Obligation América Móvil 3.5% ( XS0731597505 ) en CNY

América Móvil

100 % ▼

Mexique

XS0731597505 ( en CNY )

3.5% par an ( paiement annuel )

07/02/2015 - Obligation échue

Prospectus brochure de l'obligation America Movil XS0731597505 en CNY 3.5%, échue

1 000 000 CNY

1 000 000 000 CNY

América Móvil est une société de télécommunications mexicaine multinationale offrant des services de téléphonie mobile, fixe, internet à large bande et télévision par câble dans plusieurs pays d'Amérique latine et des Caraïbes.

L'Obligation émise par América Móvil ( Mexique ) , en CNY, avec le code ISIN XS0731597505, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/02/2015

PROSPECTUS SUPPLEMENT
(To the Listing Prospectus Dated October 24, 2011)

América Móvil, S.A.B. de C.V.
CNY1,000,000,000 3.50% Senior Notes due 2015

We are offering CNY1,000,000,000 aggregate principal amount of our 3.50% senior notes due 2015 (the "notes"). We will pay
interest on the notes on February 8 and August 8 of each year, beginning on August 8, 2012. The notes will mature on February 8,
2015.
The notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time to
time outstanding. The notes will not be guaranteed by any of our subsidiaries.
In the event of certain changes in the applicable rate of Mexican withholding taxes on interest, we may redeem the notes, in
whole but not in part, at a price equal to 100% of their principal amount plus accrued interest to the redemption date.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
Market.
This Prospectus Supplement and the Prospectus dated October 24, 2011 constitute a prospectus for the purpose of the
Luxembourg law dated July 10th 2005 on Prospectuses for Securities.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus
supplement and page 4 of the accompanying prospectus.

Underwriting
Price to
Proceeds to

Price to Public(1)

Discount

Underwriter

América Móvil(1)
3.50% Senior Notes due 2015

100.00%

0.15%

99.85%

CNY998,500,000
(1) Plus accrued interest, if any, from February 8, 2012.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE SOLELY OUR
RESPONSIBILITY AND HAVE NOT BEEN REVIEWED OR AUTHORIZED BY THE COMISIÓN NACIONAL
BANCARIA Y DE VALORES (THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION, OR "CNBV").
THE TERMS AND CONDITIONS OF THIS OFFER WILL BE NOTIFIED TO THE CNBV FOR INFORMATIONAL
PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT
VALUE OF THE NOTES OR OUR SOLVENCY. THE NOTES MAY NOT BE OFFERED OR SOLD IN MEXICO,
ABSENT AN AVAILABLE EXCEPTION UNDER ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES (MEXICAN
SECURITIES MARKET LAW). IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY
MEXICAN CITIZEN WHO MAY ACQUIRE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN
EXAMINATION OF US.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
Delivery of the notes was made in book-entry form through the facilities of Clearstream Banking, société anonyme
("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear") on February 8, 2012.
Sole Book-Running Manager
HSBC
The date of this prospectus supplement is February 24, 2012.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
PROSPECTUS SUPPLEMENT SUMMARY
S-1
PRESENTATION OF FINANCIAL INFORMATION
S-8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-9
RISK FACTORS
S-10
REMITTANCE OF RENMINBI INTO AND OUTSIDE THE PEOPLE'S REPUBLIC OF CHINA
S-12
EXCHANGE RATES
S-14
USE OF PROCEEDS
S-16
CAPITALIZATION
S-17
RATIO OF EARNINGS TO FIXED CHARGES
S-19
OPERATING AND FINANCIAL REVIEW AS OF SEPTEMBER 30, 2011 AND FOR NINE MONTHS ENDED SEPTEMBER 30, S-20
2011 AND 2010
DESCRIPTION OF NOTES
S-25
TAXATION
S-31
UNDERWRITING
S-37
VALIDITY OF THE NOTES
S-41
EXPERTS
S-41

LISTINGAND GENERAL INFORMATION
S-42
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

2
AMÉRICA MÓVIL

3
RISK FACTORS

6
USE OF PROCEEDS

8

DESCRIPTION OF DEBT SECURITIES

9
i

DESCRIPTION OF WARRANTS

25
FORM OF SECURITIES, CLEARING AND SETTLEMENT

26
TAXATION

32
PLAN OF DISTRIBUTION

36

EXPERTS

37

VALIDITY OF SECURITIES

37
ENFORCEABILITY OF CIVIL LIABILITIES

37
WHERE YOU CAN FIND MORE INFORMATION

37
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

38

We are responsible for the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference therein. We have not authorized any person to give
you any other information, and we take no responsibility for any other information that others may give you.
This document may only be used where it is legal to sell these securities. You should not assume that the
information contained in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference is accurate as of any date other than their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates. We are not making an
offer of these securities in any state or jurisdiction where the offer is not permitted.
Debt securities denominated in Chinese Renminbi ("Renminbi" or "CNY"), including the notes, are
denominated and settled in Renminbi deliverable in the Hong Kong Special Administrative Region of the
People's Republic of China ("Hong Kong"), which represents a different market from that of Renminbi
deliverable in the People's Republic of China (excluding Hong Kong, Macau and Taiwan, the "PRC").
Renminbi is a currency that is not currently freely convertible and conversion of Renminbi through banks in
Hong Kong is subject to certain restrictions. Investors in the notes should understand the conversion risk in
CNY-denominated debt securities. In addition, there is a liquidity risk associated with CNY-denominated
debt securities, especially if such securities do not have an active secondary market and their prices have
large bid/offer spreads.
In connection with the offering of the notes, The Hongkong and Shanghai Banking Corporation
Limited, acting as the stabilizing manager (or person(s) acting on behalf of the stabilizing manager), may
over-allot notes or effect transactions with a view to supporting the market price of the notes at a level higher
than that which might otherwise prevail. However, we cannot assure you that the stabilizing manager (or
person(s) acting on behalf of the stabilizing manager) will undertake any stabilization action. Any
stabilization action may begin on or after the date on which adequate disclosure of the final terms of the offer
of the notes is made and, if begun, may be ended at any time, but any such stabilization action must end no
later than the earlier of 30 days after the issue date of the notes and 60 days after the date of the allotment of
the notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or
person(s) acting on behalf of the stabilizing manager) in accordance with all applicable laws and regulations.
ii

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail in this prospectus supplement or the accompanying
prospectus, including the documents incorporated by reference. You should read carefully the entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference before making an investment decision.
AMÉRICA MÓVIL
We provide telecommunications services in 18 countries. We are the largest provider of wireless communications services in
Latin America, with the largest market share in Mexico and the third largest market share in Brazil, in each case based on number of
subscribers. We also have major fixed-line operations in Mexico, Brazil and 12 other countries. The table below provides a summary
of the principal businesses we conduct and the principal brand names we use in each country where we operated as of September 30,
2011.

Country
Principal Brand Names
Principal Businesses
Mexico

Telcel

Wireless

Telmex

Fixed line
Argentina

Claro

Wireless, fixed line
Brazil

Claro

Wireless

Embratel

Fixed line, satellite, Pay TV

Net

Pay TV
Chile

Claro

Wireless, fixed line, Pay TV
Colombia

Comcel

Wireless

Telmex

Fixed line, Pay TV
Dominican Republic

Claro

Wireless, fixed line, Pay TV
Ecuador

Claro

Wireless, fixed line, Pay TV
El Salvador

Claro

Wireless, fixed line, Pay TV
Guatemala

Claro

Wireless, fixed line, Pay TV
Honduras

Claro

Wireless, fixed line, Pay TV
Jamaica

Claro

Wireless
Nicaragua

Claro

Wireless, fixed line, Pay TV
Panama

Claro

Wireless, Pay TV
Paraguay

Claro

Wireless, Pay TV
S-1

Peru

Claro

Wireless, fixed line, Pay TV
Puerto Rico

Claro

Wireless, fixed line, Pay TV
Uruguay

Claro

Wireless, fixed line
United States

Tracfone

Wireless
The following table sets forth, as of September 30, 2011, the number of our wireless subscribers and our revenue generating
units, or "RGUs," in the countries where we operate. RGUs consist of fixed lines, broadband accesses and cable or direct-to-home pay
television ("Pay TV") units. The table includes total subscribers and RGUs of all of our consolidated subsidiaries and affiliates,
without adjustment where our equity interest is less than 100%. The table reflects the geographic segments we use in our consolidated
financial statements, including the following: (a) Southern Cone refers to Argentina, Chile, Paraguay and Uruguay; (b) Andean
Region refers to Ecuador and Peru; (c) Central America refers to El Salvador, Guatemala, Honduras, Nicaragua and Panama; and
(d) Caribbean refers to the Dominican Republic, Jamaica and Puerto Rico. In November 2011, we sold our operations in Jamaica to
Digicel Group Limited. See "--Recent Developments."

September 30,
2011

(in thousands)

Wireless subscribers:

Mexico

68,002
Brazil

57,514
Southern Cone

25,484
Colombia

31,197
Andean Region

21,965
Central America

11,936
United States

19,269
Caribbean

6,085

Total wireless subscribers

241,452

RGUs:

Mexico

22,950
Brazil

22,279
Southern Cone

1,289
Colombia

3,400
S-2

Andean Region

784
Central America

3,555
Caribbean

2,174

Total RGUs

56,431

Our principal operations are:

· Mexico Wireless. Our subsidiary Radiomóvil Dipsa, S.A. de C.V. ("Telcel"), which operates under the brand name Telcel,
is the largest provider of wireless services in Mexico, based on the number of subscribers.

· Mexico Fixed. Our subsidiary Teléfonos de México, S.A.B. de C.V. ("Telmex") is the only nationwide provider of fixed-
line telecommunications services in Mexico.

· Brazil. Several of our subsidiaries operating under the unified Claro brand name together constitute one of the three largest
providers of wireless services in Brazil, based on the number of subscribers. Our subsidiary Embratel Participações S.A.,

together with its subsidiaries, is one of the leading providers of telecommunications services in Brazil, and our affiliate Net
Serviços de Comunicação, S.A. ("Net Serviços") is the largest cable television operator in Brazil. Together, they offer
triple-play services in Brazil, with a cable television network that passed 13.6 million homes as of September 30, 2011.

· Southern Cone. We provide wireless services in Argentina, Paraguay, Uruguay and Chile, operating under the Claro brand
name. We also provide fixed-line services in Argentina, Chile and Uruguay under the Claro brand name. In Chile and
Paraguay, we offer nationwide Pay TV services under the Claro brand name.

· Colombia. We provide wireless services under the Comcel brand name in Colombia, where we are the largest wireless
provider, based on the number of subscribers. We also provide fixed-line telecommunications and Pay TV services in
Colombia under the Telmex brand name, where our network passed 5.8 million homes as of September 30, 2011.

· Andean Region. We provide wireless services in Peru and Ecuador under the Claro brand name. We also provide fixed-line
telecommunications and Pay TV services in Peru, where our network passed 754 thousand homes, and Ecuador, where our
network passed 406 thousand homes as of September 30, 2011.

· Central America. We provide fixed-line telecommunications, wireless and Pay TV services in Guatemala, El Salvador,
Honduras and Nicaragua. We also provide wireless and Pay TV services in Panama. Our Central American subsidiaries
provide all services under the Claro brand name.

· United States. Our subsidiary TracFone Wireless Inc. is engaged in the sale and distribution of prepaid wireless services
and wireless phones throughout the United States, Puerto Rico and the U.S. Virgin Islands.

· Caribbean. We provide fixed-line telecommunications, wireless and Pay TV services in the Dominican Republic and
Puerto Rico, where we are one of the largest telecommunications services providers. In addition, we provide wireless
services in Jamaica. Our Caribbean subsidiaries provide all services under the Claro brand name.
Recent Developments
Acquisition of Digicel Operations in Honduras and Divestiture of Our Operations in Jamaica
On November 30, 2011, we acquired 100% of Digicel Honduras, S.A. de C.V ("Digicel Honduras"). Digicel Honduras is a
Honduran company that provides wireless telecommunications services in Honduras. As part of this transaction, we consummated the
sale of our operations in Jamaica to an affiliate of Digicel Group Limited.
Fine Levied Against Telcel by the Mexican Competition Commission
In April 2011, following a regulatory inquiry initiated in 2006, the Mexican Competition Commission (Comisión Federal de
Competencia, or "Cofeco") notified our subsidiary Telcel of a resolution imposing a fine of Ps.11,989 million for alleged "relative
S-3

monopolistic pricing practices" (prácticas monopólicas relativas) that also constituted a repeat offense (reincidencia). Under
applicable Mexican law, Cofeco can impose a penalty for a repeat offense equivalent to the highest of twice the fine applicable to a
first-time offense, 10% of the offender's total assets, and 10% of the offender's total sales for its previous fiscal year. Otherwise, the
applicable fine would have been approximately Ps.54 million. Telcel contests both the determination that its pricing practices were
monopolistic and the determination that there was a repeat offense. Telcel has submitted a petition for reconsideration (recurso de
reconsideración) to Cofeco. If Cofeco resolves to uphold its determination regarding the fine or any part of it, Telcel plans to seek an
injunction (amparo) from a Mexican court against Cofeco's resolution. While there can be no assurance, we believe that payment of a
fine arising from the Cofeco's resolution is not probable, and, consequently, we have not recorded a provision for accounting purposes
through September 30, 2011. It is, however, possible that we will be unsuccessful in our legal challenges to the fine, in which event
our financial position would be negatively affected.
Telmex Interconnection Rates
In June 2011, our subsidiary Telmex was informed by the Mexican Federal Telecommunications Commission (Comisión
Federal de Telecomunicaciones, or "Cofetel") of the passing of resolutions mandating reductions to interconnection rates Telmex
charges to other telecommunications providers. Specifically, Cofetel's resolutions reduced the interconnection rate for long-distance
calls from Ps.0.11550 per minute to Ps.0.03951 per minute. In addition, Cofetel's resolutions reduced the interconnection rate charged
to other telecommunications providers in rural areas from Ps.0.75000 per minute to Ps.0.04530 per minute. Although we and Telmex
are evaluating the scope and legal grounds of the resolutions and expect to challenge them, Telmex will comply with the resolutions
pending such challenges.

Tender Offer for Outstanding Shares of Telmex
On October 11, 2011, we launched a tender offer (the "TMX Tender Offer") for all of the outstanding shares of all classes of
capital stock of Telmex that we did not indirectly own, which represented approximately 40% of the total equity of Telmex. The TMX
Tender Offer expired on November 11, 2011 and was settled on November 17, 2011. As a result of the TMX Tender Offer, América
Móvil, directly and indirectly, owns approximately 93% of the shares representing the capital stock of Telmex. The purchase price
was Ps.10.50 per share and Ps.210.00 per ADS, resulting in a total purchase price of approximately Ps.62.5 billion (equivalent to
approximately U.S.$4.6 billion, based on the exchange rate as of November 17, 2011). The payment of the purchase price was
financed with cash and cash equivalents on hand. We intend to delist Telmex's shares from the various stock markets on which those
shares are listed.
Consolidation of Net Serviços de Comunicação S.A.
In September 2011, the Brazilian Congress lifted the 49% cap on foreign ownership of cable operators and in January 2012, the
Brazilian National Telecommunications Agency (Agência Nacional de Telecomunicações) approved the transfer of control of Net
Serviços. Consequently, we are analyzing the timing to exercise an option that would enable us to acquire a controlling interest in Net
Serviços.
Telcel Mobile Termination Rates
In November 2011, Telcel entered into an agreement with four other operators, including Telmex, pursuant to which mobile
termination rates charged by Telcel will be gradually reduced during the next four years.

América Móvil, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable organized under the laws of Mexico with its
principal executive offices at Lago Zurich 245, Edificio Telcel, Colonia Granada Ampliación, Delegación Miguel Hidalgo, 11529,
México D.F., México. Our telephone number at this location is (5255) 2581-4449.

SUMMARY OF THE OFFERING
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the
information that is important to you. For a more complete description of the terms and conditions of the notes, see "Description of
Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus.

S-4

Notes Offered
CNY1,000,000,000 aggregate principal amount of 3.50% Senior Notes due 2015.

Issuer
América Móvil, S.A.B. de C.V.

Issue Price
100.00%, plus accrued interest, if any, from February 8, 2012.

Issue Date
February 8, 2012.

Maturity
February 8, 2015.

Interest Rate
The notes will bear interest at the rate of 3.50% per year from February 8, 2012.

Interest Payment Dates
Interest on the notes will be payable on February 8 and August 8 of each year,
beginning on August 8, 2012. If any payment is due on the notes on a day that is
not a business day, we will make the payment on the next business day, unless
such payment would thereby fall into the next calendar month, in which case, the
interest payment date will be the immediately preceding business day.

Currency of Payment
All payments of principal of and interest on the notes, including any payments
made upon any redemption of any notes, will be made in Renminbi, except in the
case of illiquidity, inconvertibility or non-transferability. If we are not able to
satisfy payments of principal or interest, in whole or in part, in respect of the
notes when due in Renminbi in Hong Kong, we will, on giving not less than five nor
more than 30 business days' irrevocable notice to the registered holders of the
notes prior to the due date for payment, settle any such payment, in whole or in
part, in U.S. dollars on the due date at the U.S. dollar equivalent of any such CNY-
denominated amount. See "Description of Notes--Principal and Interest--
Payment of U.S. Dollar Equivalent" in this prospectus supplement.

Calculation of Interest
Interest will be computed on the basis of a 365-day year and the actual number of
days elapsed (without taking into account any 366-day year).

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank
equally in right of payment with all of our other unsecured and unsubordinated
debt. The notes will be effectively subordinated to all of our existing and future
secured obligations and to all existing and future indebtedness of our subsidiaries.
All of our outstanding debt securities that were issued in the Mexican and
international

markets through mid-September 2011 are unconditionally guaranteed by Telcel.

Accordingly, the holders of those outstanding debt securities will have priority
over the holders of the notes with respect to claims to the assets of Telcel. The
notes do not restrict our ability or the ability of our subsidiaries to incur additional
S-5

indebtedness in the future.

As of September 30, 2011, we had, on an unconsolidated basis (parent company
only), unsecured and unsubordinated indebtedness and guarantees of subsidiary
indebtedness of approximately Ps.273.1 billion (U.S.$20.3 billion). As of
September 30, 2011, Telcel had, on an unconsolidated basis, unsecured and

unsubordinated indebtedness and guarantees of parent company and subsidiary
indebtedness of approximately Ps.374.0 billion (U.S.$27.9 billion). As of
September 30, 2011, our subsidiaries other than Telcel had indebtedness totaling
approximately Ps.111.2 billion (U.S.$8.3 billion).

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general
corporate purposes. See "Use of Proceeds" in this prospectus supplement.

Further Issuances
We may, from time to time without the consent of holders of the notes, issue
additional notes on the same terms and conditions as the notes, which additional
notes will increase the aggregate principal amount of, and will be consolidated
and form a single series with, the notes.

Payment of Additional Amounts
If you are not a resident of Mexico for tax purposes, payments of interest on the
notes to you will generally be subject to Mexican withholding tax at a rate of 4.9%
or, in certain circumstances, 10%. See "Taxation--Mexican Tax Considerations" in
this prospectus supplement and in the accompanying prospectus. We will pay
additional amounts in respect of those payments of interest so that the amount
you receive after Mexican withholding tax is paid equals the amount that you
would have received if no such Mexican withholding tax had been applicable,
subject to some exceptions as described under "Description of Notes--Payment
of Additional Amounts" in this prospectus supplement and "Description of Debt
Securities--Payment of Additional Amounts" in the accompanying prospectus.

Tax Redemption
If, due to changes in Mexican laws relating to Mexican withholding taxes, we are
obligated to pay additional amounts on the notes in excess of those attributable
to a Mexican withholding tax rate of 4.9%, we may redeem the outstanding notes,
in whole but not in part, at any time, at a price equal to 100% of their principal
amount plus accrued interest to the redemption date.

Listing
Application has been made to list the notes on the Official List of the Luxembourg
Stock Exchange for trading on the Euro MTF Market.

ISIN and Common Code
The ISIN for the notes is XS0731597505. The Common Code for the notes is
073159750.

S-6

Form and Denomination
The notes will be issued only in registered form without coupons and in minimum
denominations of CNY1,000,000 and integral multiples of CNY10,000 in excess
thereof.

Except in limited circumstances, the notes will be issued in the form of global
notes. See "Form of Securities, Clearing and Settlement--Debt Securities
Denominated in a Currency Other Than U.S. Dollars" in the accompanying

prospectus. Beneficial interests in the global notes will be shown on, and transfers
of beneficial interests in the global notes will be made only through, records
maintained by Clearstream and Euroclear.

Trustee, Registrar, and Transfer Agent
The Bank of New York Mellon.

London Paying Agent and Transfer Agent
The Bank of New York Mellon, London Branch.

Luxembourg Paying Agent and Transfer Agent The Bank of New York Mellon (Luxembourg) S.A.

Luxembourg Listing Agent
The Bank of New York Mellon (Luxembourg) S.A.

Governing law
The indenture, the supplemental indentures relating to the notes and the notes
will be governed by the laws of the State of New York.

Risk factors
Before making an investment decision, prospective purchasers of notes should
consider carefully all of the information included in this prospectus supplement
and the accompanying prospectus, including, in particular, the information under
"Risk Factors" in this prospectus supplement and the accompanying prospectus.

S-7