As filed with the Securities and Exchange Commission on April 30, 20142015

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 20-F

 

 

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 20132014

Commission file number: 1-16269

 

 

AMÉRICA MÓVIL, S.A.B. DE C.V.

(exact name of registrant as specified in its charter)

 

 

America Mobile

(translation of registrant’s name into English)

United Mexican States

(jurisdiction of incorporation)

Lago Zurich 245, Plaza Carso / Edificio Telcel, Colonia Ampliación Granada, Delegación Miguel Hidalgo, 11529, México, D.F., México

(address of principal executive offices)

Daniela Lecuona Torras, Telephone: (5255) 2581-4449, E-mail: daniela.lecuona@americamovil.com

Facsimile: (5255) 2581-4422, Lago Zurich 245, Plaza Carso / Edificio Telcel, Piso 16, Colonia Ampliación Granada, Delegación Miguel Hidalgo,

11529, México, D.F., México

(name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Name of each exchange on which registered:

American Depositary Shares, each representing 20 A Shares, without par value NASDAQ National Market
A Shares, without par valueNASDAQ National Market (for listing purposes only)
American Depositary Shares, each representing 20 L Shares, without par valueNew York Stock Exchange
L Shares, without par value New York Stock Exchange (for listing purposes only)
2.375% Senior Notes Due 2016 New York Stock Exchange
5.625% Notes Due 2017New York Stock Exchange
5.000% Senior Notes Due 2019New York Stock Exchange
5.000% Senior Notes Due 2020New York Stock Exchange
3.125% Senior Notes Due 2022New York Stock Exchange
6.375% Notes Due 2035New York Stock Exchange
6.125% Notes Due 2037New York Stock Exchange
6.125% Senior Notes Due 2040 New York Stock Exchange
4.375% Senior Notes Due 2042 New York Stock Exchange
Floating Rate Senior Notes Due 2016 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

The number of outstanding shares of each of the registrant’s classes of capital or common stock as of December 31, 2013:2014:

 

23,42423,384 million

 AA Shares

681649 million

 A Shares

46,37044,120 million

 L Shares

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.x  Yes¨  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.¨  Yesx  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                Accelerated filer  ¨                Non-accelerated filer  ¨

Accelerated filer  ¨Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ¨

    

International Financial Reporting Standards as issued

by the International Accounting Standards Board  x

  Other  ¨

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.     Item 17  ¨Item 18¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yesx  No

 

 

 


TABLE OF CONTENTS

 

Item 1.

Identity of Directors, Senior Management and Advisers

 1  

Item 2.

Offer Statistics and Expected Timetable

 1  

Item 3.

Key Information

 1  

Selected Financial Data

 1  

Exchange Rates

 3  

Forward-Looking Statements

 43  

Risk Factors

 5  

Item 4.

Information on the Company

 15  

Item 4A.

Unresolved Staff Comments

 6263  

Item 5.

Operating and Financial Review and Prospects

 63  

Item 6.

Directors, Senior Management and Employees

 87  

Management

 87  

Employees

 95  

Item 7.

Major Shareholders and Related Party Transactions

 96  

Major Shareholders

96

Related Party Transactions

 97

Item 8.

Financial Information

 98  
Item 8.

Dividends

 Financial Information98  

Legal Proceedings

 99  

Item 9.

Dividends99

The Offer and Listing

Legal Proceedings 100  
Item 9.

Trading Markets

 100

Item 10.

The Offer and ListingAdditional Information

 101102  

Trading MarketsBylaws

 101
Item 10.Additional Information103102  

BylawsCertain Contracts

 103107  

Certain ContractsExchange Controls

 109108  

Exchange ControlsTaxation

 109108  

TaxationDocuments on Display

 109113  
Documents on Display115

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

 115113  

Item 12.

Description of Securities Other than Equity Securities

 115113  

Item 13.

Defaults, Dividend Arrearages and Delinquencies

 115114  

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

 115114  

Item 15.

Controls and Procedures

 114

Item 16A.

Audit Committee Financial Expert

 116  

Item 16A.16B.

Code of Ethics

 Audit Committee Financial Expert118116  
Item 16B.Code of Ethics118

Item 16C.

Principal Accountant Fees and Services

 118116  

Item 16D.

Exemptions from the Listing Standards for Audit Committees

 118117  

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 119117  

Item 16F.

Changes in Registrant’s Certifying Accountant

 120118  

Item 16G.

Corporate Governance

 Corporate Governance120118  

Item 16H.

Mine Safety Disclosure

 124123  

Item 17.

Financial Statements

 Financial Statements124123  

Item 18.

Financial Statements

 Financial Statements124123  

Item 19.

Exhibits

 Exhibits125123  

 

i


PART I

 

Item 1.Identity of Directors, Senior Management and Advisers

Not Applicable.

 

Item 2.Offer Statistics and Expected Timetable

Not Applicable.

 

Item 3.Key Information

SELECTED FINANCIAL DATA

We prepared our consolidated financial statements included in this annual report in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

We present our financial statements in Mexican pesos. This annual report contains translations of various peso amounts into U.S. dollars at specified rates solely for your convenience. You should not construe these translations as representations that the peso amounts actually represent the U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, we have translated U.S. dollar amounts from pesos at the exchange rate of Ps.13.0765Ps.14.7348 to U.S.$1.00, which was the rate reported by Banco de México for December 31, 2013,2014, as published in the Official Gazette of the Federation (Diario Oficial de la Federación, or “Official Gazette”).

In June 2011, we effected a two for one stock split. Unless otherwise noted, all share and per share data in this annual report have been adjusted to reflect the stock split for all periods presented. The selected financial information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements. We have not included earnings or dividends on a per American Depositary Share (“ADS”) basis. Each L Share ADS represents 20 L Shares and each A Share ADS represents 20 A Shares.

 

 For the year ended December 31,   For the year ended December 31, 
 2009 2010 2011 2012 2013 2013   2010   2011   2012   2013   2014   2014 
 (millions of pesos, except share and per share amounts) (millions of U.S. dollars,
except share and per
share amounts)
   (in millions of Mexican pesos, except share and per share amounts)   (millions of
U.S. dollars,
except share
and per share
amounts)
 

Income Statement Data:

                  

Operating revenues

 Ps.581,560   Ps.629,889   Ps.689,966   Ps.775,070   Ps.786,101   U.S.$60,115    Ps.629,889    Ps.689,966    Ps.775,070    Ps.786,101    Ps.848,262    U.S.$57,635  

Operating costs and expenses

 433,910   478,959   532,360   613,920   631,843   48,320     478,959     532,360     613,920     631,843     691,708     46,997  

Depreciation and amortization

 79,904   91,071   93,997   103,585   101,535   7,765     91,071     93,997     103,585     101,535     114,994     7,813  

Operating income

 147,650   150,930   157,606   161,150   154,258   11,795     150,930     157,606     161,150     154,258     156,554     10,638  

Net profit

 Ps.106,901   Ps.98,905   Ps.88,199   Ps.91,649   Ps.74,974   U.S.$5,734    Ps.98,905    Ps.88,199    Ps.91,649    Ps.74,974    Ps.47,498    U.S.$3,227  
 

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net profit attributable to:

      

Equity holders of the parent

 Ps.92,698   Ps.91,123   Ps.83,045   Ps.90,988   Ps.74,625   U.S.$5,707  Ps.91,123  Ps.83,045  Ps.90,988  Ps.74,625  Ps.46,146  U.S.$3,135  

Non-controlling interests

 14,203   7,782   5,154   661   349   27   7,782   5,154   661   349   1,352   92  
 

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net profit

 Ps.106,901   Ps.98,905   Ps.88,199   Ps.91,649   Ps.74,974   U.S.$5,734  Ps.98,905  Ps.88,199  Ps.91,649  Ps.74,974  Ps.47,498  U.S.$3,227  
 

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Earnings per share:

      

Basic

 Ps.1.19   Ps.1.15   Ps.1.06   Ps.1.19   Ps.1.02   U.S.$0.08  Ps.1.15  Ps.1.06  Ps.1.19  Ps.1.02  Ps.0.67  U.S.$0.05  

Diluted

 Ps.1.19   Ps.1.15   Ps.1.06   Ps.1.19   Ps.1.02   U.S.$0.08  Ps.1.15  Ps.1.06  Ps.1.19  Ps.1.02  Ps.0.67  U.S.$0.05  

Dividends declared per share(1)

 Ps.0.40   Ps.0.16   Ps.0.18   Ps.0.20   Ps.0.22   U.S.$0.017  Ps.0.16  Ps.0.18  Ps.0.20  Ps.0.22  Ps.0.24  U.S.$0.016  

Dividends paid per share(2)

 Ps.0.40   Ps.0.16   Ps.0.18   Ps.0.20   Ps.0.22   U.S.$0.017  

Weighted average number of shares outstanding (millions):

      

Basic

 77,930   79,020   78,599   76,111   72,866    79,020   78,599   76,111   72,866   69,254  

Diluted

 77,930   79,020   78,599   76,111   72,866    79,020   78,599   76,111   72,866   69,254  

 

 

 As of December 31,   As of December 31, 
 2009 2010 2011 2012 2013 2013   2010   2011   2012   2013   2014   2014 
 

(millions of pesos, except share and per share amounts)

 (millions of U.S. dollars,
except share and per
share amounts)
   (in millions of Mexican pesos, except share and per share amounts)   

(millions of
U.S. dollars,
except share
and per

share
amounts)

 
Balance Sheet Data:                  

Property, plant and equipment, net

 Ps.418,733   Ps.411,820   Ps.466,087   Ps.500,434   Ps.501,107   U.S.$38,321    Ps.411,820    Ps.466,087    Ps.500,434    Ps.501,107    Ps.595,596    U.S.$40,467  

Total assets

 790,903   863,083   939,603   987,685   1,025,592   78,430     863,083     939,603     987,685     1,025,592     1,278,357     86,856  

Short-term debt and current portion of long-term debt

 44,967   9,039   26,643   13,622   25,841   1,976     9,039     26,643     13,622     25,841     57,806     3,928  

Long-term debt

 232,274   294,060   353,975   404,048   464,478   35,520     294,060     353,975     404,048     464,478     545,949     37,094  

Total equity

 276,816   293,411   236,461   254,848   210,301   16,082     293,411     236,461     254,848     210,301     234,639     15,943  

Capital stock

 30,116   96,433   96,420   96,415   96,392   7,371     96,433     96,420     96,415     96,392     96,383     6,549  

Number of outstanding shares (millions):

                  

AA Shares

 23,424   23,424   23,424   23,424   23,424      23,424     23,424     23,424     23,424     23,384    

A Shares

 902   786   756   712   681      786     756     712     681     649    

L Shares

 52,866   56,136   52,810   51,703   46,370      56,136     52,810     51,703     46,370     44,120    

Ratio of Earnings to Fixed Charges(3)(2)

 8.4   6.8   5.6   5.4   3.9      6.8     5.6     5.4     3.9     3.5    

 

(1)Figures provided represent the annual dividend declared at the general shareholders’ meeting. Figures for 2009 include a special dividend of Ps.0.25 per share.
(2)For more information on dividends paid per share translated into U.S. dollars, see “Financial Information—Dividends” under Item 8. Amount in U.S. dollars translated at the exchange rate on each of the respective payment dates.
(3)(2)Earnings, for this purpose, consist of profit before income tax, plus interest expense, interest implicit in operating leases and current period amortization of interest capitalized in prior periods, minus equity interest in net income of associates, during the period.

In 2013, we started to account for our employment benefits according to the revised IAS 19—Employee benefits (“IAS 19R”). In accordance with its transition provisions, we applied this standard retrospectively as of and for the years ended December 31, 2012 and 2011. We have also adjusted the selected consolidated financial information above for the years ended December 31, 2010 and 2009. For further details on the effects of retroactive application of IAS 19R, see Note 3 to our consolidated financial statements.

EXCHANGE RATES

The following table sets forth, for the periods indicated, the high, low, average and period-end noon buying rate in New York City for cable transfers in pesos published by the Board of Governors of the Federal Reserve System, expressed in pesos per U.S. dollar.

 

Period

  High   Low   Average(1)   Period End   High   Low   Average(1)   Period End 

2009

   15.4060     12.6318     13.5777     13.0576  

2010

   13.1940     12.1556     12.6352     12.3825     13.1940     12.1556     12.6352     12.3825  

2011

   14.2542     11.5050     12.4270     13.9510     14.2542     11.5050     12.4270     13.9510  

2012

   14.3650     12.6250     13.1404     12.9635     14.3650     12.6250     13.1404     12.9635  

2013

   13.4330     11.9760     12.8574     13.0980     13.4330     11.9760     12.8574     13.0980  

2014

   14.7940     12.8455     13.3700     14.7500  

October

   13.2465     12.7665       12.9995     13.5727     13.3940     13.4795     13.4825  

November

   13.2430     12.8710       13.1110     13.9210     13.5360     13.6148     13.9210  

December

   13.2165     12.8505       13.0980     14.7940     13.9355     14.5205     14.7500  

2014

        

2015

        

January

   13.4560     12.9965       13.3585     15.0050     14.5640     14.6972     15.0050  

February

   13.5090     13.2035       13.2255     15.1025     14.7480     14.9170     14.9390  

March

   13.3315     13.0560       13.0560     15.5815     14.9330     15.2374     15.2450  

April (through April 25)

   13.1350     12.9500       13.1350  

April (through April 24)

   15.4275     14.8025     15.1770     15.3825  

 

(1)Average of month-end rates.

On April 25, 2014,24, 2015, the noon buying rate published by the Board of Governors of the Federal Reserve System was Ps.13.1350Ps.15.3825 to U.S.$1.00.

FORWARD-LOOKING STATEMENTS

Some of the information contained or incorporated by reference in this annual report may constituteconstitutes “forward-looking statements” within the meaning of the safe harbor provisions of Thethe Private Securities Litigation Reform Act of 1995. Although we have based these forward-looking statements on our expectations and projections about future events, it is possible that actual events may differ materially from our expectations. In many cases, we include, together with the forward-looking statements themselves, a discussion of factors that may cause actual events to differ from our forward-looking statements. Examples of forward-looking statements include the following:

 

projections of our commercial, operating or financial performance, our financing, our capital structure or our other financial items or ratios;

 

statements of our plans, objectives or goals, including those relating to acquisitions, competition and rates;

 

statements concerning regulation or regulatory developments;

 

statements about theour future economic performance or that of Mexico or other countries in which we operate;

 

competitive developments in the telecommunications sector;

 

other factors and trends affecting the telecommunications industry generally and our financial condition in particular; and

 

statements of assumptions underlying the foregoing statements.

We use words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and other similar expressions to identify forward-looking statements, but they are not the only way we identify such statements.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors, some of which are discussed under “Risk Factors”, include economic and political conditions and government policies in Mexico, Brazil, Colombia, Europe and elsewhere, inflation rates, exchange rates, regulatory developments, technological improvements, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements. You should evaluate any statements made by us in light of these important factors.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

You should evaluate any statements made by us in light of these important factors.

RISK FACTORS

Risks Relating to Our Operations

Competition in the telecommunications industry is intense and could adversely affect the revenues and profitability of our operations

Our businesses face substantial competition. We expect that competition will intensify in the future as a result of the entry of new competitors, the development of new technologies, products and services and convergence. We also expect consolidation in the telecommunications industry, as companies respond to the need for cost reduction and additional spectrum. This trend may result in larger competitors with greater financial, technical, promotional and other resources to compete with our businesses.

Among other things, our competitors could:

 

provide increased handset subsidies;

 

offer higher commissions to retailers;

 

provide free airtime or other services (such as internet access);

 

offer services at lower costs through double, triple and quadruple play packages or other pricing strategies;

 

expand their networks faster; or

 

develop and deploy improved technologies faster.

Competition can lead us to increase advertising and promotional spending and to reduce prices for services and handsets. These developments may lead to smaller operating margins, greater choices for customers, possible consumer confusion and increasing movement of customers among competitors, which may make it difficult for us to retain or add new customers. The cost of adding new customers may also continue to increase, reducing profitability even if customer growth continues.

Our ability to compete successfully will depend on our land coverage, the quality of our network and service, our rates, customer service, effective marketing, our success in selling double, triple and quadruple play packages and our ability to anticipate and respond to various competitive factors affecting the telecommunications industry, including new services and technologies, changes in consumer preferences, demographic trends, economic conditions and discount pricing strategies by competitors. If we are unable to respond to competition and compensate for declining prices by adding new customers, increasing usage and offering new services, our revenues and profitability could decline.

New Legal Framework for the Regulation of Telecommunications Services in Mexico

Mexico is currently developingdeveloped a new legal framework for the regulation of telecommunications and broadcasting services, based on a package of constitutional amendments enacted in June 2013.2013 and implementing legislation enacted in July 2014. The new Federal Telecommunications Institute ( (InstitutoInstituto Federal de Telecomunicaciones, or the “IFT”) issued a resolution in March 2014, determining that our operating subsidiaries in Mexico are part of an “economic interest group” that is a “preponderant economic agent” in the Mexican telecommunications sector, and imposing certain asymmetric regulations on our Mexican fixed-line and wireless businesses. A bill that proposes implementing legislation for the June 2013 constitutional amendments is currently under consideration inThe Mexican President signed into law and the Mexican Congress approved implementing legislation effecting the constitutional amendments in July 2014 which, among other things, eliminated domestic long-distance call charges for fixed-line and is likely to be adoptedwireless services provided by all carriers in the near future. The long-term effects of the IFT measuresMexico and the proposed legislation could be adverse to our interests in significant respects and could materially adversely affect our business and results of operations.prohibited us from charging interconnection rates. We are contesting the IFT’s preponderant economic agent determination and the imposition of asymmetric regulations, but the existing measures are in effect while our challenge is pending and failure to comply with the new legal framework may result in material fines as well as restrictions on our operations and our ability to enter into new markets, such as broadcasting and Pay TV. The long-term effects of the IFT measures and the implementing legislation could be adverse to our interests in significant respects and could materially adversely affect our business and results of operations.

Governmental or regulatory actions could adversely affect our operations

Our operations are subject to extensive government regulation and can be adversely affected by changes in law, regulation or regulatory policy. The licensing, construction, operation, sale, resale and interconnection arrangements of telecommunications systems in Latin America and elsewhere are regulated to varying degrees by government or regulatory authorities. Any of these authorities having jurisdiction over our businesses could adopt or change regulations or take other actions that could adversely affect our operations. In particular, the regulation of prices that operators may charge for their services could have a material adverse effect by reducing our profit margins.

See “Regulation” under Item 4, “Legal Proceedings” under Item 8 and Note 1720 to our audited consolidated financial statements included in this annual report.

In addition, changes in political administrations could lead to the adoption of policies concerning competition and taxation of communications services. For example, Mexico is developinghas developed a new legal framework that aims to promote competition and investment in the telecommunications sector by imposing asymmetric regulation upon economic agents deemed “preponderant.” Furthermore, in the countries in which we operate outside of Mexico, we could face policies such as preferences for local over foreign ownership of communications licenses and assets or for government over private ownership, which could make it more cumbersome or impossible for us to continue to develop our businesses. Restrictions such as those described above could result in our incurring losses of revenues and require capital investments, all of which could materially adversely affect our businesses and results of operations.

Our failure to meet or maintain quality of service goals and standards could result in fines

The terms of the concessions under which our subsidiaries operate require them to meet certain service quality goals, including, for example, minimum call completion rates, maximum busy circuits rates, operator availability and responsiveness to repair requests. Failure to meet service quality obligations in the past has resulted in the imposition of fines by regulatory entities. Our ability to comply with these obligations in the future may be affected by factors beyond our control and, accordingly, we cannot assure that we will be able to comply with them.

Dominant carrier regulations could adversely affect our business by limiting our ability to pursue competitive and profitable strategies

Our regulators are authorized to impose specific requirements as to rates (including mobile termination rates), service quality and information on operators that are determined to have substantial market power in a specific market. We cannot predict what steps regulatory authorities might take in response to determinations regarding substantial market power in the countries in which we operate. However, adverse determinations against our subsidiaries could result in material fines, penalties or restrictions on our operations. We may also face additional regulatory restrictions and scrutiny as a result of our provision of combined services.

We believe that if dominant carrier regulations are imposed on our business in the future, they will likely reduce our flexibility to adopt competitive market policies and impose specific tariff requirements or other special regulations on us, such as additional requirements regarding disclosure of information or quality of service. For example, Mexico is currently developinghas developed a new legal framework for the regulation of the telecommunications sector that imposes asymmetric measures on preponderant economic agents. Any such new regulation could have a material adverse effect on our operations.

We will havemust continue to acquire additional radio spectrum capacity and upgrade our existing networks in order to expand our customer base and maintain the quality of our wireless services

Licensed radio spectrum is essential to our growth and the quality of our wireless services, not only for our global system for mobile communications (“GSM”), universal mobile telecommunications systems (“UMTS”) and long term evolution (“LTE”) networks, but also for the deployment of new generation networks to offer improved

improved data and value-added services. We obtain most of our radio spectrum through auctions conducted by governments of the countries in which we operate. Participation in spectrum auctions in most of these countries requires prior government authorization, and we may be subject to caps on our ability to acquire additional spectrum. Our inability to acquire additional radio spectrum capacity could affect our ability to compete successfully because it could result in, among other things, a decrease in the quality of our network and service and in our ability to meet the demands of our customers.

In the event we are unable to acquire additional radio spectrum capacity, we can increase the density of our network by building more cell and switch sites, but such measures are costly and would be subject to local restrictions and approvals, and they would not meet our needs as effectively.

In addition, the continual maintenance and upgrading of our wireless networks is critical to expanding our coverage, increasing our capacity to absorb higher bandwidth usage and adapting to new technologies, as well as offering more specialized services to our customers.

Our concessions and licenses are for fixed terms, and conditions may be imposed on their renewal

Our concessions and licenses have specified terms, ranging typically from 5 to 20 years, and are generally subject to renewal upon payment of a fee, but renewal is not assured. For example, we currently face upcoming renewalsrenewal of our Band B concession covering the Mexico City area that will expire in both Chile and Colombia.October 2015. The loss of, or failure to renew, any one concession could have a material adverse effect on our business and results of operations. Our ability to renew concessions and the terms of renewal are subject to a number of factors beyond our control, including the prevalent regulatory and political environment at the time of renewal. Fees are typically established at the time of renewal. As a condition for renewal, we may be required to agree to new and stricter terms and service requirements. If our concessions are not renewed, we are required to transfer the assets covered by the concession to the government, generally at fair market value, although certain jurisdictions provide for other valuation methodologies.

In addition, the regulatory regimes and laws of the jurisdictions in which we operate permit the government to revoke our concessions under certain circumstances. In Mexico, for example, the Federal Law on Telecommunications and Broadcasting gives the government the right to expropriate our concessions or to take over the management of our networks, facilities and personnel in cases of imminent danger to national security, internal peace or the national economy, natural disasters and public unrest.

We continue to look for acquisition opportunities, and any future acquisitions and related financing could have a material effect on our business, results of operations and financial condition

We continue to look for investment opportunities in telecommunications and related companies worldwide, including in markets where we are already present, and we often have several possible acquisitions under consideration. Any future acquisitions, and related financing and acquired indebtedness, could have a material effect on our business, results of operations and financial condition, but we cannot provide assurance that we will complete any of them. In addition, we may incur significant costs and expenses as we integrate these companies in our systems, controls and networks.

We are subject to significant litigation

Some of our subsidiaries are subject to significant litigation that, if determined adversely to our interests, may have a material adverse effect on our business, results of operations, financial condition or prospects. Our significant litigation is described in “Regulation” under Item 4 “Legal Proceedings” under Item 8 and in Note 1720 to our audited consolidated financial statements included in this annual report.

We are contesting significant tax assessments

We and some of our subsidiaries have been notified of tax assessments for significant amounts by the tax authorities of the countries in which we operate, especially in Mexico, Brazil and Brazil.Ecuador. The tax assessments

relate to, among other things, alleged improper deductions and underpayments. We are contesting these tax assessments in several administrative and legal proceedings, and our challenges are at various stages. If determined adversely to us, these proceedings may have a material adverse effect on our business, results of operations, financial condition or prospects. In addition, in some jurisdictions challenges to tax assessments require the posting of a bond or security for the contested amount, which may reduce our flexibility in operating our business. Our significant tax assessments are described in Note 1720 to our audited consolidated financial statements included in this annual report.

A system failure could cause delays or interruptions of service, which could have an adverse effect on our operations

We need to continue to provide our subscribers with a reliable service over our network. Some of the risks to our network and infrastructure include the following:

 

physical damage to access lines and fixed networks;

 

power surges or outages;

 

natural disasters;

 

malicious actions, such as theft or misuse of customer data;

 

limitations on the use of our radio bases;

 

software defects;

 

human error; and

 

disruptions beyond our control.

In Brazil, for example, our satellite operations may be affected if we experience a delay in launching new satellites to replace those currently in use when they reach the end of their operational lives. Such delay may occur because of, among other reasons, construction delays, unavailability of launch vehicles and/or launch failures.

We have instituted measures to reduce these risks. However, there is no assurance that any measures we implement will be effective in preventing system failures under all circumstances. System failures may cause interruptions in services or reduced capacity for our customers, either of which may have an adverse effect on our operations due to, for example, increased expenses, potential legal liability, loss of existing and potential subscribers, reduced user traffic, decreased revenues and reputational harm.

Cyber attacksCyber-attacks or other breaches of network or information technology security could have an adverse effect on our business

Cyber attacksCyber-attacks or other breaches of network or information technology security may cause equipment failures or disruptions to our operations. Our inability to operate our fixed linefixed-line or wireless networks as a result of such events, even for a limited period of time, may result in significant expenses or loss of market share to other communications providers. In addition, the potential liabilities associated with these events could exceed the insurance coverage we maintain. Cyber attacks,Cyber-attacks, which include the use of malware, computer viruses and other means for disruption or unauthorized access onto companies, have increased in frequency, scope and potential harm in recent years. The preventive actions we take to reduce the risk of cyber incidents and protect our information technology and networks

may be insufficient to repel a major cyber attackcyber-attack in the future. The costs associated with a major cyber attackcyber-attack on us could include incentives offered to existing customers and business partners to retain their business, increased expenditures on cyber security measures, litigation, damage to our reputation, lost revenues from business interruption litigation and damage to our reputation.the loss of existing customers and business partners. In addition, if we fail to prevent the theft of valuable information such as financial data and sensitive information about us, or if we fail to protect the privacy of customer and employee confidential data

against breaches of network or information technology security, it could result in damage to our reputation, which could adversely impact customer and investor confidence. Any of these occurrences could result in a material adverse effect on our results of operations and financial condition.

If our churn rate increases, our business could be negatively affected

The cost of acquiring a new subscriber is much higher than the cost of maintaining an existing subscriber. Accordingly, subscriber deactivations, or “churn,” could have a material negative impact on our operating income, even if we are able to obtain one new subscriber for each lost subscriber. A substantial majority of our subscribers are prepaid, and we do not have long-term contracts with them. Our weighted monthly average churn rate on a consolidated basis was 3.6% for the year ended December 31, 20122013 and 3.6%3.8% for the year ended December 31, 2013.2014. If we experience an increase in our churn rate, our ability to achieve revenue growth could be materially impaired. In addition, a decline in general economic conditions could lead to an increase in churn, particularly among our prepaid subscribers.

We rely on key suppliers and vendors to provide equipment that we need to operate our business

We rely upon various key suppliers and vendors, including Apple, Nokia,Samsung, TCL Communication Technology (Alcatel-OneTouch), Sony (formerly, known as Sony-Ericsson), Motorola, LG, Samsung, Huawei, Microsoft (formerly, Nokia), Alcatel-Lucent, Nokia SolutionsEricsson and Networks (formerly known as Nokia Siemens Networks), Ericsson, ZTE and Blackberry to provide us with handsets, network equipment or services, which we need to expand and operate our business. If these suppliers or vendors fail to provide equipment or service to us on a timely basis, we could experience disruptions, which could have an adverse effect on our revenues and results of operations. In addition, we might be unable to satisfy the requirements contained inunder our concessions.

Our ability to pay dividends and repay debt depends on our subsidiaries’ ability to transfer income and dividends to us

We are a holding company with no significant assets other than the shares of our subsidiaries and our holdings of cash and cash equivalents. Our ability to pay dividends and repay debt depends on the continued transfer to us of dividends and other income from our subsidiaries. The ability of our subsidiaries to pay dividends and make other transfers to us may be limited by various regulatory, contractual and legal constraints that affect them.

We may fail to realize the benefits anticipated from acquisitions, divestments and significant investments we make from time to time

The business growth opportunities, revenue benefits, cost savings and other benefits we anticipated to result from our acquisitions, divestments and significant investments may not be achieved as expected, or may be delayed. Our divestments, like the spin-off of our Mexican tower business, may also adversely affect our prospects. For example, we may be unable to fully implement our business plans and strategies for the combined businesses due to regulatory limitations, and we may face regulatory restrictions in our provision of combined services in some of the countries in which we operate. To the extent that we incur higher integration costs or achieve lower revenue benefits or fewer cost savings than expected, or if we are required to recognize impairments of acquired assets, investments or goodwill, our results of operations and financial condition may suffer.

Risks Relating to the Telecommunications Industry Generally

Changes in the telecommunications industry could affect our future financial performance

The telecommunications industry continues to experience significant changes as new technologies are developed that offer subscribers an array of choices for their communications needs. These changes include, among others, regulatory changes, evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new products, and changes in end-user needs and

preferences. In Mexico and in the other countries in which we conduct business, there is uncertainty as to the pace and extent of

growth in subscriber demand, and as to the extent to which prices for airtime, broadband access, Pay TV and fixed linefixed-line rental may continue to decline. Our ability to compete in the delivery of high-quality internet and broadband services is particularly important, given the increasing contribution of revenues from data services to our overall growth. If we are unable to meet future advances in competing technologies on a timely basis or at an acceptable cost, we could lose subscribers to our competitors. In general, the development of new services in our industry requires us to anticipate and respond to the varied and continually changing demands of our subscribers. It also requires significant capital expenditure, including investment in the continual maintenance and upgrading of our networks, in order to expand coverage, increase our capacity to absorb higher bandwidth usage and adapt to new technologies. We may not be able to accurately predict technological trends or the success of new services in the market. In addition, there could be legal or regulatory restraints to our introduction of new services. If these services fail to gain acceptance in the marketplace, or if costs associated with implementation and completion of the introduction of these services materially increase, our ability to retain and attract subscribers could be adversely affected. This is true across many of the services we provide, including wireless and cable technology.

The intellectual property rights utilized by us, our suppliers or service providers may infringe on intellectual property rights owned by others

Some of our products and services use intellectual property that we own or license from others. We also provide content services we receive from content producers and distributors, such as ring tones, text games, video games, video, including TV programs and movies, wallpapers or screensavers, and we outsource services to service providers, including billing and customer care functions, that incorporate or utilize intellectual property. We and some of our suppliers, content distributors and service providers have received, and may receive in the future, assertions and claims from third parties that the content, products or software utilized by us or our suppliers, content producers and distributors and service providers infringe on the patents or other intellectual property rights of these third parties. These claims could require us or an infringing supplier, content distributor or service provider to cease engaging in certain activities, including selling, offering and providing the relevant products and services. Such claims and assertions also could subject us to costly litigation and significant liabilities for damages or royalty payments, or require us to cease certain activities or to cease selling certain products and services.

Concerns about health risks relating to the use of wireless handsets and base stations may adversely affect our business

Portable communications devices have been alleged to pose health risks, including cancer, due to radio frequency emissions. Lawsuits have been filed in the United States against certain participants in the wireless industry alleging various adverse health consequences as a result of wireless phone usage, and our subsidiaries may be subject to similar litigation in the future. Research and studies are ongoing, and there can be no assurance that further research and studies will not demonstrate a link between radio frequency emissions and health concerns. Any negative findings in these studies could adversely affect the use of wireless technology and, as a result, our future financial performance.

Developments in the telecommunications sector have resulted, and may result, in substantial write-downs of the carrying value of certain of our assets

We review on an annual basis, or more frequently whereWhere the circumstances require, we review the carrying value of each of our assets, subsidiaries, and investments in associates to assess whether those carrying values can be supported by the future discounted cash flows expected to be derived from such assets. Whenever we consider that due to changes in the economic, regulatory, business or political environment, our goodwill, investments in associates, intangible assets or fixed assets may be impaired, we consider the necessity of performing certain valuation tests, which may result in impairment charges. The recognition of impairments of tangible, intangible and financial assets could adversely affect our results of operations. See “Impairment of Long-Lived Assets” under Item 5.

Risks Relating to Our Controlling Shareholders, Capital Structure and Transactions with Affiliates

Members of one family may be deemed to control us

Based on reports of beneficial ownership of our shares filed with the SEC, Carlos Slim Helú, a member of our Board of Directors, together with his sons and daughters (together, the “Slim Family”), including his two sons who are co-chairs of our Board of Directors, Patrick Slim Domit and Carlos Slim Domit, may be deemed to control us. The Slim Family may be able to elect a majority of the members of our Board of Directors and to determine the outcome of other actions requiring a vote of our shareholders, except in very limited cases that require a vote of the holders of L Shares. The interests of the Slim Family may diverge from the interests of our other investors.

We have significant transactions with affiliates

We engage in different transactions with certain subsidiaries of Grupo Carso, S.A.B. de C.V. (“Grupo Carso”) and Grupo Financiero Inbursa, S.A.B. de C.V. (“Grupo Financiero Inbursa”), which may be deemed for certain purposes to be under common control with América Móvil, as well as with subsidiaries of our shareholder AT&T, Inc.vil. Many of these transactions occur in the ordinary course of business. Transactions with affiliates may create the potential for conflicts of interest.

We also make investments together with related parties, sell our investments to related parties and buy investments from related parties. For more information about our transactions with affiliates see “Related Party Transactions” under Item 7.

Our bylaws restrict transfers of shares in some circumstances

Our bylaws provide that any acquisition or transfer of more than 10% of our capital stock by any person or group of persons acting together requires the approval of our Board of Directors. You may not acquire or transfer more than 10% of our capital stock without the approval of our Board of Directors.

The protections afforded to minority shareholders in Mexico are different from those in the United States

Under Mexican law, the protections afforded to minority shareholders are different from those in the United States. In particular, the law concerning fiduciary duties of directors is not as fully developed as in other jurisdictions, there is no procedure for class actions, and there are different procedural requirements for bringing shareholder lawsuits. As a result, in practice it may be more difficult for minority shareholders of América Móvil to enforce their rights against us or our directors or controlling shareholdershareholders than it would be for shareholders of a company incorporated in another jurisdiction, such as the United States.

Holders of L Shares and L Share ADSs have limited voting rights

Our bylaws provide that holders of L Shares are not permitted to vote except on such limited matters as, among others, the transformation or merger of América Móvil or the cancellation of registration of the L Shares with the NationalMexican Securities Registry (Registro Nacional de Valores, or “RNV”) maintained by CNBVthe Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or “CNBV”) or any stock exchange on which they are listed. If you hold L Shares or L Share ADSs, you will not be able to vote on most matters, including the declaration of dividends, that are subject to a shareholder vote in accordance with our bylaws.

Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary

Under our bylaws, a shareholder is required to deposit its shares with a custodian in order to attend a shareholders’ meeting. A holder of ADSs will not be able to meet this requirement and, accordingly, is not entitled to attend shareholders’ meetings. A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with procedures provided for in the deposit agreements, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so.

Mexican law and our bylaws restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders

As required by Mexican law, our bylaws provide that non-Mexican shareholders shall be considered as Mexicans with respect to their ownership interests in América Móvil and shall be deemed to have agreed not to invoke the protection of their governments under certain circumstances. Under this provision, a non-Mexican shareholder is deemed to have agreed not to invoke the protection of his own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the U.S. securities laws, with respect to its investment in América Móvil. If you invoke such governmental protection in violation of this provision, your shares could be forfeited to the Mexican government.

Our bylaws may only be enforced in Mexico

Our bylaws provide that legal actions relating to the execution, interpretation or performance of the bylaws may be brought only in Mexican courts. As a result, it may be difficult for non-Mexican shareholders to enforce their shareholder rights pursuant to the bylaws.

It may be difficult to enforce civil liabilities against us or our directors, officers and controlling persons

América Móvil is asociedad anónima bursátil de capital variable organized under the laws of Mexico, with its principal place of business(domicilio social) in Mexico City, and most of our directors, officers and controlling persons reside outside the United States. In addition, all or a substantial portion of our assets and their assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States on such persons or to enforce judgments against them, including in any action based on civil liabilities under the U.S. federal securities laws. There is doubt as to the enforceability against such persons in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws.

You may not be entitled to participate in future preemptive rights offerings

Under Mexican law, if we issue new shares for cash as part of certain capital increases, we must grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in América Móvil. Rights to purchase shares in these circumstances are known as preemptive rights. Our shareholders do not have preemptive rights in certain circumstances such as mergers, convertible debentures, public offers and placement of repurchased shares. We may not be legally permitted to allow holders of ADSs or holders of L Shares or A Shares in the United States to exercise any preemptive rights in any future capital increase unless we file a registration statement with the SECU.S. Securities and Exchange Commission (the “SEC”) with respect to that future issuance of shares. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC and any other factors that we consider important to determine whether we will file such a registration statement.

We cannot assure you that we will file a registration statement with the SEC to allow holders of ADSs or U.S. holders of L Shares or A Shares to participate in a preemptive rights offering. As a result, the equity interest of such holders in América Móvil may be diluted proportionately. In addition, under current Mexican law, it is not practicable for the depositary to sell preemptive rights and distribute the proceeds from such sales to ADS holders.

Risks Relating to Developments in Mexico and Other Countries

Latin American and Caribbean economic,Economic, political and social conditions in Latin America, the United States, the Caribbean and Europe may adversely affect our business

Our financial performance may be significantly affected by general economic, political and social conditions in the markets where we operate, particularly in Mexico, Brazil, Colombia, Central America, the United States and Central America.Europe. Many countries in

Latin America and the Caribbean, including Mexico, Brazil and Argentina have suffered significant economic, political and social crises in the past, and these events may occur again in the future. We cannot predict whether changes in political administrations will result in changes in governmental policy and whether such changes will affect our business. Factors related to economic, political and social conditions that could affect our performance include:

 

significant governmental influence over local economies;

 

substantial fluctuations in economic growth;

 

high levels of inflation;

 

changes in currency values;

 

exchange controls or restrictions on expatriation of earnings;

high domestic interest rates;

 

price controls;

 

changes in governmental economic or tax policies;

 

imposition of trade barriers;

 

unexpected changes in regulation; and

 

overall political, social and economic instability.

Adverse economic, political and social conditions in Latin America, the United States, the Caribbean or in Europe may inhibit demand for telecommunication services and create uncertainty regarding our operating environment or may affect our ability to renew our licenses and concessions, to maintain or increase our market share or profitability and may have an adverse impact on future acquisition efforts, which could have a material adverse effect on our company.

Our business may be especially affected by conditions in Mexico and Brazil, our two principal markets. For example, our results of operations were adversely affected by weak economic conditions in Mexico and Brazil in 2013,2014, and may be so affected again in 2014.the future.

Changes in exchange rates could adversely affect our financial condition and results of operations

We are affected by fluctuations in the value of the currencies in which we conduct operations compared to the currencies in which our indebtedness is denominated. Such changes result in exchange losses or gains on our net indebtedness and accounts payable. In 2012,2013, changes in currency exchange rates led us to report net foreign exchange gainslosses of Ps.7,395 million.Ps.19.6 billion. In 2013,2014, we reported net foreign exchange losses of Ps.19.6Ps. 28.6 billion.

In addition, currency fluctuations between the Mexican peso and the currencies of our non-Mexican subsidiaries affect our results as reported in Mexican pesos. Currency fluctuations are expected to continue to affect our financial income and expense.

Major devaluation or depreciation of the currencies in which we conduct operations could cause governments to impose exchange controls that would interfere with or limit our ability to transfer funds between us and our subsidiaries.subsidiaries

Major devaluation or depreciation of any suchthe currencies in which we conduct operations may also result in disruption of the international foreign exchange markets and may limit our ability to transfer or to convert such currencies into U.S. dollars and other currencies for the purpose of making timely payments of interest and principal on our indebtedness. For example, although the Mexican government does not currently restrict, and for many years has not restricted, the right or ability of Mexican or foreign persons or entities to convert pesos into U.S. dollars or to transfer other currencies out of Mexico, it could, however, institute restrictive exchange rate policies in the future. Similarly, the Brazilian government may impose temporary restrictions on the conversion of Brazilian reais into foreign

currencies and on the remittance to foreign investors of proceeds from investments in Brazil whenever there is a serious imbalance in Brazil’s balance of payments or a reason to foresee a serious imbalance. The Argentine peso has experienced significant devaluation over the past several years and the government has adopted various rules and regulations since late 2011 that established new restrictive controlsincreasingly stringent restrictions on capital flows intoaccess to the country.foreign exchange market and the transfer of foreign currency outside Argentina. These enhanced exchange controls have practically closed the foreign exchange market to retail transactions, and the Argentine peso/U.S. dollar exchange rate in the unofficial market substantially differs from the official foreign exchange rate. The Argentine government could impose further exchange controls or restrictions on the movement of capital and take other measures in the future in response to capital flight or a significant depreciation of the Argentine peso.

Developments in other countries may affect the market price of our securities and adversely affect our ability to raise additional financing

The market value of securities of Mexican companies is, to varying degrees, affected by economic and market conditions in other countries, including the United States, the European Union (the “EU”) and emerging market countries. Although economic conditions in such countries may differ significantly from economic conditions in Mexico, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Mexican issuers. Crises in the United States, the European UnionEU and emerging market countries may diminish investor interest in securities of Mexican issuers. This could materially and adversely affect the market price of our securities, and could also make it more difficult for us to access the capital markets and finance our operations in the future on acceptable terms or at all.

Item 4.Information on the Company

GENERAL

We provide telecommunications services in 18 countries. We are the largest provider of wireless communications services in Latin America based on the number of subscribers, with the largest market share in Mexico and the third-largest in Brazil. We also have major fixed-line operations in Mexico, Brazil, Colombia and 11 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 operate.

Country

Principal
Brands
Principal
Businesses

Mexico

TelcelWireless
TelmexFixed line

Argentina

ClaroWireless, Fixed line

Brazil

ClaroWireless, Fixed line
EmbratelFixed line, Pay TV
NetFixed line, Pay TV

Chile

ClaroWireless, Fixed line, Pay TV

Colombia

ClaroWireless, Fixed line, Pay TV

Costa Rica

ClaroWireless, Pay TV

Dominican Republic

ClaroWireless, Fixed line, Pay TV

Ecuador

ClaroWireless, Fixed line, Pay TV

El Salvador

ClaroWireless, Fixed line, Pay TV

Guatemala

ClaroWireless, Fixed line, Pay TV

Honduras

ClaroWireless, Fixed line, Pay TV

Nicaragua

ClaroWireless, Fixed line, Pay TV

Panama

ClaroWireless, Pay TV

Paraguay

ClaroWireless, Pay TV

Peru

ClaroWireless, Fixed line, Pay TV

Puerto Rico

ClaroWireless, Fixed line, Pay TV

Uruguay

ClaroWireless, Fixed line

United States

TracFone

SimpleMobile

Wireless

Wireless

We intend to build on our position as the leader in integrated telecommunications services in Latin America and the Caribbean by continuing to expand our subscriber base, both by developing our existing businesses and by making strategic acquisitions when opportunities arise. We are offering our customers new services and new packages that integrate multiple services, and we continue investing in our networks to optimize coverage and implement new technologies.

The following table sets forth the number of our wireless subscribers and our revenue generating units (“RGUs”) in the countries where we operate. RGUs consist of fixed lines, broadband accesses and cable or direct-to-home (“DTH”) Pay TV units. The table includes total subscribers and RGUs of all consolidated subsidiaries and affiliates, without adjusting where our equity interest is less than 100%. The table reflects the geographic segments we use in our consolidated financial statements, and in particular: (a) Southern Cone refers to Argentina, Chile, Paraguay and Uruguay; (b) Andean Region refers to Ecuador and Peru; (c) Central America refers to Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama; and (d) Caribbean refers to the Dominican Republic and Puerto Rico.

   December 31, 
   2011   2012   2013 
   (in thousands) 

Wireless subscribers:

      

Mexico

   65,678     70,366     73,505  

Brazil

   60,379     65,239     68,704  

Colombia

   28,819     30,371     28,977  

Southern Cone

   26,281     27,432     28,166  

Andean Region

   22,311     24,638     23,886  

Central America

   12,932     15,271     17,222  

United States

   19,762     22,392     23,659  

Caribbean

   5,592     5,848     5,764  
  

 

 

   

 

 

   

 

 

 

Total wireless subscribers

   241,755     261,557     269,883  
  

 

 

   

 

 

   

 

 

 

RGUs:

      

Mexico

   22,766     22,721     22,451  

Brazil(1)

   23,589     28,586     32,683  

Colombia

   3,548     4,195     4,749  

Southern Cone

   1,336     1,508     1,714  

Andean Region

   863     1,120     1,343  

Central America

   3,621     3,896     4,261  

Caribbean

   2,159     2,165     2,244  
  

 

 

   

 

 

   

 

 

 

Total RGUs

   57,883     64,191     69,445  
  

 

 

   

 

 

   

 

 

 

(1)Includes RGUs of Net Serviços for all years presented.

Our principal operations are described below. Unless otherwise indicated, we operate in all of our geographic segments under the Claro brand:

Mexico Wireless. Our subsidiary Radiomóvil Dipsa, S.A. de C.V., (“Telcel”) which operates under its own brand, 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”), which operates under its own brand, is the largest nationwide provider of fixed-line telephone services in Mexico, based on the number of subscribers.

Brazil.Our subsidiaries provide wireless telecommunications services under the brand name Claro and together constitute one of the three largest providers of wireless telecommunications services in Brazil, based on the number of subscribers. Two of our subsidiaries, Empresa Brasileira de Telecomunicações, S.A. (“Embratel”) and Net Serviços de Comunicação, S.A. (“Net Serviços”), also operate under their own brands. Embratel, together with its subsidiaries, is one of the leading providers of telecommunications services in Brazil. Net Serviços is the largest cable television operator in Brazil. Together they offer quadruple-play services in Brazil, with a cable television network that passed 18.8 million homes as of December 31, 2013.

Colombia. We provide wireless services in Colombia, where we are the largest wireless service provider, based on the number of subscribers. We also provide fixed-line telecommunications and Pay TV services. As of December 31, 2013, our network passed 6.8 million homes.

Southern Cone. We provide wireless and fixed-line services in Argentina, Paraguay, Uruguay and Chile. In Chile and Paraguay, we offer nationwide Pay TV services.

Andean Region. We provide wireless services in Peru and Ecuador. We also provide fixed-line telecommunications and Pay TV services in Peru, where our network passed 1.1 million homes, and Ecuador, where our network passed 499 thousand homes, as of December 31, 2013.

Central America. We provide fixed-line, wireless and Pay TV services in Guatemala, El Salvador, Honduras and Nicaragua. We also provide wireless and Pay TV services in Panama and Costa Rica.

United States. Our subsidiary TracFone Wireless, Inc. (“TracFone”) is engaged in the sale and distribution ofno-contract wireless services and wireless phones throughout the United States, Puerto Rico and the U.S. Virgin Islands. It operates primarily under the TracFone and Simple Mobile brands.

Caribbean. We provide fixed-line, wireless and Pay TV services in the Dominican Republic and Puerto Rico, where we are the largest telecommunications services providers, based on the number of subscribers.

Other Investments

We have substantial investments in Koninklijke KPN N.V. (“KPN”) and Telekom Austria AG (“Telekom Austria”). KPN is the leading telecommunications and IT services provider in The Netherlands and is listed on the Amsterdam Stock Exchange (Euronext Amsterdam). Telekom Austria is the leading telecommunications provider in Central and Eastern Europe and is listed on the Vienna Stock Exchange (Wiener Börse AG). In our audited consolidated financial statements, we account for KPN and Telekom Austria using the equity method.

History and Corporate Information

América Móvil, S.A.B. de C.V. (“América Móvil” or the “Company”) is asociedad anónima bursátil de capital variable organized under the laws of Mexico. We were established in September 2000 when Telmex,Teléfonos de México, S.A.B. de C.V. (“Telmex”), a fixed-line Mexican telecommunications operator privatized in 1990, and spun off to us its mobilewireless operations in Mexico and other countries. We have made significant acquisitions throughout Latin America, andthe United States, the Caribbean and Europe, and we have also expanded our businesses organically. During 2010, we acquired control of Telmex and Telmex Internacional, S.A.B. de C.V. (currently, Telmex Internacional, S.A. de C.V., or “Telmex Internacional”) in a series of public tender offers. We continue to look for other investment opportunities in telecommunication companies worldwide, including in markets where we are already present, and we often have several possible acquisitions under consideration.

Our principal executive offices are located at Lago Zurich 245, Plaza Carso / Edificio Telcel, Colonia Ampliación Granada, Delegación Miguel Hidalgo, 11529, México D.F., México. Our telephone number at this location is (5255) 2581-4449.

Business Overview

We provide telecommunications services in 25 countries. We are the leading telecommunications services provider in Latin America ranking first in wireless, fixed-line, broadband, and Pay TV services based on the number of revenue generating units (“RGUs”). Our largest operations are in Mexico and Brazil, which together account for over half of our total RGUs and in each of which we have the largest market share based on RGUs. We also have major wireless, fixed-line or Pay TV operations in 16 other countries in Latin America and 7 countries in Central and Eastern Europe. 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 December 31, 2014.

Country

Principal Brands

Principal Businesses

MexicoTelcelWireless
TelmexFixed-line
ArgentinaClaroWireless, Fixed-line
AustriaA1Wireless, Fixed-line
BelarusvelcomWireless
BrazilClaroWireless, Fixed-line, Pay TV
Embratel
NET
Bulgaria

Mobiltel

Wireless, Fixed-line
ChileClaroWireless, Fixed-line, Pay TV
ColombiaClaroWireless, Fixed-line, Pay TV
Costa RicaClaroWireless, Fixed-line, Pay TV
CroatiaVipnetWireless, Fixed-line, Pay TV
Dominican RepublicClaroWireless, Fixed-line, Pay TV
EcuadorClaroWireless, Fixed-line, Pay TV
El SalvadorClaroWireless, Fixed-line, Pay TV
GuatemalaClaroWireless, Fixed-line, Pay TV
HondurasClaroWireless, Fixed-line, Pay TV
MacedoniaVip OperatorWireless, Fixed-line, Pay TV
NicaraguaClaroWireless, Fixed-line, Pay TV
PanamaClaroWireless, Pay TV
ParaguayClaroWireless, Pay TV
PeruClaroWireless, Fixed-line, Pay TV
Puerto RicoClaroWireless, Fixed-line, Pay TV
SerbiaVip mobileWireless
SloveniaSi.mobilWireless
UruguayClaroWireless
United StatesTracFone, Straight TalkWireless

We intend to build on our position as the leader in integrated telecommunications services in Latin America and the Caribbean by continuing to expand our subscriber base, both by developing our existing businesses and by making strategic acquisitions when opportunities arise. We have developed world-class integrated telecommunications platforms to offer our customers new services and enhanced communications solutions with higher data speed transmissions at lower prices. We continue investing in our networks to increase coverage and implement new technologies to optimize or network capabilities. See “Seasonality of our Business” under Item 5 for a discussion on the seasonality of our business.

The following table sets forth the number of our wireless subscribers and our fixed RGUs, which together make up the total RGUs, in the countries where we operate. Fixed RGUs consist of fixed-lines, broadband accesses and Pay TV units (which include subscribers to our Pay TV services and, separately, to certain other digital services). The table includes total wireless subscribers and fixed RGUs of all consolidated subsidiaries and affiliates, without adjusting where our equity interest is less than 100%. The table reflects the geographic segments we use in our consolidated financial statements and in particular: (a) Southern Cone includes Argentina, Chile, Paraguay and Uruguay; (b) Andean Region includes Ecuador and Peru; (c) Central America includes Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama, (d) Caribbean includes the Dominican Republic and Puerto Rico; and (e) Europe includes Austria, Belarus, Bulgaria, Croatia, Macedonia, Serbia and Slovenia.

   December 31, 
   2012   2013   2014 
   (in thousands) 

Wireless subscribers:

      

Mexico

   70,366     73,505     71,463  

Brazil

   65,239     68,704     71,107  

Colombia

   30,371     28,977     29,775  

Southern Cone

   27,432     28,166     27,754  

Andean Region

   24,638     23,886     24,270  

Central America

   15,271     17,222     13,973  

United States

   22,392     23,659     26,006  

Caribbean

   5,848     5,764     5,092  

Europe

   —      —      20,008  
  

 

 

   

 

 

   

 

 

 

Total wireless subscribers

 261,557   269,883   289,448  
  

 

 

   

 

 

   

 

 

 

Fixed RGUs:

Mexico

 22,721   22,451   22,250  

Brazil

 28,586   32,683   36,096  

Colombia

 4,195   4,748   5,307  

Southern Cone

 1,508   1,714   1,826  

Andean Region

 1,120   1,343   1,576  

Central America

 3,896   4,261   4,606  

Caribbean

 2,165   2,244   2,347  

Europe

 —    —    4,402  
  

 

 

   

 

 

   

 

 

 

Total Fixed RGUs

 64,191   69,444   78,410  
  

 

 

   

 

 

   

 

 

 

Our principal operations are described below. We operate in all of our geographic segments under the Claro brand, except in Mexico, the U.S. and Europe, as described below.

Mexico Wireless. Our subsidiary Radiomóvil Dipsa, S.A. de C.V. (“Telcel”), which operates under the name Telcel, is the largest provider of wireless telecommunications services, based on the number of subscribers, on the fastest 3G and 4G LTE networks in Mexico.

Mexico Fixed-Line. Our subsidiary Telmex, which operates under that name, is the largest nationwide provider of fixed-voice and broadband services in Mexico based on the number of fixed RGUs.

Brazil. Our subsidiary Claro S.A. (“Claro Brasil”) provides wireless, fixed-line and Pay TV services under the brand names Claro, Embratel and NET. Claro Brasil became one of the leading providers of telecommunications services in Brazil, following a reorganization of our subsidiaries on December 31, 2014, in which our subsidiaries Embratel Participações S.A. (“Embrapar”), Empresa Brasileira de Telecomunicações (“Embratel”) and Net Serviços de Comunicação (“Net Serviços”) merged into Claro Brasil. We are the largest provider of telecommunications services in Brazil based on the number of RGUs.

Colombia. We provide integrated telecommunication services in Colombia, where we are the largest wireless service provider based on the number of subscribers. We also provide fixed-line telecommunications and Pay TV services. We are the largest carrier of broadband and Pay TV services and the third largest carrier in fixed voice services, in each case based on the number of RGUs.

Southern Cone. We provide wireless and fixed-line services in Argentina, Paraguay, Uruguay and Chile. In Chile and Paraguay, we offer nationwide Pay TV services.

Andean Region. We provide wireless services, fixed-line telecommunications and Pay TV services in Peru and Ecuador. In Ecuador, we are the largest wireless operator and are making important inroads into fixed-line services. In Peru, we are the second largest operator in all business lines, based on the number of RGUs.

Central America. We provide wireless and fixed-line telecommunications and Pay TV services in Guatemala, El Salvador, Honduras and Nicaragua. We also provide wireless and Pay TV services in Panama and Costa Rica.

United States. Our subsidiary TracFone Wireless Inc. (“TracFone”) is engaged in the sale and distribution of no-contract wireless services and wireless phones throughout the United States, Puerto Rico and the U.S. Virgin Islands. It is one of the largest virtual network operators (“MVNO”) and operates under the brands TracFone, Straight Talk, SafeLink Wireless, Net10 Wireless and Simple Mobile.

Caribbean. We provide fixed-line telecommunications, wireless, broadband and Pay TV services in the Dominican Republic and Puerto Rico. In each country, we are one of the largest telecommunications services provider based on the number of RGUs.

Europe. Our subsidiary Telekom Austria AG (“Telekom Austria”) is a leading provider of wireless and fixed-line telecommunications services in Central and Eastern Europe. It is listed on the Vienna Stock Exchange.

For a list of certain other subsidiaries, see Exhibit 8.1 to this annual report.

Property, Plants and Equipment

See Note 10 to our audited consolidated financial statements.

Other Investments

We have a substantial investment in Koninklijke KPN N.V. (“KPN”). KPN is the leading telecommunications and IT services provider in the Netherlands and is listed on the Amsterdam Stock Exchange (Euronext Amsterdam). In our audited consolidated financial statements, we account for KPN using the equity method.

Recent Developments

Mexican Telecommunications ReformsTelcel Tower Spin-off

In late 2012, Mexico beganApril 2015, a processmajority of significantly changing the legal frameworkoutstanding AA and A Shares, voting together at an extraordinary shareholders’ meeting, approved the spin-off of a new company that will own Telcel’s towers and certain related infrastructure used by its wireless operations in Mexico. The new company will be a Mexican corporation whose business will initially be to construct, install, maintain, operate and market, directly or through its subsidiaries, various types of towers, other support structures, physical space for the regulationlocation of telecommunicationstowers, and broadcasting services. These reforms are aimed at enhancing and promoting investmentnon-electronic components, in each case used for the installation of wireless communication transmission equipment, as well as to provide other services related directly or indirectly to the telecommunications sector. The implementation of the spin-off is subject to certain corporate, regulatory and broadcasting sectors in Mexico, in ordergovernmental approvals.

Settlement with Axtel and Avantel

In March 2015, our subsidiaries Telcel, Telmex and Teléfonos del Noroeste, S.A. de C.V. (“Telnor”), reached a settlement agreement with Axtel, S.A.B. de C.V. and Avantel, S. de R.L. de C.V. (collectively, “Axtel”) to increase penetration, promote universal coverage, reduce pricessettle all disputes regarding termination rates and related interconnection matters. After accounting for the payment of all disputed and outstanding amounts related to mobile termination services, we made a net payment of Ps.950 million to Axtel as part of the settlement. Axtel concurrently signed agreements to become the first mobile MVNO to use Telcel’s network to provide the whole population with access to qualitymobile phone services and content.

to access and share the passive infrastructure owned by Telmex in Mexico.

The first legal step inFine Imposed on Telmex by the reforms was a package of constitutional amendments that became effective in June 2013. Among other things,Instituto Federal de Telecomunicaciones

In January 2015, the constitutional amendments established a new Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones, or “IFT”) imposed a fine of Ps.14.4 million on Telmex for failing to file a notification of an alleged merger (concentración) with the “IFT”), established specialized courts for telecommunicationsIFT in November 2008, with respect to arrangements between Telmex and broadcasting matters,Dish México Holdings, S. de R.L. de C.V. and identified criteria for declaringits related companies. Telmex has challenged the IFT’s resolution imposing such fine, since we believe such arrangements do not constitute a “preponderant economic agent”merger as defined by the IFT.

TracFone Settlement with the U.S. Federal Trade Commission

In January 2015, our subsidiary TracFone agreed to pay U.S.$40 million to settle with the U.S. Federal Trade Commission (“FTC”) and the plaintiffs to four civil class actions, in each of the telecommunications and broadcasting sectors and certain asymmetric measures that may be imposed to protect competition and consumers. The ultimate effects of the amendments on us and our competitors will depend on implementing legislation and regulatory actions.

On March 7, 2014, the IFT issued a resolution declaring that we and our operating subsidiaries Telcel, Telmex and Telnor, along with certain other companies that have common shareholders with us, comprise an “economic interest group” that is a “preponderant economic agent” in the telecommunications market. In the same resolution, the IFT also imposed certain specific asymmetric measures on us and our operating subsidiaries, many of which could have material and adverse effects on our operations in Mexico and our financial results. The IFT’s preponderant economic agent determination and the asymmetric measures it imposed on us are summarized under “Regulation—Mexico—Asymmetric Regulation of the Preponderant Economic Agent.”

We have filed, in the specialized telecommunications courts created by the constitutional amendments, a challenge (juicio de amparo) to the IFT’s preponderant economic agent determination and the imposition of asymmetric measures. We are unable to predict the likelihood of our success in that challenge, or the timing of any final result, and the courts will not suspend the IFT’s asymmetric measures while our challenge is pending.

On March 24, 2014, the Mexican President submitted a bill to Congress proposing implementing legislation for the June 2013 constitutional amendments. When enacted, the legislation will establish the new Federal Law on Telecommunications and Broadcasting (Ley Federal de Telecomunicaciones y Radiodifusión). The currently available public version of the bill would phase out long-distance charges for fixed-line and mobile services in Mexico, in the case of fixed-line services over a one-year period, and in the case of mobile services over a period determined by the IFT. In addition, the bill proposes new measures that would apply to an entity determined to be the preponderant economic agent in the telecommunications sector, including:

setting fixed and mobile interconnection rates at zero until the IFT determines there is “effective competition” in the telecommunications sector;

requiring all rates to be approved by the IFT before going into effect, and imposing specific rate requirements; and

conditioning our ability to provide broadcasting or Pay TV services on, among other things, two years of compliance with the IFT’s asymmetric measures and the new federal law, and the payment of any new concession fees.

We expect that the implementing legislation will be adopted in 2014, but we cannot predict the content of the final legislation. Additional measures proposed by the bill are summarized under “Regulation—Mexico.”

Telekom Austria

On April 23, 2014, we announced that we had entered into a shareholders’ agreement (the “TKA Shareholders’ Agreement”) with Telekom Austria’s largest shareholder, Österreichische Industrieholding AG (or “OIAG”), an entity controlled by the Republic of Austria. Together, we and OIAG own more than 50% of the voting shares of Telekom Austria. The TKA Shareholders’ Agreement has a term of ten years, subject to termination if, among other things, either party’s participation in Telekom Austria falls below 10%. The effectiveness of the TKA Shareholders’ Agreement and the launching of TKA Offer (as defined below) are subject to certain regulatory approvals in Austria, and certain merger control authorizations in Austria and in the other Central and Eastern European countries in which Telekom Austria currently operates.

The TKA Shareholders’ Agreement provides for nominations to Telekom Austria’s supervisory board and management board (together, the “TKA Boards”) and for the coordinated exercise of voting on the TKA Boards and at shareholders’ meetings, subject, in both cases, to certain specific veto rights in favor of OIAG that are summarized below. Under these provisions, we will have the right to appoint the majority of the members of each of the TKA Boards. Resolutions by both of the TKA Boards are adopted by a simple majority.

As long as OIAG holds more than 25% of Telekom Austria’s share capital, OIAG will have veto rights with respect to certain matters, including capital increases that would result in OIAG’s shareholding falling to 25% or below, appointment of Telekom Austria’s statutory auditors, relocation of Telekom Austria’s corporate headquarters outside of Austria, related party transactions, sale of core businesses and amendments to the corporate name of Telekom Austria. Certain of these veto rightsadvertising practices for TracFone’s unlimited data plans. The funds will remain in effect even if OIAG’s shareholding falls to 25% or below.

As a result of signing the TKA Shareholders’ Agreement, we are required by Austrian law to offer to purchase all of the outstanding shares of Telekom Austria not held by us, OIAG or Telekom Austria (the “TKA Offer”). We expect to launch the TKA Offer during May or June 2014 at a price of €7.15 per share, subject to obtaining regulatory approvals. The total purchase price for us, if all the outstanding shares subject to the TKA Offer are tendered, would be approximately €1.4 billion.

Also under the terms of the TKA Shareholders’ Agreement, we and OIAG have agreed to vote in favor of a capital increase for Telekom Austria of €1.0 billion. We have also agreed to participate in the capital increase,pro-rata to our then current participation in Telekom Austria, and OIAG has agreed to participate as necessary in order for it to maintain ownership of more than 25% of Telekom Austria. The capital increase is subject to the closing of the TKA Offer.

AMX-1 Submarine Cable System

In July 2014, we expect to begin commercial operation of América Móvil 1 (the “AMX-1 System”), a 17,500 km submarine cable system initially deployed with 40 Gigabit per second (40G) transmission and specifically designed for 100 Gigabit per second (100G) transmission. The cable runs from the United States to Central America and Brazil and enables usused to provide international connectivityrefunds to all our subsidiaries in those areas. The AMX-1 System connects seven countries via eleven landing points. The higher transmission speeds weconsumers through a claims process that will be able to achieve as a result ofjointly administered by the new system should substantially improve our customers’ communications experiences, providing opportunities for creationFTC and innovation.the civil class plaintiffs’ counsel.

Acquisition of Start Wireless GroupSpectrum in Four Countries

On January 16,Between the months of October 2014 and February 2015, we paid a total of U.S.$1.8 billion to purchase additional spectrum to expand our subsidiary TracFone acquired substantially all4G LTE and 3G networks in four countries: Brazil (20 MHz of the assets of Start Wireless Group, Inc. (“Start Wireless”), which operates under the Page Plus brand. Start Wireless is a mobile virtual network operatorspectrum in the United States,700 MHz band); Argentina (20 MHz of spectrum in the 1,700 MHz band and provides services to approximately 1.4 million customers30 MHz of spectrum in the 700 MHz band); Ecuador (20 MHz of spectrum in the 1,900 MHz band and offers, among other services, prepaid voice plans, messaging40 MHz of spectrum in the 1700 MHz-2100 band); and data.Puerto Rico (10 MHz of spectrum in the 1,700 MHz band).

MEXICO WIRELESS OPERATIONS

We offer wireless services and products in Mexico through our subsidiary Telcel and Telcel’s subsidiaries and affiliates in Mexico. Telcel is the leading provider of wireless communications services in Mexico. We also offer yellow-pages directory services in Mexico through Anuncios en Directorios, S.A. de C.V. and publishing services through Editorial Contenido, S.A. de C.V.

As of December 31, 2013,2014, we had approximately 73.571.5 million cellular subscribers, approximately 87.2%86.1% of which were prepaid customers, which represented a market share of 70.2%69.5%.

In 2013,2014, our Mexico Wireless segment had revenues of Ps.193,178Ps.195,710 million representing 24.6%23.1% of our consolidated revenues for such period. As of December 31, 2013,2014, our Mexico Wireless operations represented approximately 27.2%24.7% of our total wireless subscribers, as compared to 26.9%27.2% at December 31, 2012.2013.

The following table sets forth information regarding our Mexico Wireless segment’s subscriber base, market share and operating measures at the dates and for the periods indicated.

 

  December 31,   December 31, 
  2011 2012 2013   2012 2013 2014 

ARPU (year ended)

  Ps.166   Ps.176   Ps.167    Ps.176   Ps.167   Ps.165  

Subscribers (thousands):

        

Prepaid

   58,218   61,756   64,112     61,756   64,112   61,507  

Postpaid

   7,460   8,610   9,393     8,610   9,393   9,956  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   65,678    70,366    73,505   70,366   73,505   71,463  
  

 

  

 

  

 

   

 

  

 

  

 

 

Market share

   68.2  69.6  70.2 69.6 70.2 69.5

MOUs (year ended)

   223    265    273   265   273   266  

Wireless churn rate (year ended)

   3.7  3.7  3.8 3.7 3.8 4.3

Services and Products

Voice Services and Products

Telcel offers wireless voice and data services under a variety of service plans to meet the needs of different user segments. The plans are either “postpaid,” where the customer is billed monthly for the previous month, or “prepaid,” where the customer pays in advance for a specified volume of use over a specified period. Although prepaid customers typically generate lower levels of usage and are often unwilling to make a fixed financial commitment or do not have the credit profile to purchase postpaid plans, we believe the prepaid market represents a large and growing market in Mexico because, compared to the average postpaid plan, prepaid plans involve higher average per minute airtime charges, lower customer acquisition costs and billing expenses, and no payment risk.

Rates for postpaid plans have not increased since April 1999 and rates for prepaid plans have not increased since 2002. Rates for both types of plans are affected by the Mexican economic and regulatory environment. In addition, in recent periods Telcel has offered certain discounts and promotions that reduce the effective rates that its postpaid and prepaid customers pay.

Telcel offers international roaming services to its subscribers through the networks of cellular service providers with which Telcel has entered into international roaming agreements around the world. In Mexico, Telcel also provides GSM, 3G and 3G4G LTE roaming services to customers of Telcel’s international roaming partners.

In connection with the provision of its voice services, in the past Telcel earnsearned mobile termination revenues from calls to any of its subscribers that originateoriginated with another service provider. Telcel chargescharged the service provider from

whose network the call originates a mobile termination charge for the time Telcel’s network is used in connection with the call. Under the 2014 implementing legislation and the IFT’s determination that we are part of a group constituting a preponderant economic agent, Telcel is no longer able to charge other service providers any mobile termination rates. Telcel filed a challenge (juicio de amparo) against the IFT’s resolution, which is still pending. Similarly, Telcel must continue to pay mobile termination feesrates in respect of calls made by its subscribers to customers of other service providers. There has been extensive controversy,providers and legal and administrative proceedings, concerning the terms of these interconnection agreements in Mexico, and in the future, Telcel may not be able to chargesuch rates are freely negotiated with such other service providers for mobile termination charges. See “Recent Developments”, “Regulation—Mexico” and “Regulation—Mexico—Mexican Regulatory Proceedings—Mobile Termination Rates” under this Item 4 and Note 1720 to our audited consolidated financial statements included in this annual report.

Value-Added Services

Telcel offers value-added services including data,that include internet access, messaging, mobileand other wireless entertainment and enterprise mobilitycorporate services.

Data Services

ThroughTelcel provides internet access through its GSM/EDGE, 3G and 4G LTE networks, Telcel offers mobilenetworks. Telcel’s internet services include roaming capability and wireless internet connectivity for feature phones, smartphones, tablets and laptops, including data transmission, e-mail services, instant messaging, content streaming, interactive applications and other internet services.

In addition, Telcel offers other wireless services, including wireless security services, mobile payment solutions, machine-to-machine services, mobile banking, VPN services,Oficina Móvil Telcel (a services suite designed to provide companies with productivity-enhancing applications), video calls, and Personal Communications Service (“PCS”). On our website,Claroideas, Telcel also offers dataa wide range of services through roaming service agreements.and content such as video, music, games and other applications.

Handsets and Accessories

Telcel offers a variety of products as complements to its wireless services, including handsets, feature phones, smartphones, broadband cards, tablets and accessories such as chargers, headsets and batteries.

Other Services and Products

In addition, Telcel offers other wireless services, such as PC and wireless security services,machine-to-machine services, near field communication services, mobile payment solutions, mobile applications, VPN services,Oficina Móvil Telcel (a services suite designed to provide companies with productivity-enhancing applications), video calls and mobile banking. Our internet content portal,Ideas, offers a wide range of services and content such as video, music, radio, online gaming and applications.

Marketing

Telcel develops customer and brand awareness through its marketing and promotion efforts and high-quality customer care. Telcel builds upon the strength of its well-recognized brand name to increase consumer awareness and customer loyalty, employing continuous advertising efforts through print, radio, television, digital media, sponsorship of sports events and other outdoor advertising campaigns. Telcel promotes social responsibility through programs such as its alliances with the World Wildlife Fund and the (RED) campaign. In addition, Telcel has a loyalty rewards program,Círculo Azul, that offers postpaid customers points that can be redeemed for handsets and other goods or services provided by third parties.

In 2013,2014, our marketing efforts were mainly focused on highlighting that we have one of the best 3G networks in the world, while also promoting our 4G LTE network in the main citiesas well as a variety of rate plans, products and services throughout Mexico.

Sales and Distribution

Telcel markets its wireless services and products primarily through exclusive distributors located throughout Mexico, who sell Telcel’s services and products, including handsets, postpaid plans and prepaid cards, and receive commissions through approximately 21,53319,274 points of sale. In addition, Telcel’s company-owned retail

stores offer one-stop shopping for a variety of wireless services and products. Walk-in customers can subscribe for postpaid plans, purchase prepaid cards and purchase handsets and accessories. As of December 31, 2013,2014, Telcel owned and operated 346369 customer sales and service centers throughout Mexico and will continue to open new sales and service centers as necessary in order to offer its products directly to subscribers in more effective ways. In addition, Telcel has a dedicated corporate sales group to service the needs of its large corporate and other high-usage customers. InFor the year ended December 31, 2013,2014, approximately 30%34.0% of Telcel’s sales of handsets were generated byfrom cellular distributors, 22%39.0% from sales inretail chains, 24.0% from company-owned stores, and 48%3.0% from direct sales to corporate accounts.

Billing and Collection

Telcel bills its postpaid customers through monthly invoices, which detail itemized charges. Customers may pay their bills through pre-authorized debit or credit charges, in person at banks and at Telcel’s and other designated retail stores and electronically through the internet websites of Telcel and of banks.

If

Before IFT’s determination that we are part of a group constituting a preponderant economic agent, if a postpaid customer’s payment iswas overdue, service mayall services could be suspended temporarily until full payment for all outstanding charges iswas received. If the subscriber’s payment iswas more than 60 days past due, service mayall services could be discontinued permanently. As a result of IFT’s determination of preponderance, we are no longer permitted to make any suspensions to any telecommunications services other than data services.

Accounts that are more than 90 days past due are considered doubtful accounts.

A prepaid customer who purchases airtime credit has between 7 to10 and 60 days, depending on the amount purchased, to use the airtime. After 30 or 60 days, depending on the amount purchased, the customer can no longer use that airtime for outgoing calls unless the customer purchases additional airtime credit.

Customer Service

Telcel places a high priority on providing its customers with quality customer care and support, with approximately 65.6% of Telcel’s employees dedicated to customer service. Customers may call a toll-free telephone number, go to one of the customer sales and service centers located throughout Mexico or access Telcel’s website to make inquiries.

Our Networks and Technology

Telcel’s wireless networks, which cover approximately 94.5%93.0% of the Mexican population, use digital technologies in the 850 MHz frequency spectrum, 1900 MHz frequency spectrum and the 1.7/2.1 GHz frequency spectrum. As of December 31, 2013,2014, Telcel has networks using:

 

GSM technology in the 1900 and 850 MHz frequency spectrums;

 

enhanced data rates for GSM evolution (“EDGE”) technologies in the 1900 and 850 MHz frequency spectrum;

 

3G UMTS/HSPA technologies in the 850 and 1900 MHz frequency spectrum; and

 

4G LTE technology in the 1.7/2.1 GHz frequency spectrum.

GSM/EDGE network

Currently, Telcel’s GSM network offers service in all nine regions in Mexico, having built and installed a GSM network in the 1900 MHz spectrum in those regions. In addition, Telcel has continued with the expansion of its GSM network by using the 850 MHz and 1900 MHz spectrum since 2006. As of December 31, 2013,2014, Telcel’s GSM subscriber base represented approximately 67.2%48.5% of Telcel’s total subscribers.

In addition, Telcel upgraded the GSM network with EDGE technology in 2005. It has implemented EDGE technology in all localities with GSM coverage (approximately 202,000202,309 localities), including all the major cities and roads in Mexico.

3G network

Telcel operates a UMTS 3G network in Mexico using the existing 850 MHz spectrum using HSPA, a mobilewireless telephony communications protocol that allows networks based on UMTS to have higher data transfer speeds and capacity. In addition, Telcel continues to expand its 3G network by using the 1900 MHz spectrum band. As of December 31, 2013,2014, Telcel’s UMTS/HSPA network covered approximately 132,672146,453 localities, including all of Mexico’s principal cities. Telcel plans to continue expanding its 3G coverage in Mexico throughout 20142015 to urban as well as rural areas. As of December 31, 2013,2014, Telcel’s UMTS/HSPA subscriber base represented approximately 31.4%47.4% of Telcel’s total subscribers. We expect to improve our network coverage in cities and areas with high data usage through the ongoing deployment of HSPA+ protocol.

4G LTE network

In 2010, Telcel obtained additional spectrum in the 1.7/2.1 GHz spectrum for each of the nine regions of Mexico. In November 2012, Telcel began offering 4G services using a LTE technology based network in Mexico’s nine major cities and expanded its coverage to other large and medium cities through 2013.2014. Telcel plans to continue expanding its coverage through 2014.2015. LTE allows us to offer higher bitrates in mobilewireless data services and is the leading 4G technology across the globe. As of December 31, 2013,2014, Telcel’s 4G LTE subscriber base represented approximately 1.4%4.1% of Telcel’s total subscribers.

Competition

Telcel faces competition from other wireless providers using the 850 MHz spectrum and from providers with Personal Communications Service (“PCS”)PCS licenses that provide wireless service on the 1900 MHz spectrum. Telcel’s principal competitors in Mexico are IusacellAT&T Inc. (“AT&T”) and Telefónica S.A (Movistar).

As a result of the Federal Law on Telecommunications and Broadcasting, Telcel also faces competition from MVNOs such as Axtel, Quickly Phone, S.A. de C.V. (Quickly Phone) and Telefónica S.A. Telcel also competes with Comunicaciones Nextel de México,Telecomunicaciones 360, S.A. de C.V. in certain regions.(Elektra), all of which are MVNOs under Telcel’s network, as well as Virgin Mobile México, S. de R.L. de C.V. (Virgin Mobile), Teligentia, S.A. de C.V. (Cierto), Lycamobile, S.A.P.I. de C.V. (Lycamobile), Coppel Móvil, S.A. de C.V. (Coppel) and Maz Tiempo, S.A.P.I. de C.V. (Maz Tiempo), all of which are MVNOs under Telefónica’s network.

The effects of competition on Telcel depend, in part, on the business strategies of its competitors, on regulatory developments and on the general economic and business climate in Mexico, including demand growth, interest rates, inflation and exchange rates. The effects could include loss of market share and pressure to reduce rates. See “Regulation—Mexico” under this Item 4.

Directory Services and Products

Print Directories

We publish and distribute yellow-pages and white-pages directories. Basic listing in our yellow-pages directories is provided at no charge and includes the name, address and telephone number of the business according to its classification. In addition, we sell paid advertising space on an annual basis in our yellow-pages directories and offer various advertising options to our customers.

Internet Directory

Through our Sección Amarilla business, we provide a wide range of advertising, e-commerce and digital marketing services, from local directory services, maps and videos to search engine optimization (SEO) and search engine marketing (SEM) strategies for small and medium business and large advertisers, e-commerce platforms, application development for mobile devices, digital discount coupons and social media solutions.

We are the largest provider of yellow-pages directories in Mexico, where we compete with other types of media, including television broadcasting, newspaper, radio, direct mail, search engines and other internetyellow-pages.

MEXICO FIXED OPERATIONS

We offer fixed-line services and products in Mexico mainly through our subsidiary Telmex and its subsidiaries in Mexico. Telmex is the leading provider of fixed-line voice and broadband services in Mexico. As of December 31, 2013,2014, we had approximately 13.513.1 million fixed-linefixed voice subscribersRGUs and 8.99.2 million broadband subscribersRGUs in Mexico.

In 2013,2014, our Mexico Fixed segment had revenues of Ps.105,869Ps.107,518 million, representing 13.5%12.7% of our consolidated revenues for such period. As of December 31, 2013,2014, our Mexico Fixed operations represented approximately 32.3%28.4% of our total fixed RGUs, as compared to 35.3%32.3% at December 31, 2012.2013.

The following table sets forth information regarding our Mexico Fixed segment’s subscriberfixed RGU base, traffic and operating measures at the dates and for the periods indicated:

 

  December 31,   December 31, 
  2011 2012 2013   2012 2013 2014 

RGUs (thousands):

    

Fixed RGUs (thousands):

    

Fixed voice

   14,814   14,224   13,543     14,224   13,543   13,088  

Broadband

   7,952   8,497   8,908     8,497   8,908   9,162  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   22,766    22,721    22,451   22,721   22,451   22,250  
  

 

  

 

  

 

   

 

  

 

  

 

 

Traffic (year ended) (millions):

    

Long-distance minutes

   27,320    33,156    34,868   33,156   34,868   37,091  

Interconnection minutes

   37,789    38,368    41,216   38,368   41,216   42,189  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total minutes

   65,109    71,524    76,084   71,524   76,084   79,280  
  

 

  

 

  

 

   

 

  

 

  

 

 

Churn rate (year ended):

    

Fixed voice

   1.2  1.1  1.4 1.1 1.4 1.1

Broadband

   1.4  1.4  1.2 1.4 1.2 1.2

Services and Products

Voice Services and Products

Telmex offers a variety of fixed-line voice services and products, including local-service,local service and domestic and international long-distance service and public telephony services, under a variety of plans to meet the needs of different market segments.

Telmex charges for fixed-line local telephone service include (a) installation charges, (b) monthly line-rental charges, (c) local-service calls, (d) digital services and (e) charges for other services, such as the transfer and reconnection of a line to another address. Residential customers pay a fixed charge per local call in excess of a monthly allowance of 100 local calls, and commercial customers pay for every local call. The concession Telmex holds to operate a public network for basic telephone services allows but does not require Telmex to base its charges on the duration of each call. Telmex does not currently charge by duration of calls in any region, except in the case of prepaid services.

Telmex’s rates for domestic long-distance service are based on call duration and type of service (direct-dial or operator-assisted) and apply once customers exceed the number of minutes included in their service packages. Under the 2014 telecommunications legislation, as of January 2015, Telmex must phase outis no longer permitted to charge its clients for domestic long-distance charges over a three-year period ending in 2017.calls.

Charges for international long-distance calls are based on call duration, type of service (direct-dial oroperator-assisted) and the destination of the call. These charges apply once customers exceed the number of

minutes included in their plan. Customers can choose from a variety of discount rate plans. Telmex has not increased its rates since 2001 for local telephone service and since 1999 for domestic long-distance service and international long-distance calls,

continuing its trend of offering lower rates in real terms every year. In addition, Telmex provides interconnection services pursuant to which (a) long-distance, local and mobile-phone carriers operating in Mexico establish points of interconnection between their networks and Telmex’s network and (b) Telmex carries calls between the points of interconnection and its customers. When a customer of another carrier calls a local-service customer of Telmex, Telmex completes the call by carrying the call from the point of interconnection to the particular customer, and when a local-service customer of Telmex who has preselected a competing long-distance carrier makes a long-distance call, Telmex carries the call from the customer to the point of interconnection with that other long-distance carrier’s network. AsUnder the 2014 implementing legislation and the IFT’s determination that we are part of a resultgroup constituting a preponderant economic agent, Telmex is no longer able to charge other carriers any termination rates. Telmex filed a challenge (juicio de amparo) against the IFT’s resolution, which is still pending. Telmex must continue to pay termination rates in respect of Mexico’s “bill and keep” system, under which localcalls made by its customers to customers of other carriers and cable television providers do not pay interconnection feessuch rates are freely negotiated with such other carriers. See “Regulation—Mexico” under this Item 4 and Note 20 to other local carriers, Telmex does not receive an interconnection fee from these calls.our audited consolidated financial statements included in this annual report.

Data Services and Products

Telmex’s data service business is comprised of internet access service and corporate network services. Telmex’s broadband service, which it provides under the Infinitum brand, allows its customers to use itshigh-capacity connectivity services with applications such as video-conferencing, file transfer and e-mail.video-conferencing. Infinitum operates over Asymmetric Digital Subscriber Line technology.

Corporate network services consist of voice, video and data-transmission between two or more end points using private circuits. Telmex’s principal products for corporate networks are Ladaenlaces (Ladalinks)ladalinks (ladaenlaces) andmulti-service virtual private networks (“VPNs”), which allows Telmex to provide different levels of service applications. Telmex also provides specialized assistance and technical support for these applications, as well as network-outsourcing services that include maintenance, support and integration of communication networks and information systems.

Other Services and Products

Consistent with Telmex’s strategy of increasing the value of its fixed-line service, it has focused on customers’ needs, and offers packages of telecommunications services that include internet access and a customized mix of local calls, minutes for domestic calls, international long-distance calls and calls to wireless phones.

Other Services and Products

In addition, Telmex provides various telecommunications and telecommunications-related products and services that include sales of computers, telecommunications equipment and accessories, public phone services and billing and collection services to third parties. Telmex offers billing and collection services through its phone bills to other companies.

Telmex currently provides billing and collection services to companies such as Medicall Home, Socio Águila, Teletón, Telecomunicaciones de México and Dish México S. de R.L. de C.V. (“Dish México”). In November 2008, Telmex entered into several agreements with Dish México and its affiliates, which operate a DTH Pay TV system in Mexico, pursuant to which Telmex is currently providing customary services, including billing and collection, among others. In July 2014, Telmex announced that it decided not to invest directly in a joint venture with Dish.

Sales and Distribution

Telmex uses its network of Telmex stores (Tiendas Telmex) to offer its products and services throughout Mexico. In addition to functioning as customer-service centers, Telmex’s stores offer a wide range of computer and telecommunications equipment and accessories, which may be purchased outright or through installment payment plans.

Billing and Collection

Telmex bills its customers through monthly invoices, which detail itemized charges. Customers may pay their bills through pre-authorized debit or credit charges, in person at banks and at Telmex’s and other designated retail stores and electronically through the internet websites of Telmex and of banks.

Our Networks and Technology

Telmex’s local and long-distance fiber optic network consists of approximately 181,300 kilometers that connectconnects all major cities in Mexico.Mexico, where our network comprised of more than 200 thousand km of fiber optic cable and passed approximately 20 million homes as of December 31, 2014. In addition, Telmex’s local and long-distance fiber optic network connects Mexico, through submarine cables, with multiple other countries.

Competition

Telmex faces competition from other holders of long-distance and local-service licenses, Pay TV operators that provide telephone and internet service and wireless telecommunications providers. Telmex’s main competitors in Mexico are Alestra S. de R.L. de C.V., Axtel S.A.B. de C.V., Maxcom Telecomunicaciones S.A.B. de C.V., Megacable Holdings S.A.B. de C.V., Cablevisión, S.A.B. de C.V., and Cablemás, S.A. de C.V.

BRAZIL OPERATIONS

We offer wireless, fixed-line voice, broadband, Pay TV and directory services and products in Brazil through our subsidiaries Americel S.A. (“Americel”), Claro S.A.Brasil, Embratel Tvsat (“Claro Brasil”TV”), Embratel, and Star One S.A. (“Star One”). Claro Brasil became one of the leading providers of telecommunications services in Brazil, following a reorganization of our subsidiaries on December 31, 2014, in which our subsidiaries Embrapar, Embratel, then one of the major domestic long-distance service providers, and Net Serviços, then the largest cable television operator in Brazil.Brazil, merged into Claro Brasil, consolidating all activities previously provided by the merged companies. We offer wireless and fixed-line services under the Claro brand and fixed-line services under the Claro,are still using Embratel and NET brands. In February 2012, we acquired a controlling interest in Net Serviços.brands for sales and marketing purposes.

As of December 31, 2013,2014, we had approximately 68.771.1 million wireless subscribers, approximately 79.2%78.0% of which were prepaid customers, which represented a market share of 24.8%25.3%. As of December 31, 2013,2014, we also had approximately 11.212.2 million fixed-line subscribers, 6.7fixed voice RGUs, 7.6 million broadband subscribersRGUs and 14.816.3 million Pay TV subscribers.RGUs.

In 2013,2014, our Brazil segment had revenues of Ps.199,887Ps. 204,647 million, representing 25.4%24.1% of our consolidated revenues for such period. As of December 31, 2013,2014, our Brazil segment operations represented approximately 25.5%24.6% of our total wireless subscribers, as compared to 24.9%25.5% at December 31, 2012,2013, and approximately 47.1%46.0% of our total fixed RGUs, as compared to 44.6%47.1% at December 31, 2012.2013.

The following table sets forth information regarding our Brazil segment’s subscriber and fixed RGU base, traffic, market share and operating measures at the dates and for the periods indicated. Operating data in the following table include Net Serviços for all three years.

 

  December 31,   December 31, 
  2011 2012 2013   2012 2013 2014 

Wireless Operations:

        

ARPU (year ended)

  Ps.135   Ps.107   Ps.89    Ps.107   Ps.89   Ps.83  

Subscribers (thousands):

        

Prepaid

   47,710   52,170   54,386     52,170   54,386   55,455  

Postpaid

   12,669   13,069   14,318     13,069   14,318   15,652  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   60,379    65,239    68,704   65,239   68,704   71,107  
  

 

  

 

  

 

   

 

  

 

  

 

 

Market share

   25.4  24.1  24.8 24.1 24.8 25.3

MOUs (year ended)

   100    115    128   115   128   121  

Wireless churn rate (year ended)

   3.7  3.7  3.3 3.7 3.3 3.3

Fixed Operations:

    

RGUs (thousands):

    

Fixed RGUs (thousands):

Fixed voice

   9,158    10,280    11,188   10,280   11,188   12,159  

Broadband

   4,661    5,752    6,689   5,752   6,689   7,599  

Pay TV

   9,770    12,554    14,806   12,554   14,806   16,338  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   23,589    28,586    32,683   28,586   32,683   36,096  
  

 

  

 

  

 

   

 

  

 

  

 

 

Traffic (year ended) (millions):

    

Long-distance minutes

   19,140    23,692    27,843  

Interconnection minutes

   8,719    8,848    10,678  
  

 

  

 

  

 

 

Total minutes

   27,859    32,540    38,521  
  

 

  

 

  

 

 

Churn rate (year ended):

    

Fixed voice

   2.5  1.6  1.8

Broadband

   1.4  1.3  1.5

Pay TV

   1.5  1.7  1.8

   December 31, 
   2012  2013  2014 

Traffic (year ended) (millions):

    

Long-distance minutes

   23,692    27,843    29,521  

Interconnection minutes

   8,848    10,678    11,015  
  

 

 

  

 

 

  

 

 

 

Total minutes

 32,540   38,521   40,536  
  

 

 

  

 

 

  

 

 

 

Churn rate (year ended):

Fixed voice

 1.6 1.8 1.7

Broadband

 1.3 1.5 1.5

Pay TV

 1.7 1.8 1.8

Services and Products

Wireless Voice Services and Products

Claro Brasil offers postpaid and prepaid wireless voice services under a variety of rate plans to meet the needs of different market segments. Claro Brasil also offers international roaming services to its subscribers through the networks of cellular service providers with which it has entered into international roaming agreements around the world, and it provides GSM and 3G roaming services to customers of its international roaming partners.

In connection with the provision of voice services, Claro Brasil earns interconnection revenues from calls to any of its subscribers that originate with another service provider. Claro Brasil charges the service provider from whose network the call originates an interconnection charge for the time its network is used in connection with the call. Similarly, Claro Brasil must pay interconnection fees in respect of calls made by its subscribers to customers of other service providers.

Claro Brasil offers data services, including SMS, MMS, mobile entertainment services, data-transmission, internet browsing and e-mail services. Claro Brasil also offers a variety of products as complements to our wireless service, including handsets and smartphones.

Fixed-line Voice Services and Products

Embratel isWith the reorganization of our subsidiaries in Brazil in December 2014, Claro Brasil became one of Brazil’s major domestic long-distance service providers, offering inter-regional,intra-regional and intra-sectorial long-distance services to corporate and residential customers throughout Brazil. EmbratelClaro Brasil also provides international long-distance services. Embratel’sClaro Brasil’s long-distance voice services customers are not “pre-subscribed,” meaning that customers do not register with EmbratelClaro Brasil before it begins providing services to them. Instead, each time a customer initiates a long-distance domestic or international call from either a fixed or a mobile terminal, the customer chooses whether to use Embratel’sClaro Brasil’s services by dialing the “21” selection code or to use the services of another service provider by dialing a different code. In addition, EmbratelClaro Brasil provides local fixed telephony services and is present in all Brazilian states, marketing to residential customers its wireless local services under thestates. Claro Fixo brand and, in connection with Net Serviços, provides its fixed-line services under the NET Fone brand. EmbratelBrasil also offers services to large-sized and medium-sized business customers under the Rede Vip brand.

In addition, other telecommunications companies that wish to interconnect with and use Embratel’sClaro Brasil’s network must pay certain fees, including a network usage fee. The network usage fee is subject to a price cap set by the Brazilian Agency of Telecommunications (Agê(Agência Nacional de Telecomunicações, or “Anatel”).

As discussed above, Net ServiçosClaro Brasil also provides a fixed-line telephony service, in partnership with Embratel under the brand NET Fone brand. This product, which usesusing Voice over Internet Protocol (“VoIP”) technology, which works like conventional fixed-line telephony and allows the user to make local and long-distance and international calls to any telephone or handset. NET FoneAs of December 31, 2014, this service had approximately 6.4 million RGUs, compared to 5.7 million subscribers as of December 31, 2013, compared to 5.0 million as of December 31, 2012, and is available in more than 160177 cities.

Broadband and Data Services

EmbratelClaro Brasil is also one of Brazil’s leading providers of data communication services, serving a client base that includes a majority of Brazil’s top 500 corporations. Embratel’sClaro Brasil’s data-transmission services include the renting of high-speed data lines to businesses and to other telecommunications providers, satellite-data-transmission, internet services, packet-switched data-transmission, frame-relay, cloud computing, data centers, telepresence andmessage-handling systems.

Net ServiçosClaro Brasil is Brazil’s leading provider of broadband internet services to residential customers, marketing its services under the NetNET Virtua brand. This product is available at various download speeds. NET Virtua had approximately 6.27.3 million subscribersRGUs as of December 31, 2013,2014, compared to 5.36.2 million as of December 31, 2012.2013.

Pay TV

Net ServiçosClaro Brasil is the leading provider of cable Pay TV services to residential customers in Brazil. As of December 31, 2013, Net Serviços2014, Claro Brasil had approximately 6.16.8 million digital cable Pay TV subscribersRGUs and offered cable in 161178 locations, including Rio de Janeiro and São

Paulo. Among others, Net Serviços offerswe offer Pay TV andPay-Per-View programming under the NET brand, digital Pay TV under the NET Digital brand and high definition (“HD”) Pay TV under the NET Digital HD MAX brand, as well as digital video recorder, interactive and video-on-demand services. Net ServiçosClaro Brasil is also the only Pay TV operator in Brazil to broadcast content in HD 3D.

Net ServiçosClaro Brasil also offers bundled packages of services, including quadruple-play services, which combine Pay TV, broadband internet, wireless and fixed-line telephone services, in conjunction with services.

Claro Brasil and Embratel.

EmbratelTV also offers Pay TV services through DTH technology. Monthly subscription fees for such services range in price from R$39.9049,90 to R$169.80,199,00, taxes included.

Other Services

Embratel,Claro Brasil, through its subsidiary Star One, is Brazil’s leading provider of satellite solutions, includingspace-segment provision, broadband and data-network services. Embratel’scapacity (space-segment). Claro Brasil’s satellite fleet has also permitted ithelped to significantly expand the telecommunications services it offers to its customers, reaching areas not covered by terrestrial networks with services such as television, data, internet, distance education,learning, telephony and other special services projects. EmbratelClaro Brasil also provides text, sound and image transmission and maritime communications services, as well as call-centercall center services, through its subsidiary BrasilCenter Comunicações Ltda. (“BrasilCenter”) to related third parties, including Claro Brasil and Net Serviços..

Marketing

Claro Brasil has developed a variety of promotional programs and products tailored to meet its customers’ mobility needs while increasing its market share. These promotional programs and products represent the company’s most significant competitive advantages together with technology innovation—it was the first telecommunications company in Brazil to offer 4G services. Claro Brasil also aggressively targets corporate customers through the Embratel brand by offering customized products and services and negotiating discounts on a case-by-case basis.services. Additionally, Claro Brasil has innovative customer loyalty programs that help it retain customers.

EmbratelClaro Brasil has developed a variety of promotional and customer retention programs that offer discounts and are designed to increase Embratel’sClaro Brasil’s market share and promote usage of “21”, the carrier-selection code assigned to Embratel.Claro Brasil. In addition, Claro Brasil, through the Embratel negotiates discounts with corporate customers on a case-by-case basis and employsbrand, develops campaigns that target specific groups of its corporate customers, such as small- and medium-sized businesses or regional groups.

Net ServiçosClaro Brasil uses both a centralized marketing team and regional marketing specialists to help meet its goals of increased market penetration, customer loyalty and revenue per household.household for its broadband internet services and Pay TV services to residential customers. In addition, Net ServiçosClaro Brasil is constantly monitoring its subscriber preferences and the markets in which it operates to be able to meet its goals through a variety of tailored programs.

Sales and Distribution

Claro Brasil markets its services primarily through retail chains, which amount to approximately 9,69010,000 points of sale, exclusive distributors, which represent approximately 4,7715,080 points of sale, and its approximately 332340 company-owned stores, which offer one-stop shopping for a variety of cellular services and products. Claro Brasil also sells and distributes its products and services over the internet. Claro Brasil’s stores

also serve ascustomer-service centers, and Claro Brasil expects to continue to open new service centers as necessary in order to offer its products directly to subscribers in more effective ways. Claro Brasil also has a corporate-sales group to cater to the needs of its large corporate and other high-usage customers. InFor the year ended December 31, 2013,2014, approximately 61%50.5% of Claro Brasil’s sales of handsets were generated by retail chains, 21%19. 6% by exclusive distributors and approximately 18%14.1% from sales in company-owned stores.

Embratel’sClaro Brasil’s local fixed telephony service, Claro Fixo, is marketed in person through exclusive dealers, through BrasilCenter and the internet. Embratel’sClaro Brasil’s other local fixed-telephone service, NET Fone, is marketed through Net Serviços’sClaro Brasil’s sales and distribution channels. Embratel’sClaro Brasil’s Pay TV service, Claro TV, is marketed in person through exclusive dealers and its company-owned stores, by phone through call centers and by the internet through Embratel’sClaro Brasil’s website. In addition, EmbratelClaro Brasil has a corporate-sales group dedicated to the needs of its medium and large corporate and other high-usage customers.

Net Serviços’s

Claro Brasil’s broadband internet services and Pay TV services to residential customers are marketed through coordinated efforts that include telemarketing, the internet, mail advertising, door-to-door sales and retail sales. In addition, Net ServiçosClaro Brasil also relies on third-party vendors to market its services through call centers.

Billing and Collection

Wireless Operations

Claro Brasil bills its postpaid customers through monthly invoices that detail itemized charges and services. Customers may pay their bills with a credit card, through online banking, or in person at banks, post offices or federal lottery houses ( (casascasas lotéricas).

If a Claro Brasil postpaid customer’s payment is overdue, service may be suspended temporarily until payment is received. Accounts that are more than 180 days past due are categorized as doubtful accounts, as are all other accounts related to the same customer.

A Claro Brasil prepaid customer who purchases a card has between 10 and 300 days from the date of activation of the card to use the airtime, depending on the amount added. After such time, the customer can no longer use that airtime for outgoing calls unless the customer activates a new card.

Fixed-line Operations

EmbratelClaro Brasil directly bills a portion of its customers for their fixed-line telecommunications and related services, including collect-calling and standard voice services. However, due to the risk of bad debts resulting from direct billing, EmbratelClaro Brasil has taken a number of measures designed to reduce such risk, including implementingco-billing arrangements with other local operators that allow them to bill their local customers for Embratel’s Claro Brasil’slong-distance fees, using call centers, implementing an automated collections system, employing an anti-fraud system, using third-party collection firms and implementing a customer data system that allows for faster updating of information, flexibility in customer account structure, quality improvement and improved payment of taxes across the different Brazilian states.

Net ServiçosFor its broadband internet services, under the NET Virtua brand, and its cable Pay TV services, Claro Brasil bills its residential customers through monthly invoices that detail itemized charges and services, including monthly subscription fees, broadband and Pay TV services and Embratel’sClaro Brasil’s fixed-line voice services, as incurred by customers, in addition to applicable taxes. Accounts that are more than 30 days past due are considered disconnected, at which time Net ServiçosClaro Brasil blocks the account’s signal. If the customer remains in arrears, Net ServiçosClaro Brasil proceeds to collect any equipment, such as set-top boxes, that may be located in the customer’s location. In addition, Net ServiçosClaro Brasil focuses on customer service to reduce bad-debt expenses. In recent years, that strategy has proved successful, as bad debt as a percentage of sales constituted only 0.7% in 2011, 1.3% in 2012 and 1.4% in 2013.

Our Networks and Technology

Wireless Networks

Claro Brasil owns and operates wireless networks using GSM, 3G and LTE technologies. As of December 31, 2013,2014, Claro Brasil’s GSM network, which Claro Brasil continues to roll out, covered more than 3,6463,653 cities and 91.6%91.7% of Brazil’s population. In addition, Claro Brasil’s 3G network, which was the first in Brazil and which Claro Brasil continues to roll out, covers 1,3721,768 cities and 72.6%76.9% of Brazil’s population. Claro Brasil’s LTE network, which was the first in Brazil and which Claro Brasil continues to roll out, covers 6095 cities and 29.9%37.1% of Brazil’s population.

Fixed-line Networks

EmbratelClaro Brasil owns the largest long-distance network in Latin America and the largest data-transmission network in Brazil. Embratel’sClaro Brasil’s long-distance and data-transmission networks use fiber optic, digital microwave, satellite and copper wireline technologies. Embratel’sClaro Brasil’s networks use a 100% digital switching system for voice and data services and the latest generation Internet Protocol (“IP”) routers to support IP-based services, internet access and VPNs, through Multiprotocol Label Switching technology. Embratel’sClaro Brasil’s internet backbone is the largest in Latin America, with 1,1001,830 Gbps capacity distributed through 2,921 points of presenceMiami, New York and Atlanta, and 4,650 Gbps through 59 routing centers in Brazil, and its network also connects to the international internet backbone. Embratel

Claro Brasil also has approximately 63,34681,298 kilometers of cable in a mesh network that has three or more outlets with a capacity of 7.1 TbPs. EmbratelClaro Brasil has local metropolitan digital fiber networks with approximately 15,50028,980 kilometers of cable in the major Brazilian cities and is attaching fiber extensions to commercial buildings connected to metropolitan rings, providing high quality direct connections. Embratel’sClaro Brasil’s submarine cable network reaches all continents through nineten different cable systems in which it has various ownership interests. Embratel’sClaro Brasil’s networks have also been modified to use Net Serviços’sClaro Brasil’s coaxial cable networks to provide telephony services to Net Serviços’sClaro Brasil’s broadband customers through NET Fone. In December 2009, Net Serviços granted Embratel an indefeasible right to use its HFC network to provide local fixed-telephone service.

To supplement its network, EmbratelClaro Brasil uses long-distance microwave systems, in areas where installation of fiber cables is difficult, with a total range of 16,254 kilometers and seven satellites to provide services to remote locations within the country and it leases satellite capacity from international satellite systems and submarine capacity in other private cable systems. EmbratelClaro Brasil also offers local telephony services to its Claro Fixo residential customers using CDMA wireless technology.

Net ServiçosFor its broadband internet services, under the NET Virtua brand, and its cable Pay TV services to residential customers, Claro Brasil has an advanced network that uses coaxial and fiber optic technologies that allows it to provide a wide range of services and products at bandwidth capacities of 450 MHz, 550 MHz and 750 MHz or above. Net Serviços’sClaro Brasil’s network also helps it reduce piracy by enabling Net ServiçosClaro Brasil to “scramble” its signal in any of the homes through which the network passes. Net ServiçosClaro Brasil also believes that its network is equipped to respond to future customer preferences, as it has bi-directional technology for almost all homes passed. The network also has in place the architecture necessary to provide pay-per-view and video-on-demand services in additional regions once it becomes commercially viable to do so. As of December 31, 2013, Net Serviços’s2014, Claro Brasil’s network had over 109,484126,541 kilometers of cable and passed approximately 18.821.3 million homes in 164178 localities.

Satellite Network

Embratel and Star One havehas the most extensive satellite system in Latin America with a fleet covering the entire territory of South America and Mexico, as well as part of Central America and part of Florida. Star One currently has seven satellites in full operation (i.e., in geostationary orbit), including one it owns jointly with SES.SES S.A. These satellites currently operate in the C-band and/or Ku-band frequencies. Star One also operates two satellite control centers that are certified by the International Organization for Standardization.

Embratel and Star One havehas a program to replace satellites that are nearing or have reached the end of their contractual lives, thereby ensuring the continuity and quality of their services. Pursuant to that program, Star One

successfully launched the C-3 satellite in November 2012 to replace the B-3 satellite. The C-3 satellite brought new Ku-band capacity over Brazilian territory and the Andean Region. In addition, Star One entered into a contract with Space System/Loral, in January 2012 and July 2013, for the in-orbit delivery of two new satellites: (i) the Star One C4 satellite, to be launched in 2014,July 2015, will provide Ku-band capacity; and (ii) the Star One D1 satellite, to be launched in the second half of 2016, will provide C, Ku and Ka-band capacity. The Star One C4 satellite is primarily intended to supply capacity for DTH services for Claro TV throughout Brazil and in other DTH operations in South America. The Star One D1 satellite will replace the B-4 satellite to expand Ku-band capacity in Brazil and South America as well as to initiate businesses by using the new Ka-band technology.

Competition

Claro Brasil’s principal wireless competitors are Telefônica Brasil S.A., TIM Celular S.A., Oi S.A., Companhia de Telecomunicações do Brasil Central—Algar Telecom, Sercomtel S.A. Telecomunicações, and Nextel Telecomunicações Ltda.; Embratel’sits principal fixed-line competitors are Oi S.A., Companhia de Telecomunicações do Brasil Central—Algar Telecom, Intelig Telecomunicações Ltda., Telefônica Brasil S.A. and Global Village Telecom Ltda; and Net Serviços’sits principal Pay TV competitors are Sky Brasil, Telefónica Brasil S.A., Oi S.A. and Global Village Telecom Ltda.

COLOMBIA OPERATIONS

We offer wireless, fixed-line voice, broadband, Pay TV and directoryadvertisement services and products in Colombia through our subsidiaries Comunicación Celular S.A. (“Comcel”), and Telmex Colombia S.A. (“Telmex Colombia”) and. We offered phone directory services through Páginas Telmex S.A. until October 2014, when we dissolved that entity, discontinued its printing services, and transferred its advertisement services to Telmex Colombia. We offer both our wireless and fixed-line services under the Claro brand. We are the largest wireless telecommunications and Pay TV services provider in Colombia, measured by number of subscribers. As of December 31, 2013,2014, we had approximately 29.029.8 million wireless subscribers, approximately 80.3% of which were prepaid customers, representing a market share of 60.9%59.4%. As of December 31, 2013,2014, we also had approximately 1.2 million fixed-line subscribers, 1.4 million fixed RGUs, 1.7 million broadband subscribersRGUs and 2.12.2 million Pay TV subscribers.RGUs.

In 2013,2014, our Colombia segment had revenues of Ps.74,210Ps.75,992 million, representing 9.4%9.0% of our consolidated revenues for such period. As of December 31, 2013,2014, our Colombia segment operations represented approximately 10.7%10.3% of our total wireless subscribers, as compared to 11.6%10.7% at December 31, 2012,2013, and approximately 6.8% of our total fixed voice RGUs, as compared to 6.5%6.8% at December 31, 2012.2013.

The following table sets forth information regarding our Colombia segment’s subscriber and fixed RGU base, traffic, market share and operating measures at the dates and for the periods indicated. The figures presented below, for all periods, have been adjusted to reflect the removal of our operations in Panama from this segment:

 

   December 31, 
   2011  2012  2013 

Wireless Operations:

    

ARPU (year ended)

  Ps.121   Ps.147   Ps.146  

Subscribers (thousands):

    

Prepaid

   24,064    25,019    23,263  

Postpaid

   4,755    5,352    5,714  
  

 

 

  

 

 

  

 

 

 

Total

   28,819    30,371    28,977  
  

 

 

  

 

 

  

 

 

 

Market share

   65.5  61.8  60.9

MOUs (year ended)

   203    230    220  

Wireless churn rate (year ended)

   4.3  4.1  4.4

Fixed Operations:

    

RGUs (thousands):

    

Fixed voice

   774    986    1,206  

Broadband

   875    1,190    1,449  

Pay TV

   1,899    2,019    2,093  
  

 

 

  

 

 

  

 

 

 

Total

   3,548    4,195    4,748  
  

 

 

  

 

 

  

 

 

 

Traffic (year ended) (millions):

    

Long-distance minutes

   50    71    91  

Interconnection minutes

   574    717    902  
  

 

 

  

 

 

  

 

 

 

Total minutes

   624    788    993  
  

 

 

  

 

 

  

 

 

 

Churn rate (year ended):

    

Fixed voice

   1.9  1.9  1.7

Broadband

   1.9  1.8  1.8

Pay TV

   2.1  2.0  1.8

   December 31, 
   2012  2013  2014 

Wireless Operations:

    

ARPU (year ended)

  Ps.147   Ps.146   Ps.135  

Subscribers (thousands):

    

Prepaid

   25,019    23,263    23,914  

Postpaid

   5,352    5,714    5,861  
  

 

 

  

 

 

  

 

 

 

Total

 30,371   28,977   29,775  
  

 

 

  

 

 

  

 

 

 

Market share

 61.8 60.9 59.4

MOUs (year ended)

 230   220   219  

Wireless churn rate (year ended)

 4.1 4.4 4.0

Fixed Operations:

Fixed RGUs (thousands):

Fixed voice

 986   1,206   1,401  

Broadband

 1,190   1,449   1,714  

Pay TV

 2,019   2,093   2,192  
  

 

 

  

 

 

  

 

 

 

Total

 4,195   4,748   5,307  
  

 

 

  

 

 

  

 

 

 

Traffic (year ended) (millions):

Long-distance minutes

 71   91   107  

Interconnection minutes

 717   902   1,036  
  

 

 

  

 

 

  

 

 

 

Total minutes

 788   993   1,143  
  

 

 

  

 

 

  

 

 

 

Churn rate (year ended):

Fixed voice

 1.9 1.7 1.5

Broadband

 1.8 1.8 1.6

Pay TV

 2.0 1.8 1.6

Services and Products

Wireless Services and Products

We offer postpaid and prepaid wireless voice and data services under a variety of plans to meet the needs of different market segments. We also offer international roaming services to our subscribers through wireless service providers with which we have entered into international roaming agreements around the world, and we provide GSM and 3G roaming services to customers of our international roaming partners. Certain network usage fees are subject to special regulations issued by the Communications Regulation Commission (Comisión de Regulación de Comunicaciones, or “CRC”). See “Regulation—Colombia” under this Item 4.

In connection with the provision of our voice services, we earn interconnection revenues from calls to any of our subscribers that originate with another service provider. We charge the service provider from whose network the call originates an interconnection charge for the time our network is used in connection with the call. Similarly, we must pay interconnection fees in respect of calls made by our subscribers to customers of other service providers.

We offer data services, including SMS, MMS, premium SMS and premium MMS, mobile entertainment services, data-transmission (including messaging, chat and access to social networks), internet browsing ande-mail services.

We also offer a variety of products as complements to our wireless service, including handsets and smartphones, and accessories such as chargers, headsets, batteries, broadband cards, tablets and netbooks. In addition, we offer other wireless services, such as push-to-talk services.

Fixed-line Services and Products

We offer fixed-line voice services, including local and long-distance services, data services, including data administration and hosting services, broadband services and Pay TV services, such as video on demand, to both corporate and residential customers under a variety of plans to meet the needs of different user segments. In addition, we offer data center and carrier services.

Our Networks and Technology

Our wireless networks, which cover approximately 71.4%72% of the population, use 3G or 4G technologies, and our fixed-line networks use HFC and optical fiber technologies. As of December 31, 2014, our network passed 7.1 million homes.

Competition

Our principal wireless competitors are Colombia Telecomunicaciones S.A., E.S.P. (“Movistar”)(Movistar) and Colombia Móvil S.A. (“Tigo”); and our principal fixed-line competitors are Movistar, ETB S.A. E.S.P. (Empresa de Telecomunicaciones de Bogotá S.A. E.S.P.)E.S.P (ETB) and UNE EPM Telecomunicaciones S.A. E.S.P.E.S.P (which merged with Tigo in 2014). We also face competition from MVNOs such as Virgin Mobile and Uff! Móvil.

SOUTHERN CONE OPERATIONS

We offer wireless, fixed-line voice, broadband and Pay TV services and products in our Southern Cone segment under the Claro brand through our subsidiaries AMX Argentina S.A. (“AMX Argentina”), Telmex Argentina S.A. (“Telmex Argentina”), Claro Chile S.A (“Claro Chile”), Claro Comunicaciones S.A. (“Claro Comunicaciones”), Claro Servicios Empresariales S.A. (“Claro Servicios Empresariales”), AMX Paraguay, S.A. (“AMX Paraguay”), AM Wireless Uruguay, S.A. (“AM Wireless Uruguay”), Telstar, S.A. and Flimay S.A. (“Flimay”). We are the largest wireless telecommunications services provider in Argentina and the third largest in Chile, Paraguay and Uruguay, measured by number of subscribers. As of December 31, 2013,2014, we had approximately 28.227.8 million wireless subscribers, approximately 66.2%64.0% of which were prepaid customers, representing a market share of 27.3%27.4%. As of December 31, 2013,2014, we also had approximately 0.5 million fixed-line subscribers,fixed voice RGUs, 0.4 million broadband subscribersRGUs and 0.80.9 million Pay TV subscribers.RGUs.

In 2013,2014, our Southern Cone segment had revenues of Ps.61,521Ps.56,532 million, representing 7.8%6.7% of our consolidated revenues for such period. As of December 31, 2013,2014, our Southern Cone segment operations represented approximately 10.4%9.6% of our total wireless subscribers, compared to approximately 10.5%10.4% as of December 31, 2012,2013, and approximately 2.5%2.3% of our total fixed RGUs, compared to 2.4%2.5% at December 31, 2012.2013.

The following table sets forth information regarding our Southern Cone segment’s subscriber and fixed RGU base, traffic, market share and operating measures at the dates and for the periods indicated:

 

   December 31, 
   2011  2012  2013 

Wireless Operations:

    

ARPU (year ended)

  Ps.137   Ps.142   Ps.131 

Subscribers (thousands):

    

Prepaid

   17,865    18,545    18,636  

Postpaid

   8,416    8,887    9,530  
  

 

 

  

 

 

  

 

 

 

Total

   26,281    27,432    28,166  
  

 

 

  

 

 

  

 

 

 

Market share

   28.9  28.4  27.3

MOUs (year ended)

   158    160    158  

Wireless churn rate (year ended)

   3.2  3.1  2.6

Fixed Operations:

    

RGUs (thousands):

    

Fixed voice

   427    478    499  

Broadband

   312    381    410  

Pay TV

   597    649    805  
  

 

 

  

 

 

  

 

 

 

Total

   1,336    1,508    1,714  
  

 

 

  

 

 

  

 

 

 

Traffic (year ended) (millions):

    

Long-distance minutes

   2,499    2,546    2,554  

Interconnection minutes

   1,227    1,185    1,061  
  

 

 

  

 

 

  

 

 

 

Total minutes

   3,726    3,731    3,615  
  

 

 

  

 

 

  

 

 

 

Churn rate (year ended):

    

Fixed voice

   1.9  1.6  1.6

Broadband

   2.7  2.3  2.4

Pay TV

   4.2  4.4  3.3

   December 31, 
   2012  2013  2014 

Wireless Operations:

    

ARPU (year ended)

  Ps.142   Ps.131   Ps.111  

Subscribers (thousands):

    

Prepaid

   18,545    18,636    17,764  

Postpaid

   8,887    9,530    9,990  
  

 

 

  

 

 

  

 

 

 

Total

 27,432   28,166   27,754  
  

 

 

  

 

 

  

 

 

 

Market share

 28.4 27.3 27.4

MOUs (year ended)

 160   158   144  

Wireless churn rate (year ended)

 3.1 2.6 2.9

Fixed Operations:

Fixed RGUs (thousands):

Fixed voice

 478   499   531  

Broadband

 381   410   437  

Pay TV

 649   805   858  
  

 

 

  

 

 

  

 

 

 

Total

 1,508   1,714   1,826  
  

 

 

  

 

 

  

 

 

 

Traffic (year ended) (millions):

Long-distance minutes

 2,546   2,554   2,461  

Interconnection minutes

 1,185   1,061   1,037  
  

 

 

  

 

 

  

 

 

 

Total minutes

 3,731   3,615   3,498  
  

 

 

  

 

 

  

 

 

 

Churn rate (year ended):

Fixed voice

 1.6 1.6 1.7

Broadband

 2.3 2.4 2.1

Pay TV

 4.4 3.3 3.5

Services and Products

Wireless Services and Products

We offer postpaid and prepaid wireless voice and data services under a variety of plans to meet the needs of different market segments. We also offer international roaming services to our subscribers through the networks of cellular service providers with which we have entered into international roaming agreements around the world, and we provide GSM and 3G roaming services to customers of our international roaming partners.

In connection with the provision of our voice services, we earn interconnection revenues from calls to any of our subscribers that originate with another service provider. We charge the service provider from whose network the call originates an interconnection charge for the time our network is used in connection with the call. Similarly, we must pay interconnection fees in respect of calls made by our subscribers to customers of other service providers.

We offer data services, including SMS, MMS, premium SMS and premium MMS, mobile entertainment services, data-transmission, internet browsing and e-mail services.

We also offer a variety of products as complements to our wireless service, including handsets and smartphones, and accessories such as chargers, headsets, batteries, broadband cards and netbooks. In addition, we offer other wireless services, such as push-to-talk services.

Fixed-line Services and Products

We offer fixed-line voice services, including local and long-distance services, data services, including data administration and hosting services and broadband services to both corporate and residential customers under a variety of plans to meet the needs of different user segments. We also offer DTH Pay TV services in Chile and Paraguay and video-on-demand services in Chile, Argentina and Paraguay.

Our Networks and Technology

In Argentina, our wireless networks, which cover approximately 98.5%99.0% of the population, use GSM and 3G technologies. In Chile, our wireless networks, which cover approximately 98.0% of the population, use GSM, 3G and 4G technologies. In Paraguay, our wireless networks, which cover approximately 95.9%75.9% of the population, use GSM and 3G technologies. In Uruguay our wireless networks, which cover approximately 97.1%91.6% of the population, use GSM, Wideband Code Division Multiple Access (“WCDMA”) and 3GLTE technologies. In Argentina, our fixed-line networks use pre-WiMax, Wireless Local Loop, WiMax, local point-multipoint distribution service (“LMDS”), HFC and Gigabit Passive Optical Networks technologies. In Chile, our fixed-line networks use DTHHFC technologies and HFCour Paid TV services use DTH technologies. In Uruguay, our fixed-line networks use LMDS and HFC technologies.

Competition

In Argentina, our principal wireless competitors are Telecom Personal S.A., Telefónica S.A. (Movistar) and Empresa Argentina de Soluciones Satelitales S.A.; and our principal fixed-line competitors are Teléfonica de Argentina S.A., Telecom Argentina S.A., Global Crossing S.A., Comsat S.A. and NSS S.A. In Chile, our principal wireless competitors are Entel S.A. and Telefónica Chile S.A. (Movistar); and our principal fixed-line competitors are Telefónica Chile S.A. (Movistar), VTR Globalcom S.A., DirecTV Latin America LLC and Grupo GTD. In Paraguay, our principal competitors are COPACO S.A. (Compañía Paraguaya de Comunicaciones S.A.), a stated-ownedstate-owned monopoly in the provision of fixed voice local and international long-distance services, Telecel S.A. (TIGO), which is controlled by Millicom International Cellular S.A. (“Millicom”), NucleoNúcleo S.A. (Personal), which is controlled by Telecom Argentina S.A., and Hola Paraguay S.A. In Uruguay, our principal wireless competitors are Telefónica Móviles del Uruguay S.A. (Movistar) and the state-owned National Administration of Telecommunications (Administración Nacional de Telecomunicaciones) which is also a fixed-voice-long-distancefixed-voice, long-distance services monopoly.

ANDEAN REGION OPERATIONS

We offer wireless, fixed-line voice, broadband, Pay TV and directory services and products in our Andean Region segment under the Claro brand through our subsidiaries Consorcio Ecuatoriano de Telecomunicaciones S.A. (“Conecel”), Ecuador Telecom S.A. (“Ecuador Telecom”) and América Móvil Perú, S.A.C. (“Claro”). Conecel is the largest wireless telecommunications services provider in Ecuador and the second largest in Peru, measured by number of subscribers.

As of December 31, 2013,2014, we had approximately 23.924.3 million wireless subscribers, approximately 75.9%73.9% of which were prepaid customers, representing a market share of 50.1%50.3%. As of December 31, 2013,2014, we also had approximately 0.70.8 million fixed-line subscribers, 0.3fixed voice RGUs, 0.4 million broadband subscribersRGUs and 0.30.4 million Pay TV subscribers.RGUs.

In 2013,2014, our Andean Region segment had revenues of Ps.45,113Ps.47,802 million, representing 5.7%5.6% of our consolidated revenues for such period. As of December 31, 2013,2014, our Andean Region segment operations represented approximately 8.9%8.4% of our total wireless subscribers, as compared to 9.4%8.9% at December 31, 2012,2013, and approximately 1.9%2.0% of our total fixed RGUs, as compared to 1.7%1.9% at December 31, 2012.2013.

The following table sets forth information regarding our Andean Region segment’s subscriber and fixed RGU base, traffic, market share and operating measures at the dates and for the periods indicated:

 

   December 31, 
   2011  2012  2013 

Wireless Operations:

    

ARPU (year ended)

  Ps.110   Ps.121   Ps.124  

Subscribers (thousands):

    

Prepaid

   18,765    19,919    18,118  

Postpaid

   3,546    4,719    5,768  
  

 

 

  

 

 

  

 

 

 

Total

   22,311    24,638    23,886  
  

 

 

  

 

 

  

 

 

 

Market share

   52.1  52.1  50.1

MOUs (year ended)

   134    133    139  

Wireless churn rate (year ended)

   2.5  2.8  3.9

Fixed Operations:

    

RGUs (thousands):

    

Fixed voice

   349    584    686  

Broadband

   188    264    345  

Pay TV

   326    272    312  
  

 

 

  

 

 

  

 

 

 

Total

   863    1,120    1,343  
  

 

 

  

 

 

  

 

 

 

Traffic (year ended) (millions):

    

Long-distance minutes

   370    344    455  

Interconnection minutes

   1,169    1,214    1,596  
  

 

 

  

 

 

  

 

 

 

Total minutes

   1,539    1,558    2,051  
  

 

 

  

 

 

  

 

 

 

Churn rate (year ended):

    

Fixed voice

   2.2  1.6  3.5

Broadband

   2.8  2.6  2.9

Pay TV

   4.3  5.4  4.1

   December 31, 
   2012  2013  2014 

Wireless Operations:

    

ARPU (year ended)

  Ps.121   Ps.124   Ps.129  

Subscribers (thousands):

    

Prepaid

   19,919    18,118    17,938  

Postpaid

   4,719    5,768    6,332  
  

 

 

  

 

 

  

 

 

 

Total

 24,638   23,886   24,270  
  

 

 

  

 

 

  

 

 

 

Market share

 52.1 50.1 50.3

MOUs (year ended)

 133   139   146  

Wireless churn rate (year ended)

 2.8 3.9 3.7

Fixed Operations:

Fixed RGUs (thousands):

Fixed voice

 584   686   766  

Broadband

 264   345   434  

Pay TV

 272   312   376  
  

 

 

  

 

 

  

 

 

 

Total

 1,120   1,343   1,576  
  

 

 

  

 

 

  

 

 

 

Traffic (year ended) (millions):

Long-distance minutes

 344   455   373  

Interconnection minutes

 1,214   1,596   1,602  
  

 

 

  

 

 

  

 

 

 

Total minutes

 1,558   2,051   1,975  
  

 

 

  

 

 

  

 

 

 

Churn rate (year ended):

Fixed voice

 1.6 3.5 3.5

Broadband

 2.6 2.9 2.7

Pay TV

 5.4 4.1 4.2

Services and Products

Wireless Services and Products

We offer postpaid and prepaid wireless voice and data services under a variety of plans to meet the needs of different market segments. We also offer international roaming services to our subscribers through the networks of cellular service providers with which we have entered into international roaming agreements around the world, and we provide GSM and 3G roaming services to customers of our international roaming partners.

In connection with the provision of voice services, we earn interconnection revenues from calls to any of our subscribers that originate with another service provider. We charge the service provider from whose network the call originates an interconnection charge for the time our network is used in connection with the call. Similarly, we must pay interconnection fees in respect of calls made by our subscribers to customers of other service providers.

We offer data services, including SMS, MMS, premium SMS and premium MMS, mobile entertainment services, data-transmission, internet browsing and e-mail services.

We also offer a variety of products as complements to our wireless service, including handsets and smartphones, and accessories such as chargers, headsets, batteries, broadband cards and netbooks.

Fixed-line Services and Products

We offer fixed-line voice services, including local and long-distance services, data services, including data administration and hosting services, broadband services and Pay TV services to both corporate and residential customers under a variety of plans to meet the needs of different user segments.

Our Networks and Technology

In Ecuador, our wireless networks, which cover approximately 95.9%96.0% of the population, use GSM and 3G technologies, while in Peru, our wireless networks cover approximately 77.1%77.0% of the population, and use GSM, 3G, HSPA, HSPA+ and HSPA+LTE (FDD) technologies. In Ecuador, our fixed-line networks use HFC technologies and passed 510,000 homes as of December 31, 2014, while in Peru our fixed-line networks use CDMA, HFC, DTH, copper wire, LMDS, LTE (TDD) and WiMax technologies.technologies and passed 1.2 million homes as of December 31, 2014.

Competition

In Ecuador, our principal wireless competitor is Otecel S.A. (Movistar); and our principal fixed-line competitors are Corporación Nacional de Telecomunicaciones CNT E.P. and Setel S.A. (Grupo TV Cable) and Corporación Nacional e Telecomunicaciones EP.. In Peru, our principal wireless competitor is Telefónica Moviles S.A. (Movistar); and our principal fixed-line and Pay TV competitors are Telefónica del Perú S.A.A., Telefónica Multimedia S.A.C. (Movistar TV) and DirecTV Peru S.R.L.

CENTRAL AMERICA OPERATIONS

We offer wireless, fixed-line voice, broadband, Pay TV and directory services and products in our Central America segment under the Claro brand through our subsidiaries Compañía de Telecomunicaciones de El Salvador (CTE), S.A. de C.V. (“CTE”), CTE Telecom Personal, S.A. de C.V. (“CTE Telecom Personal”), Telecomunicaciones de Guatemala, S.A. (“Telgua”), Empresa Nicaragüense de Telecomunicaciones, S.A. (“Enitel”), Servicios de Comunicaciones de Honduras, S.A. de C.V. (“Sercom Honduras”), Claro CR Telecomunicaciones S.A. (“Claro Costa Rica”) and Claro Panamá, S.A. (“Claro Panamá”). We are the largest wireless telecommunications services provider in Nicaragua, the second largest in El Salvador, Guatemala and Honduras and the fourththird largest in Panama, in each case measured by number of subscribers.

We acquired Digicel’s Honduran operations in November 2011 and merged them with Sercom in 2012. We had also agreed to acquire Digicel’s Salvadorian subsidiary, Digicel, S.A. de C.V., but did not receive regulatory approval to complete the transaction. In October 2012, we terminated our agreement to acquire Digicel’s Salvadorian subsidiary, following the procedures contemplated by that agreement.

As of December 31, 2013,2014, we had approximately 17.214.0 million wireless subscribers, approximately 90.3%86.3% of which were prepaid customers, which represented a market share of 32.9%26.8%. As of December 31, 2013,2014, we also had approximately 2.83.0 million fixed-line subscribers, 0.6fixed voice RGUs, 0.7 million broadband subscribersRGUs and 0.91.0 million Pay TV subscribers.RGUs.

In 2013,2014, our Central America segment had revenues of Ps.24,219Ps.27,023 million, representing 3.1%3.2% of our consolidated revenues for such period. As of December 31, 2013,2014, our Central America segment operations represented approximately 6.4%4.8% of our total wireless subscribers, as compared to 5.8%6.4% at December 31, 20122013 and approximately 6.1%5.9% of our total fixed RGUs, as compared to 6.1% at December 31, 2012.2013.

The following table sets forth information regarding our Central America segment’s subscriber and fixed RGU base, traffic, market share and operating measures at the dates and for the periods indicated.

 

  December 31,   December 31, 
  2011 2012 2013   2012 2013 2014 

Wireless Operations:

        

ARPU (year ended)

  Ps.73   Ps.78   Ps.74    Ps.78   Ps.74   Ps.85  

Subscribers (thousands):

        

Prepaid

   11,903   13,861   15,555     13,861   15,555   12,058  

Postpaid

   1,029   1,410   1,667     1,410   1,667   1,915  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   12,932    15,271    17,222   15,271   17,222   13,973  
  

 

  

 

  

 

   

 

  

 

  

 

 

Market share

   27.9  30.3  32.9 30.3 32.9 26.8

MOUs (year ended)

   139    153    148   153   148   166  

Wireless churn rate (year ended)

   2.7  3.2  3.7 3.2 3.7 7.2

Fixed Operations:

    

RGUs (thousands):

    

Fixed RGUs (thousands):

Fixed voice

   2,440    2,594    2,767   2,594   2,767   2,969  

Broadband

   474    566    631   566   631   675  

Pay TV

   707    736    863   736   863   962  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   3,621    3,896    4,261   3,896   4,261   4,606  
  

 

  

 

  

 

   

 

  

 

  

 

 

Traffic (year ended) (millions):

    

Long-distance minutes

   2,150    2,594    2,705   2,594   2,705   2,777  

Interconnection minutes

   792    693    672   693   672   655  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total minutes

   2,942    3,287    3,377   3,287   3,377   3,432  
  

 

  

 

  

 

   

 

  

 

  

 

 

Churn rate (year ended):

    

Fixed voice

   0.8  0.7  0.7 0.7 0.7 0.8

Broadband

   1.7  1.3  1.3 1.3 1.3 1.4

Pay TV

   2.4  3.4  2.8 3.4 2.8 2.7

Services and Products

Wireless Services and Products

We offer postpaid and prepaid wireless voice and data services under a variety of plans to meet the needs of different market segments. We also offer international roaming services to our subscribers through the networks of cellular service providers with which we have entered into international roaming agreements around the world, and we provide GSM and 3G roaming services to customers of our international roaming partners.

In connection with the provision of our voice services, we earn interconnection revenues from calls to any of our subscribers that originate with another service provider. We charge the service provider from whose network the call originates an interconnection charge for the time our network is used in connection with the call. Similarly, we must pay interconnection fees in respect of calls made by our subscribers to customers of other service providers.

We offer data services, including SMS, MMS, premium SMS and premium MMS, mobile entertainment services, data-transmission, internet browsing, e-mail services and access to social networking, and instant messaging applications.applications and some over-the-top television services.

We also offer a variety of products as complements to our wireless service, including handsets, smartphones and tablets, and accessories such as chargers, headsets, batteries, broadband cards and netbooks. In addition, we offer other wireless services, such as push-to-talk services.

Fixed-line Services and Products

We offer fixed-line voice services, including local and long-distance services, data services, including data administration and hosting services, broadband services and Pay TV services to both corporate and residential customers under a variety of plans to meet the needs of different user segments.

Our Networks and Technology

In El Salvador, our wireless networks, which cover approximately 91.0% of the population, use 3G and GSM technologies. In Guatemala, our wireless networks, which cover approximately 89.0% of the population, use 3G and GSM technologies. In Honduras, our wireless networks, which cover approximately 77.8%78.0% of the population, use 3G and GSM technologies. In Nicaragua, our wireless networks, which cover approximately 81.0% of the population, use GSM technologies. In Panama, our wireless networks, which cover approximately 85.0%84.2% of the population, use 3G and GSM technology. Our wireless networks in Costa Rica, which cover approximately 70.7%74.0% of the population, use 3G and GSM technologies. Our Central America fixed-line networks use HFC, VoIP and plain old telephone service (“POTS”) technologies.

Competition

In El Salvador, our principal wireless competitors are Telemóvil El Salvador, S.A. (Tigo), Telefónica Móviles El Salvador, S.A. de C.V., Digicel S.A de C.V., a Millicom Subsidiary,subsidiary, and Intelfon S.A. de C.V., and our principal fixed-line competitor is Amnet S.A. In Guatemala, our principal wireless competitors are Comunicaciones Celulares, S.A. (Tigo) and Telefónica Móviles Guatemala, S.A. In Honduras, our principal wireless competitors are Telefónica Celular, S.A. (CELTEL) and Empresa Hondureña de Telecomunicaciones (Honducel), and our principal fixed-line competitor is Empresa Hondureña de Telecomunicaciones (Hondutel). In Nicaragua, our principal wireless competitor is Telefonía Celular de Niacaragua,Nicaragua, S.A. In Panama, our principal wireless and Pay TV competitors are Telefónica Móviles Panamá S.A., Cable & Wireless Panamá S.A., Digicel Panamá, S.A., Cable Onda, S.A. and SKYMedia Vision Panamá, S.A. (SKY). In Costa Rica, our principal competitors are the Instituto Costarricense de Electricidad (ICE), Telefónica de Costa Rica, S.A. and Amnet S.A.

UNITED STATES OPERATIONS

We offer wireless services and products in our United States segment through our subsidiary TracFone under the TracFone, Net10, SafeLink, Straight Talk, SafeLink, Simple Mobile, Telcel America and Page PlusPagePlus brands. We areTracFone also recently launched a new brand called TotalWireless. TracFone is the largest prepaid wireless telecommunications services providerMVNO in the United States, measured by number of subscribers.

OnIn January, 6, 2012,2014, we acquired DLA, Inc. (“DLA”). DLA is a leader in the development, integration and delivery of entertainment products made for digital distribution in Latin America. DLA offers Pay TV content and entertainment solutions, including on-demand services (basic, transactional or by subscription) to network providers in Latin America, Spain, Portugal, the Caribbean and the Hispanic market in the United States. During the third quarter of 2012, we launched a new product called “Claro Video,” which delivers unlimited over-the-top content, such as movies and TV series for a monthly fixed fee in Mexico, Colombia, Brazil, Chile and the Dominican Republic.

On June 19, 2012, our subsidiary TracFone acquired 100% of the mobile virtual network business of Simple Mobile, Inc., which is one of the fastest growing mobile virtual network operators (MVNOs) in the United States, with approximately 1.4 million subscribers.

On January 16, 2014, our subsidiary TracFone completed the acquisition of substantially all assets of Start Wireless Group, Inc., a mobile virtual network operator (MVNO)MVNO in the United States operating under the Page PlusPagePlus brand that provides services to approximately 1.4 million customers, and offers among others, prepaid plans for voice, messaging and data.data, among other services, and that, as of the date of the acquisition, provided services to approximately 1.4 million customers.

As of December 31, 2013,2014, we had approximately 23.726 million wireless subscribers, all of which were prepaid customers, which represented a 33.4%34.8% share of the prepaid wireless market. In 2013,2014, our United States segment had revenues of Ps.77,167Ps.91,097 million, representing 9.8%10.7% of our consolidated revenues for such period. As of December 31, 2013,2014, our United States segment operations represented approximately 8.8%9.0% of our total wireless subscribers, as compared to 8.6%8.8% as of December 31, 2012.2013.

The following table sets forth information regarding our United States segment’s subscriber base, market share and operating measures at the dates and for the periods indicated:

 

  December 31,   December 31, 
  2011 2012 2013   2012 2013 2014 

ARPU (year ended)

  Ps.190   Ps.225   Ps.248    Ps.225   Ps.248   Ps.267  

Subscribers (thousands):

        

Prepaid

   19,762   22,392   23,659     22,392   23,659   26,006  

Market share

   29.0 31.6 33.4   31.6 33.4 34.8

MOUs (year ended)

   378   457   525     457   525   537  

Wireless churn rate (year ended)

   4.2 3.9 3.9   3.9 3.9 4.0

Services and Products

We offer prepaid wireless and debit card services, as well as prepaid wireless handsets directly to consumers online and through an extensive distribution network of independent retailers. We also offer entertainment solutions, such as on-demand services to network providers in Latin America.

Networks and Technology

We do not own any wireless telecommunications facilities or hold any wireless spectrum licenses in the United States. Instead, we purchase airtime through agreements with approximately teneleven wireless service providers andre-sell airtime to customers. Through these agreements, we have a nationwide “virtual” network covering almost all areas in which wireless services are available.

Competition

We compete with the major U.S. wireless operators and other mobile virtual network operators.MVNOs such as Sprint Corporation, T-Mobile International AG, Verizon Communications Inc. and AT&T.

CARIBBEAN OPERATIONS

We offer wireless, fixed-line voice, broadband and Pay TV services and products in our Caribbean segment under the Claro brand through our subsidiaries Compañía Dominicana de Teléfonos, S.A. (“Codetel”) and Telecomunicaciones de Puerto Rico, Inc. (“Telpri”). We are the largest telecommunications services provider in the Dominican Republic and Puerto Rico, measured by number of subscribers.

As of December 31, 2013,2014, we had approximately 5.85.1 million wireless subscribers, approximately 74.0%69.7% of which were prepaid customers, which represented a market share of 44.9%46.4%. As of December 31, 2013,2014, we also had approximately 1.4 million fixed-line subscribers,fixed voice RGUs, 0.7 million broadband subscribersRGUs and 0.20.3 million Pay TV subscribers.RGUs.

In 2013,2014, our Caribbean segment had revenues of Ps.25,509Ps.25,842 million, representing 3.2%3.0% of our consolidated revenues for such period. As of December 31, 2013,2014, our Caribbean segment operations represented approximately 2.1%1.8% of our total wireless subscribers, as compared to 2.2%2.1% at December 31, 2012,2013, and approximately 3.2%3.0% of our total fixed RGUs, which was the same as compared to 3.4% at December 31, 2012.2013.

The following table sets forth information regarding our Caribbean segment’s subscriber and fixed RGU base, traffic, market share and operating measures at the dates and for the periods indicated:

 

  December 31,   December 31, 
  2011 2012 2013   2012 2013 2014 

Wireless Operations:

        

ARPU (year ended)

  Ps.179   Ps.201   Ps.184    Ps.201   Ps.184   Ps.201  

Subscribers (thousands):

        

Prepaid

   4,200   4,382   4,269     4,382   4,269   3,551  

Postpaid

   1,392   1,466   1,495     1,466   1,495   1,541  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   5,592    5,848    5,764   5,848   5,764   5,092  
  

 

  

 

  

 

   

 

  

 

  

 

 

Market share

   47.6  45.4  44.9 45.4 44.9 46.4

MOUs (year ended)

   328    327    303   327   303   293  

Wireless churn rate (year ended)

   5.2  4.0  4.4 4.0 4.4 4.9

Fixed Operations:

    

RGUs (thousands):

    

Fixed RGUs (thousands):

Fixed voice

   1,426    1,365    1,359   1,365   1,359   1,359  

Broadband

   590    628    668   628   668   727  

Pay TV

   143    172    217   172   217   261  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   2,159    2,165    2,244   2,165   2,244   2,347  
  

 

  

 

  

 

 
  

 

  

 

  

 

 

Traffic (year ended) (millions):

    

Long-distance minutes

   5,357    4,953    4,962   4,953   4,962   5,014  

Interconnection minutes

   3,307    2,836    2,696   2,836   2,696   2,293  
  

 

  

 

  

 

   

 

  

 

  

 

 

Total minutes

   8,664    7,789    7,658   7,789   7,658   7,307  
  

 

  

 

  

 

   

 

  

 

  

 

 

Churn rate (year ended):

    

Fixed voice

   1.5  1.7  1.4 1.7 1.4 1.4

Broadband

   2.8  2.5  2.3 2.5 2.3 1.9

Pay TV

   2.7  2.5  2.4 2.5 2.4 2.4

Services and Products

Wireless Services and Products

We offer postpaid and prepaid wireless voice and data services under a variety of plans to meet the needs of different market segments. We also offer international roaming services to our subscribers through the networks of cellular service providers with which we have entered into international roaming agreements around the world, and we provide CDMA, GSM, 3G and LTE roaming services to customers of our international roaming partners.

In connection with the provision of our voice services in the Dominican Republic, we earn interconnection revenues from calls to any of our subscribers that originate with another service provider. We charge the service provider from whose network the call originates an interconnection charge for the time our network is used in connection with the call. Similarly, we must pay interconnection fees in respect of calls made by our subscribers to customers of other service providers.

In Puerto Rico, we have established “reverse toll billing,”billing” is in place, under which theany intra-island long-distance fees for connectingcharged to connect our fixed-line customers’ callscustomers to other wireless providers’ customersproviders are paid by such wireless providers. In July 2012,Some wireless carriers have installed facilities that connect directly to those operation centers that serve our fixed-line customers, thereby avoiding the payment of long-distance fees. However, changes in the traffic routing strategy or overflows of traffic could trigger reverse toll billing for any resulting intra-island long-distance fees. With respect to interconnection fees, under the Intercarrier Compensation Reform issued by the U.S. Federal Communications Commission (“FCC”),FCC, we entered into “bill and keep” agreements governing the interconnection of local traffic between all wireless carriers and our fixed-line customers.customers in July 2012.

We offer data services, including SMS, MMS, premium SMS and premium MMS, mobile entertainment services, data-transmission, internet browsing and e-mail services. We also offer a variety of products as complements to our wireless service, including handsets, smartphones, tablets and accessories such as chargers, headsets, batteries, broadband cards and netbooks.

Fixed-line Services and Products

We offer fixed-line voice services, including local and long-distance services, data services, including data administration and hosting services, broadband services and video or Pay TV services to both corporate and residential customers under a variety of plans to meet the needs of different user segments. In addition, we offer VOIPVoIP and network monitoring services in the Dominican Republic and Puerto Rico.

Our Networks and Technology

In the Dominican Republic, our wireless networks, which cover approximately 94.0%98.5% of the population, use CDMA, GSM and 3G technologies. In Puerto Rico, our wireless networks, which cover approximately 97.0%84.0% of the population, use GSM, 3G and LTE technologies. In the Caribbean, our networks use POTS, VOIP,VoIP, broadband, DTH and Internet Protocol televisionTelevision (“IPTV”) technologies and DTH satellite TV Solution. During 2014, we stopped providing DTH satellite services directly and terminated our license from the FCC to do so. We have continued to offer such services using Dish Networks’ satellites, pursuant to an agreement with that company. In the Dominican Republic, our television market share is 44.0%45.5%, the largest of any provider.

Competition

In the Dominican Republic, our principal wireless competitor is Altice Dominican Republic, S.A.S., which recently acquired our former wireless and fixed-line competitors, Orange Dominicana S.A. and Tricom S.A., respectively. The Dominican television market is highly competitive, with over 100 cablea large number of companies operating in the country, the most important being Tricom, Aster, Wind and Sky. The Puerto Rican wireless market is highly competitive with AT&T Mobility Puerto Rico Inc., Sprint Nextel Corp., T-Mobile USA Inc. and PR Wireless Inc. (Open Mobile) and 27multiple MVNOs registered at the Puerto Rico Telecommunications Regulatory

Board, as our principal competitors. AT&T Mobility Puerto Rico is the largest wireless operator in Puerto Rico, where we hold a close second position. In the fixed-line business, our principal competitors in Puerto Rico are AT&T Mobility Puerto Rico Inc., Choice Cable, Liberty Cablevision of Puerto Rico LLC, WorldNet Telecommunications, Inc. and other competitive local exchange carriers. The Puerto Rican television market has two cable companies whose operations are divided into geographical monopolies, which are Choice Cable and Liberty Cablevision of Puerto Rico LLC, and two satellite providers, Dish Networks and DirecTV.

EUROPE OPERATIONS

In Europe, we offer wireless, fixed-line voice, broadband, and Pay TV services through our subsidiary Telekom Austria and its subsidiaries. We offer wireless, fixed-line voice, mobile and fixed broadband, and Internet Protocol Television (IPTV) services under the A1 brand in Austria; wireless and mobile broadband services under the velcom brand in Belarus; wireless, fixed-line voice, mobile and fixed broadband and IPTV services under the Mobiltel brand in Bulgaria; wireless, fixed-line, mobile and fixed broadband, IPTV and satellite TV services under the Vipnet brand in Croatia; wireless, fixed-line voice, mobile and fixed broadband and Pay TV services under the Vip Operator brand in the Republic of Macedonia; wireless and mobile broadband services under the Vip mobile brand in the Republic of Serbia; and wireless and mobile broadband services under the Si.mobil brand in Slovenia.

As of December 31, 2014, we had approximately 20 million wireless subscribers, approximately 29.5% of which were prepaid customers. As of December 31, 2014, we also had approximately 2.0 million fixed voice RGUs, 1.8 million broadband RGUs and .6 million Pay TV RGUs.

We began consolidating Telekom Austria in July, 2014. Our Europe segment had revenues of Ps.37,392 million from July to December 2014, representing approximately 4.4% of our consolidated revenues for the year. As of December 31, 2014, our Europe segment operations represented approximately 6.9% of our total wireless subscribers and approximately 5.6% of our total fixed RGUs.

The following table sets forth information regarding our Europe segment’s subscriber and fixed RGU base, traffic, market share and operating measures at the dates and for the periods indicated.

December 31,
2014

Wireless Operations:

ARPU (year ended)

Ps.172

Subscribers (thousands):

Prepaid

5,910

Postpaid

14,098

Total

20,008

Market share

36

MOUs (year ended)(1)

300

Wireless churn rate (year ended)

2.0

Fixed Operations:

Fixed RGUs (thousands):

Fixed voice

2,042

Broadband

1,800

Pay TV

560

Total

4,402

Traffic (year ended) (millions):

Long-distance minutes

4,696

Churn rate (year ended):

Fixed voice

0.7

Broadband

0.6

Pay TV

1.1

(1)Excludes traffic attributable to Macedonia for the period of January to August 2014.

Services and Products

Wireless Voice Services and Products

We offer postpaid and prepaid wireless voice and data services under a variety of plans to meet the needs of different market segments in Europe. We also offer international roaming services to our subscribers through the networks of cellular service providers with which we have entered into international roaming agreements around the world and provide GSM, UMTS and LTE roaming services to customers of our international roaming partners.

In connection with the provision of our wireless voice services, we earn interconnection revenues from calls to any of our subscribers that originate with another service provider. We charge the service provider from whose network the call originates an interconnection charge for the time our network is used in connection with the call. Similarly, we must pay interconnection fees in respect of calls made by our subscribers to customers of other service providers.

We offer data services, including SMS, MMS, mobile broadband and internet access.

We also offer a variety of products as complements to our wireless services, including handsets and smartphones, and accessories such as chargers, headsets, batteries, broadband cards and netbooks.

Fixed-line Voice Services and Products

We offer fixed-line voice services, including local and long-distance services, data services, including housing and hosting services, broadband services and Pay TV services, including IPTV and satellite TV services, to both corporate and residential customers under a variety of plans to meet the needs of different user segments.

Other Services

Telekom Austria, through its subsidiary M2M, provides machine-to-machine solutions through the automated data transfer among machines, sensors and devices like vending machines, trucks, appliances and buildings with the purpose of remotely monitoring and controlling activity or status changes without human interaction.

Telekom Austria also has dedicated business units for wholesale and international sales. The wholesale business markets Telekom Austria’s network and basic services, as well as satellite communications solutions, to international mobile and fixed-line telecommunication and internet service providers. In 2013, we became the first provider to launch a wholesale platform for LTE data roaming in Austria. The international sales unit services corporate clients such as multinational companies in Central and Eastern Europe to provide a broad portfolio of mobile and fixed-line communication products and services.

Our Networks and Technology

In Austria, our wireless networks, which cover approximately 99.5% of the population, use 2G, 3G, 4G technologies. In Belarus, our wireless networks, which cover approximately 98.9% of the population, use 2G, 3G technologies. In Bulgaria, our wireless networks, which cover approximately 99.7% of the population, use 2G, 3G and 4G technologies. In Croatia, our wireless networks, which cover approximately 99.0% of the population, use 2G, 3G, 4G technologies. In Macedonia, our wireless networks, which cover approximately 99.0% of the population, use 2G, 3G, 4G technology. Our wireless networks in Serbia, which cover approximately 97.6% of the population, use 2G, 3G technologies. Our wireless networks in Slovenia, which cover approximately 99.9% of the population, use 2G, 3G, 4G technologies. Our Europe fixed-line networks use HFC, copper wire lines (xDSL) and fiber optic networks (GPON) technologies.

Competition

In Austria, our principal wireless competitors are T-Mobile Austria GmbH and Hutchinson Drei Austria GmbH and our principal fixed-line competitors are Tele2 Telecommunication GmbH and UPC Austria GmbH. In Belarus, our principal competitors are Mobile TeleSystems, JLLC. (MTS) and CJSC “BeST” (life:). In Bulgaria, our principal wireless competitors are Bulgarian Telecommunications Company EAD (VIVACOM) and Telenor Bulgaria EAD and our principal fixed-line competitors are Blizoo Media and Broadband EAD. In Croatia, our

principal wireless competitors are Hrvatski Telekom d.d. and Tele2 d.o.o.. In Macedonia, our principal fixed-line competitor is Makedonski Telekom AD and our principal wireless competitors are T-Mobile Macedonia AD, ONE Telecommunications Services DOOEL Skopje and Albafone. In Serbia, our principal competitors are Telekom Srbija a.d. (m:ts) and Telenor d.o.o.. In Slovenia, our principal competitors are Telekom Slovenije d.d., Tusmobil d.o.o., Debitel telekomunikacije d.d., T-2 d.o.o. and IZI mobil d.d.

OTHER INVESTMENTS

Geographic diversification has been a key to our financial success, as it has provided for greater stability in our cash flow and profitability, and has contributed to our strong credit ratings. In recent years, we have been evaluating the expansion of our operations to regions outside of Latin America. In particular, we believe that Europe presents opportunities for investment in the telecommunications sector that could benefit us and our shareholders over the long term. For additional information on our acquisitions and investments, see Notes 11 and 12 to our consolidated financial statements.

Investment in KPN

OnAs of April 17, 2014,23, 2015, we disclosed that our ownership percentageown 21.1% of the outstanding shares of KPN was 24.8% and we are its largest shareholder. KPN is the leading telecommunications and IT service provider in the Netherlands, offering fixed-line service, wireless service, internet and Pay TV to consumers. KPN also has important operations in Germany and Belgium, where it pursues a multi-brand strategy in its mobile operations, though in 2013 KPN entered into an agreement to sell its German subsidiary, E-Plus, to Telefónica Deutschland, subject to regulatory approval. KPN offers business customers complete telecommunications and IT solutions. KPN IT Solutions (previously known as Getronics) offers global IT services and is the Benelux market leader in the area of infrastructure and network related IT solutions. KPN provides wholesale network services to third parties and operates an IP-based infrastructure with global scale in international wholesale through iBasis.

Investment in Telekom Austria

As of March 31, 2014, we owned approximately 26.8% of the outstanding shares of Telekom Austria, and were its second largest shareholder, behind OIAG, an entity controlled by the Republic of Austria. Telekom Austria is the largest telecommunications provider in Austria, and also provides telecommunications services in other Central and Eastern Europe countries. Telekom Austria’s portfolio encompasses products and services of voice telephony, broadband Internet, multimedia services, data and IT solutions, and wholesale as well as mobile payment solutions. Telekom Austria is currently operating in the following countries under brands indicated in parentheses: Austria (A1), Slovenia (Si.mobil), Croatia (Vipnet), the Republic of Serbia (Vip mobile) and the Republic of Macedonia (Vip operator), Bulgaria (Mobiltel), Belarus (velcom) and Liechtenstein (mobilkom liechtenstein). On April 23, 2014 we announced that we had entered into the TKA Shareholders’ Agreement with OIAG. See “Recent Developments” under this Item 4.

REGULATION

Mexico

Applicable Legislation

ForOver the past two decades, the general legal framework for the regulation of telecommunications services inyears, Mexico was governed by the 1995 Federal Telecommunications Law (Ley Federal de Telecomunicaciones), which supplemented the General Communications Law (Ley de Vías Generales de Comunicación) enacted in the early 20th century, and by regulations adopted under both statutes.

Mexico is currently developinghas developed a new legal framework for the regulation of telecommunications and broadcasting services,services. The new legal framework is based on a package of constitutional amendments passed in June 2013. Among other things, the 2013 constitutional amendments:

established the IFT, an independent regulatory body with broad powers that replaced the Federal Telecommunications Commission (Comisión Federal de Telecomunicaciones, or “Cofetel”) as the primary regulator of telecommunications companies and services;

established specialized courts for telecommunications and broadcasting matters, and limited judicial powers to suspend regulatory measures while judicial reviews are pending; and

identified criteria for determining whether there is a “preponderant economic agent” in each of the telecommunications and broadcasting sectors, and certain asymmetric measures that may be imposed based on such a determination to protect competition and consumers.

The June 2013 constitutional amendments contemplate implementing legislation and a bill for that purpose is currently under considerationenacted in July 2014, which established the Mexican Congress. We expect that the implementing legislation will be adopted in 2014, but we cannot predict the content of the final legislation. When the legislation is enacted, it will establish anew Federal Law on Telecommunications and Broadcasting (Ley Federal de Telecomunicaciones y Radiodifusión) and the Law for the Public Broadcasting System of the Mexican State (Ley del Sistema Público de Radiodifusión del Estado Mexicano) to replace the existing statutory framework. The prior General Communications Law (Ley de Vías Generales de Comunicación) and regulations adopted thereunder, remain effective under the new legal framework, as do dominant carrier provisions under prior legislation, with certain modifications.

The new legal framework provides for the IFT to determine whether there is a “preponderant economic agent” in the telecommunications sector, and such determination can be based on number of customers, traffic or network capacity. In March 2014, the discussion below,IFT determined that an “economic interest group” consisting of us and our operating subsidiaries Telcel, Telmex and Telnor, as well as Grupo Carso and Grupo Financiero Inbursa, constitutes the “preponderant economic agent” in the telecommunications sector, based on a finding that we referserve more than half of the customers in Mexico as measured by the IFT on a national basis.

The 2013 constitutional amendments authorize the IFT to impose on a preponderant economic agent a special regulatory regime, as supplemented by the 2014 implementing legislation. The special regime is referred to as “asymmetric” regulation, because it applies to one market participant and not to the implementing legislation currentlyothers. Pursuant to the IFT’s determination that we are part of a group constituting a preponderant economic agent, we are subject to extensive asymmetric regulations in our Mexican fixed-line and wireless businesses. See “—Asymmetric Regulation of the Preponderant Economic Agent” under consideration as the 2014 legislation.this Item 4.

We expect thathave begun judicial proceedings to challenge the effectsdetermination of preponderant economic agent and the related measures imposed under the new legal framework, but the 2013 constitutional amendments anddo not provide for interim relief from the 2014 legislationregulations pending judicial consideration of our challenges.

This new legal framework has had a substantial impact on our business and operations in Mexico will be material, but the impact will depend in part on how they are implemented by further regulations and by other actions of the IFT.Mexico. The long-term effects will also depend on further regulations and other actions by the IFT, how we and our competitors adapt, to the new regulatory framework, how customers behave in response and how the telecommunications and media markets develop. It would be premature to predict the long-term effects of the emerging regulatory framework, but they could be adverse to our interests in significant respects.

Principal Regulatory Authorities

The IFT is an autonomous authority that regulates telecommunications and broadcasting. It is headed by seven commissioners appointed by the President, and ratified by the Senate, from among candidates nominated by an evaluation committee.

The IFT has authority over the application of legislation specific to telecommunications and broadcasting, and also over competition legislation as it applies to those sectors. It succeeded toWhile most of the powers that werepreviously exercised beforeby the 2013 constitutional amendments by theMexican Ministry of Communications and TransportTransportation (Secretaría de Comunicaciones y Transportes, or “SCT”), acting through Cofetel, and with respect were transferred to competition laws, the Federal Competition Commission (Comisión Federal de Competencia).IFT, there are a few specific public policy matters over which it retains authority.

The Mexican government has certain powers in its relations with concessionaires, including the right to take over the management of an operator’s networks, facilities and personnel in cases of imminent danger to national security, public order or the national economy, natural disasters and public unrest as well as to ensure continuity of public services. Except in the event of war, the Mexican government must indemnify the title holder for damages and losses.

Telecommunications operators are also subject to regulation by the Federal Consumer Bureau (Procuraduría Federal del Consumidor, or “Profeco”) under the Federal Consumer Protection Law (Ley Federal de Protección al Consumidor). This law regulates publicity, the quality of services and information required to be provided to consumers and provides a mechanism to address consumer complaints. It also permits class actions for consumer claims. Profeco has the authority to initiate class actions on behalf of consumers and to impose fines, which can be significant.

MobileWireless Rates

Wireless services concessionaires are generally are free to establish prices they charge customers for telecommunications services. MobileWireless rates are not subject to a price cap or any other form of price regulation. The interconnection rates concessionaires charge other operators are also generally established by agreement between the parties and, if the parties cannot agree, may be imposed by the IFT, subject to certain guidelines, cost models and criteria. The establishment of interconnection rates has resulted, and may in the future result, in disputes between operators and with the IFT.

NotwithstandingAs a result of the generally applicable regime, under the 2013 constitutional amendments, as well as related regulations, an operator that is determinedpreponderance determination, Telcel’s wireless rates are subject to pre-approval by the IFT to be a preponderant economic agentbefore they can take effect. In addition, the 2014 legislation established that preoponderant agents may not freely determine eithercharge interconnection rates or final tariffs. Under these provisions,rates. Therefore, Telcel is subjectmay not charge other operators for the interconnection services it provides, while it continues to additional requirements that will affect our abilitypay for the interconnection services provided to freely determine the rates for telecommunications services.it by other operators. See “—Asymmetric Regulation of the Preponderant Economic Agent” under this Item 4.

The IFT is also authorized to impose specific rate requirements on any operator that is determined by the IFT to have substantial market power under the Federal Antitrust Law.Law (Ley Federal de Competencia Económica) and the 2014 legislation. See “—Mexican Regulatory Proceedings” under this Item 4.

Fixed Line Rates

Under Telmex’s concession, Telmex’s rates for basic telephone services in any period, including installation, monthly rent, measured local-service and long-distance service, are subject to a ceiling on the price of a “basket” of such services, weighted to reflect the volume of each service provided by Telmex during the preceding period. Every four years, Telmex filesis required to file a model before boththe IFT and the SCT,every four years with its projections of units of operation for basic services, costs and prices. There is also a price floor based on Telmex’s average long-run incremental cost. Within this aggregate price range, Telmex is free to determine the structure of its own rates. Telmex must get permission fromrates, with the exception of domestic long-distance rates, which were abolished under the 2014 legislation. As a result of the preponderance determination, Telmex’s rates are subject to pre-approval by the IFT before its ratesthey can take effect.

The price capceiling varies directly with the Mexican National Consumer Price Index (Indice Nacional de Precios al Consumidor), allowing Telmex to raise nominal rates to keep pace with inflation (minus a productivity factor set for the telecommunications industry), subject to consultation with the IFT.TelmexIFT. Telmex has not raised its nominal rates since March 2001, for local service, and since March 1999 for long-distance service. Under theTelmex’s concession, the price capceiling is also adjusted downward periodically to pass on the benefits of Telmex’s increased productivity to its customers. The IFT sets a periodic adjustment for every four-year period to permit Telmex to maintain an internal rate of return equal to its weighted average cost of capital. For services extending beyond basic telephone service, Telmex is free to set its rates. These services include data transmission, directory services and services based on digital technology, such as caller ID, call waiting, speed dialing, automatic redialing, voice mail, as well as three-way conference and call transfer.

During 2011, Cofetel notifiedThe 2014 legislation established that the preponderant agent may not charge interconnection rates. Therefore, Telmex of three resolutions mandating reductions tomay not charge other operators for the interconnection rates that Telmex chargesservices it provides, while it continues to pay for the interconnection services provided to it by other telecommunications providers. Specifically, Cofetel’s resolutions reduced rates for 2011 by 65% for interconnection fees and 94% for transport of long-distance traffic (resale), when compared to

2010. Telmex has filed petitions to challenge these resolutions before Cofetel and resolution of these petitions is pending. In April 2013, Cofetel issued a resolution mandating a further reduction in the 2012 interconnection fees.

Telmex’s freedom under its concession to determine its rates is substantially affected by the regulatory actions taken under the 2013 constitutional amendments.operators. See “—Asymmetric Regulation of the Preponderant Economic Agent.”Agent” under this Item 4.

Concessions

Under the applicable legislation, an operator of public telecommunications networks, such as Telcel or Telmex, must operate under a concession. The IFT is the authority that grants concessions, was previously the SCT and is currently the IFT. Concessionswhich may only be granted to a Mexican citizen or corporation, and may not be transferred or assigned without the approval of the IFT.

There are two types of concessions, as described below.

 

  Network concessions. The 2013 constitutional amendments contemplatenew regulatory framework contemplates unified concessions (concesión única), each of which allows the holder to provide all types of telecommunications and broadcasting services. Unified concessions were introduced to foster the convergence of networks that do not use frequencies of radio-electric spectrum. A unified concession has a term of up to 30 years, extendable for up to an equal term. The 2013 constitutional amendments also provide for a transitory regime under which existing concessions can be migrated to the new, unified concession regime. Telmex and its subsidiary Telnor hold network concessions, granted under the pre-2014 regimeprevious regulatory framework, to provide specified types of services. Their ability to migrate to the new regime and, consequently, to provide additional services, is subject to conditions, as described under Migration“Migration of ConcessionsConcessions” below. Our competitorsA concessionaire with a unified concession will be able to provide any and all telecommunications and broadcasting services. A unified concession has a term of up to 30 years, extendable for up to an equal term.

 

  Spectrum concessions. Telcel holds multiple concessions, granted under the previous regulatory framework, to provide wireless services that utilize frequencies of radio-electric spectrum. EachThese concessions have terms of these generally has a term of up15 to 20 years and may be extended for an additional 20-year terms.term.

A public telecommunications concessionaire is required by law to establish an open-network architecture that permits interconnection and interoperability.

Termination of Concessions

The Federal Telecommunications LawMexican legislation provides that at the expirationunder certain circumstances, assets of a concession,concessionaire may be acquired by the Mexicanfederal government has a right of first refusal to acquire the assets used directly in the exploitationupon termination of the concession.

The General Communications Law provides that uponcompensation to the expirationconcessionaire, if any, and the procedures to be followed depend on the type of the Telmex concession, the Mexican government is entitled to purchase its telecommunicationstype of assets at a price determined on the basis of an appraisal by a public official. Related telecommunications regulations provide that, upon expiration of the concession, the Mexican government has a right of first refusal to acquire Telmex’s telecommunications assets. However, the General Communications Law also provides that in certain cases, upon expiration of the concession, Telmex’s telecommunications assets will revert to the Mexican government free of charge. There is substantial doubt as to how these provisions of the General Communications Law and the telecommunications regulations would be applied and, accordingly, there can be no assurance that upon expirationinterpretation of applicable legislation by the concession, Telmex’s telecommunications assets will not revert tocompetent authorities at the Mexican government free of charge.time.

Migration of Concessions

The 2013 constitutional amendments providenew regulatory framework provides for a unified concession under which an operator may provide any service of telecommunications or broadcasting and for migrationa mechanism to themigrate to such unified concession system. When Telmex can migrate to the new, unified concession regime, it may be able to provide Pay TV or broadcasting services.

However, migration is subject to additional conditions for a predominant economic agent. Under these provisions, before Telmex can migrate its current concession to a unified concession, certain specific requirements must be met, including: (i) payment of any

new concession fee to be determined by the Ministry of Finance (Secretaría de Hacienda y Crédito Público)blico), (ii) compliance with current requirements under the concession, the 2013 constitutional amendments, the 2014 legislation and any additional measures imposed by the IFT on the preponderant economic agent and any new obligations provided by law, and (iii) such other requirements, terms and conditions as the IFT may establish. Consequently, Telmex may not be able to provide Pay TV oradditional services, such as broadcasting, services in the near term.

Telcel Concessions

Telcel operates under several different concessions covering particular frequencies and regions, holding an average of 72.8 MHz of capacity in Mexico’s nine regions in the 850 MHz, 1900 MHz and 1.7/2.1 GHz spectrum. The following tables summarize Telcel’s concessions.

 

Frequency

Region in Mexico

Initial Date

Termination
Date

Fee
Structure

Frequency

Region in MexicoInitial DateTermination
Date
Fee
Structure

Band A (1900 MHz)

  Nationwide  Sept. 1999  Sept. 2019  Upfront

Band B (850 MHz)

  Regions 1, 2, 3  Aug. 2011  Aug. 2026  Annual

Band B (850 MHz)

  Regions 4, 8  Aug. 2010  Aug. 2025  Annual

Band B (850 MHz)

  Regions 5, 6, 7  Oct. 2011  Oct. 2026  Annual

Band B (850 MHz)

  Region 9  Oct. 2000  Oct. 2015  Upfront

Band D (1900MHz)

  Nationwide  Oct. 1998  Oct. 2018  Upfront

Band F (1900 MHz)

  Nationwide  Apr. 2005  Apr. 2025  Annual

Bands B2, C, D (1.7/2.1 GHz)

  B2: All AWS
Regions; Band C:
Nationwide; Band
D: Regions 1, 5, 8
  Oct. 2010  Oct. 2030  Annual

In addition to the 850 MHz, 1900 MHz and 1.7/2.1 GHz concessions detailed in the tables above, in December 2002, the SCT granted Telcel obtained a concession to install and operate a telecommunications network to provide national and international long-distance services, as well as data-transmission services. The concession was granted for an initial term of 15 years, and it is subject to extension for an additional 15-year period.

Renewal

The eight Band B concessions covering regions outside the Mexico City area were renewed in 2010 and 2011, with certain additional conditions imposed on Telcel. Telcel challenged the imposition of some of these conditions in a proceeding that does not affect the validity of the renewals, and a final resolution of such challenge is still pending. All of these concessions are subject to renewal for additional 15-year terms.

On April 20, 2010, Telcel requested the renewal of the Band B concession covering the Mexico City area (Region 9) that will expire in October 2015, and that renewal request is still pending. The Band D concessions will expire in 2018, the Band A concessions in 2019, the Band F concessions in 2025 and the nationwide 1.7/2.1 GHz concession in 2030. All of these concessions are subject to renewal for equal terms.

Concession Fees

In addition to the upfront payment applicable to all of the 1900 MHz (F Band) concessions, 1.7/2.1 GHz (B2, C and D Bands) concessions and 850 MHz concessions (Regions 1 to 8), owners of concessions granted or renewed on or after January 1, 2003 are also required to pay annual fees (derechos) for the use and exploitation of radio spectrum bands. The amounts payable are set forth by the Federal Annual Fees Law (Ley Federal de Derechos) and vary depending on the relevant region and radio spectrum band. Currently, Telcel is not required

to pay these fees for its Bands A and D 1900 MHz concessions since they were awarded prior to 2003, but it is required to pay them for additional 10 MHz of capacity in the 1900 MHz spectrum (Band F) acquired in 2005. The renewal of the Band B concessions in 2010 and 2011 required Telcel to pay an aggregate upfront fee of Ps.74.8 million, as well as to make payments of annual fees (derechos) during the term of the concessions. The grant of the nationwide 1.7/2.1 GHz concession for a 20-year term, which occurred in October 2010, required an upfront payment of Ps.3,793 million.

Service Quality Requirements

The concessions set forth extensive requirements for the quality and continuity of Telcel’s services, including, in some cases, maximum rates of incomplete and dropped calls and connection time. In 2011, Cofetelthe Federal Telecommunications Commission (Comisión Federal de Telecomunicaciones, or “Cofetel”) issued a new Fundamental Technical Plan for Quality of Local MobileWireless Services (Plan Técnico Fundamental de Calidad del Servicio Local Móvil, or the “2011 Technical Plan”). It is currently under review by the IFT, which is expected to modify it pursuant to the new regulatory framework. The 2011 Technical Plan is applicable to all mobilewireless operators, including Telcel. The 2011 Technical Plan imposes additional service quality requirements for voice, SMS and internet services to those set forth in our concessions, and includes a methodology based on site measurements that may be publicly available, andas well as potential fines for non-compliance with voice-quality requirements. We believe we are in compliance with the service quality requirements of our concessions and of the 2011 Technical Plan. Nonetheless, Telcel has been notified that the SCT has commencedof a number of proceedings seeking to impose penalties on Telcel on the basis of alleged non-compliance with the service quality requirements of the previous technical plan, as well as some proceedings from alleged service quality non-compliance during network failures. Telcel is challenging the allegations and penalties in proceedings that are still pending.

Telmex Concessions

Telmex’s concession was granted in 1976 and amended in August 1990. Currently set to expire in 2026, Telmex’s concession may be extended for an additional 15-year term subject to additional requirements that the IFT may impose. Thereafter, it may be renewed for successive 30-year terms. Telmex’s subsidiary, Teléfonos del Noroeste, S.A. de C.V. (“Telnor”),Telnor, holds a separate concession in a region located in two states in northwestern Mexico that will expire in 2026 and may be extended for an additional 15-year term thereafter. The material terms of the Telnor concession are similar to those of the Telmex concession.

In addition, Telmex currently holds concessions for the use of frequencies to provide wireless local access and point-to-point and point-to-multipoint transmission. Telmex obtained these concessions from Cofetel through a competitive bidding process for a term of up to 20 years that may be extended for additional 20-year terms.

Asymmetric Regulation of the Preponderant Economic Agent

Determination

The 2013 constitutional amendments provide for the IFT to determine whether there is a “preponderant economic agent” in the telecommunications sector and, if so, authorize the IFT to impose a special regulatory regimeBased on the preponderant economic agent. The special regime is referred to as “asymmetric” regulation, because it applies to one market participant and not to the others.

The 2013 constitutional amendments provided a deadline for the determination and for the imposition of asymmetric regulation, but they also contemplated that both would occur after the adoption of implementing legislation. In March 2014, the IFT determined that an “economic interest group” consisting of us and our operating subsidiaries Telcel, Telmex and Telnor, as well as Grupo Carso, S.A.B. de C.V. and Grupo Financiero Inbursa, S.A.B. de C.V., constitutes the “preponderant economic agent” in the telecommunications sector. The 2013 constitutional amendments provide that a determination of preponderance can be based on number of customers, traffic or network capacity, and the IFT’s determination was based on a finding that we, serve more than half of the customers in Mexico as measured by the IFT on a national basis.

The IFT also imposed extensive asymmetric regulations on our Mexican fixed-line and wireless businesses, as summarized below. Certain of these measures took effect in April 2014. We have begun judicial proceedings to challenge the determination of preponderant economic agent and the related measures, but under the 2013 constitutional amendments no interim relief from the regulations is available pending judicial consideration of our challenges.

Specific Measures

Based on its determination that we and our Mexican operating subsidiaries and affiliates constitute a preponderant economic agent in the telecommunications sector, the IFT imposedwe are subject to extensive specific asymmetric measures, which it considered necessary to avoid effects on competition and telecommunications markets.measures. Some of the most important measures are summarized below.

 

  InterconnectionInterconnection.. The interconnection rates we charge to other operators are set by the IFT at rates below those charged by the other operators. The IFT also adopted a model interconnection agreement (convenio marco de interconexión). In March 2014, the IFT imposed on Telcel the interconnection rate it must charge to all other operators for traffic to Telcel’s network from April 6, 2014 to December 31, 2014. The rate charged was reduced from Ps.0.3490 to Ps.0.2045 per minute. The 2014 legislation, however, eliminated interconnection rates for the preponderant economic agent as of August 13, 2014, such that neither Telcel nor Telmex may charge other operators for the interconnection services they provide, while continuing to pay such operators for their interconnection services. Telcel and Telmex have each filed challenges to the elimination of interconnection rates.

 

  Access to InfrastructureInfrastructure.. Several measures relate to the ability of other operators to use our network infrastructure.

Sharing of InfrastructureInfrastructure.. We must provide other operators access to use our passive infrastructure, including towers, sites, ducts and rights of way. AccessUpon approval by the IFT of the reference terms (ofertas públicas de referencia) for the use of our passive infrastructure, we negotiate access rates are to be negotiated with theother operators or,and, if agreement cannot be reached, rates may be determined by the IFT using a long-run average incremental costs methodology.

Local Loop UnbundlingUnbundling.. We must offer other operators access to elements of our local network separately. We have sumitted our proposed reference terms for unbundled access to the IFT, and it is currently under review. Access rates will be determined by the IFT using a methodology of long run average incremental costs. We have until June 30, 2014 to submit to the IFT our proposed offer of unbundled access, and by November 30 of each year we must publish the offer. We must also agree on an unbundling agreement with any other operator.

Leasing of Dedicated LinksLinks.. We must lease dedicated links to other operators. TheUpon approval by the IFT of the reference terms for leasing of our dedicated links, we negotiate access rates are to be negotiated with theother operators or,and, if agreement cannot be reached, rates may be determined by the IFT using a “retail minus” methodology, except for dedicated-link leasing for interconnection services where the IFT will useuses a long-run average incremental costs methodology.

Mobile Virtual Network OperatorsOperators.. We must provide mobile virtual network operatorsMVNOs access to services we provide to our customers, atcustomers. Upon approval by the IFT of the reference terms of access to such service, we negotiate access rates to be negotiated with the operators or,MVNOs and, if agreement cannot be reached, rates may be determined by the IFT using “retail minus” methodology. We recently finalized agreements with three MVNOs as of the date of this annual report.

 

  Roaming. We must provide roaming services at a national level to other wireless operators. Upon approval by the IFT of the reference terms governing our roaming agreements, we negotiate access rates with other mobile operators, and ifoperators. If an agreement cannot be reached, the IFT will determine the rate using a long-run average incremental costs methodology. Rates for wholesale roaming services willrates may be negotiated with the other operators or, if agreement cannot be reached, determined by the IFT, using a long-run average incremental costscost methodology.

 

  Elimination of Domestic Roaming ChargesFees.. We As of April 2014, we may no longer charge our customers roaming chargesfees within Mexico.

 

  Certain Obligations on the Provision of Retail ServicesServices.. Certain rates for the provision of telecommunications services to our subscriberscustomers are subject to rate control or authorization by the IFT authorization, in the case of fixed-line and wireless services, and to rate controls, in the case of fixed-line services only, using methodologies related to maximum prices and replicability tests that are currently under analysis by us and the IFT. Also, weWe are also subject to various obligations relating to the sale of services and products, including the obligation to offer individually all services that arewe previously offered under a bundle scheme, limitations on exclusivity for handsets and tablets and the obligation to unlock handsets.

  Content.We are subject to specific limitations on acquisitions of content, including a prohibition on acquiring exclusive transmission rights to “relevant” content (contenidos audiovisuales relevantes), as determined from time to time by the IFT, including without limitation national soccer play-offs (liguilla), FIFA world cup soccer finals, and any other event where large audiences are expected at a national or regional level.

 

  Reporting of Service Obligations.We are subject to obligations related to reporting of service, including the publication of reference terms (ofertas públicas de referencia) for wholesale and interconnection services that are subject to asymmetric regulation. The reference terms are subjecthave been submitted to prior approval by the IFT.IFT and approved.

Termination of Asymmetric Regulation

The specific measures of asymmetric regulation can be terminated if the IFT declares that effective competition conditions exist in the telecommunications sector or if we cease to be considered a preponderant economic agent. The measures will be reviewed for this purpose every two years. However, regardless of whether we continue to be considered a preponderant economic agent, the IFT is authorized to impose specific rate requirements, among other asymmetric regulations, on any operator that is determined by the IFT to have substantial market power in any of the markets regulated under the Federal Antitrust Law. See “—Mexican Regulatory Proceedings” under this Item 4.

IFT Substantial Market Power Investigations

The 2014 legislation provides for the IFT to determine whether there are telecommunications or broadcasting operators that have substantial market power in the markets where they operate and to impose the necessary measures to maintain free competition in such markets. The IFT has initiated investigations in order to determine whether operators with substantial market power exist in a number of markets in which we operate. We are not aware that any of these investigations involves a determination that we or any of our subsidiaries or affiliates is an operator with substantive market power in the markets under investigation.

Mexican Regulatory Proceedings

We are subject to certain regulatory proceedings, as described below, but we expect some of them to be superseded in part by the 2013 constitutional amendments, measures issuedtaken by the IFT andunder the 2014 implementing legislation that we expect will be adopted in 2014.legislation.

Telcel Antitrust Investigations—Substantial Market Power

Telcel is the target of two substantial market power investigations initiated by Cofeco.the Federal Competition Commission (Comisión Federal de Competencia, or “Cofeco”). The investigations are now being conducted by the IFT, which under the 2013 constitutional amendments is exclusively responsible for enforcing competition legislation with respect to telecommunications and broadcasting.IFT. In the first investigation, Cofeco determined that Telcel had substantial market power over the mobile termination switched services it provides to other concessionaries through its network. The second investigation determined that Telcel had substantial market power in the nationwide market for voice and data services. Telcel filed challenges (juicios de amparo) to both determinations. Resolution of both challenges is pending.

These determinations, if upheld, would allow the IFT to impose against Telcel specificadditional requirements as to rates, quality of service and information, though it has not yet done so. If it does, we expect to challenge the IFT’s rulings.among other things.

Telcel Antitrust Litigations—Monopolistic Practices

In April 2011, following a regulatory inquiry initiated in 2006, Cofeco notified our subsidiary Telcel of a resolution imposing a fine of Ps.11,989 million for alleged “relative monopolistic practices” (prácticasmonopólicas relativas) that also, allegedly, constituted a repeat offense (reincidencia). Under applicable Mexican law, Cofeco would have been able to impose a penalty for a repeat offense equivalent to the highest of twice the fine applicable to a first-time offense, or 8.0% of the offender’s annual revenues for its previous fiscal year.

In May 2012, Cofeco revoked the fine. As a condition to the revocation of the fine, Telcel must comply with the followingspecific undertakings that it proposed to Cofeco in March 2012: (i) the gradual reduction of the mobile termination rate Telcel charges for termination of voice traffic in its network to reach Ps.0.3094 in 2014; (ii) use of the second as the applicable unit for measuring interconnection rates; (iii) publication of the reference interconnection terms (oferta pública de interconexión) applicable to its network; (iv) termination of all pending disputes related to the 2011 termination rate (Ps.0.3912) determined by Cofetel with those operators that agree to enter into an agreement based on the reference interconnection terms; (v) maintenance, as part of Telcel’s

commercial offerings, of plans or promotions under which some of the minutes included in the plan or promotion can be used by the Telcel customer to call any fixed or mobile network at the same rate (without differentiating on-net and off-net); and (vi) an access to information agreement under which Cofeco can monitor compliance with Telcel’s undertakings.2012.

The IFT is now responsible for monitoring Telcel’s compliance with respect to thesuch undertakings listed above and in the event of any breach, may impose a fine of up to 8.0% of Telcel’s annual revenues. Six otherTelcel believes it has complied with all of the undertakings and expects the IFT to confirm such compliance. Certain operators challenged the revocation of the fine, and fourmost of those proceedings have now been resolved on terms favorable to Telcel. See “Legal Proceedings” under Item 8 and Note 1720 to our audited consolidated financial statements included in this annual report. As a result of the changes to the legal regime governing Mexican telecommunications services, the mobile termination rates Telcel will charge during 2014 will be lower than those agreed upon with Cofeco.

Telmex Antitrust Investigations—Substantial Market Power

Beginning in 2007, Cofeco initiated four investigations to evaluate whether Telmex and its subsidiary Telnor have substantial power in certain markets. Cofeco issued final resolutions concluding that Telmex and Telnor have substantial power in all four of the relevant markets investigated. Telmex and Telnor submitted petitions for reconsideration (recursos de reconsideración) to Cofeco challenging’Telnor challenged their findings. Cofeco denied the petitions for reconsideration. Telmexfindings and Telnor then filed challenges (juicios de amparo indirecto) to Cofeco’s denial of the petitions for reconsideration. Of these challenges, two are still pending, but two of Telnor’s challenges have been denied, effectively upholding Cofeco’s findings.findings, while the remaining two challenges are still pending. With respect to the matters for which the challenges were denied, Cofetelthe IFT can impose specific tariff requirements or other special regulations, such as additional requirements regarding disclosure of information or quality of service. Consequently, inIn April 2012, the IFT’s predecessor, Cofetel, published an agreement in the Official Gazette, establishing requirements regarding tariffs, quality of service, and information for dedicated-link leasing. Telmex believes it could have an adverse impact on its revenues and results of operations. Telmex and Telnor have filed a petition for relief against that resolution, and that petition is still pending. See Note 1720 to our audited consolidated financial statements included in this annual report.

Mobile Termination Rates

Under the calling party pays system, when the customer of one operator (local or long-distance) places a call to a customer of another operator, the first operator pays the second a fee, which is referred to as an interconnection fee or mobile termination rate. Under Mexican law, interconnection fees are negotiated between operators. There has been extensive controversy in Mexico concerning the mobile termination rates payable to mobile operators since 2005, and the new legal framework imposes specified interconnection rates on Telcel. See “—Mobile Rates” under this Item 4 and Note 17 to our audited consolidated financial statements included in this annual report.

February 2009 Interconnection and Interoperability Plan

In February 2009, Cofetel published a Fundamental Technical Plan of Interconnection and Inter-operability (the “2009 Plan”) that addresses the technical, economic and legal conditions of interconnection and establishes additional obligations on telephone services providers, including Telcel, Telmex and Telnor. With respect to mobile termination fees, the 2009 Plan establishes a process for developing an economic model over a relatively brief period and then applying the economic model to set fees, which could override the existing fee agreements among service providers. Telcel believes that the implementation of the 2009 Plan will result in asymmetric and discriminatory treatment for those service providers that Cofeco (and under the new legal framework, the IFT) has determined are dominant. It will also subject these service providers to specific technical and legal requirements and different economic, technical and legal conditions than the other service providers, such as the

disaggregation of network components. Accordingly, Telcel, Telmex and Telnor have challenged the 2009 Plan, and their challenges are pending as of the date of this annual report. We are unable to predict the competitive and financial effects that might result if those challenges are resolved against us and the 2009 Plan is implemented, though they could materially reduce our revenues in future periods.

Consolidation of Local-service Areas

In 2005, Cofetel issued guidelines regarding the consolidation of local-service areas. Following a legal challenge by Telmex, the guidelines were withdrawn in June 2012. On July 1, 2013, Cofetel issued a resolution that would decrease the number of local-service areas, which would result in a reduction in our revenues from long-distance calls. Additionally, we would have to invest in adapting our technology to the changes in fixed-number dialing that the guidelines contemplate. As a result of the new legal framework, after a three-year period ending in 2017, local-service areas will be eliminated and all calls within Mexico will be considered local calls.

IFT Determination—Preponderant Economic Agent

On March 6, 2014, the IFT issued a resolution declaring that we and certain of our subsidiaries and affiliates comprise an economic interest group, declaring that this group constitutes a Preponderant Economic Agent and imposing specific asymmetric regulations. On March 31, 2014, we and our operating subsidiaries, Telcel and Telmex, each filed a challenge (juicio de amparo) against the IFT’s resolution, which are still pending. The new legal framework prevents us from obtaining a temporary judicial suspension of the asymmetric regulations. See “—Asymmetric Regulation of the Preponderant Economic Agent” under this Item 4.

Brazil

Legislation and Main Regulatory Authorities

The Brazilian Telecommunications Law (Lei Geral das Telecomunicações Brasileiras) provides a framework for telecommunications regulation. The primary telecommunications regulator in Brazil is Anatel, which has the authority to grant concessions and licenses for all telecommunications services, except broadcasting, and to propose and issue regulations that are legally binding on telecommunications services providers.

The principal tax imposed on telecommunications services Additionally, Claro Brasil is a state level value-added taxsubject to regulation by the Brazilian National Cinema Agency (Imposto Sobre Ciculação de Mercodorias e ServiçosAgência Nacional do Cinema), which Brazilian states impose on gross revenue derived from telecommunications services, and which varies from state to state, but averages 27% nationwide.

Rates

Anatel regulates rates for telecommunications services. In general, PCS license-holders are authorized to increase basic plan rates only annually and to adjust for inflation (less a factor determined by Anatel based on the productivity of each operator during the year)or ANCINE). Embratel’s concession for both domestic and international long-distance services allows it to set its own rates freely as in accordance with an annual rate-adjustment mechanism established by Anatel. In December 2012, Embratel obtained Anatel’s approval to set international long-distance rates freely as it deems appropriate, provided it gives Anatel and the public advance notice. Data transmission rates are not regulated.

General Regulatory Plan

The General Regulatory Plan (Plano Geral de Atualização da Regulamentação, or “PGR”), issued in October 2008, serves as the framework to develop public telecommunications policies for a period of ten years. The PGR includes Anatel’s plans to regulate MVNOs’ practices, expand broadband services to rural and low-income areas, implement rules related to fixed-line incumbents infrastructure usage within the next two years and revise the rules related to the size of the areas where service is considered to be local.

Under the PGR, in 2012 Anatel auctioned 4G spectrum frequencies with coverage obligations that aim to expand broadband access to rural and low-income areas. In this auction, Claro was awarded one of the two available nationwide licenses with a higher capacity (20+20 MHz in the 2.5 GHz band) that will allow it to provide faster data speeds. In additional to the national spectrum block, Claro also acquired 19 regional complementary blocks (10+10 MHz).

New Pay TV Legal FrameworkLicenses

In September 2011,August 2014, Anatel approved our proposal for the Brazilian Congress approved a new legal framework applicable to all Pay TV operatorscorporate reorganization of our subsidiaries in Brazil, which we effected with the objective of simplifying our corporate structure and reducing our operational costs in Brazil. The new framework, among other things, allows new entrantsOn December 31, 2014, the reorganization was consummated and Embratel, Embrapar and Net Serviços merged into the Pay TV market, including telephone companies; permits existing Pay TV operatorsClaro Brasil. As a result, all licenses previously granted to migrateEmbratel and Net Serviços were transferred to the new regulatory regime even in cases where their current license contracts are still in full force and effect; establishes that no license renewal requests, transfer of control requests, or changes in corporate structure requests will be granted unless existing Pay TV operators convert their old licenses to new licenses governed by the new legal framework; establishes Brazilian content quotas; and requires operators to provide free access to certain local and municipal channels. Anatel issued the main regulations regarding the new legal framework in March 2012. All licenses have national coverage and operators are not permitted to have multiple Pay TV licenses.

Concessions (Authorizations)Claro Brasil.

Our Brazilian wireless subsidiaries hold licenses for the telecommunications services listed below:

Company

License

Claro Brasil

Fixed Local Voice Services**

Domestic and International Long Distance Voice Services (STFC)*

Personal Communication Services (SMP)

Data Services (SCM)**

Cable TV Services (SEAC)**

Mobile Maritime Services (SMM)**

Global Mobile Satellite Services (SMGS)**

Claro TV

DTH TV Services (SEAC)**

Data Services (SCM)**

AmericelData Services (SCM)**
Star One

Data Services (SCM)**

Satellite Exploitation

PrimesysData Services (SLE)**
Telmex do BrasilData Services (SCM)**

*This license will expire in 2025.
**These licenses have an indefinite term.

Claro Brasil hold licenses to provide services under the PCS (SMP) regime in the 450 MHz, 700 MHz, 850 MHz, 900 MHz, 1,800 MHz, 1,900 MHz, 2,100 MHz and 2,500 MHz spectrum bands. Our subsidiaries expect to continue to acquire spectrum as Anatel conducts additional auctions.

The following table sets forth the regions in Brazil in which our subsidiaries hold licenses to provide wireless services, as well as the termination dates of such licenses:

 

Regions in Brazil

 

Termination Dates

  

450 MHz*

850 MHz900 MHz1.8 GHz1.9 and 2.1
GHz
2.5 GHz**

National (all states)

 

850 MHz

 

900 MHz

 

1800 MHz

 

3G

1900 – 2100
MHz

 

4G

2500 MHz

4G

700 MHz

National (all states)October, 2027***December, 2029
Acre October, 2027July, 2027July, 2027July, 2027**March, 2023--

Bahia

Rondônia
 October, 20242027 July, 2027July, 2027July, 2027**March, 2023--
TocantinsOctober, 2027July, 2027July, 2027July, 2027**March, 2023--
Distrito Federal-July, 2027July, 2027July, 2027**March, 2023--
Mato Grosso-July, 2027July, 2027July, 2027**March, 2023--
Mato Grosso do Sul-July, 2027July, 2027July, 2027**March, 2023--
Goiás-July, 2027July, 2027July, 2027**March, 2023--
BahiaOctober, 2027- December, 2017 December, 2017 AprilMarch, 2023 

Sergipe

-
 -
Sergipe -- December, 2017 December, 2017 AprilMarch, 2023 

Alagoas

-
 -
Alagoas- August, 2027 August, 2027 August, 2027 AprilMarch, 2023 

Ceara

-
 -
Ceará- August, 2027 August, 2027 August, 2027 AprilMarch, 2023 

Piaui

-
 -
Paraíba- August, 2027 August, 2027 August, 2027 AprilMarch, 2023 

Pernambuco

-
 -
Piauí- August, 2027 August, 2027 August, 2027 AprilMarch, 2023 

Rio Grande do Norte

-
 -
Pernambuco- August, 2027 August, 2027 August, 2027 AprilMarch, 2023 

Paraná

-
 -
Rio Grande do Norte -August, 2027August, 2027August, 2027March, 2023--
Paraná-- December, 2017 December, 2017*** AprilMarch, 2023 

Paraná (Norte)

-
 -
Paraná (Norte) -- December, 2022 December 2022AprilMarch, 2023 

Santa Catarina

March, 2023
 - -
Santa Catarina-- December, 2017 December, 2017*** AprilMarch, 2023 --

Rio de Janeiro

 - April, 2028 April, 2028 April, 2028*** AprilMarch, 2023 

Espirito Santo

-
 -
Espírito Santo- April, 2028 April, 2028 April, 2028*** AprilMarch, 2023 --

Rio Grande do Sul

 - April, 2028 April, 2028 April, 2028*** AprilMarch, 2023 --

São Paulo—Paulo – Capital

 October, 20242027* August, 2027 August, 2027 JulyAugust, 2027 AprilMarch, 2023 

São Paulo—Interior

-
 -
São Paulo – Interior- March, 2028 March, 2028 March, 2028 AprilMarch, 2023 

Minas Gerais

-
 -
Minas Gerais -- April, 2020 April 2020***AprilMarch, 2023 

Minas Gerais (Triângulo)

AprilMarch, 2023 --

Minas Gerais (Triângulo Mineiro)

---March, 2023March, 2023--
Amazonas

 October, 20242027 March, 2023 - December, 2022 AprilMarch, 2023 --

Maranhão

 October, 20242027 March, 2023 - December, 2022 AprilMarch, 2023 --

Roraima

 October, 20242027 March, 2023 - December, 2022 AprilMarch, 2023 --

Amapá

 October, 20242027 March, 2023 - December, 2022 AprilMarch, 2023 --

Pará

 October, 20242027 March, 2023 - December, 2022 AprilMarch, 2023 

Distrito Federal

-
 July 2027July 2027July 2027***April 2023

Mato Grosso do Sul

July 2027July 2027July 2027***April 2023

Goiás

July 2027July 2027July 2027***April 2023

Tocantins

October 2024July 2027July 2027July 2027***April 2023

Mato Grosso

July 2027July 2027July 2027***April 2023

Rondônia

October 2024July 2027July 2027July 2027***April 2023

Acre

October 2024July 2027July 2027July 2027***April 2023-

 

*In 450 MHz São Paulo Capital includes area codes 11 and 12.
**Certain blocks covered will expire in March 2023.
***In addition to a national block (20+20 MHz) in 2.5 GHz (4G), Claro also acquired 19 regional complementary blocks (10+10 MHz).
***Certain blocks covered will expire in April 2023.

Other Licenses

Embratel

Embratel holds both domestic and international long-distance concessions that were granted on December 22, 2005 and will expire on December 31, 2025. Additionally, Embratel holds local voice services, data services (Serviço de Comunicação Multimídia, or “SCM”) and Pay TV licenses (Serviço de Acesso Condicionado or “SeAC”), which allow it to provide data, audio and video services for an indefinite term.

Star One:

Our Brazilian subsidiary Star One has the following authorizations:authorizations for satellite exploitation:

 

Type:Type

  Number:

Number

  

Orbital Position

  

Issue
Date:
Date

  

Expiration
Date:
Date

(15 years)

Extension (renewal)

  PVSS/SPV 007/2006  63ºW, 65ºW, 70º68°W,70ºW, 84ºW and 92ºW – C Band  01/01/06  01/01/21

Orbital Position

  PVSS/SPV 001/2003  65ºW – Ku Band  02/25/03  02/25/18

Orbital Position

  PVSS/SPV 12/2007  68º92ºW – C and Ku Band  11/13/07  11/13/22

Orbital Position

  PVSS/SPV 002/2003  70ºW – Ku Band  10/08/03  10/08/18

Orbital Position

  PVSS/SPV 001/2007  75ºW – C and Ku Band  02/27/07  02/27/22

Orbital Position

  PVSS/SPV 156/2012  70ºW – Ka and Ku (Planned) Band  03/28/12  03/28/27

Orbital Position

  PVSS/SPV 076/2012  84ºW – Ka and Ku Band  02/06/12  02/06/27

Landing Rights

  PVSS/SPV 002/2009  37.9ºW – C Band  05/25/09  05/05/1919*

 

*The C12 Satellite (AMC-12) expiration date corresponds to the end of its lifetime.

Net ServiçosRates

Net Serviços held 95Anatel regulates rates (tariffs and prices) for all telecommunications services, except for data transmission, Pay TV licenses, grantedand satellite capacity rates, which are not regulated. In general, PCS license-holders and domestic long-distance concession-holders are authorized to increase basic plan rates annually and to adjust only for inflation (less a factor determined by Anatel based on the productivity of each operator during the year). Claro Brasil may set international long-distance rates freely, as approved by Anatel in December 2012, provided it gives Anatel and the public advance notice.

Regulation of Wholesale Competition

In November 2012.2012, Anatel approved the General Competition Plan (Plano Geral de Metas da Competição, or “PGMC”), a comprehensive regulatory framework aimed at increasing competition in the telecommunications sector. The PGMC imposes asymmetric measures upon economic groups determined by Anatel to have significant market power in any of five wholesale markets in the telecommunications sector, on the basis of several criteria, including having over 20% of market share in the applicable market.

As a wireless operator, Claro Brasil, as well as three of its primary competitors, were determined to have significant market power in the wireless termination and national roaming markets. As a result, Claro Brasil was required to reduce wireless termination rates to 75% of the 2013 rates by February 2014, and to 50% of the 2013 rates by February 2015. In 2013, these licensesJuly 2014, Anatel established reference terms for wireless termination services applicable to operators with significant market power through 2019. Claro Brasil is also required to publish and Anatel must approve its reference prices for voice, data and SMS roaming on a semi-annual basis, among other measures.

In addition, Embratel was determined to have significant market power in the market for long distance leased lines, Claro Brasil and Embratel were combined into eight Pay TV (SeAC) licenses, which allowdetermined to have significant market power in the telecommunications infrastructure market, and Net Serviços was determined to provide serviceshave significant market power in over 160 cities. These licenses impose certain technical, financialthe local coaxial transmission market, together with several of their wireless and legal requirementsfixed-line competitors. Following the merger of Embratel and have no expiration date. In 2014, Net Serviços intendsinto Claro Brasil, Claro Brasil is required to waive sevenpublish and Anatel must approve its reference offers in each such market. Moreover, wholesale contracts entered into by operators determined to have significant market power, for the sale of such licensesoperators’ services, are overseen by independantthird-party companies.

In 2013 Anatel approved Claro Brasil’s wholesale public offerings with respect to national roaming, telecommunications infrastructure, long distance leased lines, wireless termination rates, internet network interconnection and provideinternet links.

In light of evolving market conditions, Anatel will review its determination of which operators have significant market power on a biannual basis. Anatel began its first review in November 2014, and such review has not been completed. Anatel may also propose modifications to the asymmetric measures applicable under the PGMC, which would be subject to public comment.

Claro Brasil challenged Anatel’s application of certain asymmetric measures with respect to wireless termination services, throughand requested a single nationwide license.clarification of the rules applicable to operators in the national roaming market, in an administrative proceeding in 2013. Its challenge was denied, and Claro Brasil is awaiting the results of its appeal.

Network Usage Fees and Fixed-Line Interconnection Rates

In July 2014, Anatel approved Resolution N. 639, establishing the reference terms for fees charged in connection with wireless network and leased lines usage, and setting a price cap on fees charged for fixed network usage. Such values, developed based on Anatel’s cost model studies, will be applicable beginning February 2016.

Fixed-line operators determined by Anatel to have significant market power in the local fixed-line market may freely negotiate interconnection rates, subject to a price cap established by Anatel. Other carriers, including Claro Brasil, may set interconnection rates up to 20.0% higher than such cap.

Special Obligations

Concession Fees

Claro Brasil is required to pay a biannual fee equal to 2.0% of net revenue,revenues, except for the final year of the15-year term of its PCS authorizations, in which the fee equals 1.0% of net revenue.revenues.

Embratel

Claro Brasil (as successor in rights and obligations of Embratel) is also required to pay a fee every two years during the term of its domestic and international long-distance concessions equal to 2.0% of the revenues from switched fixedlong distance telephone services, net of taxes and social contributions, for the year preceding the payment.

Wireless Interconnection Fees

Mobile termination rates in Brazil are negotiated by operators, subject to the condition that wireless operators offer to all other fixed-line and wireless operators the best rates offered to any fixed-line operator. Our Brazilian subsidiaries have not always been able to reach agreements on the mobile termination rates with certain operators and some of these operators have sought the intervention of Anatel or the Economic Defense Department. We expect that mobile termination rates will continue to be the subject of litigation and administrative proceedings. We cannot predict when or how these matters will be resolved. The competitive and financial effects of any adverse resolution of these proceedings could be complex and difficult to predict, but if the rates set as a result of these proceedings are different from the ones Claro Brasil has agreed to with most operators, Claro Brasil may suffer a financial impact.

In 2005, Anatel defined a series of cost-based methods for determining interconnection fees charged by operators belonging to an economic group with significant market power. Anatel has proposed that an economic group with more than 20% of market share shall be considered to have significant market power for this purpose. Under this proposal, Claro Brasil would be an economic group with significant market power.

In November 2012, Anatel published Resolution N. 600, approving the General Plan of Competition (Plano Geral de Metas da Competição or “PGMC”), which establishes that mobile termination rates must be reduced: (i) to 75% of the 2013 rates by 2014; and (ii) to 50% of the 2013 rates by 2015. In 2016, mobile termination rates

will be determined based on a cost model, which is intended to be submitted during 2014. If Claro Brasil is deemed to constitute an economic group with significant market power and if PGMC comes into force as described, Claro Brasil may suffer a financial impact.

During the first quarter of 2012, in order to decrease the interconnection fees while PGMC comes into force, Anatel issued a transitory regulation that imposes a reduction of interconnection fees. Although the financial effect on Embratel is unclear, such regulation had a negative impact on Claro Brasil.

Fixed Line Interconnection Fees

Fixed line operators may freely negotiate interconnection rates, subject to a price cap established by Anatel. However, if an operator offers an interconnection fee below the price cap to another operator, it must offer the same price to any other operator that requests it.

Competition Regulation

The PGMC published by Anatel sets forth competition goals for all main telecommunications services. Their key objective is to lower prices in the wholesale markets and to ensure equal treatment among competitors. In December 2012, Anatel held public consultations regarding reference prices for such regulated markets and resolved that wholesale contracts within these markets shall be overseen by a third-party company hired by all the main operators. Anatel approved both Claro Brasil’s and Embratel’s wholesale public offerings (roaming, infrastructure, leased lines, mobile interconnection fees, internet network interconnection and internet links).

Quality of Service Regulation

Telecommunications providers are subject to quality targets under their concessions and the Quality of Service Regulation (Regulamento de Gestão da Qualidade or “RGQ”), issued in December 2012. Under this regulation, which came into force 120 days after its publication, the number of quality indicators fell from 37 to 21 for operators with more than 50 thousand accesses, thereby promoting the regulatory asymmetry already used in the regulation of broadband quality.

Noncompliance with the targets set by the RGQ and other quality of service regulations may result in the imposition of penalties by Anatel. As such, in July 2012, Anatel suspended Brazilian mobile phone providers TIM, Claro and Oi from selling new telephone lines in some states throughout the country, due to high rates of customer complaints. In each state, the company with the highest number of complaints was prohibited from conducting sales. Claro was prohibited from conducting sales in São Paulo, Santa Catarina and Sergipe from July 2012 through August 2012.

As a result, operators were requested to present to Anatel an investment plan that tackled issues of customer service and quality. Claro’s plan is being monitored by Anatel and non-compliance may result in further suspensions or other actions.

In October 2011, Anatel published quality of service regulations for PCS and SCM, which included new quality standards for broadband services. In addition, it requires that an independent third party designated by all broadband service providers—fixed and wireless—review these new standards. During 2012, operators hired a third-party company whose measurements started to be submitted during 2013.

Reversible Assets

Embratel’sClaro Brasil’s domestic and international long-distance fixed-line concessions provide that the concessionaire’s assets, such as equipment, infrastructure and any other property or rights essential for the provision of domestic and international long-distancefixed-lineservices and considered as reversible, cannot be disconnected, replaced or sold without the prior regulatory approval.approval of Anatel. Upon expiration of these concessions, such assets may be revertedrevert to the Brazilian government in exchange for somewhich case any compensation for the investments made in those assets.

assets would be negotiated with Anatel at the time of expiration. Those assets we use exclusively in the provision of wireless and Pay TV services are not subject to reversion.

Universal Coverage Obligations

Pursuant to the General Plan of Universal Access Targets (Plano Geral de Metas de Universalização), as a concessionaire of domestic and international long-distance services, Claro Brasil is required to install public telephones in remote areas that are more than 30 km from localities where individual fixed-line voice services are available. As of December 31, 2014, Claro Brasil had installed 1,516 public telephones in compliance with this requirement.

In 2012 Anatel auctioned 2.5 GHz (4G) spectrum frequencies with coverage obligations that aim to expand broadband access to rural and low-income areas. In 2014, Anatel auctioned additional 700 MHz (4G) spectrum frequencies without coverage obligations. Claro Brasil won spectrum bands in each of these auctions. As a result, Claro Brasil and other winners of the 2014 auctions must provide compensation to digital TV-LTE operators for the cost associated with setting up filters to avoid signal interference. Additionally, winners in this auction must purchase digital TV set-top boxes for members of the governmental program “Bolsa Familia” and compensate analog broadcasters for releasing spectrum.

Quality Services Goals

Telecommunications providers are subject to quality targets under their concessions and the Quality of Service Regulation (Regulamento de Gestão da Qualidade, or “RGQ”), issued in December 2012. Non-compliance with the targets set by the RGQ and other quality of service regulations may result in the imposition of penalties by Anatel.

Telecommunications Service Consumer’s Rights

On March 7, 2014, Anatel approved the General Regulation of Telecommunications Services Consumer’s Rights (Regulamento Geral de Direitos do Consumidor de Serviços de Telecomunicações), which aims to establish rules on service, debt collection and provision of fixed and wireless voice, data and Pay TV services. The regulation resulted in significant improvements, including the implementation by Claro Brasil of new processes and technologies aimed at enhancing customer service.

Colombia

The ICTInformation and Communications Ministry (Ministerio de Tecnologías de la Información y las Comunicaciones, or “ICT Ministry”) and the Communications Regulatory Commission (“CRC”(Comisión de Regulación de Comunicaciones, or “CRC”) are responsible for overseeing and regulating the telecommunications sector, including wireless operations. In addition, the main audiovisual regulatory authority in Colombia with respect to Pay TV is the National Television Authority (Autoridad Nacional de Televisión, or “ANTV”). The ICT Ministry supervises and audits the performance of our fixed and mobilewireless voice and data services and the performance of legal, contractual and regulatory obligations. The activities of Comcel and Telmex Colombia are also supervised by the Colombian Superintendency of Industry and Commerce (Superintendencia de Industria y Comercio), or “SIC” ), which enforces antitrust rules and protects consumer rights.

Wireless

In September 2011, the CRC opened an administrative action to impose new regulatory measures on Comcel because of its dominant position in the outgoing mobile services market. On December 31, 2012, the CRC issued Regulation 4050/2012,Resolutions 4002 and 4050, which seeksseek to correct an alleged market failure, and imposedimposing the following measures on Comcel: (i) asymmetric access charges for call termination on Comcel’s network, whereby we must offer lower rates to our competitors than the rates we pay them; and (ii) restrictions on the rates we charge our users for calls outside our network (off-net calls), which must not exceed the rates we charge for calls within our network (on-net calls). Asymmetric access charges arewere expected to end by January 1, 2015.

In December 31, 2014, the CRC issued Resolution 4660, which updates the access charges scheme applicable to all operators. While it is unclear whether this new scheme of general applicability also has the effect of extending the specific asymmetric charges applicable to Comcel beyond January 1, 2015, while the restrictionsCRC has responded to Comcel’s requests for clarification by confirming that such scheme is general in nature and not targeted at Comcel. However, our competitors claim that the new scheme has the effect of extending asymmetric access charges until December 2016. Movistar and Tigo filed a claim before SIC, which issued a preliminary injunction ordering Comcel to continue to apply asymmetric charges with respect to Movistar, pending a decision on off-net rates are expectedthe merits of the underlying claim. Comcel will contest this decision and vigorously defend its position that asymmetric access charges should not apply after January 1, 2015.

In March 2013, the ICT Ministry issued Resolution No. 449, outlining the bidding process for its 4G licenses. Comcel was excluded from bidding for the 1.7/2.1 GHz (AWS) spectrum band, but was allowed to be temporary, subjectbid for the 1.9 GHz and the 2.5 GHz spectrum bands. The 4G license auctioned to review or eliminationComcel in the 2.5 GHz band was issued in July 2013.

Under the terms of Comcel’s concessions to provide wireless telecommunications services in Colombia, it is required to make quarterly royalty payments based on its revenues to the ICT Ministry. In October 2012, a draft bill restricting any one wireless provider from controlling more than 30.0% of the wireless market was proposed in the Colombian Congress, though the initiative was not approved.

In November 2013, Comcel qualified under the provisions of Law 1341 of 2009 related to the general authorization for the provision of wireless services, and was included in the register of ICT Ministry networks and services administrated by the CRC.ICT Ministry. Such general authorization superseded all of Comcel’s concession contracts and, consequently, such concessions were terminated.

As a result of the termination of Comcel’s concessions, the ICT Ministry and Comcel will begin discussions that seek to reach mutual agreement with respect to the assets that will revert to the government, in light of the Colombian Constitutional Court’s decision C-555 of 2013. In that decision, the Court held that certain laws limiting telecommunications providers’ obligation to return to the state assets related to their concessions upon their expiry did not apply to concessions granted prior to 1998. Because our concessions were granted prior to 1998, they follow the reversion clauses contained in their respective agreements, whose scope will be the subject of future discussions between the ICT Ministry and Comcel.

In March 2014, the ICT Ministry issued Resolution No. 598, which granted Comcel the renewal of its permits for the use of the radio spectrum required to provide wireless services and microwave links for an additional ten-year period.

Pay TV

In October 2012, the ANTV issued Resolution No. 0179, establishing a unified licensing system and allowing existing cable operators to apply for a unified license to provide Pay TV services on a neutral technology basis, and on October 7, 2013, an addendum was signed authorizing the Company to provide Pay TV services under the DTH method.

On March 11, 2013, the ICT Ministry issued Resolution No. 449, outlining the bidding process for its 4G licenses. Comcel was excluded from bidding for the 1.7/2.1 GHz (AWS) spectrum band, but was allowed to bid for the 1.9 GHz and the 2.5 GHz spectrum bands. The 4G license auctioned to Comcel in the 2.5 GHz band was issued on July 26, 2013.

Under the terms of Comcel’s concessions to provide wireless telecommunications services in Colombia, it is required to make quarterly royalty payments based on its revenues to the ICT Ministry. In October 2012, a draft bill restricting any one wireless provider from controlling more than 30% of the wireless market was proposed in the Colombian Congress, though the initiative was not approved.

On November 28, 2013, Comcel qualified under the provisions of Law 1341 of 2009 related to the general authorization for the provision of mobile services, and applied for inclusion in the register of ICT Ministry networks and services administrated by the ICT Ministry.

In February 2014, the Colombian Constitutional Court issued judgment C-555 of 2013, regarding the obligation of telecommunications providers to return to the State assets related to their concessions upon the expiration of such concessions. The Constitutional Court ruled that Laws 422 of 1998 and 1341 of 2009 are constitutional and repealed the obligation to return such assets to the State, stating that mobile operators would only be required to return the assets for concessions that were assigned prior to 1998. Additionally, the Constitutional Court indicated that the providers may be compensated for the return of assets. The ICT Ministry will establish the applicable methodology to be followed for any such compensation.

In March 2014, the ICT Ministry issued Resolution No. 598, which granted Comcel the renewal of its permits for the use of the radio spectrum required to provide mobile services and microwave links for an additional ten-year period.

Southern Cone

Argentina

The main telecommunications regulatory authorities in Argentina are the Communications Ministry (Secretaría de Comunicaciones) and the National Communications Commission (Comisión Nacional de Comunicaciones), both of which are under the authority of the Ministry of Federal Planning, Public Investment and Services of the National Government.

AMX Argentina holds licenses covering the entire Argentine territory. These licenses contain coverage, reporting and service requirements, but do not have a fixed expiration date. The Communications Ministry is in charge of supervising the telecommunications industry in Argentina and is authorized to foreclose and sell the shares of a licensee in case of specified breaches of the terms of a license.

During 2010, the Communications Ministry issued Resolution 98/2010 setting rules for the implementation of mobile number portability, which began in March 2012. In November 2013, the Communications Ministry updated and modified the portability procedure through Resolution 21/2013.

Pursuant to Decree 558/08 all telecommunications providers, including AMX Argentina and Telmex Argentina, must contribute 1%1.0% of their monthly revenues, determined after certain deductions, to the Universal Fund (Fondo Fiduciario del Servicio Universal) to finance the provision of telecommunication services in underserved areas and to underserved persons.

In July 2013, the Communications Ministry through Resolution 5/2013 established a Quality Regulation of Telecommunications Services standard, under which providers must ensure better quality of service in terms of both accessibility to the network and dropped calls. The final document was issued by the National Communications Commission in November 2013.

In December 2013, the Communications Ministry issued Resolution 26/2013 which established the “second” as the unit of measure for charges of mobilewireless communications.

In July 2014, the Federal Government announced a public auction for the 850, 1900, 1700-2100 and 700 MHz frequency bands, which was held in October 2014 and resulted in AMX Argentina acquiring spectrum in the 1900, 1700-2100 and 700 bands.

In July 2014, the Communications Secretary issued Resolution 68/2014, approving the Regulations for MVNOs.

In December 2014, a new telecommunications law, Argentina Digital Act N° 27.078 (Ley Argentina Digital) was enacted. Such law allows telecommunications licensees to provide audiovisual media services, except for those provided through satellite infrastructure, and creates a new authority, the Federal Authority for Information and Communications Technologies (Autoridad Federal de Tecnologías de la Información y las Comunicaciones).

Chile

The General Telecommunications Law of 1982, as amended, established the legal framework for the provision of telecommunications services in Chile. The law established the rules for granting concessions and permits to provide telecommunications services and for the regulation of rates and interconnection. The main regulatory agency of the telecommunications sector is the Chilean Transportation and Communications Ministry (Ministerio de Transportes y Telecomunicaciones), which acts primarily through the Undersecretary of Telecommunications.

Claro Chile holds a concession covering the entire Chilean territory.territory of 30 Mhz in the 1900 Mhz band. The concession was granted in June 1997 and covers athirty-year period. The concession imposes coverage, reporting and service quality requirements. The Chilean Transportation and Communications Ministry is authorized to foreclose any concessionaire in the event of specified breaches of the terms of the concession.

In May 2006, Claro Chile acquired from Telefónica Móviles a concession for the use of 25 MHz within the 850 MHz frequency that permits Claro Chile to increase the wireless services it provides. The term of this concession is for a 25-year period for the Metropolitan area and Region V and for an indefinite period for the rest of Chile. In 2011,

Claro Chile was grantedalso holds a nationwide fixed and wireless data transmission concession for the use of 40 MHz withinMhz in the 2600 MHz frequency and2.6 Mhz Band. Such concession was granted in November 2012 for a period of 30 years.

In March 2014, is expected to be grantedone of our subsidiaries, Claro Servicios Empresariales, obtained a licensenew nationwide wireless data transmission concession, this one for the use of 20 Mhz in the 700 MHz frequencyMhz Band (under the APAC standard). The decree granting such concession has been issued and is under review of the office of the Comptroller, for a thirty-year period.its final publication in the official gazette, which would trigger the right of use and the deployment obligations related to that concession.

One of our subsidiaries has the right to use licenses to provide local fixed and wireless service through 50 MHz of the 3.4 to 3.6 GHz frequency band throughout the country. In addition, some subsidiaries in Chile provide domestic and international long-distance service, data services, internet access, pay television services andvalue-added services.

Paraguay

The National Telecommunications Commission of Paraguay (Comisión Nacional de Telecomunicaciones de Paraguay) is in charge of supervising the telecommunications industry in Paraguay. It is authorized to cancel licenses in case of specified breaches of the terms of a license.

AMX Paraguay holds a nationwide PCS license to operate in the 1900 MHz frequency spectrum for a five-year term starting on January 26, 2009, which was renewed in April 2014 for an additional five-year period. AMX Paraguay also holds a nationwide internet access and data transmission license, which was renewed through 2017. In November 2010, AMX Paraguay received a license for a five-year term to provide DTH services and in August 2011, AMX Paraguay received a license to provide cable TV services for a ten-year term. The licenses are renewable, subject to regulatory approval, and contain coverage, reporting and service requirements. In December 2010, the National Telecommunications Commission of Paraguay approved the regulation for number portability, which was implemented during the fourth quarter of 2012.

Uruguay

The Regulatory Unit of Communications Services (Unidad Reguladorada de Servicios de Comunicaciónes) and the National Administration of Telecommunications (Administración Nacional de Telecomunicaciones) are in charge of supervising the telecommunications industry in Uruguay. In June 2004, we acquired a twenty-year license to operate three broadband PCS frequencies in Uruguay.

OnIn February 4, 2013, Flimay was notified by the Court of Administrative Disputes (“TCA”) that its license for the provision of DTH had become effective. In May 2013, administrative authorities revoked the aforementionedthat license. Flimay lodged an appeal against such administrative resolution and in December 2014, it was notified by the TCA that is still pending.the administrative act that had revoked Flimay’s DTH license had been provisionally suspended, pending final resolution of the appeal.

In March 2013, the Government called for a public bidding process for the frequencies in the 1900 MHz and 1700/2100 MHz radio spectrum. As a result of this bidding process, AMX Wireless Uruguay was granted the use of 20 MHz of spectrum in the 1,900 MHz band and 20 MHz in the 1,700-2,100 MHz band.

Andean Region

Ecuador

Our wireless and fixed-line operations are subject to regulation by:

 

  the National Telecommunications, CouncilRegulation and Control Agency (Consejo NacionalAgencia de Regulación y Control de las Telecomunicaciones), which is responsible for policy-making in the telecommunications area;

the National Telecommunications Secretariat (Secretaría Nacional de Telecomunicaciones), which is responsible for executing the National Telecommunications Council’s resolutionspolicy, licensing and managing and assigning licenses to use theoversight of radio-electric spectrum use, telecommunications services provision and for the provisionmonitoring of telecommunications services;

the Telecommunications Superintendency (Superintendencia de Telecomunicaciones), which monitors the use of authorized frequencies and compliance with concession provisions; andconcession-provision compliance.

 

  Telecommunications and Information Society Ministry (Ministerio de Telecomunicaciones y Sociedad de la Información), which was created in August 2009 and is the leading government agency responsible for the technology industry’s development and the promotion of equal access to telecommunications services.

In 2008, Conecel renewed its concessions to operate 25 MHz on the 850MHz radio spectrum and 10 MHz on the 1900 MHz (Sub Band E-E) radio spectrum. This included a concession for PCS services that expires in August 2023. The renewal of the PCS concession allows us to provide 3G services and contains stricter quality-of-service requirements for, among other things, the number of successful call completions, average delivery time of SMS services, average time an operator takes to deal with all aspects of a customer call, geographic coverage and service conditions. In 2011, Conecel renewed its license to provide internet value-added services, which expires in 2021. In 2002, Conecel obtained a license to provide carrier services, which expires in 2017.

In 2013, Conecel, through DTH, obtained a license to operate Pay TV services throughout Ecuador except for the Galapagos Islands. The license expires in 2023.

Ecuador Telecom holds a concession to offer wireless and fixed-line voice, public telephony and domestic and international long-distance carrier services, as well as a license to use the 3.5 GHz frequency band that expires in August 2017 and a Pay TV license that expires in 2018.

In February 2014, following a regulatory claim filed in 2012 by the state-owned operator, the Superintendency of Control of Market Power (Superintendencia de Control del Poder del Mercado, or “SCPM”) imposed a fine on Conecel of Ps.1,809 million (US$(U.S.$138.4 million), for alleged monopolistic practices related to five locations in which the state-owned operator argues that Conecel has exclusive rights to deploy its network, preventing others from doing so. In March 2014, Conecel challenged the fine and posted a guarantee for 50%50.0% of its value. Through a judicial order issued during that same month, the competent court allowed Conecel’s lawsuit and suspended the effects of the contested fine. In addition, our subsidiaries in Ecuador face other processes before the local regulatory authorities.

In February 2015, a new Telecommunications Law (Ley Orgánica de Telecomunicaciones) went into effect. It established new regulations for operators with significant market power and fines based on operators’ incomes, as well as additional fees to be paid by operators based on the number of users.

Peru

The main telecommunications regulatory authorities in Peru are the Supervising Agency of Private Investment in Telecommunications (Organismo Supervisor de Inversión Privada en Telecomunicaciones—TelecomunicacionesOSIPTEL) and the Ministry of Transportation and Communications (Ministerio de Transportes y Comunicaciones).

América Móvil Perú holds nationwide concessions to provide mobile,wireless, PCS, fixed-line, local carrier, domestic and international long-distance, Pay TV services (through DTH and HFC technologies), public telephony andvalue-added services (including internet access) covering all regions in Peru. The concessions were awarded between May 1999 and June 2008, operating 25 MHz on the 850 MHz band, 35 MHz on the 1900 MHz band, 50 MHz on the 3.5 GHz band, 10 MHz on the 450 MHz band and 56 MHz on the 10.5 GHz band. América Móvil Péru has also acquired from a third-party operator 10 MHz in the 1700-2100 frequency band and such acquisition is still pending government authorization.

Each of the concessions was awarded by the Ministry of Transportation and Communications, and covers a20-year period. The concessions contain coverage, reporting, service requirements and spectral efficiency goals. The Ministry of Transportation and Communications is authorized to cancel any of the concessions in case of specified breaches of its terms.

Mobile number portability was implemented in January 2010. During 2013,2014, transfer requests from other wireless operators to América Móvil Perú represented 52.5%27.4% of total portability requests.

Fixed number portability was implemented in July 2014. During 2014, transfer requests from other fixed operators to América Móvil Perú represented 47.7% of total portability requests.

On March 2015, a new resolution on mobile termination rates was issued, establishing two different rates, one for América Móvil Perú and Telefónica del Perú, and a different one for Entel and Viettel.

Europe

The telecommunications regulatory framework in the EU is comprised of a package of directives and regulations which apply to all EU member countries and cover fixed and wireless services, internet, broadcasting and transmission services. Austria, Bulgaria, Croatia and Slovenia are EU member countries. Macedonia and Serbia, candidates for accession to the EU, are expected to gradually harmonize their regulatory frameworks with the EU framework.

Regulation (EU) No 531/2012 of the European Parliament and of the Council, effective as of July 2012, regulates wholesale and retail access to roaming services within the EU, with the objective of, among other things, enhancing competition and lowering roaming charges. The regulation establishes price caps on certain retail and wholesale charges, and it mandates the separate sale of retail roaming services from domestic wireless communication services, enabling users to access bundled voice, SMS and data roaming services from alternative providers without paying a tariff for switching providers.

Austria

The Telecommunications Act of 2003 (Telekommunikationsgesetz 2003) established the legal framework for the regulation of retail and wholesale communications networks and services in Austria. The Telecom-Control Commission (Telecom-Control Commission or “TKK”) and the Austrian Communications Authority (KommAustria) are responsible for overseeing and regulating the telecommunications and broadcasting media sectors, respectively. In addition, the Austrian Regulatory Authority for Broadcasting and Telecommunications (Rundfunk und Telekom Regulierungs-GmbH) provides operational support to these authorities.

The TKK is required to carry out market analyses of the telecommunications sector and determine whether one or more companies have significant market power. A1 is considered to hold a dominant market position in several retail and wholesale markets, and it is therefore subject to additional measures, including extensive regulations of network access and price and the obligation to publish reference offers for access to certain networks and infrastructure.

The right to provide wireless services to the public in Austria requires a license for the use of spectrum. These spectrum licenses have a limited term. A1 holds licenses, allocated by the TKK by auction, to operate in the 800 MHz band (expiring in December 2029), 900 MHz band (expiring in December 2034), 1800 MHz band (expiring in December 2034), 2100 MHz band (expiring in December 2020) and the 2600 MHz band (expiring in December 2026).

Bulgaria—The Communications Regulation CommissionLOGO regulates and oversees the telecommunications sector in Bulgaria. Mobiltel has licenses to operate in the 900, 1,800 and 2,100 MHz bands and, in April 2014, renewed its licenses to operate in the 900 and 1,800 MHz frequency bands until June 2024 for a total cost of €30.6 million. Mobiltel must also pay an annual spectrum fee of €2.2 million.

Croatia—The Croatian Post and Electronic Communications Agency (Hrvatska Agencija Za Poštu I Elektroničke Komunikacije or “HAKOM) regulates and oversees the telecommunications sector in Croatia. Spectrum usage fees increased in 2014, and there are ongoing investigations within the European Commission to determine whether such fee increases comply with EU law. HAKOM is closely monitoring the recent retail and wholesale price increases implemented by all three mobile operators in Croatia in response to the higher spectrum usage fees. Vipnet has licenses to operate in the 800, 900, 1,800 and 2,100 MHz frequency bands.

Belarus—The Ministry of Communications and Information regulates and oversees the telecommunications sector in Belarus. The National Traffic Exchange CenterLOGO , enables interaction between telecommunication networks, organizes payments for connecting telecommunications networks to the networks of foreign countries, and other related

functions. velcom currently holds licenses to operate in the 900, 1,800 and 2,100 MHz frequency bands and under the existing framework, such licenses are automatically prolonged without additional cost.

Slovenia—The Agency for Communication Networks and Services (Agencija za Komunikacijska Omrežja in Storitve) regulates and oversees the telecommunications sector in Slovenia. In April 2014, Si.mobil acquired nearly half of all available Slovenian frequency spectrum in an auction at a cost of €63.9 million. As a result, Si.mobil holds 15-year licenses to operate in the 800, 900, 1,800, 2,100 and 2,600 MHz frequency bands.

Serbia— The Regulatory Agency for Electronic Communications and Postal ServicesLOGOLOGO regulates and oversees the telecommunications sector in Serbia. Vip mobile has acquired spectrum in the 900, 1,800 and 2,100 MHz frequency bands, but its access to spectrum is limited by comparison to its two primary competitors.

Macedonia—The Agency for Electronic CommunicationsLOGO and oversees the telecommunications sector in Macedonia, which is governed by the Electronic Communications Law. Vip operator has licenses to operate in the 800, 900 and 1,800 MHz frequency bands.

Other Jurisdictions

Costa Rica—Claro Costa Rica’s business is subject to comprehensive regulation and oversight by the Superintendency of Telecommunications (Superintendencia de Telecomunicaciones, or “SUTEL”) and by the Ministry of Science, Technology and Telecommunications (Ministerio de Ciencia, Tecnología y Telecomunicaciones). Claro holds a concession in the 1800 MHz and 2100 MHz bands to operate its cellular network. Claro Costa Rica obtained a license in October 2012 to operate Pay TV through DTH and started providing Pay TV services in December 2012.

El Salvador—CTE’s business is subject to comprehensive regulation and oversight by the Electricity and Telecommunications Superintendency (Superintendencia General de Electricidad y Telecomunicaciones, or “SIGET”). CTE holds a concession from the Salvadoran government to operate its nationwide fixed-line network and CTE Telecom Personal holds a permit for the use of 50 MHz in the 1900 MHz frequency band to operate its cellular network.

Guatemala—Telgua’s business is subject to comprehensive regulation and oversight by the Guatemalan Telecommunications Agency (Superintendencia de Telecomunicaciones) under the General Telecommunications Law (Ley General de Telecomunicaciones). Telgua holds a license from the Guatemalan government to operate its nationwide fixed-line network and numerous licenses to operate its cellular network in the 900 MHz and 1900 MHz frequencies nationwide. In April 2014, the Guatemalan Telecommunications Agency granted Telgua the renewal of its licenses to operate its cellular network for a period that expires in 2033.

Nicaragua—Enitel’s business is subject to comprehensive regulation and oversight by the Nicaraguan Telecommunications and Mailing Institute (Instituto Nicaragüense de Telecomunicaciones y Correos) under the General Telecommunications and Postal Services Law (Ley General de Telecomunicaciones y Servicios Postales). Enitel holds a concession in the 850 MHz and 1900 MHz bands to operate its cellular network for a twenty-year period and was granted the right to use spectrum in the 700 MHz and 1700/2100 MHz in order to provide 4G technology services. Enitel was also granted the right to use 50 MHz in the 3.5 GHz frequency band to provide data and internet services, which will expire in 2022.

Honduras—Sercom Honduras’ businesses are subject to comprehensive regulation and oversight by the Honduran National Telecommunications Commission (Comisión Nacional de Telecomunicaciones) under the Telecommunications Law (Ley Marco del Sector de Telecomunicaciones). Sercom Honduras holds a concession to operate its cellular network in the PCS 1900 MHz and LTE-4G 1700/2100 MHz frequencies nationwide.

Panama—Claro Panamá’s business is subject to comprehensive regulation and oversight by the National Authority of Public Services (Autoridad(Autoridad Nacional de los Servicios Públicos)blicos). Claro Panamá has a license for the provision of mobilewireless voice, data and video services in Panama. The license grants the right to use 30 MHz in the 1900 MHz frequency band for a 20-year period. Claro Panamá also holds Pay TV, international long-distance fixed-line voice and added value-added services licenses. Claro Panama has been granted additional spectrum in the 1900 MHz band, for which final licensing is still in process.

United States—TracFone is subject to the jurisdiction of the FCC and to certain U.S. telecommunications laws and regulations. TracFone is not required to hold wireless licenses to carry out its business.

Dominican Republic—The Dominican Institute of Telecommunications (Instituto Dominicano de las Telecomunicaciones, or “Indotel”) is responsible for supervising the telecommunications industry in the Dominican Republic. Codetel holds concessions to provide telecommunication services in the Dominican Republic. The concessions do not contain coverage, reporting or service requirements and grant the right to use 25 MHz in the 800 MHz frequency band, 30 MHz in the 1900 MHz frequency band, and 30 MHz in the 3.5 GHz frequency band and 40MHz in the 1700/2100 (AWS) frequency band until 2030. Indotel is authorized to cancel the concessions in the event of specified breaches of their terms.

Puerto Rico—The FCC and the Telecommunications Regulatory Board of Puerto Rico (“TRBPR”) oversee and regulate the telecommunications industry in Puerto Rico. Our Puerto Rican subsidiaries hold concessions to provide telecommunication services, including local exchange, long-distance, broadband internet access, VoIP, DTH, IPTV technologies, long-distance interstate and international services, roaming services, Pay TV services and mobilewireless voice and data services that contain coverage, reporting and service requirements. The FCC and the TRBPR have the authority to cancel the concessions within their competent jurisdiction in the event of specified breaches of their terms.

 

Item 4A.Unresolved Staff Comments

None.

None

Item 5.Item 5.Operating and Financial Review and Prospects

Introduction

Segments

We have operations in 1825 countries, which are grouped for financial reporting purposes in nineten segments. Our operations in Mexico are presented in two segments—Mexico Wireless, which comprises principally Telcel, and Mexico Fixed, which consists of Telmex and its subsidiaries providing fixed-line services. Our headquarters’ operations are allocated to the Mexico Wireless segment. Segment information is presented in Note 21 to our audited consolidated financial statements.

Factors that drive financial performance differ for our different geographical segments, depending on subscriber acquisition costs, the competitive situation, the regulatory environment, economic factors, interconnection rates and many other factors. Accordingly, our results of operations in each period reflect a combination of different effects on the different segments.

Constant Currency Presentation

Our financial statements are presented in Mexican pesos, but our operations outside Mexico account for a significant portion of our revenues. Currency variations between the Mexican peso and the currencies of ournon-Mexican subsidiaries, especially the Brazilian real, affect our results of operations as reported in Mexican pesos. In the following discussion regarding our operating revenues, we include a discussion of the change in the different components of our revenues between periods at constant exchange rates, i.e., using the same exchange rate to translate the local-currency results of our non-Mexican operations for both periods. We believe that this additional information helps investors better understand the performance of our non-Mexican operations and their contribution to our consolidated results.

Effects of Exchange Rates

Our results of operations are affected by changes in currency exchange rates. As discussed above, currency variations between the Mexican peso and the currencies of our non-Mexican subsidiaries, especially the Brazilian real, affect our results of operations as reported in Mexican pesos. In 2013,2014, the Mexican peso was generally stronger against our other operating currencies than in 2012,2013, which tended to reduce the reported amounts attributable to our non-Mexican operations.

We also recognize exchange gain and loss attributable to changes in the value of our operating currencies, particularly the Mexican peso and Brazilian real, against the currencies in which our indebtedness and accounts payable are denominated—especially the U.S. dollar. Appreciation of our operating currencies generally results in foreign exchange gains, while depreciation of these currencies generally results in foreign exchange losses. Changes in exchange rates also affect the fair value of derivative financial instruments that we use to manage ourcurrency-risk exposures, which are generally not accounted for as hedging. In 2014, the Mexican peso and the Brazilian real weakened against the currencies of our indebtedness, and we recorded net foreign exchange losses of Ps.28.6 billion and net fair value gains on derivatives of Ps.10.0 million. In 2013, the Mexican peso and especially the Brazilian real weakened against the currencies of our indebtedness, and we recorded net foreign exchange losses of Ps.19.6 billion and net fair value gains on derivatives of Ps.5.9 billion. In 2012, we recorded net foreign exchange gains of Ps.7.4 billion and net fair value losses on derivatives of Ps.5.3 billion. See Note 117 to our audited consolidated financial statements.

Effects of Regulation

We operate in a regulated industry. Our results of operations and financial condition have been, and will continue to be, affected by regulatory actions and changes. In recent periods, for example, regulators have imposed or sought to impose decreases in, or the elimination of, interconnection rates, and we expect further decreases in Mexico, Brazil, Chile, Peru, Ecuador and Colombia. Lower interconnection revenues have often been offset by increased traffic resulting from lower effective prices to customers and the adoption of new data services, but this may change. Significant regulatory developments are presented in more detail in “Recent Developments” and “Regulation” under Item 4, and “Risk Factors” under Item 3.

Composition of Operating Revenues

During 2013,2014, our total operating revenues consisted of: mobilewireless voice revenues (33.7%(30.1% of total operating revenue), fixed voice revenues (14.2%(13.5% of total operating revenue), mobilewireless data revenues (20.3%(23.0% of total operating revenue), fixed data revenues (10.8%(11.5% of total operating revenue), Pay TV revenues (7.7%(8.1% of total operating revenue), equipment, accessories and computer sales revenues (11.3% of total operating revenue) and other services (13.2%(2.5% of total operating revenue). Other services include revenues from selling handsets and other equipment, as well as other miscellaneous revenue.

Revenues from wireless and fixed voice services primarily include monthly subscription charges, airtime charges, charges for local and long-distance calls, and interconnection charges billed to other service providers for calls completed on our network. Revenues from monthly subscription charges are driven mainly by the number of subscribers and the pricing of subscription packages. The primary driver of usage charges (airtime and interconnection charges) is traffic, which, in turn, is driven by the number of customers and by their average usage. Postpaid wireless customers generally have an allotment of airtime each month for which they are not required to pay usage charges.

Revenues from wireless and fixed data services primarily include revenues from value-added services, corporate networks, data services and internet access service. Revenues from corporate networks mainly consist of revenues from installing and leasing dedicated private lines, revenues from VPN services and revenues from the sale of value-added services to these customers.

Pay TV revenue consists primarily of subscription charges, charges for additional programming and advertising revenue.

Other services includeEquipment, accessories and computer sales revenues primarily include revenues from sellingthe sale of handsets, accessories and other equipment and revenues from other businesses, such as yellow pages, call-center services and publishing.equipment. Most of our new subscribers purchase a handset, and although we also sell new handsets to existing customers, changes in sales revenues are driven primarily by the number of new customers. The pricing of handsets is not geared primarily towards making a profit from handset sales because it also takes into account the service revenues that are expected to result when the handset is used.

Other services include sales revenues from other businesses, such as yellow pages, call center services, wireless security services and publishing.

Revenues are recognized at the time services are provided. Billed revenues for service not yet rendered are recognized as deferred revenues. Revenues from sales of prepaid services are deferred and recognized as airtime is used or when it expires, and they are included under mobilewireless voice services.

Seasonality of our Business

Our business is subject to a certain degree of seasonality, characterized by a higher number of new customers during the fourth quarter of each year. We believe this seasonality is mainly driven by the Christmas shopping season. Revenue also tends to decrease during the months of August and September, when family expenses shift towards school supplies and child care.

Mexican Tax ReformEffect of Consolidating Telekom Austria

In 2013, Mexico adopted a major packageAs of tax reform measures that changedDecember 31, 2014, we owned 59.7% of the tax regime applicable to us and our Mexican subsidiaries beginning Januarytotal equity of Telekom Austria. We began consolidating Telekom Austria from July 1, 2014. Prior to July 1, 2014, we accounted for Telekom Austria using the equity method. The changes applicable to us are extensive, and in some respects they may require us to pay more taxes than under prior law. The most significant impact is related to certain payments madeconsolidation of Telekom Austria affects the comparability of our results for 2014 to our employees that will no longer be deductibleresults for tax purposes, and will result in additional taxes that we estimate at approximately Ps.1.3 billion pesos for 2014. Although we are still evaluating the effects of the reforms, we do not currently expect the overall impact of the tax reform on our financial performance to be material.2013.

Use of Certain Operating Measures

In analyzing our financial performance, we use certain operating measures that are not included in our financial statements. These measures may not be comparable with similarly titled measures and disclosures by other companies. The principal such measures are:

ARPU—average revenues per user. This measure analyzes revenues from wireless data and voice services. We calculate ARPU for a given period by dividing service revenues for such period on a local-currency basis by the simple average number of wireless subscribers for such period. The result is then presented in Mexican pesos, and comparability from one year to the next is therefore affected by changes in exchange rates. The figure includes both prepaidpostpaid and postpaidprepaid customers.

MOUs—average minutes of use per user. This measure analyzes usage of wireless services. We calculate MOUs by dividing total wireless traffic in a given period by the simple average number of wireless subscribers for such period.

Churn—This measure analyzes the rate at which customers disconnect from our services (wireless, fixed or Pay TV). We calculate churn rate as the total number of customer disconnections for a period divided by total subscribersRGUs at the beginning of such period. For wireless customers, postpaid subscribers are considered disconnected at the expiration of their contracts or earlier if they voluntarily discontinue service or following a specified period after they become delinquent, and prepaid customers are considered disconnected following a specified period after they cease using our service, so long as they have not activated a calling card or received traffic.

Market share—We calculate our subscriber market share by dividing our own subscriber figures into the total market subscriber figures periodically reported by the regulatory authorities in the markets in which we operate. We understand that these regulatory authorities compile total market subscriber figures based on subscriber figures provided to them by market participants, and we do not independently verify these figures.

General Trends Affecting Operating Results

Our results of operations in 20132014 reflected several continuing long-term trends including:

 

intense competition, with growing marketing and subscriber acquisition costs and generally declining customer prices;

changes in the telecommunications regulatory environment;

 

growing demand for data services over both fixed and wireless networks;networks and for smartphones and devices with data service capabilities;

 

declining demand for fixed voice services;

 

declining interconnection rates; and

 

growing operating costs reflecting, among other things, higher cost of content for Pay TV and data services, costs of providing customer care, andas well as costs of operating ever larger and more complex networks.

These trends are broadly characteristic of our businesses in all regions in recent years, and they have affected comparable telecommunications providers as well. In addition, our Pay TV businesses have also continued to grow in all the regions where we provide Pay TV services.

Several other significant factors affected 2013 performance. In2014 performance; in particular, our revenues from wireless voice services were adversely affected by weak economic conditionsthe implementation in Mexico.Mexico of new regulatory measures that became effective in 2014. In addition, the contribution of our Brazilian businesses to our operating results was adversely affected by the depreciation of the Brazilian currency against the Mexican peso. Exchange-rate movements also affected our reported financing costs, as they do every year.

Consolidated Results of Operations for 2014 and 2013

Operating Revenues

Total operating revenues for 2014 increased by 7.9%, or Ps.62.2 billion, over 2013. At constant exchange rates, total operating revenues for 2014 increased by 10.9% over 2013, or 6.1% excluding the effects of consolidating Telekom Austria. This increase principally reflects increases in revenues from our wireless data, fixed data and Pay TV operations, partially offset by a decrease in revenues from our wireless and fixed voice operations.

Wireless Voice—Wireless voice revenues for 2014 decreased by 3.6%, or Ps.9.4 billion, over 2013. At constant exchange rates, wireless voice revenues for 2014 decreased by 0.7% over 2013, or 3.5% excluding the effects of consolidating Telekom Austria. This decrease principally reflects reductions in the effective price per minute for calls, the elimination in Mexico of interconnection rates and national roaming charges and the reduction of interconnection rates in other jurisdictions where we operate, principally Colombia.

Fixed Voice—Fixed voice revenues for 2014 increased by 2.6%, or Ps.2.9 billion, from 2013. At constant exchange rates, fixed voice revenues for 2014 increased by 4.2% from 2013, or decreased by 2.6% excluding the effects of consolidating Telekom Austria. This decrease principally reflects reduced traffic, principally long-distance, in part explained by increased penetration of wireless technology, and new regulatory measures affecting companies operating in the telecommunications sector, such as in Colombia and Mexico.

Wireless Data—Wireless data revenues for 2014 increased by 22.1%, or Ps.35.3 billion, over 2013. At constant exchange rates, wireless data revenues for 2014 increased by 25.2% over 2013, or 17.5% excluding the effects of consolidating Telekom Austria. This increase principally reflects increased use of services such as media and content downloading, web browsing, content streaming and machine-to-machine services, driven in part by increased use of social networking websites and content downloading on handsets, tablets and notebooks.

Fixed Data—Fixed data revenues for 2014 increased by 14.7%, or Ps.12.5 billion, over 2013. At constant exchange rates, fixed data revenues for 2014 increased by 17.9% over 2013, or 12.6% excluding the effects of consolidating Telekom Austria. This increase principally reflects residential broadband services growth, fueled by higher quality services with greater coverage, and the growth of corporate data services such as cloud, dedicated lines, leasing and data center services.

Pay TV—Pay TV revenues for 2014 increased 12.4%, or Ps.7.5 billion, over 2013. At constant exchange rates, pay TV revenues for 2014 increased by 17.4% over 2013, or 16.9% excluding the effects of consolidating Telekom Austria. This increase reflects RGU growth and increased revenues driven by new plans and channel packages that integrate multiple services, particularly in Brazil, Colombia, Peru and Ecuador.

Equipment, Accessories and Computer Sales—Revenues from equipment, accessories and computer sales for 2014 increased by 13.1%, or Ps.11.1 billion, over 2013. At constant exchange rates, revenues from equipment, accessories and computer sales for 2014 increased by 18.1% over 2013, or 13.9% excluding the effects of consolidating Telekom Austria. This increase reflects an increase in sales of higher-end smart phones, feature phones and other data-enabled devices, as well as new commercial plans and promotions among postpaid and prepaid subscribers, which contributed to an increase in handset, tablet and electronics sales.

Other Services—Revenues from other services for 2014 increased by 11.8%, or Ps.2.3 billion, over 2013. At constant exchange rates, revenues from other services for 2014 increased by 25.4% over 2013, or decreased by 7.6% excluding the effects of consolidating Telekom Austria. This decrease reflects a fall in revenues from other services such as wireless security services, yellow pages and call center services.

Operating Costs and Expenses

Cost of sales and services—Cost of sales and services for 2014 increased by 7.8%, or Ps.27.8 billion, over 2013, representing 45.5% of operating revenues compared to 45.6% of operating revenues for 2013. At constant exchange rates, cost of sales and services for 2014 increased by 10.4% over 2013, or 6.4% excluding the effects of consolidating Telekom Austria.

Cost of sales was Ps.129.6 billion for 2014, an increase of 6.3% from Ps.122.0 billion in 2013. Excluding the effects of consolidating Telekom Austria, cost of sales was Ps.125.1 billion for 2014 and Ps.122.0 billion for 2013. This increase primarily reflects the purchase of increasing quantities of smartphones for sale to customers in all countries in which we operate, and an increase in subsidies we provide in order to acquire and retain subscribers and to incentivize prepaid subscribers to switch to postpaid plans.

Cost of services was Ps.256.5 billion for 2014, an increase of 8.5% from Ps.236.3 billion in 2013. Excluding the effects of consolidating Telekom Austria, cost of services was Ps.246.9 billion for 2014 and Ps.236.3 billion for 2013. This increase primarily reflects an increase in costs related to the growth of our Pay TV business, increased costs to support the growth of our wireless data business, higher royalty payments, an increase in real estate, leasing, electricity, network maintenance and labor costs and an increase in annual concession fees.

Commercial, administrative and general expenses—Commercial, administrative and general expenses for 2014 increased by 11.1%, or Ps.18.5 billion, over 2013. As a percentage of operating revenues, commercial, administrative and general expenses for 2014 and 2013 were 21.9% and 21.3%, respectively. At constant exchange rates, commercial, administrative and general expenses for 2014 increased by 14.9% over 2013, or 7.1% excluding the effects of consolidating Telekom Austria. This primarily reflects increased expenses related to higher customer-service costs, including increases in the number of customer service centers and employees, in order to provide better customer care and quality of service.

Telcel and Telmex, like other Mexican companies, are required by law to pay their employees, in addition to their agreed compensation and benefits, profit sharing in an aggregate amount equal to 10.0% of each entity’s taxable income. Our subsidiaries in Ecuador and Peru are also required to pay employee profit sharing at a rate of 15.0% and 10.0%, respectively, of taxable income. We account for these amounts under commercial, administrative and general expenses.

Other expenses—Other expenses for 2014 increased by 2.0%, or Ps.0.01 billion, over 2013 principally as a result of the consolidation of Telekom Austria.

Depreciation and amortization—Depreciation and amortization for 2014 increased by 13.3%, or Ps.13.5 billion, over 2013 principally as a result of the consolidation of Telekom Austria and capital expenditures made in recent years. As a percentage of operating revenues, depreciation and amortization for 2014 increased slightly to 13.6% compared to 12.9% for 2013. At constant exchange rates, depreciation and amortization for 2014 increased by 12.0% excluding the effects of consolidating Telekom Austria.

Operating Income

Operating income for 2014 increased by 1.5%, or Ps.2.3 billion, from 2013. Operating margin (operating income as a percentage of operating revenues) for 2014 was 18.5% compared to 19.6% for 2013. Excluding the effects of consolidating Telekom Austria, operating income for 2014 increased by 0.2%, due principally to increased use of fixed and wireless data services partially offset by higher costs for subscriber acquisition, network maintenance and customer service, as well as the growth of lower-margin businesses such as Pay TV and TracFone, and greater depreciation and amortization charges.

Non-Operating Items

Net Interest Expense—Net interest expense (interest expense less interest income) for 2014 increased by Ps.3.4 billion, or 16.4%, over 2013, or 7.1% excluding the effects of consolidating Telekom Austria, attributable to a small increase in our net debt and appreciation of some of the currencies in which our indebtedness is denominated, particularly the U.S. dollar.

Foreign Currency Exchange Loss, Net—We recorded a net exchange loss of Ps.28.6 billion for 2014, compared to a net exchange loss of Ps.19.6 billion for 2013. Excluding the effects of consolidating Telekom Austria, net exchange losses increased by 45.6% from 2013, primarily attributable to the appreciation of some of the currencies in which our indebtedness is denominated, particularly the U.S. dollar.

Valuation of Derivatives, Interest Cost from Labor Obligations and Other Financial Items, Net—The net change in valuation of derivatives and other financial items represented a loss of Ps.10.2 billion for 2014, compared to a loss of Ps.8.3 billion for 2013. This item reflects the loss recorded on our sale of KPN shares, which was partially offset by value gains on the derivative instruments we use to hedge against exchange rate risk in our indebtedness.

Equity interest in net income of associated companies—Our share of the net loss of associated companies accounted for under the equity method was Ps.6.1 billion in 2014 and Ps.0.04 billion in 2013. Our results from equity method investees for 2014 primarily reflect our interest in KPN, which we acquired in 2012 and our equity interest in Telekom Austria for the first six months of 2014.

Income Tax—Our income tax expenses for 2014 increased by 30.6% over 2013. In Mexico, for tax purposes we recognize a taxable gain attributable to the effects of inflation on our financial liabilities. Our effective rate of provisions for corporate income tax as a percentage of profit before income tax was 45.5% for 2014, compared to 28.8% for 2013. Our effective tax rate differed from the Mexican statutory rate of 30.0% principally because of the higher level of taxable inflationary effects and non-deductible expenses, including impairments in connection with the consolidation of Telekom Austria and the reorganization of our Brazilian subsidiaries, the equity interest in net loss of associated companies as well as the loss associated with our sale of shares in KPN.

Net Income

We recorded net profit of Ps.47.5 billion for 2014, a decrease of 36.6%, or Ps.27.5 billion, from net profit of Ps.75.0 billion in 2013. Excluding the effects of consolidating Telekom Austria, net profit in 2014 decreased by 40.5% compared to 2013. This decrease reflects our foreign exchange losses, greater depreciation and amortization charges and a higher tax burden.

Consolidated Results of Operations for 2013 and 2012

Operating Revenues

Operating revenues increased by 1.4% in 2013. At constant exchange rates, total operating revenues for 2013 increased by 7.9% over 2012. The principal factors in the increase included increases in revenues from our Pay TV and mobilewireless and fixed data services, slightly offset by a decrease in revenues from our fixed-line voice operations.

MobileWireless VoiceMobileWireless voice revenues decreased by 7.7% in 2013. At constant exchange rates, mobilewireless voice revenues for 2013 decreased by 1.7% from 2012. The principal factor in the decrease was lower revenues from mobilewireless voice services, principally in Mexico, Brazil and Colombia.

Fixed Voice—Fixed voice revenues decreased by 9.7% in 2013. At constant exchange rates, total fixed voice revenues for 2013 decreased by 4.5% from 2012. The principal factors in the decrease were increased penetration of wireless technology, a decrease in long-distance traffic and lower interconnection rates, principally in Mexico, Brazil and Colombia.

MobileWireless DataMobileWireless data revenues increased by 17.0% in 2013. At constant exchange rates, mobilewireless data revenues for 2013 increased by 23.4% from 2012. The principal factors in the increase were increased use of services such as media and content downloading, web browsing and machine-to-machine services as well as content downloading on handsets, tablets and notebooks.

Fixed Data—Fixed data revenues increased by 1.7% in 2013. At constant exchange rates, fixed data revenues for 2013 increased by 8.8% over 2012. The principal factors in the increase were residential broadband services growth, including growth of corporate data services such as cloud, dedicated lines and leasing.

Pay TV—Pay TV revenues increased by 7.6% in 2013. At constant exchange rates, total Pay TV revenues for 2013 increased by 21.0%. The principal factors in the increase were increases in the use of our services as a result of the introduction of new plans and channel packages, particularly in Brazil, and subscriberRGU growth in our operations in Brazil, Colombia, Peru, the Dominican Republic and Ecuador.

Other Services—Revenues from other services increased by 18.5% in 2013. At constant exchange rates, revenues from other services for 2013 increased by 23.0% over 2012. The principal factor in the increase primarily reflectswas the sale of smartphones.

Operating Costs and Expenses

Cost of sales and services—Cost of sales and services increased by 5.0% in 2013, representing 45.6% of operating revenues in 2013, compared to 44.0% of operating revenues in 2012. At constant exchange rates, cost of sales and services increased by 11.9% over 2012.

Cost of sales was Ps.122.0 billion in 2013 and Ps.110.5 billion in 2012 and primarily reflects the cost of handsets, accessories and computers sold to customers. Costs of handsets, accessories and computers increased by 10.4% in 2013. This increase primarily reflects the purchase of increasing quantities of smartphones for sale to customers in all countries in which we operate, which increased the subsidies we provide in order to acquire and retain subscribers.

Cost of services was Ps.236.3 billion in 2013 and Ps.230.7 billion in 2012. Cost of services increased 2.5% in 2013. At constant exchange rates, cost of services for 2013 increased by 10.2% over 2012. This increase was principally due to growth of our network, including the deployment of 4G and LTE networks, and increased customers throughout our businesses, as well as higher concession fees.

Commercial, administrative and general—Commercial, administrative and general expenses increased by 1.0% in 2013, representing 21.3% of operating revenues in 2013 and 21.4% in 2012. At constant exchange rates, commercial, administrative and general expenses for 2013 increased by 8.1% over 2012. The increase in commercial, administrative and general expenses in 2013 principally reflects subscriber acquisition costs in the wireless and Pay TV businesses, including those related to advertising campaigns in Brazil, Mexico and Colombia; higher customer-service costs related to increases in the number of physical and telephone customer-service centers, to permit us to provide better customer care and quality of service and increased seasonal promotions; and telemarketing costs, such as temporary hiring of employees and production of marketing materials, which received less supplier support than in the prior year.

Telcel and Telmex, like other Mexican companies, are required by law to pay their employees, in addition to their agreed compensation and benefits, profit sharing in an aggregate amount equal to 10.0% of each entity’s taxable income. Our subsidiaries in Ecuador and Peru are also required to pay employee profit sharing at a rate of 15.0% and 10.0%, respectively, of taxable income. We account for these amounts under commercial, administrative and general expenses.

Depreciation and amortization—Depreciation and amortization decreased by 2.0% or Ps.2.0 billion in 2013. At constant exchange rates, depreciation and amortization for 2013 increased by 5.3% over 2012, principally as a result of capital expenditures made in recent years. As a percentage of revenues, depreciation and amortization decreased from 13.4% in 2012 to 12.9% in 2013.

Operating Income

Operating income decreased by 4.3% in 2013. Operating margin (operating income as a percentage of operating revenues) was 19.6% in 2013 and 20.8% in 2012. The decrease in our operating margin in 2013 is due principally to higher costs for subscriber acquisition, network maintenance and customer service, as well as to the growth of lower margin businesses such as Pay TV and TracFone.

Non-Operating Items

Interest income—Interest income increased by 8.1% in 2013. The total increase of Ps.0.5 billion in interest income is principally due to higher cash balances.

Interest expense—Interest expense increased by 21.8% in 2013. The total increase of Ps.5.4 billion in interest expense is principally due to a higher average level of indebtedness.

Foreign exchange gain (loss), net—Foreign exchange gain (loss), net represented a loss of Ps.19.6 billion in 2013, compared to a gain of Ps.7.4 billion in 2012. The net foreign exchange loss was primarily attributable to the appreciation of currencies in which our indebtedness is denominated, particularly the euro and the U.S. dollar, as well as the effect on intercompany debt of the depreciation of the Brazilian real against the peso.

Valuation of derivatives and other financial items, net—The net change in valuation of derivatives and other financial items represented a loss of Ps.5.2 billion in 2013, compared to a loss of Ps.12.5 billion in 2012. The loss is principally due to other financial expenses including commissions on financial services and interest cost of labor obligations. See Note 16(d)14(d) to our audited consolidated financial statements included in this annual report.

Equity interest in net income of associated companies—Our share of the net income of associated companies accounted for under the equity method was of Ps.0.04 billion in 2013 and Ps.0.8 billion in 2012. Our results from equity method investees for 2013 primarily reflect our interests in KPN and Telekom Austria, which were acquired in 2012 and 2013.

Income Tax—Our effective rates of provisions for corporate income tax as a percentage of pretax income were 28.8% in 2013 and 33.4% in 2012. Our effective tax rate differs from the Mexican statutory rate of 30%30.0%, and decreased in 2013, primarily because of losses from the sale and restructuring of financial assets. See note 20Note 13 to our audited consolidated financial statements.

Net Income

We had net income of Ps.75.0 billion in 2013 and Ps.91.6 billion in 2012. The decrease in net income in 2013 principally reflects higher financing costs as a result of foreign exchange losses.

Consolidated Results of Operations for 2012 and 2011

Investment in Net Serviços

As of December 31, 2013, we owned, directly and indirectly through our Brazilian subsidiaries, 92.2% of the total equity of Net Serviços, which provides Pay TV services in Brazil. We began consolidating Net Serviços from January 1, 2012, and, accordingly, the data presented in this annual report consolidate the results of Net Serviços as of and for the years ended December 31, 2012 and 2013. Prior to January 1, 2012, we accounted for Net Serviços using the equity method. The consolidation of Net Serviços affects the comparability of our results for 2012 to our results for 2011.

Operating Revenues

Operating revenues increased by 12.3% in 2012. At constant exchange rates and excluding the effects of the consolidation of Net Serviços, total operating revenues for 2012 increased by 6.3% over 2011. The principal factors in the increase included increases in revenues from our Pay TV, wireless voice, and wireless and fixed data services, slightly offset by a decrease in revenues from our fixed-line voice operations.

Mobile Voice—Mobile voice revenues increased by 1.8% in 2012. At constant exchange rates, mobile voice revenues for 2012 increased by 1.1% over 2011. The principal factors in the increase were an increase in traffic and the introduction of plans with more monthly airtime, partially offset by reductions in interconnection rates charged to other telecommunications providers and reductions in rates charged to customers, principally in Mexico and Brazil.

Fixed Voice—Fixed voice revenues decreased by 11.1% in 2012. At constant exchange rates and excluding the effects of the consolidation of Net Serviços, total fixed voice revenues for 2012 decreased by 8.1% over 2011. The principal factors in the decrease were a decrease in long-distance traffic and lower interconnection rates, principally in Mexico and Brazil.

Mobile Data—Mobile data revenues increased by 33.5% in 2012. At constant exchange rates, mobile data revenues for 2012 increased by 32.9% from 2011. The principal factors in the increase were increased use of services such as SMS messaging, web browsing and machine-to-machine services, as well as content downloading on handsets, tablets and notebooks.

Fixed Data—Fixed data revenues increased by 16.1% in 2012. At constant exchange rates and excluding the effects of the consolidation of Net Serviços, fixed data revenues for 2012 increased by 4.7% over 2011. The principal factors in the increase were residential subscriber and broadband services growth, including growth of corporate data services.

Pay TV—Pay TV revenues more than tripled in 2012 primarily because of the consolidation of Net Serviços. At constant exchange rates and excluding the effects of the consolidation of Net Serviços, total Pay TV revenues for 2012 increased by 37.2% over 2011, principally due to an increase in the use of our services as a result of the introduction of new plans, particularly in Brazil, and subscriber growth in our operations in Brazil, Colombia, Peru, the Dominican Republic and Ecuador.

Other Services—Revenues from other services increased by 12.8% in 2012. At constant exchange rates and excluding the effects of the consolidation of Net Serviços, revenues from other services for 2012 increased by 13.1% over 2011. The principal factor in the increase was the increase in the number of handsets, accessories and computers sold as a result of the acquisition of new customers.

Operating Costs and Expenses

Cost of sales and services—Cost of sales and services increased by 17.8% in 2012, representing 44.0% of operating revenues in 2012, compared to 42.0% of operating revenues in 2011. At constant exchange rates and excluding the effects resulting from the consolidation of Net Serviços, cost of sales and services increased by 11.5% over 2011.

Cost of sales was Ps.110.5 billion in 2012 and Ps.95.1 billion in 2011 and primarily represents the cost of handsets, accessories and computers sold to customers. Costs of handsets, accessories and computers increased by 16.2% in 2012. This increase primarily reflects the effect of new plans offered to customers that include more expensive equipment, such as smartphones, which requires larger subsidies.

Cost of services was Ps.231.0 billion in 2012 and Ps.195.0 billion in 2011. The 29.8% increase in 2012 was principally due to the consolidation of Net Serviços commencing in January 2012, increased content charges as a result of the growth in our Pay TV business, increased costs to support the growth in our mobile data business and higher royalty payments, as well as higher network maintenance and expansion, real estate leasing, electricity and labor costs. At constant exchange rates and excluding the effects of the consolidation of Net Serviços, cost of services for 2012 increased by 9.8% over 2011.

Commercial, administrative and general—Commercial, administrative and general expenses increased by 13.8% in 2012, representing 21.4% of operating revenues in 2012 and 21.1% in 2011. At constant exchange rates and excluding the effects resulting from the consolidation of Net Serviços, commercial, administrative and general expenses for 2012 increased by 5.6% over 2011. The increase in commercial, administrative and general expenses in 2012 principally reflects higher advertising and labor costs; subscriber acquisition costs in the wireless and Pay TV businesses, including those related to advertising campaigns in Brazil, Mexico and Colombia; higher customer-service costs related to increases in the number of physical and telephone customer-service centers to permit us to provide better customer care and quality of service and increased seasonal promotions; and telemarketing costs, such as temporary hiring of employees and production of marketing materials, which received less supplier support than in the prior year.

Telcel and Telmex, like other Mexican companies, are required by law to pay their employees, in addition to their agreed compensation and benefits, profit sharing in an aggregate amount equal to 10.0% of each entity’s taxable income. Our subsidiaries in Ecuador and Peru are also required to pay employee profit sharing at a rate of 15.0% and 10.0%, respectively, of taxable income. We account for these amounts under commercial, administrative and general expenses.

Depreciation and amortization—Depreciation and amortization increased by 10.2% or Ps.9.6 billion in 2012. At constant exchange rates and excluding the effects resulting from the consolidation of Net Serviços, depreciation and amortization for 2012 increased by 6.6% over 2011. As a percentage of revenues, depreciation and amortization decreased from 13.6% in 2011 to 13.4% in 2012.

Operating Income

Operating income increased by 2.2% in 2012, principally reflecting the consolidation of Net Serviços. Operating margin (operating income as a percentage of operating revenues) was 20.8% in 2012 and 22.8% in 2011. The decrease in our operating margin in 2012 is due principally to higher costs for subscriber acquisition, network maintenance and customer service, as well as to the growth of lower margin businesses such as Pay TV and TracFone.

Non-Operating Items

Interest income—Interest income decreased by 15.7% in 2012. The total decrease of Ps.1.1 billion in interest income is principally due to lower cash balances, as a result of the use of cash to purchase minority interests in subsidiaries and investments in associates.

Interest expense—Interest expense increased by 19.8% in 2012. The total increase of Ps.4.1 billion in interest expense is principally due to a higher average level of indebtedness.

Foreign exchange gain (loss), net—Foreign exchange gain (loss), net represented a gain of Ps.7.4 billion in 2012, compared to a loss of Ps.22.4 billion in 2011. The net foreign exchange gain was primarily attributable to the appreciation at year-end of approximately 7.0% of the Mexican peso against the U.S. dollar, which is the currency in which the majority of our indebtedness is denominated.

Valuation of derivatives and other financial items, net—The net change in valuation of derivatives and other financial items represented a loss of Ps.12.5 billion in 2012, compared to a gain of Ps.4.7 billion in 2011. The loss is principally due to the effects of exchange rate movements on derivative financial instruments we use to hedge our exchange rate exposure and, in particular, to the appreciation of the Mexican peso against the U.S. dollar in 2012.

Equity interest in net income of associated companies—Our share of the net income of associated companies accounted for under the equity method was of Ps.0.8 billion in 2012 and Ps.1.9 billion in 2011. Our results from equity method investees for 2012 primarily reflect our interests in KPN and Telekom Austria, which we acquired in 2012. Our results from equity method investees in 2011 primarily reflect our interest in Net Serviços, which became a consolidated subsidiary in 2012.

Income Tax—Our effective rates of provisions for corporate income tax as a percentage of pretax income were 33.4% in 2012 and 31.1% in 2011. Our effective tax rate differs from the Mexican statutory rate of 30.0%, principally because (a) in Mexico, for tax purposes we recognize a taxable gain attributable to the effects of inflation on our financial liabilities and (b) our operations outside Mexico are taxed separately in each jurisdiction, at varying rates. The increase in the effective tax rate in 2012 was due to a higher level of taxable inflationary effects and to a higher share of taxable income at certain non-Mexican subsidiaries. See note 20 to our consolidated financial statements.

Net Income

We had net income of Ps.91.6 billion in 2012 and Ps.88.2 billion in 2011. The increase in net income in 2012 principally reflects lower financing costs as a result of foreign exchange gains.

Segment Results of Operations

We discuss below the operating results of each operating segment. Note 21 to our audited consolidated financial statements describes how we translate the financial statements of our non-Mexican subsidiaries. Exchange rate changes between the Mexican peso and the currencies in which our subsidiaries do business affect our reported results in Mexican pesos and the comparability of reported results between periods.

The following table sets forth the exchange rates used to translate the results of our significant non-Mexican operations, as expressed in Mexican pesos per foreign currency unit, and the change from the rate used in the prior year for the periods indicated. The U.S. dollar is our functional currency in several countries in addition to the United States, including Ecuador and Puerto Rico.

 

  Mexican pesos per foreign currency unit
(average for the period)
   Mexican pesos per foreign currency unit
(average for the period)
 
  2011   % Change 2012   % Change 2013   2012   % Change 2013   % Change 2014 

Brazilian real

   7.4135     (8.8 6.7605     (12.2 5.9334     6.7605     (12.2 5.9334     (4.7 5.6574  

Colombian peso

   0.0067     8.3   0.0073     (6.7 0.0068     0.0073     (6.7 0.0068     (2.5 0.0067  

Argentine peso

   3.0055     (2.5 2.9305     (20.1 2.3410     2.9305     (20.1 2.3410     (29.9 1.6406  

U.S. dollar

   12.4210     6.0   13.1663     (3.0 12.7660     13.1663     (3.0 12.7660     4.2   13.2969  

Euro

   16.9276     0.2   16.9966     4.0   17.6507  

The tables below set forth operating revenues and operating income for each of our segments for the periods indicated.

 

  Year ended December 31, 2011   Year ended December 31, 2012 
  Operating revenues Operating income   Operating revenues Operating income (loss) 
  (in millions of
Mexican Pesos)
 (as a % of total
operating revenues)
 (in millions of
Mexican Pesos)
 (as a % of total
operating income)
   (in millions of
Mexican pesos)
   (as a % of total
operating revenues)
 (in millions of
Mexican pesos)
   (as a % of total
operating income (loss))
 

Mexico Wireless

  Ps.169,118   24.5 Ps.76,004   48.2  Ps.183,645     23.7 Ps.81,961     50.9

Mexico Fixed

   112,255   16.3   26,981   17.1     106,025     13.7   20,862     12.9  

Brazil

   177,697   25.8   9,064   5.8     209,787     27.1   12,686     7.9  

Colombia

   61,087   8.9   19,451   12.3     73,432     9.5   22,710     14.1  

Southern Cone

   54,839   7.9   8,608   5.5     62,018     8.0   8,071     5.0  

Andean Region

   35,394   5.1   11,201   7.1     42,495     5.5   13,177     8.2  

Central America

   19,565   2.8   (57 (0.0   23,047     3.0   (3,497   (2.2

United States

   47,554   6.9   817   0.5     63,144     8.1   1,828     1.1  

Caribbean

   27,072   3.9   5,375   3.4     27,441     3.5   2,883     1.8  

Eliminations

   (14,615 (2.1 162   0.1     (15,964   (2.1 469     0.3  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

   

 

 

Total

  Ps.689,966    100.0 Ps.157,606    100.0Ps.775,070   100.0Ps.161,150   100.0
  

 

  

 

  

 

  

 

   

 

   

 

  

 

   

 

 

 

  Year ended December 31, 2012   Year ended December 31, 2013 
  Operating revenues Operating income   Operating revenues Operating income (loss) 
  (in millions of
Mexican Pesos)
 (as a % of total
operating revenues)
 (in millions of
Mexican Pesos)
 (as a % of total
operating income)
   (in millions of
Mexican pesos)
   (as a % of total
operating revenues)
 (in millions of
Mexican pesos)
   (as a % of total
operating income (loss))
 

Mexico Wireless

  Ps.183,645   23.7 Ps.81,961   50.9  Ps.193,178     24.6 Ps.78,761     51.1

Mexico Fixed

   106,025   13.7   20,862   12.9     105,869     13.5   20,038     13.0  

Brazil

   209,787   27.1   12,686   7.9     199,887     25.4   11,101     7.2  

Colombia

   73,432   9.5   22,710   14.1     74,210     9.4   21,351     13.8  

Southern Cone

   62,018   8.0   8,071   5.0     61,521     7.8   6,174     4.0  

Andean Region

   42,495   5.5   13,177   8.2     45,113     5.7   11,910     7.7  

Central America

   23,047   3.0   (3,497 (2.2   24,219     3.1   (1,129   (0.7

United States

   63,144   8.1   1,828   1.1     77,167     9.8   939     0.6  

Caribbean

   27,441   3.5   2,883   1.8     25,509     3.2   4,478     2.9  

Eliminations

   (15,964 (2.1 469   0.3     (20,572   (2.5 635     0.4  
  

 

  

 

  

 

  

 

   

 

   

 

  

 

   

 

 

Total

  Ps.775,070    100.0 Ps.161,150    100.0Ps.786,101   100.0Ps.154,258   100.0
  

 

  

 

  

 

  

 

   

 

   

 

  

 

   

 

 

   Year ended December 31, 2014 
   Operating revenues  Operating income (loss) 
   (in millions of
Mexican pesos)
   (as a % of total
operating revenues)
  (in millions of
Mexican pesos)
   (as a % of total
operating income (loss))
 

Mexico Wireless

  Ps.195,710     23.1 Ps.73,462     46.9

Mexico Fixed

   107,518     12.7    22,284     14.5  

Brazil

   204,647     24.1    12,669     8.1  

Colombia

   75,992     9.0    17,669     11.3  

Southern Cone

   56,532     6.7    6,593     4.2  

Andean Region

   47,802     5.6    12,132     7.7  

   Year ended December 31, 2013 
   Operating revenues  Operating income 
   (in millions of
Mexican Pesos)
  (as a % of total
operating revenues)
  (in millions of
Mexican Pesos)
  (as a % of total
operating income)
 

Mexico Wireless

  Ps.193,178    24.6 Ps.78,761    51.1

Mexico Fixed

   105,869    13.5    20,038    13.0  

Brazil

   199,887    25.4    11,101    7.2  

Colombia

   74,210    9.4    21,351    13.8  

Southern Cone

   61,521    7.8    6,174    4.0  

Andean Region

   45,113    5.7    11,910    7.7  

Central America

   24,219    3.1    (1,129  (0.7

United States

   77,167    9.8    939    0.6  

Caribbean

   25,509    3.2    4,478    2.9  

Eliminations

   (20,572  (2.5  635    0.4  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  Ps.786,101    100.0 Ps.154,258    100.0
  

 

 

  

 

 

  

 

 

  

 

 

 
   Year ended December 31, 2014 
   Operating revenues  Operating income (loss) 
   (in millions of
Mexican pesos)
   (as a % of total
operating revenues)
  (in millions of
Mexican pesos)
   (as a % of total
operating income)
 

Central America

   27,023     3.2    (212   (0.1

United States

   91,097     10.7    1,520     1.0  

Caribbean

   25,842     3.0    4,923     3.1  

Europe

   37,392     4.4    5,229     3.3  

Eliminations

   (21,293   (2.5  285     0.2  
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

Ps.848,262   100.0Ps.156,554   100.0
  

 

 

   

 

 

  

 

 

   

 

 

 

Interperiod Segment Comparisons

The following discussion addresses the financial performance of each of our operating segments, first by comparing results for 20132014 and 2012,2013, and then by comparing results for 20122013 and 2011.2012. In the period-to-period comparisons for each segment, we include percentage changes in operating revenues, percentage changes in operating income and operating margin (operating income as a percentage of operating revenues), in each case calculated based on the segment financial information presented in Note 21 to our audited financial statements, which is prepared in accordance with IFRS. Each geographical segment includes all income, cost and expense eliminations that occurred between subsidiaries within the geographical segment. The Mexico Wireless segment also includes corporate income, costs and expenses.

Comparisons in the following discussion are calculated using figures in Mexican pesos. We also include percentage changes in adjusted segment operating revenues, percentage changes in adjusted segment operating income, and adjusted operating margin (adjusted operating income as a percentage of adjusted operating revenues). The adjustments eliminate (a) certain intersegment transactions, (b) for our non-Mexican segments, effects of exchange rate changes, and (c) for the Mexican Wireless segment only, revenues and costs of group corporate activities and other businesses that are allocated to the Mexico Wireless segment.

2014 Compared to 2013

Mexico Wireless

Segment operating revenues increased by 1.3% in 2014. Adjusted revenues increased 0.7% in 2014. This increase was primarily driven by an increase in value-added services revenues. Wireless voice revenues decreased by 9.6% in 2014, reflecting primarily to the elimination of domestic roaming charges and the elimination of interconnection charges. Wireless data revenues increased by 14.2% in 2014, principally due to increased customer usage of value-added services, including messaging, content downloading, mobile applications and e-commerce, and an increase in revenues from service plans offering higher data capacity.

In 2014, the number of prepaid wireless subscribers decreased by 4.1%, and the number of postpaid wireless subscribers increased by 6.0%, resulting in a decline in the total number of wireless subscribers in Mexico of 2.8% to approximately 71.5 million as of December 31, 2014, which represented a net decrease of 2.0 million wireless subscribers.

Average MOUs per subscriber decreased by 2.6% in 2014. ARPU decreased by 1.1% in 2014, principally as a result of the elimination of interconnection rates and domestic roaming charges. The wireless churn rate for our Mexican Wireless operations was 3.8% during 2013 and 4.3% in 2014.

Segment operating income decreased by 6.7% in 2014. Adjusted operating income increased by 0.6% in 2014. Segment operating margin (operating income as a percentage of operating revenues) was 37.5% in 2014 and 40.8% in 2013. Adjusted operating margin for this segment was 43.7% in 2014 and 43.7% in 2013. The decrease in operating margin in 2014 was due principally to the decline in revenues related to new regulatory measures and to costs related to network maintenance and expansion, increased capacity to absorb higher bandwidth usage and customer service.

Mexico Fixed

Segment operating revenues increased by 1.6% in 2014. This increase was principally due to an increase in fixed data revenues. Fixed voice revenues decreased by 4.5% in 2014, reflecting reductions in the overall number of fixed-lines, national and international long-distance rates and usage. Fixed data revenues increased by 9.5% over 2013, reflecting an increase in revenues from broadband and corporate network services, principally due to an increase in the fixed RGU base.

In 2014, the number of fixed RGUs in Mexico decreased by 3.4%, and the number of broadband RGUs in Mexico increased by 2.9%, resulting in a decrease in total fixed RGUs in Mexico of 0.9% to approximately 22.3 million as of December 31, 2014. In 2014, long-distance minutes increased by 6.4% and interconnection minutes increased by 2.4%, resulting in an increase in total minutes in Mexico of 4.2%. The fixed voice churn rate decreased slightly from 1.4% in 2013 to 1.1% in 2014. The broadband churn rate remained unchanged from 2013 at 1.2% in 2014.

Segment operating income increased by 11.2% in 2014. Adjusted segment operating income increased by 1.4%. Segment operating margin was 20.7% in 2014 and 18.9% in 2013. Adjusted operating margin for this segment was 19.1% in 2014 and 19.1% in 2013. The increase in segment operating margin for 2014 was principally due to greater cost efficiencies and lower personnel costs, despite increases in costs associated with customer service improvements and network maintenance.

Brazil

Segment operating revenues increased by 2.4% in 2014. Adjusted segment operating revenues increased by 7.2% in 2014 to increases in wireless, fixed data and Pay TV revenues. Wireless data revenues increased by 25.2% in 2014 and fixed data revenues increased by 14.4%, as a result of an increase in the subscriber base and increased data usage for media and content downloading and greater use of value-added services such as SMS messaging and web browsing. Pay TV revenues increased by 16.6% in 2014 as a result of a growing fixed RGU base and an increase in the purchase of additional services such as video-on-demand. Wireless and fixed voice revenues decreased by 10.9% and increased by 0.2%, respectively, in 2014. The principal factors in the decrease in revenues were the reduction of interconnection rates and reduced long distance and fixed-to-mobile charges. The increase in fixed voice revenues is primarily attributable to increased RGUs for fixed-line services offered by the NET Fone brand, partially offset by reduced revenues from local services and increased costs associated with promotions and bundled packages of services offered by NET Fone.

In 2014, the number of prepaid wireless subscribers increased by 2.0%, and the number of postpaid wireless subscribers increased by 9.3%, resulting in an increase in the total number of wireless subscribers in our Brazil segment of 3.5% to approximately 71.1 million as of December 31, 2014. In 2014, the number of fixed voice RGUs increased by 8.7%, the number of broadband RGUs increased by 13.6% and the number of Pay TV RGUs increased by 10.4%, resulting in an increase in total fixed RGUs in our Brazil segment of 10.4% to approximately 36.1 million as of December 31, 2014.

Average MOUs per subscriber decreased by 5.5% in 2014. The decrease in average MOUs during 2014 reflects the dilution effect of subscriber growth. ARPU decreased by 6.2% in 2014. At constant exchange rates, ARPU decreased by 1.7%, reflecting a decrease in monthly airtime and interconnection rates that was not offset by increased data usage.

Segment operating income increased by 14.1% in 2014. Adjusted segment operating income increased by 23.8%. Segment operating margin was 6.2% in 2014 and 5.6% in 2013. Adjusted segment operating margin was 4.9% in 2014 and 4.2% in 2013. Adjusted segment operating income and operating margin in 2014 were affected by subscriber acquisition costs, higher costs for customer service, call centers and energy, and advertising, higher rent and marketing costs associated with the integration of our various Brazilian brands.

Colombia

Segment operating revenues increased 2.4% in 2014. Adjusted operating revenues increased by 5.2%. Fixed and wireless data services increased by 13.3% and 5.8%, respectively, in 2014, primarily due to increased purchase

of bundled packages of services, higher demand for data plans and an increase in subscribers for internet services. Fixed voice revenues increased by 4.2% and wireless voice revenues decreased 4.9% in 2014. Pay TV revenues increased by 13.4% in 2014.

Average MOUs per subscriber decreased by 0.6% in 2014. ARPU decreased by 7.4% in 2014. At constant exchange rates, ARPU decreased by 5%, primarily reflecting a decrease in traffic, partially resulting from fundamental changes in our commercial conditions, linked to regulatory measures. Wireless data use did not increase sufficiently to offset these declines.

Segment operating income decreased by 17.2% in 2014. Adjusted segment operating income decreased by 12.6%. Segment operating margin was 23.3% in 2014 and 28.8% in 2013. Adjusted segment operating margin was 26.3% in 2014 and 31.7% in 2013. Segment operating margin in 2014 was affected by higher electricity, lease, maintenance and customer service costs and an obligation imposed by the Colombian government to provide free tablets and handsets to certain people inlow-income brackets as a condition for our acquisition of 4G spectrum.

Southern Cone—Argentina, Chile, Paraguay and Uruguay

Segment operating revenues decreased by 8.1% in 2014, reflecting a decrease of 4.3% in Argentina, Paraguay and Uruguay and a decrease of 15.2% in Chile. Adjusted segment operating revenues increased by 20.1%, reflecting an adjusted operating revenue increase of 36.5% in Argentina, Paraguay and Uruguay and a decrease of 6.2% in Chile. The decrease in operating revenues was driven primarily by lower interconnection tariffs due to regulatory measures in Chile, partially offset by increased revenues in Chile and Argentina from higher data usage, such as data purchased in bundled service packages. For this segment, we analyze results in Argentina, Paraguay and Uruguay in terms of the Argentine peso because Argentina accounts for the major portion of the operations in these three countries.

Average MOUs per subscriber decreased by 8.9% in 2014, primarily due to the phasing out of promotional packages from earlier periods for both postpaid and prepaid services. ARPU decreased by 14.8% in Argentina, Paraguay and Uruguay, and decreased by 14.9% in Chile. At constant exchange rates, ARPU increased by 18.5% in Argentina, Paraguay and Uruguay, primarily driven by inflationary pressures, and decreased by 5.8% in Chile, where it was negatively affected by a decrease in revenues from voice services.

Segment operating income increased by 6.8% in 2014, reflecting a decrease in operating income of 0.8% in Argentina, Paraguay and Uruguay and a decrease in operating loss of 15.2% in Chile. Adjusted segment operating income increased by 68.5%, reflecting an increase in adjusted operating income of 42.5% in Argentina, Paraguay and Uruguay and an increase in adjusted operating loss of 6.4% in Chile. Segment operating margin was 11.7% in 2014, reflecting an operating margin of 27.4% in Argentina, Paraguay and Uruguay and (19.3)% in Chile. In 2014, adjusted operating margin was 15.9%, reflecting an adjusted operating margin of 28.1% in Argentina, Paraguay and Uruguay and 19.3% in Chile. In 2013, adjusted operating margin was 13.1%, reflecting an adjusted operating margin of 26.2% in Argentina, Paraguay and Uruguay, and (19.3)% in Chile. Results of operations in all countries in the segment in 2014 reflected cost efficiencies related to maintenance, leases, spare parts and customer services, which grew at a lower rate than operating income, as well as a decrease in spectrum costs in Chile.

Andean Region—Ecuador and Peru

Segment operating revenues increased by 6.0% in 2014, reflecting operating revenue increases of 4.5% in Ecuador and 7.4% in Peru. Adjusted segment operating revenues increased by 4.4%, reflecting increases of 0.3% in Ecuador and 8.4% in Peru. This increase in operating revenues reflected, in both Ecuador and Peru, higher wireless data and postpaid plan usage, as well as higher revenues from fixed data and corporate network services, slightly offset by a decrease in revenues from our mobile and fixed voice operations.

Average MOUs per subscriber increased by 4.6% in 2014, principally reflecting increased overall traffic. ARPU increased by 4.0% in Ecuador and increased by 3.8% in Peru. At constant exchange rates, ARPU in Ecuador remained practically unchanged, with a slight decrease of 0.1%, while ARPU in Peru increased 4.7%, principally due to greater usage of data services.

Segment operating income increased by 1.9% in 2014, reflecting operating income increases of 7.6% in Ecuador and decreases of 3.8% in Peru. Adjusted segment operating income increased by 0.8%, reflecting an increase of 3.3% in Ecuador, driven by efficiencies gained in customer services, marketing, sales costs and subsidies, which was partially offset by a decrease of 2.8% in Peru, caused by higher postpaid subscriber acquisition costs driven by a more aggressively competitive environment. Segment operating margin was 25.4% in 2014, reflecting operating margins of 33.9% in Ecuador and 23.8% in Peru. In 2014, adjusted segment operating margin was 28.6%, reflecting adjusted operating margins of 34.0% in Ecuador and 23.8% in Peru.

Central America—Guatemala, El Salvador, Honduras, Nicaragua, Panama and Costa Rica

Segment operating revenues increased by 11.6% in 2014. Adjusted segment operating revenues increased by 7.1% in 2014. This increase was driven primarily by increased revenues from wireless voice and fixed and wireless data services in each country and, in Nicaragua, in Pay TV, partially offsetting declining fixed voice usage and prices per minute for calls in El Salvador and Guatemala. For this purpose, we analyze adjusted segment results in U.S. dollars because it is the functional currency in our operations in El Salvador and Panama and the currencies in Costa Rica, Guatemala, Honduras and Nicaragua are relatively stable against the U.S. dollar.

Average MOUs per subscriber increased by 11.7% in 2014, primarily due to a decrease in the average price per minute of voice services. ARPU increased by 15.6%. This increase was primarily attributable to greater usage of both voice and data services.

Segment operating margin was (0.8)% in 2014 and (4.7)% in 2013. Adjusted segment operating margin was (0.6)% in 2014 and (4.5)% in 2013. This increase in adjusted segment operating margin reflected the increase in operating income, offsetting the growth in costs related to maintenance, customer service and new acquisitions associated with increasing our network capacity, quality and coverage in each country.

United States

Segment operating revenues increased by 18.1% in 2014. Adjusted segment operating revenues increased by 13.4% in 2014. This increase reflected higher wireless voice and data usage and revenues driven by the success of new and existing plans, principally those offered by Straight Talk, which often include unlimited data plans. Wireless data services increased by 19.6% during 2014 and now represent 43.9% of service revenues. In 2014, the number of wireless subscribers, all of which are prepaid subscribers, increased by 9.9% to approximately 26.0 million as of December 31, 2014.

Average MOUs per subscriber increased by 2.3% in 2014. ARPU increased by 7.7% in 2014. At constant exchange rates, ARPU increased by 3.5%. The increase in average MOUs and in ARPU is primarily due to the rise in sales of “bucket plans,” some of which offer unlimited usage for a fixed monthly rate.

Segment operating income increased to Ps.1.5 billion in 2014 from an operating loss of Ps.1.0 billion during 2013. Adjusted segment operating income increased by 20.6% in 2014, reflecting the increase in our operating revenues, as well as important cost reductions for airtime, data and SMS messaging purchases.

Segment operating margin was 1.7% in 2014 and 1.2% in 2013. Adjusted segment operating margin was 8.9% in 2014 and 8.4% in 2013.

Caribbean—Dominican Republic and Puerto Rico

Segment operating revenues increased by 1.3% in 2014. Adjusted segment operating revenues decreased by 2.8%. We analyze segment results in U.S. dollars because it is the functional currency in our operations in Puerto Rico and the currency in the Dominican Republic is relatively stable against the U.S. dollar.

Average MOUs per subscriber decreased by 3.6% in 2014, primarily due to the dilution effect of new clients. ARPU increased by 4.9% in 2014. This decrease in ARPU was primarily attributable to declining prices and average voice usage, and a more competitive market for voice services.

Segment operating income increased by 9.9% in 2014. Adjusted segment operating income increased by 7.4% in 2014. Segment operating margin was 19.1% in 2014 and 17.6% in 2013. Adjusted segment operating margin was 19.0% in 2014 and 17.2% in 2013. The increase in segment operating income and operating margin for 2014 reflected a reduction in costs associated with accrued liabilities, principally our pension obligations in Puerto Rico, offsetting increased costs associated with human resources, network maintenance and subscriber acquisition.

Europe

We began consolidating Telekom Austria in July 2014. Prior to July 2014, we accounted for Telekom Austria using the equity method.

2013 Compared to 2012

Mexico Wireless

Segment operating revenues increased by 5.2% in 2013. Adjusted revenues increased 3.9% in 2013. This increase was primarily driven by an increase in value-added services revenues. Wireless voice revenues decreased by 8.4% in 2013, reflecting primarily larger discounts and promotions for prepaid customers and weaker economic conditions. Wireless data revenues increased by 12.5% in 2013, principally due to increased demand forvalue-added services.

In 2013, the number of prepaid wireless subscribers increased by 3.8%, and the number of postpaid wireless subscribers increased by 9.1%, resulting in an increase in the total number of wireless subscribers in Mexico of 4.5% to approximately 73.5 million as of December 31, 2013, which represented a net addition of 3.1 million wireless subscribers.

Average MOUs per subscriber increased by 3.0% in 2013. ARPU decreased by 5.1% in 2013. During 2013, we lowered the price of some of our services in Mexico through new commercial plans and promotions, which contributed to the increase in subscribers (primarily prepaid subscribers, who received double the airtime they

purchased under various promotional packages) and MOUs. Reductions in interconnection tariffs and a decline in long-distance traffic resulted in lower interconnection revenues in 2013. The wireless churn rate for our Mexican Wireless operations was 3.7% during 2012 and 3.8% in 2013.

Segment operating income decreased by 3.9% in 2013. Adjusted operating income decreased by 2.4% in 2013. Segment operating margin (operating income as a percentage of operating revenues) was 40.8% in 2013 and 44.6% in 2012. Adjusted operating margin for this segment was 43.7% in 2013 and 46.5% in 2012. The decrease in operating margin in 2013 was due principally to higher equipment costs (larger subsidies), as well as customer services, network maintenance and value-added services costs (including payments to content providers).

Mexico Fixed

Segment operating revenues decreased by 0.1% in 2013. This decrease was principally due to decreases in voice revenues, partially offset by an increase in fixed data revenues. Fixed voice revenues decreased by 7.0% in 2013, reflecting significant reductions in local and long-distance prices and subscribers.RGUs. Revenues from broadband and corporate network services increased by 3.7% in 2013, principally due to the phasing out of introductory promotional packages from earlier periods, and an increase in the broadband subscriberRGU base.

In 2013, the number of fixed voice RGUs in Mexico decreased by 4.8%, and the number of broadband RGUs in Mexico increased by 4.8%, resulting in a decrease in total fixed RGUs in Mexico of 1.2% to approximately 22.5 million as of December 31, 2013. In 2013, long-distance minutes increased by 5.2% and interconnection minutes increased by 7.4%, resulting in an increase in total minutes in Mexico of 6.4%. The fixed voice churn rate increased slightly from 1.1% in 2012 to 1.4% in 2013. The broadband churn rate decreased slightly from 1.4% in 2012 to 1.2% in 2013.

Segment operating income decreased by 3.9% in 2013. Adjusted segment operating income decreased by 8.6%. in 2013. Segment operating margin was 18.9% in 2013 and 19.7% in 2012. Adjusted operating margin for this segment was 19.1% in 2013 and 20.5% in 2012. The decrease in 2013 was due principally to higher broadband and fixed line

fixed-line maintenance and energy costs, which were necessary to increase capacity, increases in our pension obligations to former employees and increased personnel costs as a consequence of an employee salary increase during 2013.

Brazil

Segment operating revenues decreased by 4.7% in 2013. Adjusted segment operating revenues increased by 8.1% in 2013. Wireless data revenues increased 19.2% in 2013 and fixed data revenues increased 11.4%, as a result of greater use ofvalue-added services such as SMS messaging and web browsing. Pay TV revenues increased by 21.9% in 2013 as a result of subscriberRGU growth driven by new commercial packages offered by Embratel. Wireless and fixed voice revenues decreased by 4.8% and 3.2%, respectively, in 2013. Revenues decreased the most for wireless and fixed long-distance services, which primarily reflects promotions implemented during 2013.

In 2013, the number of prepaid wireless subscribers increased by 4.2%, and the number of postpaid wireless subscribers increased by 9.6%, resulting in an increase in the total number of wireless subscribers in our Brazil segment of 5.3% to approximately 68.7 million as of December 31, 2013. In 2013, the number of fixed voice RGUs increased by 8.8%, the number of broadband RGUs increased by 16.3% and the number of Pay TV RGUs increased by 17.9%, resulting in an increase in total fixed RGUs in our Brazil segment of 14.3% to approximately 32.7 million as of December 31, 2013.

Average MOUs per subscriber increased by 11.3% in 2013. The increase in average MOUs during 2013 reflects increased traffic, on net and from other providers, in our network, which was partly due to new commercial plans and promotional packages. ARPU decreased by 16.8% in 2013. This decrease during 2013 reflects a decrease in monthly airtime and interconnection rates that was not offset by increased data usage.

Segment operating income decreased by 12.5% in 2013. Segment operating margin was 5.6% in 2013 and 6.0% in 2012. Adjusted segment operating margin was 4.2% in 2013 and 5.1% in 2012. Adjusted segment operating income and operating margin in 2013 were affected by subscriber acquisition costs, higher costs for customer service, call centers and energy, and advertising, higher rent and marketing costs associated with the integration of our various Brazilian brands.

Colombia

Segment operating revenues increased 1.1% in 2013. Adjusted operating revenues increased by 8.3%. Fixed and wireless data services increased by 17.2% and 20.0%, respectively, in 2013, as a result of new promotional packages focused on SMS texting and web browsing. Fixed voice revenues increased by 18.9% and wireless voice revenues decreased 2.1% in 2013. Pay TV revenues increased by 9.4% in 2013.

Average MOUs per subscriber decreased by 4.3% in 2013. ARPU decreased by 0.7% in 2013. The decreases in average MOUs and ARPU in 2013 reflected primarily a decrease in traffic, partially resulting from fundamental changes in our commercial conditions, linked to regulatory measures. MobileWireless data use did not increase sufficiently to offset these declines.

Segment operating income decreased by 6.0% in 2013. Adjusted segment operating income increased by 4.6%. Segment operating margin was 28.8% in 2013 and 30.9% in 2012. Adjusted segment operating margin was 31.7% in 2013 and 32.9% in 2012. The decrease in segment operating margin in 2013 was principally due to higher subscriber acquisition costs, primarily as a result of handset subsidies offered to new customers.

Southern Cone—Argentina, Chile, Paraguay and Uruguay

Segment operating revenues decreased by 0.8% in 2013, reflecting a decrease of 2.6% in Argentina, Paraguay and Uruguay and an increase of 4.0% in Chile. Adjusted segment operating revenues increased by 15.9%, reflecting an adjusted operating revenue increase of 20.8% in Argentina, Paraguay and Uruguay and 9.2% in Chile. The decrease in segment operating revenue in Argentina, Paraguay and Uruguay is primarily related to the devaluation of the Argentine peso. The increase in segment operating revenue in Chile was driven primarily by higher usage of all services, principally data services. For this segment, we analyze adjusted results in Argentina, Paraguay and Uruguay in terms of the Argentine peso because Argentina accounts for the major portion of the operations in these three countries.

Average MOUs per subscriber decreased by 1.3% in 2013, primarily due to the phasing out of promotional packages from earlier periods for both prepaidpostpaid and postpaidprepaid services. ARPU decreased by 9.6% in Argentina, Paraguay and Uruguay and decreased by 3.6% in Chile. ARPU was negatively affected by changes in exchange rates, and at constant exchange rates would have been positive for Argentina, Paraguay and Uruguay.

Segment operating income decreased by 23.5% in 2013, reflecting a decrease in operating income of 10.3% in Argentina, Paraguay and Uruguay and an increase in operating loss of 29.2% in Chile. Adjusted segment operating income increased by 3.1%, reflecting an increase in adjusted operating income of 14.4% in Argentina, Paraguay and Uruguay and a decrease in adjusted operating loss of 36.0% in Chile. Segment operating margin was 10.0% in 2013, reflecting an operating margin of 26.4% in Argentina, Paraguay and Uruguay and (19.3)% in Chile. In 2013, adjusted operating margin was 13.1%, reflecting an adjusted operating margin of 26.2% in Argentina, Paraguay and Uruguay and (19.3)% in Chile. In 2012, adjusted operating margin was 13.0%, reflecting an adjusted operating margin of 27.6% in Argentina, Paraguay and Uruguay, and (15.5)% in Chile. Adjusted segment operating income in Argentina, Paraguay and Uruguay was negatively affected by customer-service costs and inflationary effects in most costs and expenses, mainly in Argentina. Segment operating income in Chile was negatively affected by subscriber acquisition, maintenance and customer-service costs.

Andean Region—Ecuador and Peru

Segment operating revenues increased by 6.2% in 2013, reflecting operating revenues increases of 7.0% in Ecuador and 5.4% in Peru. Adjusted segment operating revenues increased by 10.9%, reflecting increases of 10.3% in Ecuador and 11.4% in Peru. These increases were driven primarily by higher usage of wireless data in both countries.

Average MOUs per subscriber increased by 4.5% in 2013, principally reflecting increased usage by prepaid subscribers and higher utilization of minutes in postpaid plans. ARPU increased by 0.8% in Ecuador and increased by 4.3% in Peru. ARPU in both countries was positively affected by greater usage of data services and airtime.

Segment operating income decreased by 9.6% in 2013, reflecting operating income decreases of 1.8% in Ecuador and 11.4% in Peru. Adjusted segment operating income decreased by 2.5%, reflecting decreases of 1.3% in Ecuador and 6.6% in Peru. Segment operating margin was 26.4% in 2013, reflecting operating margins of 32.9% in Ecuador and 26.5% in Peru. In 2013 adjusted segment operating margin was 29.6%, reflecting adjusted operating margins of 33.0% in Ecuador and 26.5% in Peru. The decrease in segment operating income and operating margin in 2013 was driven by higher subscriber acquisition and network maintenance costs.

Central America—Guatemala, El Salvador, Honduras, Nicaragua, Panama and Costa Rica

Segment operating revenues increased by 5.1% in 2013. Adjusted segment operating revenues increased by 7.9% in 2013. These increases were driven primarily by increases in wireless data, broadband and Pay TV services, offset by decreases in fixed voice services. For this purpose, we analyze segment results in U.S. dollars because it is the functional currency in our operations in El Salvador and Panama and the currencies in Costa Rica, Guatemala, Honduras and Nicaragua are relatively stable against the U.S. dollar.

Average MOUs per subscriber decreased by 3.3% in 2013, primarily due to an increase in our subscriber base and the net increase in subscriber growth. ARPU decreased by 5.1%. This decrease was primarily attributable to lower prices and decreased usage of voice services, partially offset by higher use of data services.

Segment operating margin was (4.7)% in 2013 and (15.2)% in 2012. Adjusted segment operating margin was (4.5)% in 2013 and 14.9% in 2012. Segment operating margin in 2013 was affected by higher network operating and subscriber acquisition costs.

United States

Segment operating revenues increased by 22.2% in 2013. Adjusted segment operating revenues increased by 25.9% in 2013. This increase is due principally to customer base increases due to the consolidation of Simple Mobile beginning in June 2012 and the growth of our Straight Talk service plans. Wireless data services increased by 52.5% during 2013 and now represent 42.2% of service revenues. In 2013, the number of wireless subscribers, all of which are prepaid subscribers, increased by 5.7% to approximately 23.7 million as of December 31, 2013.

Average MOUs per subscriber increased by 14.9% in 2013. ARPU increased by 10.2% in 2013. The increase in average MOUs and in ARPU is primarily due to our packages, some of which offer unlimited usage for a fixed monthly rate.

Segment operating income decreased 48.6% in 2013. Adjusted segment operating income increased by 7.2% in 2013, reflecting the increase in our operating revenues, as well as important cost reductions for airtime, data and SMS messaging purchases.

Segment operating margin was 1.2% in 2013 and 2.9% in 2012. Adjusted segment operating margin was 8.4% in 2013 and 9.9% in 2012.

Caribbean—Dominican Republic and Puerto Rico

Segment operating revenues decreased by 7.0% in 2013. Adjusted segment operating revenues decreased by 4.8%. We analyze adjusted segment results in U.S. dollars because it is the functional currency in our operations in Puerto Rico and the currency in the Dominican Republic is relatively stable against the U.S. dollar.

Average MOUs per subscriber decreased by 7.3% in 2013, primarily due to reduced usage of voice services. ARPU decreased by 8.5% in 2013. This decrease in ARPU was primarily attributable to declining prices and average voice usage, and a more competitive market for voice services.

Segment operating income increased by 55.3% in 2013. Adjusted segment operating income increased by 43.5% in 2013. Segment operating margin was 17.6% in 2013 and 10.5% in 2012. Adjusted segment operating margin was 17.2% in 2013 and 11.4% in 2012. The increases in adjusted segment operating income and operating margin in 2013 were driven primarily by a reduction in labor obligation costs in Puerto Rico.

2012 Compared to 2011

Mexico Wireless

Segment operating revenues increased by 8.6% in 2012. Adjusted revenues increased 8.4% in 2012. This increase was primarily driven by an increase in data revenues. Wireless voice revenues decreased by 2.0% in 2012, reflecting primarily larger discounts and promotions for prepaid customers. Wireless data revenues increased by 30.4% in 2012, principally due to increased demand for these services.

In 2012, the number of prepaid wireless subscribers increased by 6.1%, and the number of postpaid wireless subscribers increased by 15.4%, resulting in an increase in the total number of wireless subscribers in Mexico of 7.1% to approximately 70.4 million as of December 31, 2012, which represented a net addition of 4.7 million wireless subscribers.

Average MOUs per subscriber increased by 18.8% in 2012. ARPU increased by 6.0% in 2012. During 2012, we lowered the price of some of our services in Mexico through new commercial plans and promotions, which contributed to the increase in subscribers (primarily prepaid subscribers), MOUs and ARPU. Reductions in interconnection tariffs and a decline in long-distance traffic resulted in lower interconnection revenues in 2012. The wireless churn rate for our Mexican Wireless operations remained at 3.7% during 2012, the same rate as in 2011.

Segment operating income increased by 7.8% in 2012. Adjusted operating income increased by 5.2% in 2012. Segment operating margin (operating income as a percentage of operating revenues) was 44.6% in 2012 and 44.9% in 2011. Adjusted operating margin for this segment was 46.3% in 2012 and 47.7% in 2011. The decrease in operating margin in 2012 is due principally to higher equipment costs (larger subsidies), network maintenance, value-added services costs (payments to content providers), leases and spectrum fees.

Mexico Fixed

Segment operating revenues decreased by 5.5% in 2012. This decrease is principally due to decreases in voice revenues, partially offset by an increase in data revenues. Fixed voice revenues decreased by 9.3% in 2012, reflecting significant reductions in local and long-distance traffic mainly as a result of new promotions on calls to wireless devices. Revenues from broadband and corporate network services decreased by 2.2% in 2012, principally due to the loss of corporate and residential subscribers, and special promotions offered to our subscribers.

In 2012, the number of fixed voice RGUs in Mexico decreased by 4.0%, and the number of broadband RGUs in Mexico increased by 6.9%, resulting in a decrease in total RGUs in Mexico of 0.2% to approximately 22.7 million as of December 31, 2012. In 2012, long-distance minutes increased by 21.4% and interconnection

minutes increased by 1.4%, resulting in an increase in total minutes in Mexico of 9.8%. The fixed voice churn rate decreased slightly from 1.2% in 2011 to 1.1% in 2012. The broadband churn rate was 1.4% during 2012, the same rate as in 2011.

Segment operating income decreased by 22.7% in 2012. Adjusted segment operating income decreased by 27.9%. Segment operating margin was 19.7% in 2012 and 24.0% in 2011. Adjusted operating margin for this segment was 18.9% in 2012 and 24.8% in 2011. The decrease in 2012 is due principally to higher broadband maintenance and energy costs, increases in our pension obligations to former employees and increased personnel costs as a consequence of an employee salary increase during 2012.

Brazil

In January 2012, we acquired control of a majority of the voting equity of Net Serviços. We began consolidating Net Serviços from January 1, 2012. Prior to January 1, 2012, we accounted for Net Serviços using the equity method. The consolidation of Net Serviços affects the comparability of our results for 2012 to our results 2011 and 2010.

Including the effects of the Net Serviços consolidation, segment operating revenues increased by 18.1% in 2012. Adjusted operating revenues increased by 4.7% in 2012. At constant exchange rates and excluding the effects of the consolidation of Net Serviços, segment operating revenues for 2012 increased by 1.9% over 2011. This increase is due principally to increases in wireless data and Pay TV revenues. Wireless data revenues increased 19.1% in 2012 and fixed data revenues increased 3.5%, as a result of greater use of value-added services such as SMS messaging and web browsing. Pay TV revenues increased by 60.9% in 2012 as a result of subscriber growth driven by new commercial packages of Embratel. Wireless and fixed voice revenues decreased by 6.7% and 5.2% in 2012. Revenues decreased the most for wireless and fixed long-distance services, which primarily reflects promotions implemented during 2012.

In 2012, the number of prepaid wireless subscribers increased by 9.3%, and the number of postpaid wireless subscribers increased by 3.2%, resulting in an increase in the total number of wireless subscribers in our Brazil segment of 8.0% to approximately 65.2 million as of December 31, 2012. In 2012, the number of fixed voice RGUs increased by 12.2%, the number of broadband RGUs increased by 23.4% and the number of pay TV RGUs increased by 28.5%, resulting in an increase in total RGUs in our Brazil segment of 21.2% to approximately 28.6 million as of December 31, 2012.

Average MOUs per subscriber increased by 15.0% in 2012. The increase in average MOUs during 2012 reflects increased traffic, on net and from other providers, in our network, which was partly due to new commercial plans and promotional packages. ARPU decreased by 20.7% in 2012. This decrease during 2012 reflects a decrease in monthly airtime and interconnection rates that was not offset by increased data usage.

Segment operating income increased by 40.0% in 2012. Segment operating margin was 6.0% in 2012 and 5.1% in 2011. Adjusted segment operating margin was 4.6% in 2012 and 5.9% in 2011. Adjusted segment operating income and operating margin in 2012 were affected by subscriber acquisition costs, higher costs for customer service, call centers and energy, higher rent and marketing costs associated with the integration of our various Brazilian brands.

Colombia

Segment operating revenues increased 20.2% in 2012. Adjusted operating revenues increased by 10.9%. This increase reflected principally increases in fixed and wireless data revenues and fixed voice. Fixed and wireless data services increased by 31.9% in 2012, as a result of new promotional packages focused on SMS texting and web browsing. Fixed and wireless voice revenues increased by 4.9% in 2012. Pay TV revenues increased by 8.5% in 2012.

Average MOUs per subscriber increased by 13.3% in 2012. ARPU increased by 21.5% in 2012. The increases in average MOUs and ARPU in 2012 reflected primarily an increase in data usage, as well as increased traffic, on net and from other providers, in our network, partially resulting from the net increase in subscriber growth.

Segment operating income increased by 16.8% in 2012. Adjusted segment operating income increased by 11.2%. Segment operating margin was 30.9% in 2012 and 31.8% in 2011. Adjusted segment operating margin was 32.9% in 2012 and 32.8% in 2011. The increases in segment operating income and operating margin in 2012 are due principally to more efficient collections and lower personnel costs.

Southern Cone—Argentina, Chile, Paraguay and Uruguay

Segment operating revenues increased by 13.1% in 2012, reflecting increases of 10.2% in Argentina, Paraguay and Uruguay and 19.8% in Chile. Adjusted segment operating revenues increased by 14.4%, reflecting operating revenues increases of 15.0% in Argentina, Paraguay and Uruguay and 14.4% in Chile. These increases were driven primarily by higher usage of all services, principally data services. For this purpose, we analyze results in Argentina, Paraguay and Uruguay in terms of the Argentine peso because Argentina accounts for the major portion of the operations in these three countries.

Average MOUs per subscriber increased by 1.3% in 2012, primarily due to new promotional packages for prepaid and postpaid services. ARPU increased by 0.7% in Argentina, Paraguay and Uruguay and increased by 11.3% in Chile. ARPU was positively affected by higher prices and adversely affected by lower interconnection rates.

Segment operating income decreased by 6.2% in 2012, reflecting a decrease in operating income of 0.4% in Argentina, Paraguay and Uruguay and an increase in operating loss of 20.4% in Chile. Adjusted segment operating income decreased by 6.5%, reflecting an increase in operating income of 4.1% in Argentina, Paraguay and Uruguay and an increase in operating loss of 8.6% in Chile. Segment operating margin was 13.0% in 2012, reflecting an operating margin of 26.0% in Argentina, Paraguay and Uruguay and (14.7)% in Chile. In 2012, adjusted operating margin was 15.8%, reflecting an adjusted operating margin of 27.6% in Argentina, Paraguay and Uruguay and (15.5)% in Chile. In 2011, adjusted operating margin was 17.1%, reflecting an adjusted operating margin of 30.5% in Argentina, Paraguay and Uruguay, and (16.4)% in Chile. Adjusted segment operating income in Argentina, Paraguay and Uruguay was negatively affected by customer-service costs and inflationary effects in most costs and expenses, mainly in Argentina. Segment operating income in Chile was negatively affected by acquisition costs.

Andean Region—Ecuador and Peru

Segment operating revenues increased by 20.1% in 2012, reflecting operating revenues increases of 12.3% in Ecuador and 28.5% in Peru. Adjusted segment operating revenues increased by 11.3%, reflecting increases of 6.2% in Ecuador and 16.8% in Peru. These increases were driven primarily by higher usage of wireless data in both countries.

Average MOUs per subscriber decreased by 0.7% in 2012, reflecting principally decreased usage by prepaid subscribers and higher utilization of minutes in postpaid plans. ARPU increased by 9.4% in Ecuador and increased by 11.7% in Peru. ARPU in both countries was positively affected by higher prices from data services and airtime and the elimination of national long-distance charges. Revenues from interconnection rates decreased in Ecuador, but increased in Peru.

Segment operating income increased by 17.6% in 2012, reflecting operating income increases of 10.6% in Ecuador and 27.4% in Peru. Adjusted segment operating income increased by 14%, reflecting increases of 7.6% in Ecuador and 21.8% in Peru. Segment operating margin was 31.0% in 2012, reflecting operating margins of 34.9% in Ecuador and 27.4% in Peru. In 2012 adjusted segment operating margin was 33.7%, reflecting operating margins of 35.9% in Ecuador and 31.6% in Peru. The increase in segment operating income and operating margin in 2012 was driven by lower royalties and lower interconnections fees in Peru.

Central America—Guatemala, El Salvador, Honduras, Nicaragua, Panama and Costa Rica

Segment operating revenues increased 17.8% in 2012. Adjusted segment operating revenues increased by 9.7% in 2012. These increases were driven primarily by increases in wireless data, broadband and pay TV services, offset by decreases in fixed voice services. For this purpose, we analyze segment results in U.S. dollars because it is the functional currency in our operations in El Salvador (our headquarters for this segment) and Panama and the currencies in Costa Rica, Guatemala, Honduras and Nicaragua are relatively stable against the U.S. dollar.

Average MOUs per subscriber increased by 10.1% in 2012, primarily due to new commercial plans for voice and data services. ARPU increased by 6.8%. This increase was primarily attributable to increased usage of our services, and more specifically, of data services in Guatemala, El Salvador, Nicaragua and Honduras and of voice services in Honduras, partly offset by decreased usage of voice services in Guatemala, El Salvador and Nicaragua.

Segment operating margin was (15.2)% in 2012 and (0.3)% in 2011. Adjusted segment operating margin was (14.9)% in 2012 and 0.5% in 2011. Segment operating margin in 2012 was affected by higher depreciation, partially resulting from the depreciation of plant and equipment of Digicel Honduras, which we acquired in November 2011.

United States

Segment operating revenues increased by 32.8% in 2012. Adjusted segment operating revenues increased by 25.7% in 2012. This increase is due principally to customer base increases, and the growth of the Straight Talk and SafeLink promotional plans, which continue to grow but not at the same pace as in 2011. Wireless data services increased by 77% during 2012 and now represent 34.5% of service revenues. In 2012, the number of wireless subscribers, all of which are prepaid subscribers, increased by 13.3% to approximately 2.6 million as of December 31, 2012.

Average MOUs per subscriber increased by 20.9% in 2012. ARPU increased by 18.4% in 2012. The increase in average MOUs and ARPU is primarily due to our new commercial plans and promotional packages, which offer unlimited usage for a fixed monthly rate.

Segment operating income increased 123.9% in 2012. Adjusted segment operating income increased by 55.9% in 2012, reflecting the increase in our operating revenues, as well as important cost reductions on airtime purchases, due to new agreements reached with operators for lower airtime and data purchase costs.

Segment operating margin was 2.9% in 2012 and 1.7% in 2011. Adjusted segment operating margin was 9.9% in 2012 and 8.0% in 2011.

Caribbean—Dominican Republic and Puerto Rico

Segment operating revenues increased by 1.4% in 2012. Adjusted segment operating revenues decreased by 3.1%. For this purpose, we analyze segment results in U.S. dollars because it is the functional currency in our operations in Puerto Rico and the currency in the Dominican Republic is relatively stable against the U.S. dollar.

Average MOUs per subscriber decreased by 0.3% in 2012, primarily due to more competitive packages for wireless voice services. ARPU increased by 12.3% in 2012. This increase in ARPU was primarily attributable to increased usage of data and value-added services in both countries.

Segment operating income decreased by 46.4% in 2012. Adjusted segment operating income decreased by 27.2% in 2012. Segment operating margin was 10.5% in 2012 and 19.9% in 2011. Adjusted segment operating margin was 8.8% in 2012 and 22.3% in 2011. The decreases in adjusted segment operating income and operating margin in 2012 were driven primarily by increases in costs associated with content acquisition, especially with respect to Pay TV programming, energy, network maintenance, technical personnel, customer service and labor obligations.

Liquidity and Capital Resources

Funding Requirements

We generate substantial cash flows from our operations. On a consolidated basis, operating activities provided Ps.240.6 billion in 2014 and Ps.187.8 billion in 2013 and Ps.206.6 billion in 2012.2013. Our cash and cash equivalents amounted to Ps.66.5 billion at December 31, 2014 compared to Ps.48.2 billion at December 31, 2013 compared to Ps.45.5 billion at December 31, 2012.2013. We believe our working capital is sufficient for our present requirements. We use the cash that we generate from our operations and from borrowings primarily for the following purposes:

 

We make substantial capital expenditures to continue expanding and improving our networks in each country in which we operate. Our capital expenditures on plant, property and equipment and acquisition or renewal of licenses were Ps.145.6 billion in 2014 and Ps.121.8 billion in 2013 and Ps.130.9 billion in 2012.2013. The amount we spend on acquisitions and licenses varies significantly from year to year, depending on acquisition opportunities, concession renewal schedules and needs for more spectrum. We have budgeted capital expenditures for 20142015 to be approximately U.S.$8.38.9 billion (Ps.107.0(Ps.139.7 billion).

 

In some years, we makehave made substantial expenditures on acquisitions. In April 2013, KPN launched a rights offering to raise up to €3 billion, and we participated in proportion to our investment at the time.

 

We must pay interest on our indebtedness and repay principal when due. As of December 31, 2013,2014, we had Ps.25.8approximately Ps.57.8 billion of principal and amortization due in 2014.2015.

We pay regular dividends. We paid Ps.15.7Ps.17.1 billion in dividends in 20132014 and Ps.15.4Ps.15.7 billion in 2012.2013. Our shareholders have approved on April 30 the payment of a Ps.0.24Ps.0.26 ordinary dividend per share in two installments in 2014.2015 and a Ps.0.30 special dividend per share in one installment in September 2015.

 

We regularly repurchase our own shares. We spent (including commissions and value-added taxes) Ps.70.7Ps.35.0 billion repurchasing our own shares in the open market in 20132014 and Ps.17.8Ps.70.7 billion in 2012.2013. Our shareholders have authorized additional repurchases, and as of March 31, 2014,2015, we have spent Ps.12.3Ps.10.1 billion repurchasing our shares in the open market in 2014,2015, but whether we will continue to do so will depend on our operating cash flow and on various other considerations, including market prices and our other capital requirements.

Contractual Commitments

The following table summarizes certain contractual obligations as of December 31, 2013.2014. Many of our obligations are denominated in currencies other than Mexican pesos. Our purchase obligations and also approximately 43.7%39.5% of our debt are denominated in U.S. dollars. The table does not include accounts payable or pension liabilities, and amounts set forth in the table do not include interest and do not give effect to hedging transactions.

 

 Payments Due by Period   Payments Due by Period 
 Total Less than
1 year
 1-3 years 4-5 years After 5 years   Total   Less than
1 year
   1-3 years   4-5 years   After 5 years 
 (in millions)   (in millions) 

Contractual obligations as of December 31, 2013:

     

Contractual obligations as of December 31, 2014:

          

Equipment leases

 Ps.691   Ps.247   Ps.444   Ps.0   Ps.0    Ps.471    Ps.244    Ps.227    Ps.—      Ps.—    

Real estate leases

 50,367   10,495   12,813   9,847   17,212     51,960     10,173     15,163     12,369     14,255  

Short-term debt

 25,841   25,841   0   0   0     57,806     57,806     —       —       —    

Long-term debt

 464,478   0   124,207   45,285   294,986     545,949     —       142,824     88,797     314,328  

Purchase obligations

 98,864   51,075   47,789   0   0     97,191     57,770     39,421     —       —    
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Total

 Ps. 640,241   Ps. 87,658   Ps. 185,253   Ps. 55,132  Ps. 312,198  Ps. 753,377  Ps. 125,993  Ps. 197,635  Ps. 101,166  Ps. 328,583  
 

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Other than the amounts described in the table above, we had no other outstanding material purchase commitments as of December 31, 2013.2014. We enter into a number of supply, advertising and other contracts in the ordinary course of business, but those contracts are not material to our liquidity.

We continue to seek investment opportunities in telecommunications and related companies worldwide, including in markets where we are already present, and we often have several possible acquisitions under consideration. We can give no assurance as to the extent, timing or cost of such investments. We may pursue opportunities in Latin America or in other areas in the world. Some of the assets that we acquire may require significant funding for capital expenditures.

Borrowings

In addition to cash flows generated from operations, we rely on a combination of borrowings in the Mexican and international capital markets, borrowings from international banks and equipment financing. AsIn managing our funding, we generally seek to keep our leverage, as measured by the ratio of net debt to EBITDA, at a level that is consistent with maintaining ratings given to our debt by the principal credit rating agencies. Our total consolidated indebtedness as of December 31, 2013, our total consolidated indebtedness2014 was Ps.490.3Ps.603.8 billion, of which Ps.57.8 billion wasshort-term debt (including the current portion oflong-term debt), compared to Ps.417.7Ps.490.3 billion as of December 31, 2012.2013. Our net debt (total debt minus cash and cash equivalents) at December 31, 20132014 was Ps.537.3 billion, compared to Ps.442.2 billion an increaseas of 19.0% as compared to December 31, 2012.13, 2013.

Without taking into account the effects of derivative financial instruments that we use to manage our interest rate and currency risk, approximately 84.2%86.0% of our indebtedness at December 31, 20132014 was denominated in currencies other than Mexican pesos (approximately 51.9%45.0% of such non-Mexican peso debt in U.S. dollars and 48.1%

55.0% in other currencies), and approximately 5.9%5.0% of our consolidated debt obligations bore interest at floating rates. After the effects of derivative transactions, approximately 14.0%32.0% of our total debt as of December 31, 20132014 was denominated in U.S. dollars and we had no exposure to floating rates.dollars.

The weighted average cost of all our third-party debt at December 31, 20132014 (excluding commissions and reimbursement of certain lenders for Mexican taxes withheld) was approximately 4.8%4.7% per annum.

Our major categories of indebtedness at December 31, 20132014 are summarized in the table below.

 

Debt:

  (millions of
Mexican pesos)
 

Denominated in U.S. dollars:

  

Export credit agencyBank loans

  Ps.4,576

Other bank loans

2,401

5.500% Notes due 2014

10,396 14,707  

5.750% Notes due 2015

   9,31310,482  

3.625% Senior Notes due 2015

   9,80710,891  

5.500% Senior Notes due 2015

   7,2558,166  

2.375% Senior Notes due 2016

   26,15329,201  

Floating Rate Senior Notes due 2016

   9,80711,038  

5.625% Notes due 2017

   7,6258,582  

5.000% Senior Notes due 2019

   9,80711,039  

5.500% Senior Notes due 2019

   4,9355,554  

5.000% Senior Notes due 2020

   27,78531,273  

8.57%7.500% Senior Notes due 2020

   4,5775,151  

3.125% Senior Notes due 2022

   20,92323,549  

6.375% Notes due 2035

   12,83214,443  

6.125% Notes due 2037

   4,8285,434  

6.125% Senior Notes due 2040

   26,15329,436  

4.375% Senior Notes due 2042

   15,03816,926  
  

 

 

 

Total

 214,211235,872  

Denominated in Mexican pesos:

Bank loans

310

Domestic senior notes (certificados bursátiles)

 37,46127,429  

8.75%8.750% Senior Notes due 2016

 4,500  

9.00%9.000% Senior Notes due 2016

 5,000  

8.46%6.000% Senior Notes due 2019

10,000

6.450% Senior Notes due 2022

22,500

7.125% Senior Notes due 2024

7,500

8.460% Senior Notes due 2036

 7,872

6.45% Senior Notes due 2022

22,500  
  

 

 

 

Total

Ps.85,111

Denominated in euro:

Bank loans

Ps.11,903

6.375% Senior Notes due 2016

 77,33314,877

3.750% Senior Notes due 2017

17,806

4.250% Senior Notes due 2017

9,918

1.000% Senior Notes due 2018

10,684

4.125% Senior Notes due 2019

17,806

3.000% Senior Notes due 2021

17,806

3.125% Senior Notes due 2021

14,877  

Debt:

  (millions of
Mexican pesos)
 

Denominated in euro:

3.75% Senior Notes due 2017

17,971

4.125% Senior Notes due 2019

17,971

4.75%4.750% Senior Notes due 2022

   13,47913,354  

3.00%4.000% Senior Notes due 20212022

   17,97114,877  

3.259% Senior Notes due 2023

   13,47813,354

3.500% Senior Notes due 2023

5,951  

Euro NC5 (Euro Series A) Capital Securities due 2073

   16,17416,025  

Euro NC10 (Euro Series B) Capital Securities due 2073

   9,8849,793  
  

 

 

 

Total

 106,928189,031  

Denominated in pounds sterling:

5.000% Senior Notes due 2026

 10,82611,463  

5.75%5.750% Senior Notes due 2030

 14,07314,902

4.948% Senior Notes due 2033

6,878  

4.375% Senior Notes due 2041

 16,238

4.948% Senior Notes due 2033

6,49517,195  

GBP NC7 Capital Securities due 2073

 11,90812,609  
  

 

 

 

Total

 59,54063,047  

Denominated in Japanese yen:Swiss francs:

1.23%2.250% Senior Notes due 20142015

 8573,404  

1.53%2.000% Senior Notes due 20162017

 6333,997  

2.95%1.130% Senior Notes due 20392018

 1,6148,141  
  

 

 

 

Total

 3,10415,542  

Denominated in Swiss francs:Japanese yen:

2.25%1.530% Senior Notes due 20152016

 3,368627  

2.00%2.950% Senior Notes due 20172039

 3,954

1.13% Senior Notes due 2018

8,0551,597  
  

 

 

 

Total

 15,3772,224  

Denominated in Colombian pesos

 3,0542,769  

Denominated in Brazilian reais

 2,8434,436  

Denominated in other currencies

 7,9305,723  
  

 

 

 

Total debt

 490,320603,755  

Less short-term debt and current portion of long-term debt

 25,84257,806  
  

 

 

 

Total long-term debt

Ps. 545,949
  464,478

Equity:

Capital stock

96,383

Total retained earnings

192,334

Other comprehensive income (loss) items

(104,333

Non-controlling interest

50,255

Total equity

234,639

Total capitalization (total long-term debt plus equity)

Ps.780,588  
  

 

 

 

Additional information about certain categories of our indebtedness is provided below:

 

  Mexican peso-denominated international notes. Our 9.0% senior notes due January 2016 and our 8.46% senior notes due 2036 are denominated in Mexican pesos, but all amounts in respect of the notes are payable in U.S. dollars, unless a holder of notes elects to receive payment in Mexican pesos in accordance with certain specified procedures.

  Mexican peso-denominated domestic notes. Our domestic senior notes (certificados bursátiles) sold in the Mexican capital markets have varying maturities, ranging from 20142016 through 2037. Some bear interest at fixed rates, and others at variable rates based on TIIE (a Mexican interbank rate).

 

  Global peso note program. Since November 2012, we have issued peso-denominated notes that can be distributed and traded on a seamless basis in Mexico and internationally. The notes are registered with both the U.S. Securities and Exchange CommissionSEC and the Mexican Banking and Securities Commission. We sold Ps.15 billion of notes underCNBV. Under the program, in November 2012 and a further Ps.7.5we can issue up to 100 billion in March 2013. We intend to use the program to raise a total of Ps.100 billion over five years to increase the share of Mexican pesos in our overall funding.notes. The program was established it in 2012 and will remain in effect until 2017, when it will expire unless it is renewed.

  Dollar-denominated international notes.notes. We have outstanding debt securities in the international markets denominated in U.S. dollars. In September 2013, we issued U.S. dollar denominated notes that bear interest at a variable rate equal to three-month LIBOR plus a spread. This series matures in 2016.

 

  Hybrid Notes. In September 2013, we issued three series of Capital Securities maturing in 2073: two series denominated in euros and totaling €1,450 million, and one series denominated in pounds sterling in the amount of £550 million. The Capital Securities are deeply subordinated, and when they were issued the principal rating agencies stated that they would treat only half of the principal amount as indebtedness for purposes of evaluating our leverage (an analysis referred to as 50%50.0% equity credit). The Capital Securities are subject to redemption at our option at varying dates beginning in 2018 or 2023 for theeuro-denominated series and beginning in 2020 for the sterling-denominated series.

 

  Colombian peso-denominated notes. Comcel has issued notes in the Colombian capital markets denominated in Colombian pesos. The notes outstanding as of December 31, 20132014 bear interest at 7.59%7.6%, and matures in 2016.

 

  Bank loans. At December 31, 2013,2014, we had approximately Ps.5,095Ps.31,722 million outstanding under a number of bank facilities bearing interest at fixed and variable rates. In May 2011, we entered intoWe also have two revolving syndicated facilities—one for U.S.$22.5 billion (the “Dollar Facility”) and one for the Euro equivalent of U.S.$2 billion. The Euro equivalent revolving syndicated facility was amended in July 2013 to increase the amount available to U.S.$2.1 billion.billion (the “Euro Facility”). Loans under the facilities bear interest at variable rates based on LIBOR and EURIBOR. The syndicatedBoth facilities include covenants that limit our ability to incur secured debt, to effect a merger as a result ofin which the surviving entity would not be América Móvil or Telcel under the Euro facility, or to sell substantially all of our assets or to sell control of Telcel.Telcel under the Euro facility. The facilities do not allow usEuro facility also includes covenants that limit our ability to sell substantially all of Telcel’s assets, or to impose any restrictions on the ability of Telcel to pay dividends or make distributions to us. In addition, the bank facilitiesDollar and Euro Facilities require us to maintain a consolidated ratio of debt to EBITDA not greater than 4.0 to 1.0 and a consolidated ratio of EBITDA to interest expense not less than 2.5 to 1.0. As of the date of this annual report, we are in compliance with these covenants. Telekom Austria also has a revolving syndicated facility for €1 billion (the “TKA facility”). The TKA facility bears interest at EURIBOR plus 0.375% and includes covenants that limit Telekom Austria’s ability to incur secured debt, effect certain mergers or sell substantially all of its assets and our ability to transfer control over, or reduced our share ownership in, Telekom Austria.

 

  Equipment financing facilitiesTelekom Austria’s Subordinated Perpetual Bond.In January 2013, Telekom Austria issued €600 million aggregate principal amount of its subordinated bonds. The interest rate on the bonds is 5.625% for the first five years and resets every five years beginning in 2018. The bonds have no specified maturity date but may be redeemed at our option at par, in whole but not in part, on any interest reset date beginning in 2018. Under IFRS, we are required to classify the bonds as equity, because of their indefinite maturity, but we intend to redeem them in accordance with support from export development agencies. We have a number of equipment financing facilities, under which export development agencies provide support for financing to purchase exports from their respective countries. These facilities are medium- to long-term, with periodic amortization. Some facilities bear interestterms at a fixed rate while others bear interest at a spread over LIBOR. They are extended to us or to operating subsidiaries, in some cases with the guarantee of Telcel.time we deem convenient.

Some of the public securities issued by América Móvil in international and Mexican capital markets and amounts due under our syndicated loan facility and export credit facilities, are guaranteed by Telcel. As of December 31, 2013,2014, we had, on an unconsolidated basis, unsecured and unsubordinated indebtedness of approximately Ps. 439.8Ps.477.2 billion (U.S.$33.632.4 billion) excluding guarantees of subsidiaries’ indebtedness. As of December 31, 2013,2014, our subsidiaries had indebtedness (excluding guarantees of indebtedness of us and our other subsidiaries) of approximately Ps. 50.6Ps.126.5 billion (U.S.$3.98.6 billion).

Risk Management

We regularly assess our interest rate and currency exchange exposures in order to determine how to manage the risk associated with these exposures. We have indebtedness denominated in currencies principally the U.S. dollar, other than the currency of our operating environment. We use cross-currency swaps and forwards to adjust the resulting exchange rate exposures. We do not use derivatives to hedge the exchange rate exposures that arise from having operations in different countries.

We also use interest rate swaps from time to time to adjust our exposure to variable interest rates or to reduce our costs of financing. Our practices vary from time to time depending on our judgment of the level of

risk, expectations as to exchange or interest rate movements and the costs of using derivative financial instruments. We may stop using derivative financial instruments or modify our practices at any time.

As of December 31, 2013,2014, we had derivatives positions with an aggregate net fair value of Ps.5.1Ps.14.0 billion, which are described in Note 117 to our audited consolidated financial statements. For additional information see Note 2 m) to our audited consolidated financial statements.

Off-Balance Sheet Arrangements

As of December 31, 2013,2014, we had no off-balance sheet arrangements that require disclosure under applicable SEC regulations.

Use of Estimates in Certain Accounting Policies

In preparing our financial statements, we make estimates concerning a variety of matters. Some of these matters are highly uncertain, and our estimates involve judgments we make based on the information available to us. In the discussion below, we have identified several of these matters for which our financial presentation would be materially affected if either (1) we used different estimates that we could reasonably have used or (2) in the future we change our estimates in response to changes that are reasonably likely to occur.

The discussion addresses only those estimates that we consider most important based on the degree of uncertainty and the likelihood of a material impact if we used a different estimate. There are many other areas in which we use estimates about uncertain matters, but the reasonably likely effect of changed or different estimates is not material to our financial presentation.

Fair Value of Financial Assets and Liabilities

We have substantial financial assets and liabilities that we recognize at their fair value, which is an estimate of the amount at which the instrument could be exchanged in a current transaction between willing parties. The methodologies and assumptions we use to estimate an instrument’s fair value depend on the type of instrument and include (i) recognizing cash and cash equivalents and trade receivables and trade payables and other current liabilities at close to their carrying amount, (ii) recognizing quoted instruments at their price quotations on the reporting date, (iii) recognizing unquoted instruments, such as loans from banks and obligations under financial leases, by discounting future cash flows using rates for similar instruments and (iv) applying various valuation techniques, such as present value calculations, to derivative instruments. Using different methodologies or assumptions to estimate the fair value of our financial assets and liabilities could materially impact our reported financial results.

Estimated useful livesUseful Lives of plant, propertyPlant, Property and equipmentEquipment

We estimate the useful lives of particular classes of plant, property and equipment in order to determine the amount of depreciation expense to be recorded in each period. Depreciation expense is a significant element of our costs and expenses, amounting in 20132014 to Ps.94.9Ps.107.9 billion, or 15.0%15.5% of our operating costs and expenses. See Note 810 to our audited consolidated financial statements.

We currently depreciate most of our telephone plant and equipment based on an estimated useful life determined upon the expected particular conditions of operations and maintenance in each of the countries in which we operate. The estimates are based on our historical experience with similar assets, anticipated technological changes and other factors, taking into account the practices of other telecommunications companies. We review estimated useful lives each year to determine whether they should be changed, and at times, we have changed them for particular classes of assets. We may shorten the estimated useful life of an asset class in response to technological changes, changes in the market or other developments. This results in increased depreciation expense.

Impairment of Long-Lived Assets

We have large amounts of long-lived assets, including property, plant and equipment, intangible assets, investments in associates and goodwill, on our balance sheet. Under IFRS, we are required to test long-lived assets for impairment when circumstances indicate a potential impairment or, in some cases, at least on an annual basis. The impairment analysis for long-lived assets requires us to estimate the recovery value of the asset, which is the greater of its fair value (minus any disposal costs) and its value in use. To estimate the fair value of a long-lived asset, we typically take into account recent market transactions or, if no such transactions can be identified, we use a valuation model that requires the making of certain assumptions and estimates. Similarly, to estimate the value in use of long-lived assets, we typically make various assumptions about the future prospects for the business to which the asset relates, consider market factors specific to that business and estimate discounted future cash flows to be generated by that business. Based on this impairment analysis, including all assumptions and estimates related thereto, as well as guidance provided by IFRS relating to the impairment of long-lived assets, we determine whether we need to take an impairment charge to reduce the carrying value of the asset as stated on our balance sheet. Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors, such as industry and economic trends, and internal factors, such as changes in our business strategy and our internal forecasts. Different assumptions and estimates could materially impact our reported financial results. More conservative assumptions of the anticipated future benefits from these businesses could result in impairment charges, which would decrease net income and result in lower asset values on our balance sheet. Conversely, less conservative assumptions could result in smaller or no impairment charges, higher net income and higher asset values. See Note 2 l)z.2) to our audited consolidated financial statements.

Among the long-lived assets we test for impairment areimpairments is our equity investmentsinvestment in KPN and Telekom Austria.KPN. Under IFRS, an impairment is recognized as the difference between the carrying value of the investment and the greater of its fair value and its value in use. For eachThe carrying value of our investment the carrying valuein KPN exceeded fair value at December 31, 20122013 and at December 31, 2013. In each case,2014 but we determined that we would recover the carrying value of the investment through its future value in use, so no impairment was recognized. See Note 1012 to our audited consolidated financial statements.

Deferred Taxes

We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves the jurisdiction-by-jurisdiction estimation of actual current tax exposure and the assessment of temporary differences resulting from the differing treatment of certain items, such as accruals and amortization, for tax and financial reporting purposes, as well as net operating loss carry-forwards and other tax credits. These items result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We must assess in the course of our tax planning procedures the fiscal year of the reversal of our deferred tax assets and liabilities, and if there will be future taxable profits in those periods to support the recognition of the deferred tax assets. Significant management judgment is required in determining our provisions for income taxes, deferred tax assets and liabilities. The analysis is based on estimates of taxable income in the jurisdictions in which the group operates and the period over which the deferred tax assets and liabilities will be recoverable or settled. If actual results differ from these estimates, or we adjust these estimates in future periods, our financial position and results of operations may be materially affected.

We record deferred tax assets based on the amount that we believe is more likely than not to be realized. In assessing the future realization of deferred tax assets, we consider future taxable income and ongoing tax planning strategies. In the event that our estimates of projected future taxable income and benefits from tax planning strategies are lowered, or changes in current tax regulations are enacted that would impose restrictions on the timing or extent of our ability to utilize the tax benefits of net operating loss carry-forwards in the future, an adjustment to the recorded amount of deferred tax assets would be made, with a related charge to income.

Accruals

Accruals are recorded when, at the end of the period, we have a present obligation as a result of past events, whose settlement requires an outflow of resources that is considered probable and can be measured reliably. This obligation may be legal or constructive, arising from, but not limited to, regulation, contracts, common practice or public commitments, which have created a valid expectation for third parties that we will assume certain responsibilities. The amount recorded is the best estimation performed by our management in respect of the expenditure that will be required to settle the obligations, considering all the information available at the date of our financial statements, including the opinion of external experts, such as legal advisors or consultants. Accruals are adjusted to account for changes in circumstances for ongoing matters and the establishment of additional accruals for new matters.

If we are unable to reliably measure the obligation, no accrual is recorded and information is then presented in the notes to our consolidated financial statements. Because of the inherent uncertainties in this estimation, actual expenditures may be different from the originally estimated amount recognized.

Labor Obligations

We recognize liabilities on our balance sheet and expenses in our income statement to reflect our obligations related to our post-retirement seniority premiums, pension and retirement plans in the countries in which we operate and offer defined contribution and benefit pension plans. The amounts we recognize are determined on an actuarial basis that involves many estimates and accounts for post-retirement and termination benefits in accordance with IFRS.

We use estimates in four specific areas that have a significant effect on these amounts: (a) the rate of return we assume our labor obligation plans will achieve on their investments, (b) the rate of increase in salaries that we assume we will observe in future years, (c) the discount rates that we use to calculate the present value of our future obligations and (d) the expected rate of inflation. The assumptions we have applied are identified in Note 1217 to our audited consolidated financial statements. These estimates are determined based on actuarial studies performed by independent experts using the projected unit-credit method. The latest actuarial computation was prepared as of December 31, 2013.

Allowance for Doubtful AccountsBad Debts

We maintain an allowance for doubtful accountsbad debts for estimated losses resulting from the failure of customers, distributors and cellular operators to make required payments. We base these estimates on the individual conditions of each of the markets in which we operate that may impact the collectability of accounts. In particular, in making these estimates we take into account (i) with respect to accounts with customers, the number of days since the calls were made, (ii) with respect to accounts with distributors, the number of days invoices are overdue and (iii) with respect to accounts with cellular operators, both the number of days since the calls were made and any disputes with respect to such calls. The amount of loss, if any, that we actually experience with respect to these accounts may differ from the amount of the allowance maintained in connection with them.

Item 6.Directors, Senior Management and Employees

MANAGEMENT

Directors

Our Board of Directors has broad authority to manage our company. Our bylaws provide for the Board of Directors to consist of between five and twenty-one directors and allow for the election of an equal number of alternate directors. Directors need not be shareholders. A majority of our directors and a majority of the alternate directors must be Mexican citizens and elected by Mexican shareholders. A majority of the holders of the AA Shares and A Shares voting together elect a majority of the directors and alternate directors, provided that any holder or group of holders of at least 10%10.0% of the total AA Shares and A Shares is entitled to name one director and anone alternate director. Two directors and two alternate directors, if any, are elected by a majority vote of the holders of L Shares. Each alternate director may attend meetings of the Board of Directors and vote in the absence of athe corresponding director. Directors and alternate directors are elected or reelected at each annual general meeting of shareholders and each annual ordinary special meeting of holders of L Shares, and each serves until a successor is elected and takes office. In accordance with the Mexican Securities Market Law (Ley del Mercado de Valores), the determination as to the independence of our directors is made by our shareholders, though the CNBV may challenge this determination. Pursuant to our bylaws and the Mexican Securities Market Law, at least 25%25.0% of our directors must be independent. In order to have a quorum for a meeting of the Board of Directors, a majority of those present must be Mexican nationals.

All of the current members of the Board of Directors, the Executive Committee, and the Audit and Corporate Practices Committee, and the Operations in Puerto Rico and the United States of America Committee were reelected, and the Corporate Secretary and the Corporate Pro-Secretary were reappointed at the annual general shareholders’ meeting held on April 28, 2014,30, 2015, with fourteenthirteen directors to be elected by the AA Shares and A Shares voting together and two directors elected by the L Shares. At the annual general shareholders’ meeting on April 30, 2015, Carlos Slim Helú was elected to the Board of Directors, and Santiago Cosío was replaced by Antonio Cosío Pando. One alternate director was reelected.

Our bylaws provide that the members of the Board of Directors are elected for a term of one year. Pursuant to Mexican law, members of the Board continue in their positions after the expiration of their terms for up to an additional thirty-day period if new members are not elected. Furthermore, in certain circumstances provided under the Mexican Securities Law, the Board of Directors may elect temporary directors who then may be elected or substitutedreplaced at the shareholders’ meetings. The names and positions of the members of the Board elected and reelected at the annual general shareholders’ meeting held on April 28, 2014,30, 2015, their year of birth, and information concerning their committee membership and principal business activities outside América Móvil are as follows:

Directors elected by holders of Series AA and Series A Shares:

 

Directors elected by holders of Series AA and Series A Shares:

Carlos Slim Domit

Born:1967

Co-Chairman
Chairman and Member of the Executive Committee and the Operations in Puerto Rico and the United States of America Committee

Born:

First elected:

Term expires:

Principal occupation:

Other directorships:

1967

2011

20152016

Chairman of the Board of Telmex

Chairman of the Board of Grupo Carso, Grupo Sanborns, S.A.B. de C.V., (“Grupo Sanborns, S.A. de C.V.Sanborns”), and U.S. Commercial Corp, S.A. de C.V.

Business experience:Chief Executive Officer of Sanborn Hermanos, S.A. de C.V. (“Sanborn Hermanos”)

Patrick Slim Domit

Born:1969

Co-Chairman
Vice Chairman and Member of the Executive Committee and the Operations in Puerto Rico and the United States of America Committee

Born:

First elected:

Term expires:

Principal occupation:

Other directorships:

1969

2004

20152016

Co-ChairmanVice Chairman of our Board of Directors

Director of Grupo Carso, S.A.B. de C.V., Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (“IDEAL”), and Telmex

Business experience:

Chief Executive Officer of Grupo

Carso S.A.B. de C.V. and Vice President of Commercial Markets of Telmex

Daniel Hajj Aboumrad

Born:1966


Director and Member of the Executive Committee and the Operations in Puerto Rico and the United States of America Committee

Born:

First elected:

Term expires:

Principal occupation:

Other directorships:

1966

2000

20152016

Chief Executive Officer of América Móvil

Other directorships:Director of Grupo Carso S.A.B. de C.V. and Telmex

Business experience:Chief Executive Officer of Compañía Hulera Euzkadi, S.A. de C.V.

Carlos Slim Helú
Director

Born:

First elected:

Term expires:

1940

2015

2016

Principal occupation and Business experience:

Chairman of the Board of Minera Frisco, S.A.B. de C.V. and Carso Infraestructura y Construcción, S.A. de C.V., Director of IDEAL, Grupo Sanborns and Inmuebles Carso S.A.B. de C.V.

Luis Alejandro Soberón Kuri
Director

Born:

1960

Director and Member of the Operations in Puerto Rico and the United States of America Committee

First elected:

Term expires:

Principal occupation:

1960

2000

20152016

Chief Executive Officer, Chairman of the Board and Executive President of Corporación Interamericana de Entretenimiento, S.A.B. de C.V. (“CIE”)

Other directorships:Chief Executive Officer, Chairman of the Board and Executive President of Servicios Corporativos Corporación Interamericana de Entretenimiento, S.A.B.S.A. de C.V. (a subsidiary of CIE) and Director of Banco Nacional de México, S.A.
Business experience:Various positions at Interamericana de Entretenimiento, S.A.B. de C.V.CIE

Carlos Bremer Gutiérrez

Born:1960


Director and Member of the Audit and Corporate Practices Committee and the Operations in Puerto Rico and the United States

Born:

First elected:

Term expires:

Principal occupation:

1960

2004

20152016

Chief Executive Officer of Value, S.A. de C.V., Casa de Bolsa

of America Committee

Other directorships:Director of Value Grupo Financiero, S.A.B. de C.V. and Value S.A. de C.V., Casa de Bolsa

Other directorships:Chairman of Value Grupo Financiero, S.A.B. de C.V.
Business experience:Chief Operating Officer of Abaco Casa de Bolsa, S.A. de C.V.

Jeffery Scott McElfreshJuan Antonio Pérez Simón
Director

Born:

1970

Director and Member of the Executive Committee

First elected:

Term expires:

Principal occupation:

1941

2012

2015

President of AT&T México, Inc.

Business experience:Various positions at AT&T.
Other directorships:Director of Telmex and the American School Foundation

Michael J. Viola

Born:1954

Director

First elected:

Term expires:

Principal occupation:

2009

2015

Senior Vice President of Corporate Finance AT&T, Inc.

Other directorships:Director of Telmex
Business experience:Various positions in the wireless industry at AT&T

Juan Antonio Pérez Simón

Born:1941

Director and Member of the Operations in Puerto Rico and the United States of America Committee

First elected:

Term expires:

Principal occupation:

2012

20152016

Chairman of the Board and Member of the Executive Committee of Sanborn Hermanos S.A. de C.V.

Other directorships:Director of Grupo Carso, S.A.B. de C.V., Grupo Financiero Inbursa, S.A.B. de C.V., Sears Operadora México, S.A. de C.V. (“Sears”) and Elementia, S.A.
Business experience:Various positions at Grupo Carso S.A.B. de C.V.

Ernesto Vega Velasco

Born:1937


Director, Chairman of the Audit and Corporate Practices Committee and Member of the Operations in Puerto Rico and the United States of America Committee

Born:

First elected:

Term expires:

Principal occupation:

1937

2007

20152016

In retirement. Member of the board of directors and audit and corporate practices, planning and finance and evaluation and compensation committees of certain companies

Other directorships:Director of Kuo, S.A.B. de C.V., Dine, S.A.B. de C.V., Inmuebles Carso S.A.B. de C.V., Impulsora de Desarrollo y el Empleo en América Latina, S.A.B. de C.V.,IDEAL, and Alternate Director of Industrias Peñoles, S.A.B. de C.V.
Business experience:Various positions in Desc Group, including Corporate Vice-presidentVice-President

Rafael Moisés Kalach Mizrahi

Born:1946


Director and Member of the Audit and Corporate Practices Committee and the Operations in Puerto Rico and the United States

Born:

First elected:

Term expires:

Principal occupation:

1946

2012

20152016

Chairman and Chief Executive Officer of Grupo Kaltex, S.A. de C.V.

of America Committee

Other directorships:Director of Telmex, Grupo Carso S.A.B. de C.V. and Sears Roebuck, S.A. de C.V.
Business experience:Various positions in Grupo Kaltex, S.A. de C.V.

SantiagoAntonio Cosío Pando
Director

Born:1973

Director and Member of the Operations in Puerto Rico and the United States of America Committee

First elected:

Term expires:

Principal occupation:

Business experience:

2008

2015

President of Grupo Pando, S.A. de C.V.

Various positions in Grupo Pando, S.A. de C.V.

Arturo Elías AyubBorn:

Born:1966

Director and Member of the Operations in Puerto Rico and the United States of America Committee

First elected:

Term expires:

Principal occupation:

1968

2015

2016

Chief Executive Officer of Grupo Hotelero las Brisas and General Manager of Compañía Industrial Tepeji del Río, S.A. de C.V.

Other directorships:Director of Grupo Financiero Inbursa, Grupo Carso, Grupo Sanborns, Corporación Actinver S.A.B. de C.V., Corporación Moctezuma S.A.B. de C.V., certain subsidiaries of Kimberly Clark de Mexico, S.A.B. de C.V. and alternate director of Telmex
Business experience:Various positions in Grupo Hotelero las Brisas and Compañía Industrial Tepeji del Río, S.A. de C.V.

Arturo Elías Ayub
Director

Born:

First elected: Term expires: Principal occupation:

1966

2011

20152016

Head of Strategic Alliances, Communications and Institutional Relations of Telmex; Chief Executive Officer of Fundación Telmex

Other directorships:Chairman of the Board of Publicidad y Contenido Editorial, S.A. de C.V., Director of Grupo Sanborns, S.A.B. de C.V., Grupo Carso, S.A.B. de C.V., Sears Operadora México, S.A. de C.V. and TM&MS LLC
Business experience:Chief Executive Officer of Sociedad Comercial Cadena, President of Pastelería Francesa (El Globo) and President of Club Universidad Nacional, A.C.

Oscar Von Hauske Solís
Director

Born:

1957

Director and Member of the Operations in Puerto Rico and the United States of America Committee

First elected:

Term expires:

Principal occupation:

1957

2011

20152016

Principal occupation:Chief Fixed-line Operations Officer of América Móvil

Other directorships:Director of Telmex, Telmex Internacional, Embratel Participações, Net Serviços.Claro Brasil. Member Telekom Austria’s and KPN’s Supervisory Boards.Boards
Business experience:Chief Executive Officer of Telmex Internacional and Chief Systems and Telecommunications Operators Officer of Telmex

Louis C. Camilleri
Director

Born:

1955

Director and Member of the Operations in Puerto Rico and the United States of America Committee

First elected:

Term expires:

Principal occupation:

1955

2011

20152016

Chief Executive Officer of Philip Morris International

Other directorships:Chairman of the Board of Philip Morris International
Business experience:Chairman and Chief Executive Officer of Altria and various positions in Philip Morris International

Directors elected by holders of Series L Shares:

Directors elected by holders of Series L Shares:

Pablo Roberto González Guajardo

Born:1967


Director and Member of the Audit and Corporate Practices Committee and the Operations in Puerto Rico and the United States of America

Born:

First elected:

Term expires:

Principal occupation:

1967

2007

20152016

Chief Executive Officer of Kimberly Clark de Mexico, S.A.B. de C.V.

Committee

Other directorships:Director of Kimberly Clark de Mexico, S.A.B. de C.V., Acciones y Valores Banamex, S.A., Casa de Bolsa, GE International México, S. de R. L. de C. V., Sistema Integral de Abasto Rural, S.A.P.I de C.V., Grupo Sanborns, S.A.B. de C.V. and Grupo LaLa,Lala, S.A.B. de C.V.
Business experience:Various positions in the Kimberly Clark Corporation and Kimberly Clark de México, S.A.B. de C.V.

David Ibarra Muñoz
Director

Born:

1930

Director and Member of the Operations in Puerto Rico and the United States of America

First elected:

Term expires:

Principal occupation:

1930

2000

20152016

RetiredRetired.

Committee

Other directorships:Director of Grupo Financiero Inbursa, S.A.B. de C.V., Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V.IDEAL, and Grupo Carso S.A.B. de C.V.
Business experience:Chief Executive Officer of Nacional Financiera, S.N.C., served in the Mexican Ministry of Finance and Public Credit ((Secretaría de Hacienda y Crédito Público)blico)

The annual general shareholders’ meeting held on April 28, 2014,30, 2015, determined that the following directors are independent: Messrs. Ernesto Vega Velasco, Carlos Bremer Gutiérrez, Pablo Roberto González Guajardo, David Ibarra Muñoz, SantiagoAntonio Cosío Pando, Louis C. Camilleri and Rafael Moisés Kalach Mizrahi.

María José Pérez Simon Carrera serves as alternate director of Juan Antonio Pérez Simón and was reelected for a one-year term at the annual ordinary general shareholders’ meeting held on April 28, 2014.30, 2015.

Alejandro Cantú Jiménez, our General Counsel, serves as Corporate Secretary and Rafael Robles Miaja as Corporate Pro-Secretary.

Daniel Hajj Aboumrad and Arturo Elías Ayub are sons-in-law of Carlos Slim Helú and brothers-in-law of Patrick Slim Domit and Carlos Slim Domit. Patrick Slim Domit and Carlos Slim Domit are sons of Carlos Slim Helú. María José Pérez Simón Carrera is the daughter of Juan Antonio Pérez Simón.

Two members of our Board of Directors are nominated by AT&T, Inc. (“AT&T”), pursuant to a shareholders agreement with our Mexican controlling shareholders. See “Major Shareholders” under Item 7. Jeffery Scott McElfresh and Michael J. Viola were nominated by AT&T.

Executive Committee

Our bylaws provide that the Executive Committee may generally exercise the powers of the Board of Directors, with certain exceptions. In addition, the Board of Directors is required to consult the Executive Committee before deciding on certain matters set forth in the bylaws, and the Executive Committee must provide its views within ten calendar days following a request from the Board of Directors, the Chief Executive Officer or the Chairman of the Board of Directors. If the Executive Committee is unable to make a recommendation within ten calendar days or if a majority of the Board of Directors or any other corporate body duly acting within its mandate determines in good faith that action cannot be deferred until the Executive Committee makes a recommendation, the Board of Directors is authorized to act without such recommendation. The Executive Committee may not delegate its powers to special delegates or attorneys-in-fact.

The Executive Committee is elected from among the directors and alternate directors by a majority vote of the holders of common shares (AA Shares and A Shares). The Executive Committee is currently comprised of fourthree members. The majority of its members must be Mexican citizens and elected by Mexican shareholders. Three members of the Executive Committee are namedwere appointed by our Mexican controlling shareholders and one member by AT&T.shareholders. See “Major Shareholders” under Item 7. The current members of the Executive Committee are Messrs. Carlos Slim Domit, Patrick Slim Domit and Daniel Hajj Aboumrad, namedappointed by the Mexican controlling shareholders, and Jeffery Scott McElfresh, named by AT&T.shareholders.

Audit and Corporate Practices Committee

Our Audit and Corporate Practices Committee is comprised of independent members of the Board of Directors. The Audit and Corporate Practices Committee consists of Messrs. Ernesto Vega Velasco (Chairman), Rafael Moisés Kalach Mizrahi, Pablo Roberto González Guajardo and Carlos Bremer Gutiérrez.

The mandate of the Audit and Corporate Practices Committee is to assist our Board of Directors in overseeing our operations, establish and monitor procedures and controls in order to ensure that the financial information we distribute is useful, appropriate and reliable and accurately reflects our financial position. In particular, the Audit and Corporate Practices Committee is required to, among other things:

 

provide opinions to the Board of Directors on certain matters as provided by the Mexican Securities Market Law;

 

call shareholders meetings and recommend inclusion of matters it deems appropriate on the agenda;

 

inform the Board of Directors of our internal controls and their adequacy;

 

select our auditors, review and pre-approve the scope and terms of their engagement, and determine their compensation;

 

monitor the performance of our auditors and re-evaluate the terms of their engagement;

 

recommend procedures for preparing financial statements and internal controls;

 

monitor internal controls and accounting for specified types of matters;

 

propose procedures for the preparation of financial statements for internal use that are consistent with the published financial statements;

 

assist the Board of Directors in preparing reports as provided by the Mexican Securities Market Law;

discuss with our auditors the annual financial statements and the accounting principles being applied in the annual and the interim financial statements and, based on such discussions, recommend their approval to the Board of Directors;

 

resolve disagreements between our management and auditors relating to our financial statements;

 

request the opinion of independent experts, when deemed appropriate or when required by law;

 

approve services to be provided by our auditors or establish policies and procedures for thepre-approval of services by our auditors;

 

obtain from our auditors a report that includes a discussion of critical accounting policies used by the Company,us, any alternative accounting treatments for material items that have been discussed by management with our auditor, and any other written communications between our auditors and management;

 

report to the Board of Directors on its activities;

 

develop procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, including for the confidential submission of concerns regarding such matters by employees;

 

evaluate the performance of the external auditors;

 

review and discuss theour financial statements of the Company and advise the Board of Directors of the committee’s recommendations for approval of such financial statements;

 

receive and analyze recommendations and observations to its functions from shareholders, members of the Board of Directors and senior management, and the authority to act upon such recommendations and observations;

recommend to the Board of Directors procedures for the selection and succession of our Chief Executive Officer and our other principal executives;

 

propose criteria for evaluating executive performance;

 

analyze the proposals of the Chief Executive Officer concerning the structure and amount of compensation for our senior executives and raise them with the Board of Directors;

 

review new executive compensation programs and the operations of existing programs;

 

establish contracting practices to avoid excessive payments to executives;

 

assist the Board of Directors in developing appropriate personnel policies;

 

participate with the Board of Directors in developing a plan for employees to invest in our L Shares and review the implementation of such plan; and

 

perform any other functions the Board of Directors may delegate to the Audit and Corporate Practices Committee.

Under certain circumstances specified in our bylaws, the Audit and Corporate Practices Committee is required to provide its opinion to the Board of Directors. The Company is required to make public disclosure of any Board action that is inconsistent with the opinion of the Audit and Corporate Practices Committee.

In addition, pursuant to our bylaws, the Audit and Corporate Practices Committee is in charge of our corporate governance functions under the Mexican securities laws and regulations and is required to submit an annual report to the Board of Directors with

respect to our corporate and audit practices. The Audit and Corporate Practices Committee must request the opinions of our executive officers for purposes of preparing this annual report. The Board of Directors must seek the opinion of the Audit and Corporate Practices Committee regarding any transaction with a related party that is outside the ordinary course of our business as defined under the Mexican Securities Market Law. Each member of the Audit and Corporate Practices Committee is independent, as determined by our shareholders pursuant to the Mexican Securities Market Law and as defined under Rule 10A-3 under the Exchange Act.

Operations in Puerto Rico and the United States of America Committee

The Operations in Puerto Rico and the United States of America Committee consists of all the members of the Board of Directors except for Messrs. Jeffery Scott McElfresh and Michael J. Viola. The mandate of the Operations in Puerto Rico and the United States of America Committee is to act in the name and on behalf of the Company’s Board of Directors in respect of (i) the Company’s Puerto Rican subsidiary, Telpri (including its subsidiaries); (ii) the Company’s U.S. subsidiaries, TracFone (including its subsidiaries), Telmex USA (including its subsidiaries), and Sección Amarilla (including its subsidiaries); and (iii) any other subsidiary and/or affiliate that the Company may acquire in the future which directly and/or indirectly participates in the same markets in which AT&T, Inc. (directly or through its subsidiaries) currently participates in the United States of America and Puerto Rico. To perform this function, the Committee may rely on the internal structures of the Company and its subsidiaries.

Senior Management

The names, responsibilities and prior business experience of our senior officers are as follows:

 

Daniel Hajj Aboumrad

Appointed:2000


Chief Executive Officer

Appointed: Business experience:

2000

Director of Telmex, Chief Executive Officer of Compañía Hulera Euzkadi, S.A. de C.V.

Carlos José García
Moreno Elizondo

Appointed:2001


Chief Financial Officer

Appointed:

Business experience:

2001

General Director of Public Credit at the Secretaría de Hacienda y Crédito Público, Managing Director of UBS Warburg, Associate Director of Financing at Petróleos Mexicanos (Pemex)

Alejandro Cantú Jiménez

Appointed:2001


General Counsel

Appointed:

Business experience:

2001

Attorney at Mijares, Angoitia, Cortés y Fuentes, S.C.

Oscar Von Hauske Solís

Appointed:2010


Chief Fixed-line

Operations Officer

Appointed:

Business experience:

2010

Chief Executive Officer of Telmex Internacional, Chief Systems and Telecommunications Officer of Telmex, Head of Finance at Grupo Condumex, S.A. de C.V., and Director of Telmex, Telmex Internacional, Embratel, Participacoes, and Net Servicos.Serviços. Member of Telekom Austria’s and KPN’s Supervisory Boards.Boards

Angel Alija Guerrero

Appointed:2012


Chief Wireless

Operations Officer

Appointed: Business experience:

2012

Various positions in América Móvil, S.A.B. de C.V.

Compensation of Directors and Senior Management

The aggregate compensation paid to our directors (including compensation paid to members of our Audit and Corporate Practices Committee) and senior management in 20132014 was approximately Ps.7.0Ps.5.5 million and Ps.62.7Ps.77 million, respectively. None of our directors is a party to any contract with us or any of our subsidiaries that provides for benefits upon termination of employment. We do not provide pension, retirement or similar benefits to our directors in their capacity as directors. Our executive officers are eligible for retirement and severance benefits required by Mexican law on the same terms as all other employees, and we do not separately set aside, accrue or determine the amount of our costs that is attributable to executive officers.

Share Ownership of Directors and Senior Management

Carlos Slim Domit, Chairman of our Board of Directors, holds 647 million (or 2.8%) of our AA Shares and 1,567 million (or 3.6%) of our L Shares directly. Patrick Slim Domit, co-chairmanVice Chairman of our Board of Directors, holds 323 million (or 1.4%) of our AA Shares and 859 million (or 1.9%) of our L Shares directly. Carlos Slim Domit, co-chairman of our Board of Directors, holds 647 million (or 2.8%) of our AA Shares and 1,567 million (or 3.4%) of our L Shares directly. In addition, according to beneficial ownership reports filed with the SEC, Patrick Slim Domit and Carlos Slim Domit are beneficiaries of a trust that owns shares of the Company. See “Major Shareholders” under Item 7 and “Bylaws—Share Capital” under Item 10.

Except as described above, according to information provided to us by our directors and members of senior management, none of our directors or executive officers is the beneficial owner of more than 1%1.0% of any class of our capital stock.

EMPLOYEES

The following table sets forth the number of employees and breakdown of employees by main category of activity and geographic location as of the end of each year in the three-year period ended December 31, 2013:2014:

 

  December 31,   December 31, 
  2011   2012   2013   2012   2013   2014 

Number of employees

   160,647     169,143     173,174     169,143     173,174     191,156  

Category of activity:

            

Wireless

   51,114     54,794     59,146     54,794     58,416     75,846  

Fixed

   107,580     103,925     104,118     103,925     104,848     103,577  

Other

   1,953     10,424     9,910     10,424     9,910     11,733  

Geographic location:

            

Mexico

   74,167     82,262     82,245     82,262     82,245     83,484  

South America

   67,441     66,776     71,137     66,776     71,137     71,596  

Central America

   8,486     9,241     9,233     9,241     9,233     9,319  

Caribbean

   9,820     10,074     9,755     10,074     9,755     9,666  

United States

   733     790     804     790     804     849  

Europe

   —       —       16,242(1) 

(1)We began consolidating Telekom Austria from July 1, 2014.

Many of our employees are members of labor unions, with which we conduct collective negotiations on wages, benefits and working conditions. We believe that we have good current relations with our workforce.

Item 7.Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

The following table sets forth our capital structure as of March 31, 2014.2015.

 

Series

  Number of
Shares
(millions)
   Percent of
Capital
 Combined
A Shares
and AA
Shares(*)
   Number of
Shares
(millions)
   Percent of
Capital
 Combined
A Shares
and AA
Shares(*)
 

L Shares (no par value)

   45,488     65.4  —       44,120     64.4  —    

AA Shares (no par value)

   23,424     33.7 97.1   23,384     34.6 97.3

A Shares (no par value)

   677     0.9 2.9   641     1.0 2.7
  

 

   

 

  

 

   

 

   

 

  

 

 

Total

   69,589     100.0  100.0 67,526   100.0 100.0
  

 

   

 

  

 

   

 

   

 

  

 

 

 

(*)The AA Shares and A Shares of AMX, together, are entitled to elect together a majority of our directors. Holders of L Shares are entitled to limited voting rights under our bylaws. See “Bylaws—Voting Rights” under Item 10.

According to reports of beneficial ownership of our shares filed with the SEC, the Slim Family may be deemed to control us through their interests in a Mexican trust that holds AA Shares and L Shares for their benefit (the “Family Trust”), their interest in Inmobiliaria Carso, including its subsidiary CEC, and Grupo Financiero Inbursa, and their direct ownership of our shares. See “Directors” and “Executive Committee” under Item 6 and “Related Party Transactions” under this Item 7.

The following table identifies each owner of more than 5%5.0% of any series of our shares as of March 31, 2014.2015. Except as described in the table below and the accompanying notes, we are not aware of any holder of more than 5%5.0% of any series of our shares. Figures below do not include the total number of L Shares that would be held by each shareholder upon conversion of AA Shares or A Shares, as provided for under our bylaws. See “Bylaws—Share Capital” under Item 10.

 

Shareholder

  Shares
Owned
(millions)
   Percent
of
Class
   Shares
Owned
(millions)
   Percent
of
Class(1)
 

AA Shares:

        

Family Trust(1)

   10,894     46.5

AT&T Inc.(2)

   5,739     24.5

Carlos Slim Helú(1)

   1,879     8.0

Family Trust(2)

   10,894     46.5

Inmobiliaria Carso(3)

   1,392     5.9   7,132     30.4

Carlos Slim Helú(2)

   1,879     8.0

L Shares:

        

Family Trust(1)

   5,998     13.0

Family Trust(2)

   5,998     13.8

Carlos Slim Helú(2)

   3,072     7.0

BlackRock, Inc.(4)

   3,093     6.7   2,560     5.9

Carlos Slim Helú(1)

   3,072     6.7

Inmobiliaria Carso(3)

   2,457     5.6

 

(1)Percentage figures are based on the number of shares outstanding as of March 31, 2015.
(2)The Family Trust is a Mexican trust whichthat holds AA Shares and L Shares for the benefit of the members of the Slim Family. In addition to shares held by the Family Trust, members of the Slim Family, including Carlos Slim Helú, directly own an aggregate of 3,558 million AA Shares and 9,570 million L Shares representing 15.2% and 20.8%22.0%, respectively, of each series. According to beneficial ownership reports filed with the SEC, none of these members of the Slim Family, other than Carlos Slim Hélu, individually directly own more than 5%5.0% of any class of our shares. Percentage figures are based on the number of shares outstanding as of the date of the most recently filed beneficial ownership report prior to March 31, 2014.
(2)Based on beneficial ownership reports filed with the SEC. AT&T also owned approximately 73 million L Shares. In accordance with Mexican law and our bylaws, AT&T holds its AA Shares and L Shares through a Mexican trust. See “Bylaws—Limitations on Share Ownership” under Item 10. Percentage figures are based on the number of shares outstanding as of the date of the most recently filed beneficial ownership report prior to March 31, 2014.

(3)Includes shares owned by subsidiaries of Inmobiliaria Carso. Based on beneficial ownership reports filed with the SEC, Inmobiliaria Carso S.A. de C.V. is asociedad anónima de capital variable organized under the laws of Mexico and may be deemed to be controlled indirectly by the Slim Family. Percentage figures are based on the number of shares outstanding as of the date of the most recently filed beneficial ownership report prior to March 31, 2014.
(4)Based on beneficial ownership reports filed with the SEC. Percentage figures are based on the number of shares outstanding as of the date of the most recently filed beneficial ownership report prior to March 31, 2014.

The Family Trust is party to an agreement dated February 28, 2011 (the “Shareholders Agreement”) with

On June 30, 2014, AT&T International, Inc. (“AT&TI”), which is a subsidiary of AT&T, Inc.divested all of its interest in our capital stock in order to facilitate its acquisition of DirecTV. Inmobiliaria Carso, S.A. de C.V. (“Inmobiliaria Carso”) and its subsidiary Control Empresarial de Capitales, S.A. de C.V., both of which are our shareholders, acquired 5,739,341,928 AA shares, representing 8.27% of our capital stock and 23.81% of our voting stock, and 72,822,656 L shares, representing 0.1% of our capital stock and 0.0% of our voting stock, from AT&T. Upon consummation of this transaction AT&T ceased to be our shareholder.

The Family Trust was party to shareholders agreement with AT&TI and the trust through which AT&TI owns&T International owned AA Shares. The Shareholders Agreement governsshareholders agreement governed the ownership and voting of any AA Shares owned from time to time by the Family Trust and AT&TI. The Shareholders Agreement subjects certain transfers of AA Shares by either party to a right of first offer in favor of the other party&T International, and in the event the Family Trust sells a majority of its AA Shares to a third party (i) givesgave AT&TI the right to sell the same portion of its AA Shares to such third-party in connection with the sale of such AA Shares of the Family Trust and (ii) gives the Family Trust the right to require AT&TI to sell the same portion of its AA Shares to such third party as the Family Trust is selling to such third party. These rights do not apply to the conversion of AA Shares to L Shares, as permitted by our bylaws, or the subsequent transfer of L Shares. The agreement also gives AT&TI&T International the right to nominate two candidates to our Board of Directors and to appoint one member to our Executive Committee. The shareholders agreement was terminated on June 27, 2014.

As of March 31, 2014, 20.3%2015, 19.5% of the outstanding L Shares were represented by L Share ADSs, each representing the right to receive 20 L Shares, and 99.3% of the L Share ADSs were held by 9,6129,033 registered holders with addresses in the United States. As of such date, 32.5%31.0% of the A Shares were held in the form of A Share ADSs, each representing the right to receive 20 A Shares, and 99.6% of the A Share ADSs were held by 4,1944,003 registered holders with addresses in the United States. Each A Share may be exchanged at the option of the holder for one L Share.

We have no information concerning holders with registered addresses in the United States that hold:

 

AA Shares;

 

A Shares not represented by ADSs; or

 

L Shares not represented by ADSs.

RELATED PARTY TRANSACTIONS

We receive consulting services from AT&T, which is one of our major shareholders, pursuant to a management services agreement and amendments covering successive periods. The most recent amendment covered 2013, and we expect to agree on an amendment covering 2014. We paid U.S.$10 million in 2013 and U.S.$10 million in 2012, respectively, to AT&T in compensation for its services. We also have agreements with AT&TI and its affiliates that provide for the completion of calls in our respective countries of operation, and our subsidiary TracFone purchases airtime from AT&T.

Our subsidiaries purchase materials or services from a variety of companies that may be deemed for certain purposes to be under common control with us, including Grupo Carso and Grupo Financiero Inbursa and their respective subsidiaries. These services include insurance and banking services provided by Grupo Financiero Inbursa and its subsidiaries. In addition, we sell products in Mexico through the Sanborns and Sears store chains. Some of our subsidiaries also purchase network construction services and materials from subsidiaries of Grupo Carso. Our subsidiaries purchase these materials and services on terms no less favorable than they could obtain from unaffiliated parties, and would have access to other sources if our related parties ceased to provide them on competitive terms.

In November 2010, we entered into a revolving credit agreement with Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, which may be deemed for certain purposes to be under common control with us. The agreement provides a line of credit to us or our subsidiaries for up to U.S.$400 million, of which no drawings are outstanding.

In March 2014, we purchased shares representing 3.1% of the outstanding shares of Telekom Austria from Inmobiliaria Carso, and Control Empresarial de Capitales, S.A. de C.V, which may be deemed for certain purposes to be under common control with us.

Note 186 to our audited consolidated financial statements included in this annual report provides additional information about our related party transactions.

AT&T was one of our major shareholders through June 27, 2014. We received consulting services from AT&T, pursuant to a management services agreement and amendments covering successive periods, until such agreeement was terminated on May 22, 2014. We paid U.S.$3.8 million in 2014 and U.S.$10 million in 2013, respectively, to AT&T in compensation for its services.

Item 8.Financial Information

See “Financial Statements” under Item 18 and pages F-1 through F-105.F-135.

DIVIDENDS

We regularly pay cash dividends on our shares. The table below sets forth the nominal amount of dividends paid per share on each date indicated, in pesos and translated into U.S. dollars at the exchange rate on each of the respective payment dates. The figures presented below, for all periods, have been adjusted to reflect the two-for-one stock split effected in 2011.

 

Payment Date

  Pesos per Share   Dollars per
Share
   Pesos per Share   Dollars per
Share
 

November 14, 2014

  Ps.0.12    U.S.$0.0082  

July 18, 2014

  Ps.0.12    U.S.$0.0082  

November 15, 2013

  Ps.0.11    U.S.$0.0084    Ps.0.11    U.S.$0.0084  

July 19, 2013

  Ps.0.11    U.S.$0.0084    Ps. 0.11    U.S.$0.0084  

November 16, 2012

  Ps.0.10    U.S.$0.0077    Ps.0.10    U.S.$0.0077  

July 20, 2012

  Ps.0.10    U.S.$0.0077    Ps.0.10    U.S.$0.0077  

November 18, 2011

  Ps.0.09    U.S.$0.0065  

July 22, 2011

  Ps.0.09    U.S.$0.0077  

In April 2014,2015, our shareholders approved a dividend of Ps.0.24Ps.0.26 per share, payable in two equal installments in July and November 2014.2015, and an extraordinary dividend of Ps.0.30 per share, payable in one installment in September 2015. The declaration, amount and payment of dividends by América Móvil is determined by majority vote of the holders of AA Shares and A Shares, generally on the recommendation of the Board of Directors, and depends on our results of operations, financial condition, cash requirements, future prospects and other factors considered relevant by the holders of AA Shares and A Shares.

Our bylaws provide that holders of AA Shares, A Shares and L Shares participate equally on a per-share basis in dividend payments and other distributions, subject to certain preferential dividend rights of holders of L Shares. See “Bylaws—Dividend Rights” and “Bylaws—Preferential Rights of L Shares” under Item 10.

LEGAL PROCEEDINGS

In each of the countries in which we operate, we are party to various legal proceedings in the ordinary course of business. These proceedings include tax, labor, antitrust, contractual matters and administrative and judicial proceedings concerning regulatory matters such as interconnection and tariffs. We are party to a number of proceedings regarding our compliance with administrative rules and regulations and concession standards.

Our material legal proceedings are described in Note 1720 to our audited consolidated financial statements included in this annual report and in “Recent Developments” and “Regulation” under Item 4, and those descriptions are incorporated by reference under this Item.

Item 9.The Offer and Listing

TRADING MARKETS

Our shares and ADSs are listed or quoted on the following markets:

 

L Shares

  Mexican Stock Exchange—Mexico City, Mercado de Valores Latinoamericanos en Euros (Latibex)—Madrid

L Share ADSs

  New York Stock Exchange—New York

A Shares

  Mexican Stock Exchange—Mexico City

A Share ADSs

  NASDAQ National Market—New York

The following table sets forth reported high and low sales prices for the L Shares on the Mexican Stock Exchange and the reported high and low sales prices for the L Share ADSs on the NYSE. Prices for all periods have been adjusted to reflect the two-for-one stock split effected in June 2011.

 

  Mexican Stock
Exchange
   NYSE   Mexican Stock
Exchange
   NYSE 
      High           Low           High           Low       High   Low   High   Low 
  (pesos per L Share)   (U.S. dollars per L Share ADS)   (pesos per L Share)   (U.S. dollars per L Share ADS) 

Annual highs and lows

                

2009

  Ps.16.00    Ps.9.16    U.S.$24.85    U.S.$11.83  

2010

   18.15     13.84     29.74     21.47    Ps.18.15    Ps.13.84    U.S.$29.74    U.S.$21.47  

2011

   19.09     13.67     26.42     21.10     19.09     13.67     26.42     21.10  

2012

   18.35     14.79     28.28     22.19     18.35     14.79     28.28     22.19  

2013

   16.19     11.60     25.62     18.47     16.19     11.60     25.62     18.47  

2014

   17.51     12.43     26.38     19.17  

Quarterly highs and lows

                

2012:

        

First quarter

  Ps.15.99    Ps.14.79    U.S.$24.83    U.S.$22.19  

Second quarter

   18.35     15.49     28.25     22.72  

Third quarter

   18.02     16.24     27.51     25.06  

Fourth quarter

   16.96     14.81     26.54     22.77  

2013:

                

First quarter

  Ps.16.19    Ps.11.60    U.S.$25.51    U.S.$18.51    Ps.16.19    Ps.11.60    U.S.$25.51    U.S.$18.51  

Second quarter

   14.13     12.24     21.85     18.68     14.13     12.24     21.85     18.68  

Third quarter

   14.27     12.74     22.30     19.24     14.27     12.74     22.30     19.24  

Fourth quarter

   15.35     12.93     23.51     19.56     15.35     12.93     23.51     19.56  

2014:

                

First quarter

  Ps.14.86    Ps.12.68    U.S.$22.79    U.S.$19.21    Ps.15.22    Ps.12.65    U.S.$23.37    U.S.$19.17  

Second quarter

   13.52     12.43     20.80     19.33  

Third quarter

   17.51     13.43     26.38     20.72  

Fourth quarter

   16.83     15.05     25.04     20.39  

2015:

        

First quarter

  Ps.16.37    Ps.15.20    U.S.$23.58    U.S.$19.52  

Monthly highs and lows

                

2013:

        

2014:

        

October

  Ps.14.02    Ps.12.93    U.S.$21.75    U.S.$19.56    Ps.16.83    Ps.16.02    U.S.$25.04    U.S.$23.53  

November

   15.21     13.77     22.24     20.80     16.60     15.51     24.41     22.85  

December

   15.35     14.33     23.51     22.08     16.46     15.05     23.30     20.39  

2014:

        

2015:

        

January

  Ps.14.90    Ps.14.12    U.S.$22.65    U.S.$21.05    Ps.17.32    Ps.15.94    U.S.$23.58    U.S.$21.38  

February

   14.32     12.84     24.49     19.37     16.37     15.55     21.97     20.52  

March

   13.58     12.68     20.55     19.21     16.08     15.81     21.38     19.52  

April (through April 23)

   13.61     12.64     20.93     19.28  

April (through April 27)

   17.12     15.81     22.27     21.14  

 

Source: Bloomberg

The table below sets forth reported high and low sales prices for the A Shares on the Mexican Stock Exchange and the high and low bid prices for A Share ADSs published by NASDAQ. Bid prices published by NASDAQ for the A Share ADSs are inter-dealer quotations and may not reflect actual transactions. Prices for all periods have been adjusted to reflect the two-for-one stock split effected in June 2011.

 

  Mexican Stock
Exchange
   NASDAQ   Mexican Stock
Exchange
   NASDAQ 
      High           Low           High           Low       High   Low   High   Low 
  (pesos per A Share)   (U.S. dollars per A Share ADS)   (pesos per A Share)   (U.S. dollars per A Share ADS) 

Annual highs and lows

                

2009

  Ps.16.05    Ps.8.96    U.S.$24.74    U.S.$11.72  

2010

   18.00     14.00     29.84     21.51    Ps.18.00    Ps.14.00    U.S.$29.84    U.S.$21.51  

2011

   18.03     13.14     29.56     20.88     18.03     13.14     29.56     20.88  

2012

   18.46     14.01     28.08     21.33     18.46     14.01     28.08     21.33  

2013

   16.00     11.60     25.55     18.56     16.00     11.60     25.55     18.56  

2014

   17.61     12.50     26.46     19.16  

Quarterly highs and lows

                

2012:

        

First quarter

  Ps.16.01    Ps.14.71    U.S.$24.86    U.S.$21.33  

Second quarter

   18.07     15.30     28.08     22.74  

Third quarter

   18.46     16.20     27.43     24.29  

Fourth quarter

   17.00     14.01     26.60     22.66  

2013:

                

First quarter

  Ps.16.00    Ps.11.60    U.S.$25.55    U.S.$18.56    Ps.16.00    Ps.11.60    U.S.$25.55    U.S.$18.56  

Second quarter

   14.06     12.26     21.73     18.69     14.06     12.26     21.73     18.69  

Third quarter

   14.13     12.80     22.25     19.17     14.13     12.80     22.25     19.17  

Fourth quarter

   15.46     13.05     24.03     19.69     15.46     13.05     24.03     19.69  

2014:

        

First quarter

  Ps.15.58    Ps.12.53    U.S.$23.32    U.S.$19.16  

Second quarter

   13.50     12.50     20.80     19.26  

Third quarter

   17.61     13.40     26.46     20.61  

Fourth quarter

   16.80     15.02     25.05     20.33  

2014:

        

2015:

        

First quarter

  Ps.15.82    Ps.12.43    U.S.$22.65    U.S.$19.18    Ps.16.60    Ps.15.01    U.S.$23.52    U.S.$19.50  

Monthly highs and lows

                

2013:

        

2014:

        

October

  Ps.14.07    Ps.13.05    U.S.$21.73    U.S.$19.69    Ps.16.80    Ps.15.90    U.S.$25.05    U.S.$23.50  

November

   15.28     13.72     23.20     20.50     16.50     15.12     24.41     22.74  

December

   15.46     14.30     24.03     22.18     16.44     15.02     23.22     20.33  

2014:

        

2015:

        

January

  Ps.15.58    Ps.14.00    U.S.$22.59    U.S.$20.45    Ps.16.60    Ps.15.30    U.S.$23.52    U.S.$21.27  

February

   14.10     12.90     21.49     19.32     16.38     15.90     21.90     20.59  

March

   13.34     12.43     20.59     19.18     16.00     15.01     21.36     19.50  

April (through April 23)

   13.50     12.71     20.95     19.33  

April (through April 27)

   17.00     16.14     22.02     21.14  

 

Source: Bloomberg

Item 10.Additional Information

BYLAWS

Set forth below is a brief summary of certain significant provisions in our bylaws and Mexican law. This description does not purport to be complete and is qualified by reference to our bylaws, which have been filed as an exhibit to this annual report. For a description of the provisions of our bylaws relating to our Board of Directors, Executive and Audit and Corporate Practices Committees and External Auditor, see “Directors, Senior Management and Employees” under Item 6.

Organization and Register

América Móvil is asociedad anónima bursátil de capital variable organized in Mexico under the Mexican General Corporations Law and the Mexican Securities Market Law. It was registered in the Public Registry of Commerce of Mexico City on October 13, 2000 under the number 263,770.

Corporate Purpose

Our main corporate purpose, as set out in Article Three of our bylaws, is to promote, incorporate, organize, exploit, acquire and participate in the capital stock or assets of all types of civil or commercial companies, partnerships and industrial, commercial, service or other entities, whether domestic or foreign, and to participate in the management or liquidation thereof.

Share Capital

Our capital stock comprises AA Shares, without par value, A Shares, without par value and L Shares, without par value. All of the outstanding shares are fully paid and non-assessable.

AA Shares and A Shares have full voting rights. Holders of L Shares may vote only in limited circumstances as described under “Voting Rights” under this Item 10. The rights of holders of all series of capital stock are identical except for the voting rights and the limitations on non-Mexican ownership of AA Shares. The AA Shares, which must always represent at least 51%51.0% of the combined AA Shares and A Shares, may be owned only by holders that qualify as Mexican investors as defined in the Foreign Investment Law (Ley de Inversión Extranjera) and our bylaws. See “—Limitations on Share Ownership” under this Item 10.

Each AA Share or A Share may be exchanged at the option of the holder for one L Share, provided that the AA Shares may never represent less than 20%20.0% of our outstanding capital stock or less than 51%51.0% of our combined AA Shares and A Shares.

On April 27, 2011, our shareholders approved a two-for-one stock split which became effective in June 2011.

Voting Rights

Each AA Share and A Share entitles the holder thereof to one vote at any meeting of our shareholders. Each L Share entitles the holder to one vote at any meeting at which holders of L Shares are entitled to vote. Holders of L Shares are entitled to vote to elect only two members of the Board of Directors and the corresponding alternate directors, as well as on the following matters:

 

theour transformation of América Móvil from one type of company to another;

 

any merger of América Móvil;involving us;

 

the extension of our authorized corporate life;

our voluntary dissolution;

 

any change in our corporate purpose;

 

any transaction that represents 20%20.0% or more of the Company’s consolidated assets;

any change in our state of incorporation;

 

removal of our shares from listing on the Mexican Stock Exchange or any foreign stock exchange; and

 

any action that would prejudice the rights of holders of L Shares.

A resolution on any of the specified matters requires the affirmative vote of both a majority of all outstanding shares and a majority of the AA Shares and the A Shares voting together.

Under Mexican law, holders of shares of any series are also entitled to vote as a class on any action that would prejudice the rights of holders of shares of such series, and a holder of shares of such series would be entitled to judicial relief against any such action taken without such a vote. There are no other procedures for determining whether a proposed shareholder action requires a class vote, and Mexican law does not provide extensive guidance on the criteria to be applied in making such a determination.

Shareholders’ Meetings

General shareholders’ meetings may be ordinary meetings or extraordinary meetings. Extraordinary general meetings are those called to consider certain matters specified in Article 182 of the Mexican General Corporations Law, including, principally, amendments of the bylaws, liquidation, merger and transformation from one type of company to another, as well as to consider the removal of our shares from listing on the Mexican Stock Exchange or any foreign stock exchange. General meetings called to consider all other matters are ordinary meetings. The two directors elected by the holders of L Shares are elected at a special meeting of holders of L Shares. All other matters on which holders of L Shares are entitled to vote would be considered at an extraordinary general meeting.

A special meeting of the holders of L Shares must be held each year for the election or reelection of directors. An ordinary general meeting of the holders of AA Shares and A Shares must be held each year to consider the approval of the financial statements for the preceding fiscal year, to elect or reelect directors and to determine the allocation of the profits of the preceding year. Transactions that represent 20%20.0% or more of our consolidated assets in any fiscal year must be approved by an ordinary general shareholder meeting of all shareholders, including holders of L Shares.

The quorum for an ordinary general meeting of the AA Shares and A Shares is 50%50.0% of such shares, and action may be taken by a majority of the shares present. If a quorum is not available, a second meeting may be called at which action may be taken by a majority of the AA Shares and A Shares present, regardless of the number of such shares. Special meetings of holders of L Shares are governed by the same rules applicable to ordinary general meetings of holders of AA Shares and A Shares. The quorum for an extraordinary general meeting at which holders of L Shares may not vote is 75%75.0% of the AA Shares and A Shares, and the quorum for an extraordinary general meeting at which holders of L Shares are entitled to vote is 75%75.0% of the outstanding capital stock. If a quorum is not available in either case, a second meeting may be called and action may be taken, provided a majority of the shares entitled to vote is present. Whether on first or second call, actions at an extraordinary general meeting may be taken by a majority vote of the AA Shares and A Shares outstanding and, on matters which holders of L Shares are entitled to vote, a majority vote of all the capital stock.

Holders of 20%20.0% of our outstanding capital stock may have any shareholder action set aside by filing a complaint with a court of law within 15 days after the close of the meeting at which such action was taken and showing that the challenged action violates Mexican law or our bylaws. In addition, any holder of our capital stock may bring an action at any time within five years challenging any shareholder action. Relief under these provisions is only available to holders:

 

who were entitled to vote on, or whose rights as shareholders were adversely affected by, the challenged shareholder action; and

 

whose shares were not represented when the action was taken or, if represented, were voted against it.

Shareholders’ meetings may be called by the Board of Directors, its chairman, its corporate secretary, the Chairman of the Audit and Corporate Practices Committee or a court. The Chairman of the Board of Directors or the Chairman of the Audit and Corporate Practices Committee may be required to call a meeting of shareholders by the holders of 10%10.0% of the outstanding capital stock. Notice of meetings must be published in the Official Gazette or a newspaper of general circulation in Mexico City at least 15 days prior to the meeting.

Under our bylaws, a shareholder is required to deposit its shares with a custodian in order to attend a shareholders’ meeting. A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to attend shareholders’ meetings. A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with procedures provided for in the deposit agreements, butagreements. However, a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so.

Dividend Rights

At the annual ordinary general meeting of holders of AA Shares and A Shares, the Board of Directors submits our financial statements for the previous fiscal year, together with a report thereon by the Board, to the holders of AA Shares and A Shares for approval. The holders of AA Shares and A Shares, once they have approved the financial statements, determine the allocation of our net profits for the preceding year. They are required by law to allocate 5%5.0% of such net profits to a legal reserve, which is not thereafter available for distribution except as a stock dividend, until the amount of the legal reserve equals 20%20.0% of our capital stock. The remainder of net profits is available for distribution.

All shares outstanding at the time a dividend or other distribution is declared are entitled to participate in such dividend or other distribution, subject to certain preferential rights of the L Shares. See “—Preferential Rights of L Shares” under this Item 10.

Preferential Rights of L Shares

Holders of L Shares are entitled to receive a cumulative preferred annual dividend of 0.00042 pesos per share before any dividends are payable in respect of any other class of América Móvil capital stock. If we pay dividends with respect to any fiscal year in addition to the L Share preferred dividend, such dividends must be allocated:

 

first, to the payment of dividends with respect to the A Share and AA Shares, in an equal amount per share, up to the amount of the L Share preferred dividend, and

 

second, to the payment of dividends with respect to all classes of América Móvil shares such that the dividend per share is equal.

Upon our liquidation, holders of L Shares will be entitled to a liquidation preference equal to:

 

accrued but unpaid L Share preferred dividends, plus

 

0.008330.00042 pesos per share (representing the capital attributable to such shares as set forth in our bylaws) before any distribution is made in respect of our other capital stock in accordance with Article 113 of the Mexican General Corporations Law.

Following payment in full of any such amount, holders of AA Shares and A Shares are entitled to receive, if available, an amount per share equal to the liquidation preference paid per L Share. Following payment in full of the foregoing amounts, all shareholders share equally, on a per-share basis, in any remaining amounts payable in respect of our capital stock.

Limitation on Capital Increases

Our bylaws require that any capital increase be represented by new shares of each series in proportion to the number of shares of each series outstanding.

Preemptive Rights

In the event of a capital increase, except in certain circumstances such as mergers, convertible debentures, public offers and placement of repurchased shares, a holder of existing shares of a given series has a preferential right to subscribe for a sufficient number of shares of the same series to maintain the holder’s existing proportionate holdings of shares of that series. Preemptive rights must be exercised within the next 15 calendar days following the publication of notice of the capital increase in the Official Gazette and a newspaper of general circulation in Mexico City. Under Mexican law, preemptive rights cannot be traded separately from the corresponding shares that give rise to such rights. As a result, there is no trading market for the rights in connection with a capital increase. Holders of ADSs may exercise preemptive rights only through the depositary. We are not required to take steps that may be necessary to make this possible.

Limitations on Share Ownership

Our bylaws provide that at least 20%20.0% of our capital stock must consist of AA Shares. Our bylaws also provide that A Shares and L Shares together cannot represent more than 80%80.0% of our capital stock. AA Shares can only be held or acquired by:

 

Mexican citizens;

 

Mexican corporations whose capital stock is held completely by Mexican citizens;

 

Mexican corporations in which at least 51%51.0% of the capital stock may only be held or acquired by (i) Mexican citizens or (ii) Mexican corporations;

 

Mexican credit and insurance companies;

 

  Mexican investment companies operating under the Investment Companies Law (Ley de Sociedades de Inversión) and Mexican institutional investors as defined in the Mexican Securities Market Law; and

 

Trusts expressly permitted to acquire AA Shares in accordance with Mexican law and in which (i) the majority of the trustee’s rights are held by Mexican citizens, corporations whose capital stock is held by Mexican citizens in its majority, and Mexican credit, insurance and investment companies, or (ii) the AA Shares controlled by the trust represent a minority of the outstanding AA Shares and are voted in the same manner as the majority of the outstanding AA Shares.

If foreign governments or states acquire our AA Shares, such shares would immediately be rendered without effect or value.

Non-Mexican investors cannot hold AA Shares except through trusts that effectively neutralize their votes. AT&T, Inc., one of our shareholders, holds its AA Shares through a trust that has been approved by relevant authorities in Mexico for this purpose.

Our bylaws were amended in 2010 to add a provision called a foreign exclusion clause. Under the foreign exclusion clause, ownership of América Móvilour shares is restricted to holders that qualify as Mexican investors

under Mexican law. The foreign exclusion clause does not apply to the L Shares, and under transitional provisions adopted by theour shareholders it does not limit foreign ownership of A Shares outstanding as of the date of the shareholders’ meeting approving the amendment.

Restrictions on Certain Transactions

Our bylaws provide that any transfer of more than 10%10.0% of the combined A Shares and AA Shares, effected in one or more transactions by any person or group of persons acting in concert, requires prior approval by our Board of Directors. If the Board of Directors denies such approval, however, Mexican law and our bylaws require it to designate an alternate transferee, who must pay market price for the shares as quoted on the Mexican Stock Exchange.

Restrictions on Deregistration in Mexico

Our shares are registered with the RNV maintained by the CNBV, as required under the Mexican Securities Market Law and regulations issued by the CNBV.

If we wish to cancel our registration, or if it is cancelled by the CNBV, we are required to conduct a public offer to purchase all the outstanding shares prior to such cancellation. Such offer shall be addressed exclusively to those persons other than the members of the controlling group of shareholders, who were shareholders or holders of other securities representing such shares (i) as of the date set forth by the CNBV, if the registration is cancelled by resolution thereof, or (ii) as of the date of the resolution adopted by the general extraordinary shareholders meeting, if the registration is cancelled voluntarily.

Our bylaws provide that if, after the public offer is concluded, there are still outstanding shares held by the general public, América Móvil will be required to create a trust for a period of six months, into which we will be required to contribute funds in an amount sufficient to purchase, at the same price as the offer price, the number of outstanding shares held by the general public that did not consent toparticipate in the offer.

Unless the CNBV authorizes otherwise, upon the prior approval of the Board of Directors, which must take into account the opinion of the audit and corporate practices committee, the offer price will be the higher of: (i) the average of the closing price during the previous 30 days on which the shares may have been quoted, or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the CNBV and to the Mexican Stock Exchange.

The voluntary cancellation of the registration shall be subject to (i) the prior authorization of the CNBV, and (ii) the authorization of not less than 95%95.0% of the outstanding capital stock in a general extraordinary shareholders’ meeting.

Tender Offer Requirement

Our bylaws provide that any purchasers or group of purchasers that obtain or increase a significant participation (i.e.(i.e., 30%30.0% or more) in our capital stock without conducting a previous public offer in accordance with the applicable rules issued by the CNBV, wouldwill not have the right to exercise the corporate rights of their shares and that we will not register such shares in the share registry book.

Other Provisions

Variable capital. We are permitted to issue shares constituting fixed capital and shares constituting variable capital. All of our outstanding shares of capital stock constitute fixed capital. The issuance of variable capital shares, unlike the issuance of fixed capital shares, does not require an amendment of the bylaws, although it does require a majority vote of the AA Shares and the A Shares.

Forfeiture of shares. As required by Mexican law, our bylaws provide that any non-Mexican person who at the time of incorporation or at any time thereafter acquires an interest or participation in our capital shall be considered, by virtue thereof, as Mexican in respect thereof and shall be deemed to have agreed not to invoke the protection of his own government, under penalty, in case of breach of such agreement, of forfeiture to the nation of such interest or participation. Under this provision a non-Mexican shareholder is deemed to have agreed not to invoke the protection of his own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the U.S. securities laws, with respect to its investment in América Móvil. If the shareholder invokes such governmental protection in violation of this agreement, its shares could be forfeited to the Mexican government. Mexican law requires that such a provision be included in the bylaws of all Mexican corporations unless such bylaws prohibit ownership of shares by non-Mexican persons.

Exclusive jurisdiction.jurisdiction. Our bylaws provide that legal actions relating to the execution, interpretation or performance of the bylaws shall be brought only in Mexican courts.

Duration. América Móvil’sOur existence under the bylaws continues indefinitely.

Purchase of our own shares. According to the bylaws, we may repurchase our shares on the Mexican Stock Exchange at any time at the then prevailing market price. Any such repurchase must conform to guidelines established by the Board of Directors, and the amount available to repurchase shares must be approved by the general ordinary shareholders’ meeting. The economic and voting rights corresponding to repurchased shares may not be exercised during the period in which we own such shares, and such shares are not deemed to be outstanding for purposes of calculating any quorum or vote at any shareholders’ meeting during such period.

Conflict of interest. A shareholder that votes on a business transaction in which its interest conflicts with América Móvil’sour interests may be liable for damages, but only if the transaction would not have been approved without its vote.

Appraisal rights. Whenever shareholders approve a change of corporate purposes, change of nationality of the corporation or transformation from one type of company to another, any shareholder entitled to vote on such change that has voted against it may withdraw from América Móvil and receive the book value attributable to its shares, provided it exercises its right within 15 days following the adjournment of the meeting at which the change was approved.

Rights of Shareholders

The protections afforded to minority shareholders under Mexican law are different from those in the United States and many other jurisdictions. The substantive law concerning fiduciary duties of directors has not been the subject of extensive judicial interpretation in Mexico, unlike many states in the United States where duties of care and loyalty elaborated by judicial decisions help to shape the rights of minority shareholders. Mexican civil procedure does not contemplate class actions, which permit shareholders in U.S. courts to bring actions on behalf of other shareholders. Shareholders cannot challenge corporate action taken at a shareholders’ meeting unless they meet certain procedural requirements, as described above under “Shareholders’ Meetings.”

As a result of these factors, in practice it may be more difficult for our minority shareholders to enforce rights against us or our directors or controlling shareholders than it would be for shareholders of a U.S. company.

In addition, under the U.S. securities laws, as a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers with equity securities registered under the Exchange Act, including the proxy solicitation rules and the rules requiring disclosure of share ownership by directors, officers and certain shareholders. We are also exempt from the corporate governance requirements of the NYSE and NASDAQ,

except that since July 2005 we are subject to the requirements concerning audit committees and independent directors adopted pursuant to the Sarbanes-Oxley Act of 2002. For a comparison of our corporate governance policies and the corporate governance requirements of the NYSE and NASDAQ, see Item 16G.

Enforceability of Civil Liabilities

América Móvil isWe are organized under the laws of Mexico, and most of our directors, officers and controlling persons reside outside the United States. In addition, all or a substantial portion of our assets and their assets are located in Mexico. As a result, it may be difficult for investors to effect service of process within the United States on such persons. It may also be difficult to enforce against them, either inside or outside the United States, judgments obtained against them in U.S. courts, or to enforce in U.S. courts judgments obtained against them in courts in jurisdictions outside the United States, in any action based on civil liabilities under the U.S. federal securities laws. There is doubt as to the enforceability against such persons in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws.

CERTAIN CONTRACTS

A number of our subsidiaries and affiliates hold concessions and licenses granted by regulatory authorities in the countries in which they operate. See “Regulation” under Item 4.

EXCHANGE CONTROLS

Mexico has had a free market for foreign exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994. There can be no assurance that the government will maintain its current foreign exchange policies. See “Exchange Rates” under Item 3.

TAXATION

The following summary contains a description of certain Mexican federal and U.S. federal income tax consequences of the acquisition, ownership and disposition of L Shares, A Shares, L Share ADSs or A Share ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, hold or sell shares or ADSs.

The Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion and the Protocolsprotocols thereto between the United States and Mexico entered into force on January 1, 1994 and has been amended by an additional protocol that entered into force on July 3, 2003 (together, the “Tax Treaty”). The United States and Mexico have also entered into an agreement concerning the exchange of information with respect to tax matters.

This discussion does not constitute, and should not be considered as, legal or tax advice to holders. The discussion is for general information purposes only and is based upon the federal tax laws of Mexico (including the Mexican Income Tax Law (Ley del Impuesto sobre la Renta, or the “Mexican Income Tax Law”) and the Mexican Federal Tax Code) and the United States as in effect on the date of this annual report (including the Tax Treaty), which are subject to change, and such changes may have retroactive effect. Holders of shares or ADSs should consult their own tax advisors as to the Mexican, U.S. or other tax consequences of the purchase, ownership and disposition of shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws.

Mexican Tax Considerations

The following is a general summary of the principal consequences under the Mexican Income Tax Law (Ley del Impuesto sobre la Renta, or the “Mexican Income Tax Law”) and rules and regulations thereunder, as currently in effect, of an investment in shares or ADSs by a holder that is not a resident of Mexico and that will not hold shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment in Mexico (a “nonresident holder”).

For purposes of Mexican taxation, the definition of residence is highly technical and residence arises in several situations. Generally, an individual is a resident of Mexico if he or she has established his or her home or center of vital interests in Mexico, and a corporation is considered a resident if it has its place of effective management in Mexico. However, any determination of residence should take into account the particular situation of each person or legal entity.

If a legal entity or an individual is deemed to have a permanent establishment in Mexico for Mexican tax purposes, all income attributable to that permanent establishment will be subject to Mexican income taxes, in accordance with applicable tax laws.

This summary does not purport to be a comprehensive description of all the Mexican tax considerations that may be relevant to a decision to purchase, own or dispose of the shares. In particular, this summary (A) does not describe any tax consequences arising under the laws of any state, locality, municipality or taxing jurisdiction other than certain federal laws of Mexico and (B) does not address all of the Mexican tax consequences that may be applicable to specific holders of the shares, including a holder:

(i) whose shares were not acquired through the Mexican Stock Exchange or other markets authorized by the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) or the Mexican Federal Tax Code;

(ii) of shares or ADSs that controls the Company;us;

(iii) that holds 10% or more of our shares;

(iv) that is part of a group of persons for purposes of Mexican law that controls the Companyus (or holds 10% or more of our shares);

(v) that is resident of Mexico or is a corporation resident in a tax haven (as defined by the Mexican Income Tax Law); or

(vi) whose shares are sold outside the Mexican Stock Exchange or outside non-restricted open market transactions.

Tax Treaties

Provisions of the Tax Treaty that may affect the taxation of certain U.S. holders (as defined below) are summarized below.

The Mexican Income Tax Law has established procedural requirements for a nonresident holder to be entitled to benefits under any of the tax treaties to which Mexico is a party, including on dispositions and dividends. These procedural requirements include among others the obligation to (i) prove tax treaty residence, (ii) file tax calculations made by an authorized certified public accountant or an informational tax statement, as the case may be, and (iii) appoint representatives in Mexico for taxation purposes. Parties related to the issuer may be subject to additional procedural requirements.

Payment of Dividends

Dividends, either in cash or in kind, paid with respect to the L Shares, A Shares, L Share ADSs or A Share ADSs will generally be subject to a 10% Mexican withholding tax (provided that no Mexican withholding tax

will apply to distributions of net taxable profits generated before 2014). Nonresident holders could be subject to a lower tax rate, to the extent that they are eligible for benefits under an income tax treaty to which Mexico is a party.

Taxation of Dispositions

Under current Mexican law and regulations, the tax rate on income realized by a nonresident holder from a disposition of shares through the Mexican Stock Exchange is generally 10%, which is applied to the net gain realized on the disposition. The aforementioned tax is payable through withholding made by intermediaries. However, such withholding should not apply to the extent that a nonresident holder is eligible for benefits under an income tax treaty to which Mexico is a party, regardless whether the treaty in question provides relief by its terms for capital gains tax, and without any other further formalities. In order to benefit from this exemption, however, a record owner must provide sufficient evidence to the relevant intermediaries to certify the holder’s residence in a country with which Mexico has entered into an income tax treaty.

New withholding tax rules were imposed by the new Mexican tax regulations applicable as of 2014. Although practices under such provisions are still developing, we believe that:

 

disposition of ADSs (as opposed to directly held shares) should not be subject to any Mexican withholding tax if the transactions are carried out through other securities exchanges or markets approved by the Ministry of Finance and Public Credit, or other securities exchanges or markets with ample securities trading that are located in countries with which Mexico has entered into an income tax treaty, such as the NYSE, NASDAQ and Latibex; and

 

the sale or other transfer or disposition of shares not carried out through the Mexican Stock Exchange and not held in the form of ADSs will be subject to a 25.0%25% tax rate in Mexico, which is applicable to the gross proceeds realized from the sale. Alternatively, a nonresident holder may, subject to certain requirements, elect to pay taxes on the gains realized from the sale of shares on a net basis at a rate of 35.0%35%.

Pursuant to the Tax Treaty, gains realized by a U.S. resident whichthat is eligible to receive benefits pursuant to the Tax Treaty from the sale or other disposition of shares or ADSs, even if the sale or disposition is not carried out under the circumstances described in the preceding paragraphs, will not be subject to Mexican income tax, provided that the gains are not attributable to a permanent

establishment or a fixed base in Mexico, and further provided that such U.S. holder owned less than 25% of the shares representing our capital stock (including ADSs), directly or indirectly, during the 12-month period preceding such disposition. U.S. residents should consult their own tax advisors as to their possible eligibility under the Tax Treaty.

Gains and gross proceeds realized by other nonresident holders that are eligible to receive benefits pursuant to other income tax treaties to which Mexico is a party may be exempt from Mexican income tax in whole or in part. Non-U.S. holders should consult their own tax advisors as to their possible eligibility under such treaties.

Other Mexican Taxes

A nonresident holder generally will not be liable for estate, inheritance or similar taxes with respect to its holdings of shares or ADSs; provided, however, that gratuitous transfers of shares or ADSs may in certain circumstances result in imposition of a Mexican tax upon the recipient. There are no Mexican stamp, issue registration or similar taxes payable by a nonresident holder with respect to shares or ADSs.

U.S. Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax consequences to U.S. holders (as defined below) of the acquisition, ownership and disposition of shares or ADSs. The summary does not purport to be a

comprehensive description of all of the tax consequences of the acquisition, ownership or disposition of shares or ADSs. The summary applies only to U.S. holders that will hold their shares or ADSs as capital assets and does not apply to special classes of U.S. holders such as dealers in securities or currencies, holders with a functional currency other than the U.S. dollar, holders of 10% or more of our voting shares (whether held directly or through ADSs or both), tax-exempt organizations, banks, insurance companies, or other financial institutions, holders liable for the alternative minimum tax, securities traders electing to account for their investment in their shares or ADSs on a mark-to-market basis, entities that are treated for U.S. federal income tax purposes as partnerships or otherpass-through entities or equity holders therein, and persons holding their shares or ADSs in a hedging transaction or as part of a straddle or conversion transaction.

For purposes of this discussion, a “U.S. holder” is a holder of shares or ADSs that is:

 

a citizen or resident of the United States of America,

 

a corporation (or other entity taxable as a corporation) organized under the laws of the United States of America or any state thereof, or

 

otherwise subject to U.S. federal income taxation on a net income basis with respect to the shares or ADSs.

Each U.S. holder should consult such holder’s own tax advisor concerning the overall tax consequences to it of the ownership or disposition of shares or ADSs that may arise under foreign, state and local laws.

Treatment of ADSs

In general, a U.S. holder of ADSs will be treated as the owner of the shares represented by those ADSs for U.S. federal income tax purposes. Deposits or withdrawals of shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. U.S. holders that withdraw any shares should consult their own tax advisors regarding the treatment of any foreign currency gain or loss on any pesos received in respect of such shares.

Taxation of Distributions

In general, a U.S. holder will treat the gross amount of distributions we pay, without reduction for Mexican withholding tax, as dividend income for U.S. federal income tax purposes to the extent of our current and accumulated earnings and profits. Because we do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions paid to U.S. holders generally will be reported as dividends. In general, the gross amount of any dividends will be

includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the U.S. holder, in the case of shares, or by the depositary, in the case of ADSs. Dividends will be paid in pesos and will be includible in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date that they are received by the U.S. holder, in the case of shares, or by the depositary, in the case of ADSs (regardless of whether such pesos are in fact converted into U.S. dollars on such date). If such dividends are converted into U.S. dollars on the date of such receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividends. U.S. holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any pesos received by a U.S. holder or depositary that are converted into U.S. dollars on a date subsequent to receipt. Dividends paid by us will not be eligible for the dividends-received deduction allowed to corporations under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

The amount of Mexican tax withheld generally will give rise to a foreign tax credit or deduction for U.S. federal income tax purposes. Dividends generally will constitute “passive category income” for purposes of the

foreign tax credit (or in the case of certain U.S. holders, “general category income”). The foreign tax credit rules are complex. U.S. holders should consult their own tax advisors with respect to the implications of those rules for their investments in our shares or ADSs.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual with respect to the shares or ADSs will be subject to taxation at reduced rates if the dividends are “qualified dividends.” Dividends paid on the shares or ADSs will be treated as qualified dividends if (i) (A) the shares or ADSs are readily tradable on an established securities market in the United States, or (B) we are eligible for the benefits of a comprehensive tax treaty with the United States which the U.S. Treasury determines is satisfactory for purposes of this provision and which includes an exchange of information program, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The ADSs are listed on the NYSE and the NASDAQ, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the Tax Treaty meets the requirements for reduced rates of taxation, and we believe we are eligible for the benefits of the Tax Treaty. Based on our audited consolidated financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to the 20122013 or 20132014 taxable year. In addition, based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 20142015 taxable year. Holders of shares or ADSs should consult their own tax advisors regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

Distributions of additional shares or ADSs to U.S. holders with respect to their shares or ADSs that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Taxation of Dispositions

A U.S. holder generally will recognize capital gain or loss on the sale or other disposition of the shares or ADSs in an amount equal to the difference between the U.S. holder’s basis in such shares or ADSs (in U.S. dollars) and the amount realized on the disposition (in U.S. dollars, determined at the spot rate on the date of disposition if the amount realized is denominated in a foreign currency). Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of disposition, the shares or ADSs have been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is taxable at reduced rates. The deductibility of a capital loss is subject to limitations.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of such Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, the shares or ADSs.

Information Reporting and Backup Withholding

Dividends on, and proceeds from the sale or other disposition of, the shares or ADSs paid to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the holder:

 

establishes that it is a corporation or otheran exempt holder,recipient, if required, or

 

provides an accurate taxpayer identification number on a properly completed Internal Revenue Service Form W-9 and certifies that no loss of exemption from backup withholding has occurred.

The amount of any backup withholding from a payment to a holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the Internal Revenue Service.

U.S. Tax Consequences for Non-U.S. holders

Distributions. A holder of shares or ADSs that is, with respect to the United States, a foreign corporation or a non-resident alien individual (a “non-U.S. holder”) generally will not be subject to U.S. federal income or withholding tax on dividends received on shares or ADSs, unless such income is effectively connected with the conduct by the holder of a U.S. trade or business.

Dispositions. A non-U.S. holder of shares or ADSs will not be subject to U.S. federal income or withholding tax on gain realized on the sale of shares or ADSs, unless:

 

such gain is effectively connected with the conduct by the holder of a U.S. trade or business, or

 

in the case of gain realized by an individual holder, the holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

Information Reporting and Backup Withholding.Although non-U.S. holders generally are exempt from backup withholding, a non-U.S. holder may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

DOCUMENTS ON DISPLAY

We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its public reference rooms in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Any filings we make electronically will be available to the public over the internet at the SEC’s web site at http://www.sec.gov and at our website at http://www.americamovil.com. (This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this annual report.)

 

Item 11.Quantitative and Qualitative Disclosures about Market Risk

See NoteNotes 2 v) w) to our audited consolidated financial statements for disclosures about market risk.

 

Item 12.Description of Securities Other than Equity Securities

American Depositary Shares

The Bank of New York Mellon (“the Depositary”) serves as the depositary for our ADSs. ADS holders are required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

ADS holders are required to pay the Depositary amounts in respect of expenses incurred by the Depositary or its agents on behalf of ADS holders, including expenses arising from (i) taxes or other governmental charges, (ii) registration fees payable to us that may be applicable to the transfer of shares upon deposits to or withdrawals from the ADS program, (iii) cable, telex, and facsimile transmission, (iv) conversion of foreign currency into U.S. dollars, or (v) servicing of the ADSs or the shares underlying ADSs. The Depositary may decide in its sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

ADS holders are also required to pay additional fees for certain services provided by the Depositary, as set forth in the table below.

 

Depositary service

 

Fee payable by ADS holders

Issuance and delivery of ADSs, including in connection with share distributions, rights, sales and stock splits

 Up to US$U.S.$5.00 per 100 ADSs (or portion thereof)

Cash distributions

 US$U.S.$0.02 or less per ADS

Surrender, withdrawal or cancellation

 Up to US$U.S.$5.00 per 100 ADSs (or portion thereof)

Payments by the Depositary

The Depositary reimburses us for certain expenses we incur in connection with the ADR program, subject to a ceiling agreed between us and the Depositary from time to time. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. During the year ended December 31, 2013,2014, the Depositary paid US$5.0 million todid not pay us for any reimbursable expenses.

Item 13.Defaults, Dividend Arrearages and Delinquencies

None.

 

Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15.Controls and Procedures

(a)Disclosure controls and procedures. We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013.2014. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)Management’s annual report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Board of Directors, Chief Executive Officer, Chief Financial Officer and other personnel, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.2014.

Our management’s assessment and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2014 excludes, in accordance with applicable guidance provided by the SEC, an assessment of the internal control over financial reporting of Telekom Austria and subsidiaries, which we acquired in 2014. Telekom Austria represented 12.4% and 15.2% of our total and net assets, respectively, as of December 31, 2014, and 4.4% and 4.9% of our revenues and net income, respectively, for the year ended December 31, 2014. No material changes in our internal control over financial reporting were identified as a result of this acquisition.

Mancera, S.C. (“Mancera”), a member practice of Ernst & Young Global Limited, an independent registered public accounting firm, our independent auditor, issued an attestation report on our internal control over financial reporting on April 28, 2014.29, 2015.

(c)Attestation Report of the registered public accounting firmfirm..

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Shareholders of

América Móvil, S.A.B. de C.V.

We have audited América Móvil, S.A.B. de C.V. and subsidiaries’ internal control over financial reporting as of December 31, 2013,2014, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the 19922013 Framework) (the COSO criteria)“COSO criteria”). América Móvil, S.A.B. de C.V. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, América Móvil, S.A.B. de C.V. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of América Móvil, S.A.B. de C.V. and subsidiaries as of December 31, 20122013 and 2013,2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2013,2014, and our report dated April 28, 2014,29, 2015, expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Telekom Austria and subsidiaries, acquired in 2014, which is included in the 2014 consolidated financial statements of América Móvil, S.A.B. de C.V. and subsidiaries and constituted 12.4% and 15.2% of total and net assets, respectively, as of December 31, 2014 and 4.4% and 4.9% of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of América Móvil, S.A.B. de C.V. and subsidiaries also did not include an evaluation of the internal control over financial reporting of Telekom Austria excluded from the scope of management’s assessment.

Mancera, S.C.

A member practice of

Ernst & Young Global Limited

/s/ Carlos Carrillo Contreras

Carlos Carrillo Contreras

Mexico City, Mexico

April 28, 201429, 2015

(d)Changes in internal control over financial reporting. There has been no change in our internal control over financial reporting during 20132014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16A.Audit Committee Financial Expert

Our Board of Directors has determined that Ernesto Vega Velasco qualifies as an “audit committee financial expert,” and Mr. Vega Velasco is independent under the definition of independence applicable to us under the rules of the NYSE.

 

Item 16B.Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Exchange Act. Our code of ethics applies to, among others, our Chief Executive Officer, Chief Financial Officer and Comptroller, and persons performing similar functions. Our code of ethics is available on our web site at www.americamovil.com. If we amend any provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer, Comptroller and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our web site at the same address.

 

Item 16C.Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us and our subsidiaries by our independent registered public accounting firm, Mancera, during the fiscal years ended December 31, 20122013 and 2013:2014:

 

  Year ended December 31,   Year ended December 31, 
      2012           2013       2013   2014 
  (in millions of Mexican pesos)   (in millions of Mexican pesos) 

Audit fees

  Ps.143    Ps.134    Ps.134    Ps.203  

Audit-related fees

   24     16     16     1  

Tax fees

   9     12     12     20  

All other fees

   —       —    
  

 

   

 

   

 

   

 

 

Total fees

  Ps.176    Ps.162  Ps. 162  Ps.224  
  

 

   

 

   

 

   

 

 

Audit fees in the above table are the aggregate fees billed by Mancera and its affiliates in connection with the audit of our annual financial statements, statutory and regulatory audits.

Audit-related fees in the above table are the aggregate fees billed by Mancera and its affiliates for the review of reports on our operations submitted to CofetelIFT and attestation services that are not required by statute or regulation.

Tax fees in the above table are fees billed by Mancera and its affiliates for tax compliance services, tax planning services and tax advice services.

Audit and Corporate Practices Committee Approval Policies and Procedures

Our audit and corporate practices committee has established policies and procedures for the engagement of our independent auditors for services. Our audit and corporate practices committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to us or our subsidiaries. Prior to providing any service that requires specific pre-approval, our independent auditor and our Chief Financial Officer present to the audit committee a request for approval of audit services in which they confirm that the request complies with the applicable rules.

Item 16D.Exemptions from the Listing Standards for Audit Committees

Not Applicable.

Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We periodically repurchase our L and A Shares on the open market using funds authorized by our shareholders specifically for the repurchase of L Shares and A Shares by us at our discretion. In the annual ordinary shareholders’ meeting held on April 28, 2014, our shareholders authorized an allocation of Ps.30 billion to repurchase L Shares and A Shares.Shares from April 2014 to April 2015. In the annual ordinary shareholders’ meeting held on April 30, 2015, our shareholders authorized an allocation of Ps.35 billion to repurchase L Shares and A Shares from April 2015 to April 2016.

The following tables set out information concerning purchases of our L Shares and A Shares by us and our affiliated purchasers in 2013.2014. We did not repurchase our L Shares or A Shares other than through the share repurchase program.

 

Period

  Total Number
of L Shares
Purchased
   Average Price
Paid per L
Share
   Total Number
of L Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
   Approximate Peso
Value of L Shares
that May Yet Be
Purchased Under
the Plans or
Programs(1)
 

January 2013

   186,278,675     15.56     175,100,000     49,805,286,158  

February 2013

   219,939,690     14.40     165,043,690     47,418,795,821  

March 2013

   1,232,851,403     12.23     1,069,666,403     33,993,857,925  

April 2013

   643,250,000     12.62     539,000,000     67,189,463,652  

May 2013

   814,393,622     12.77     794,393,622     57,042,847,409  

June 2013

   912,002,788     12.88     886,490,108     45,623,021,605  

July 2013

   383,435,700     13.65     383,435,700     40,389,112,183  

August 2013

   450,853,000     13.11     252,600,000     37,042,724,954  

September 2013

   269,467,186     13.06     204,845,566     34,355,076,086  

October 2013

   500,702,852     13.63     305,702,852     30,202,430,013  

November 2013

   840,343,942     14.22     187,482,407     27,517,844,048  

December 2013

   425,475,566     14.76     401,500,000     21,584,875,748  
  

 

 

     

 

 

   

Total/Average

   6,878,994,424     13.30     5,365,260,348    
  

 

 

     

 

 

   

Period

  Total Number
of L Shares
Purchased
   Average Price
Paid per L
Share
   Total Number
of L Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
   Approximate
Mexican peso
Value of L Shares
that May Yet Be
Purchased Under
the Plans or
Programs(1)
 

January 2014

   318,900,000     14.46     318,900,000     16,972,769,790  

February 2014

   279,985,000     13.71     279,985,000     13,134,092,940  

March 2014

   286,497,001     13.04     286,497,001     9,397,599,618  

April 2014

   153,039,553     13.05     101,348,450     38,067,865,098  

May 2014

   91,789,600     13.02     91,789,600     36,868,300,673  

June 2014

   21,300,000     12.72     21,300,000     36,597,451,789  

July 2014

   172,591,030     15.22     172,591,030     33,932,922,610  

August 2014

   209,902,687     15.54     209,902,687     30,669,766,300  

September 2014

   201,193,000     16.99     201,193,000     27,242,237,952  

October 2014

   229,639,000     16.38     229,639,000     23,475,323,796  

November 2014

   181,500,000     16.21     181,500,000     20,533,423,977  

December 2014

   226,266,625     15.92     226,266,625     16,928,914,233  
  

 

 

     

 

 

   

Total/Average

 2,372,603,496   14.69   2,320,912,393  
  

 

 

     

 

 

   

 

(1)This is the approximate peso amount available at the end of the period for purchases of both L Shares and A Shares pursuant to our share repurchase program.

Period

  Total Number
of A Shares
Purchased
   Average Price
Paid per A
Share
   Total Number
of A Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
   Approximate 
Mexican peso
Value of A Shares
that May Yet Be
Purchased
Under the Plans
or Programs(1)
 

January 2014

   —       —       —       16,972,769,790  

February 2014

   15,000     14.05     15,000     13,134,092,940  

March 2014

   2,999     12.70     2,999     9,397,599,618  

April 2014

   251,550     12.87     251,550     38,067,865,098  

May 2014

   310,400     13.00     310,400     36,868,300,673  

June 2014

   —       —       —       36,597,451,789  

July 2014

   2,408,970     15.58     2,408,970     33,932,922,610  

August 2014

   97,313     15.55     97,313     30,669,766,300  

September 2014

   557,000     17.13     557,000     27,242,237,952  

October 2014

   361,000     16.74     361,000     23,475,323,796  

November 2014

   —       —       —       20,533,423,977  

December 2014

   83,375     16.33     83,375     16,928,914,233  
  

 

 

     

 

 

   

Total/Average

 4,087,607   15.54   4,087,607  
  

 

 

     

 

 

   

(1)This is the approximate peso amount available at the end of the period for purchases of both L Shares and A Shares pursuant to our share repurchase program.

 

Period

  Total Number
of A Shares
Purchased
   Average Price
Paid per A
Share
   Total Number
of A Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
   Approximate Peso
Value of A Shares
that May Yet Be
Purchased
Under the Plans
or Programs(1)
 

January 2013

   —       —       —       49,805,286,158  

February 2013

   159,199     14.09     159,199     47,418,795,821  

March 2013

   —       —       —       33,993,857,925  

April 2013

   —       —       —       67,189,463,652  

May 2013

   151,578     12.96     151,578     57,042,847,409  

June 2013

   —       —       —       45,623,021,605  

July 2013

   114,500     13.78     114,500     40,389,112,183  

August 2013

   —       —       —       37,042,724,954  

September 2013

   154,434     13.25     154,434     34,355,076,086  

October 2013

   142,348     13.68     142,348     30,202,430,013  

November 2013

   17,593     13.72     17,593     27,517,844,048  

December 2013

   —       —       —       21,584,875,748  
  

 

 

     

 

 

   

Total/Average

   739,652     13.55     739,652    
  

 

 

     

 

 

   

(1)This is the approximate peso amount available at the end of the period for purchases of both L Shares and A Shares pursuant to our share repurchase program.

Item 16F.Changes in Registrant’s Certifying Accountant

Not Applicable.

 

Item 16G.Corporate Governance

Our corporate governance practices are governed by our bylaws, the Mexican Securities Market Law and the regulations issued by the CNBV. We also comply with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas), which was created in January 2001 by a group of Mexican business leaders and was endorsed by both the CNBV and the Mexican Stock Exchange.

The table below discloses the significant differences between our corporate governance practices and those required for U.S. Companies under the NYSE and NASDAQ listing standards.

 

NYSE Standards

  

NASDAQ Standards

  

Our Corporate Governance Practices

Director Independence.Independence. Majority of board of directors must be independent. §303A.01. “Controlled companies” are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. §303A.00.

 

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.issuer

  

Director Independence. Majority of board of directors must be independent and directors deemed independent must be identified in a listed company’s proxy statement (or annual report on Form10-K or 20-F if the issuer does not file a proxy statement). “Controlled companies” are exempt from this requirement. A controlled company is one in which more than 50% of the voting power for the election of directors is held by an individual, group or another company, rather than the public. Rules 5605(b)(1), 5615(c)(1) and (c)(2).

 

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.issuer

  

Director Independence.Pursuant to the Mexican Securities Market Law, our shareholders are required to appoint a board of directors of no more than 21 members, 25% of whom must be independent. Certain persons areper se non-independent, including insiders, control persons, major suppliers and any relatives of such persons. In accordance with the Mexican Securities Market Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the CNBV.

 

There is no exemption from the independence requirement for controlled companies.companies

Executive Sessions. Non-management directors must meet at regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year. §303A.03.  Executive Sessions. Independent directors must have regularly scheduled executive sessions at which only independent directors are present. Rule 5605(b)(2).  Executive Sessions.Our non-management directors have not held executive sessions without management in the past, and they are not required to do so.

Nominating/Corporate Governance Committee. Nominating/corporate governance committee composed entirely of independent directors is required. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.04.

“Controlled companies” are exempt from these requirements. §303A.00.

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.

  Nominating Committee. Director nominees must be selected, or recommended for the board’s selection, either by a nominating committee comprised solely of independent directors or by a majority of independent directors. Each listed company also must certify that it has adopted a formal charter or board resolution addressing the nominations process. “Controlled companies” are exempt from this requirement. Rules 5605(e) and 5615(c)(2).  Nominating Committee. We currently do not have a nominating committee or a corporate governance committee. We are not required to have a nominating committee. However, Mexican law requires us to have one or more committees that oversee certain

NYSE Standards

NASDAQ Standards

Our Corporate Governance Practices

“Controlled companies” are exempt from these requirements. §303A.00.

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.

certify that it has adopted a formal charter or board resolution addressing the nominations process. “Controlled companies” are exempt from this requirement. Rules 5605(e) and 5615(c)(2).

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.

corporate practices, including appointment of directors and executives. Under the Mexican Securities Market Law, committees overseeing certain corporate practices must be composed of independent directors. However, in the case of controlled companies, such as ours, only a majority of the committee members must be independent.

NYSE Standards

NASDAQ Standards

Our Corporate Governance Practices

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.Under the Mexican Securities Market Law, certain corporate governance functions must be delegated to one or more committees. Under our bylaws, the Audit and Corporate Practices Committee performs our corporate governance functions. See Item 6. Directors,“Directors, Senior Management and Employees—Audit and Corporate Practices Committee.

Committee” under Item 6.

Compensation Committee. Compensation committee composed entirely of independent directors is required, which must evaluate and approve executive officer compensation. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.02(a)(ii) and §303A.05. “Controlled companies” are exempt from this requirement. §303A.00.

 

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.

  

Compensation Committee.

Compensation committee consisting of at least two members, each of whom is an independent director. The committee must have a charter specifying the scope of its responsibilities, its method for determining or recommending to the Board for determination the compensation of the CEO and all other executive officers, and that the CEO may not be present during voting or deliberations. “Controlled companies” are exempt from this requirement. Rules 5605(a)(2), 5605(d) and 5615(c)(2).

 

As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.

  Compensation Committee.We currently do not have a compensation committee. We are not required to have a compensation committee since our Audit and Corporate Practices Committee, which is comprised solely of independent directors, evaluates and approves management’s (including our CEO) and directors’ compensation.
Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NYSE standards is required. §§303A.06, 303A.07.  Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NASDAQ standards is required. Rule 5605(c).  Audit Committee.Committee. We have an audit and corporate practices committee of four members. Each member of the audit and corporate practices committee is independent, as independence is defined under the Mexican Securities Market Law,

NYSE Standards

NASDAQ Standards

Our Corporate Governance Practices

and also meets the independence requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended. Our audit and corporate practices committee operates primarily pursuant to (1) a written charter adopted by our board of directors, which assigns to the committee responsibility over those matters required by Rule 10A-3

NYSE Standards

NASDAQ Standards

Our Corporate Governance Practices

(2) our bylaws and (3) Mexican law. For a more detailed description of the duties of our audit and corporate practices committee, see Item 6. Directors, Senior Management and Employees—Audit and Corporate Practices Committee.
Equity Compensation Plans. Equity compensation plans and all material revisions thereto require shareholder approval, subject to limited exemptions. §§303A.08 and 312.03.  Equity Compensation Plans. Equity compensation plans or material amendments thereto require shareholder approval, subject to limited exemptions. Rule 5635(c).  Equity Compensation Plans. Shareholder approval is expressly required under Mexican law for the adoption and amendment of an equity-compensation plan. Such plans must provide for similar treatment of executives in comparable positions.
Shareholder Approval for Issuance of Securities. Issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares of common stock by at least 20% of the number of outstanding shares before such issuance require shareholder approval. §§312.03(b)-(d).  Shareholder Approval for Issuance of Securities. Issuances of securities (1) that will result in a change of control of the issuer, (2) in connection with certain acquisitions of the stock or assets of another company or (3) in connection with certain transactions other than public offerings require shareholder approval. Rules 5635(a), (b) and (d).  Shareholder Approval for Issuance of Securities. Mexican law requires us to obtain shareholder approval of the issuance of equity securities. Under certain circumstances, however, treasury stock however, may be issuedsold by the board of directors without shareholder approval.
Code of Business Conduct and Ethics.Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers. The code must contain compliance standards and procedures that will facilitate the effective operation of the code. §303A.10.  Code of Business Conduct and Ethics.Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver and the reasons for such waiver for directors or executive officers. The code must include an enforcement mechanism. Rule 5610.  Code of Business Conduct and Ethics.Ethics.We have adopted a code of ethics, which has been accepted by all of our directors and executive officers and other personnel. A copy of our code of ethics is available on our website www.americamovil.com.

NYSE Standards

  

NASDAQ Standards

  

Our Corporate Governance Practices

Conflicts of Interest. Determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight. §314.00. Certain issuances of common stock to a related party require shareholder approval. §312.03(b).  Conflicts of Interest. Appropriate review of all related party transactions for potential conflict of interest situations and approval by an audit committee or another independent body of the board of directors of such transactions is required. Rule 5630.  Conflicts of Interest. In accordance with Mexican law, an independent audit committee must provide an opinion to the board of directors regarding any transaction with a related party that is outside of the ordinary course of business, which must be approved by the board of directors. Pursuant to the Mexican Securities Market Law, our board of directors willmay establish certain guidelines regarding related party transactions that do not require specific board approval.
Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE. §§402.01 and 402.04.  Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NASDAQ. Rule 5620(b).  Solicitation of Proxies.We are not required to solicit proxies from our shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, instructions on how to instruct the depositary to vote at the meeting. Under the deposit agreement relating to our ADS, we may direct the voting of any ADS as to which no voting instructions are received by the depositary, except with respect to any matter where substantial opposition exists or that materially and adversely affects the rights of holders.
  Peer Review. A listed company must be audited by an independent public accountant that is registered as a public accounting firm with the Public Company Accounting Oversight Board. Rule 5250(c)(3).  

Peer Review.Under Mexican law, we must be audited by an independent public accountant that has received a “quality control review” as defined by the CNBV.

Mancera, S.C., a Member Practicemember practice of Ernst & Young Global Limited, a public registered firm, our independent auditor, is registered as a public accounting firm with the Public Company Accounting Oversight Board.

Item 16H.Mine Safety Disclosure

Not Applicable.

 

Item 17.Financial Statements

Not Applicable.

 

Item 18.Financial Statements

See pages F-1 through F-105F-135 incorporated herein by reference.

Item 19.Exhibits

Documents filed as exhibits to this annual report:

 

  1.1Amended and Restated Bylaws (estatutos sociales) of América Móvil, S.A.B. de C.V., dated as of June 14, 2011 (together with an English translation) (incorporated by reference to Exhibit 1.1 to our annual report on Form 20-F, File No. 001-16269, filed on April 30, 2012).
  2.13.2L Share Deposit Agreement (incorporated by reference to our registration statement on Form F-6, File No. 333-126165, filed on June 28, 2005).
  2.2A Share DepositTermination Agreement (incorporated by reference to our registration statement on Form F-6, File No. 333-126155, filed on June 27, 2005).
  3.1in respect of the Shareholders Agreement, by and among Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F/1046, Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F-0126 and AT&T International, Inc., formerly called SBC International, Inc., dated February 28, 2011 (incorporated by reference to Exhibit 99.2 to the report of beneficial ownership of our shares filed on Schedule 13D on March 1, 2011).June 30, 2014), dated June 27, 2014.
  4.14.4Termination Agreement in respect of the Management Services Agreement dated February 27, 2002 between SBC International Management Services, Inc. and Radiomóvil Dipsa, S.A. de C.V. (incorporated by reference to Exhibit 4.4 to our annual report on Form 20-F, File No. 001-16269, filed on June 30, 2004).
  4.2Twelfth Amendment, dated July 12, 2012 to Management Services Agreement dated February 27, 2002 between AT&T Mexico, LLC, and América Móvil, S.A.B. de C.V. (incorporated by reference to Exhibit 4.2 to our annual report on Form 20-F, File No. 001-16269, filed on April 30, 2013).
  4.3Thirteenth Amendment dated December 11, 2012 to Management Services Agreement dated February 27, 2002 between AT&T Mexico, LLC, and América Móvil, S.A.B. de C.V.May 22, 2014.
  7.1Calculation of Ratios of Earnings to Fixed Charges.
  8.1List of certain subsidiaries of América Móvil, S.A.B. de C.V.
12.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1Consent of Mancera, S.C.

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to long-term debt of América Móvil, none of which authorizes securities in a total amount that exceeds 10% of the total assets of América Móvil. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the Commission requests.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Dated: April 29, 201430, 2015

 

AMÉRICA MÓVIL, S.A.B. DE C.V.
By:

/s/ Carlos José García Moreno Elizondo

Name:Carlos José García Moreno Elizondo
Title:Chief Financial Officer
By:

/s/ Alejandro Cantú Jiménez

Name:Alejandro Cantú Jiménez
Title:General Counsel

INDEX TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Audited consolidated financial statements of América Móvil, S.A.B. de C.V.

  Page

Report of Mancera, S.C.

F-3

Report of Mancera, S.C.

F-1

Consolidated Statements of Financial Position as of January 1, 20122013 and December 31, 20122013 and 20132014

  F-4F-2

Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2012, 2013 and 20132014

  F-5F-3

Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2012, 2013 and 20132014

  F-6F-4

Consolidated Statements of Changes in Cash Flows for the years ended December 31, 2011, 2012, 2013 and 20132014

  F-7F-5

Notes to the Audited Consolidated Financial Statements

  F-8F-6

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Financial Statements

For the years ended December 31, 2011, 2012, 2013 and 20132014

with Report of Independent Registered Public Accounting Firm


AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Financial Statements

For the years ended December 31, 2011, 2012, 2013 and 20132014

Contents:

 

Report of Independent Registered Public Accounting Firm

 F-3F-1  

Audited Consolidated Financial Statements:

Consolidated Statements of Financial Position

F-2

Consolidated Statements of Comprehensive Income

F-3

Consolidated Statements of Changes in Equity

 F-4  

Consolidated Statements of Comprehensive IncomeCash Flows

 F-5  

Notes to Consolidated Financial Statements of Changes in Equity

 F-6  

Consolidated Statements of Cash Flows

F-7

Notes to Consolidated Financial Statements

F-8


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

América Móvil, S.A.B. de C.V.

We have audited the accompanying consolidated statements of financial position of América Móvil, S.A.B. de C.V. and subsidiaries as of December 31, 20122013 and 20132014 and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2013.2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of América Móvil, S.A.B. de C.V. and subsidiaries as of December 31, 20122013 and 2013,2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013,2014, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

As discussed in Note 3, the Company retrospectively adopted International Accounting Standard 19, Employee Benefits (Revised) in 2013, which included the disclosure of the January 1, 2012 consolidated statement of financial position.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), América Móvil, S.A.B. de C.V. and subsidiaries’ internal control over financial reporting as of December 31, 2013,2014, based on criteria established in Internal Control—Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992(2013 Framework) and our report dated April 28, 2014,29, 2015, expressed an unqualified opinion thereon.

 

Mancera, S.C.
A member practice of
Ernst & Young Global Limited

/s/ Carlos Carrillo Contreras

C.P.C. Carlos Carrillo Contreras

Mexico City, Mexico

April 28, 201429, 2015

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Statements of Financial Position

(In thousands of Mexican pesos)

 

     At December 31,    
  At January 1,
2012
  2012
Restated
(Note 3)
  2013  Millions of
U.S. dollars 2013
 

Assets

    

Current assets:

    

Cash and cash equivalents (Note 4)

 Ps.59,123,996   Ps.45,487,200   Ps.48,163,550   US$3,683  

Accounts receivable:

    

Subscribers, distributors, recoverable taxes and other, net (Note 5)

  124,973,353    120,205,954    127,872,657    9,779  

Related parties (Note 18)

  3,413,899    689,053    1,346,392    103  

Derivative financial instruments (Note 11)

  9,793,836    2,779,749    10,469,316    801  

Inventories, net (Note 6)

  34,141,317    28,697,820    36,718,953    2,808  

Other assets, net (Note 7)

  10,846,749    11,271,463    12,127,200    927  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total current assets

  242,293,150    209,131,239    236,698,068    18,101  

Non-current assets:

    

Property, plant and equipment, net (Note 8)

  466,086,773    500,434,272    501,106,951    38,321  

Licenses and rights of use, net (Note 9)

  38,530,899    44,052,430    37,053,832    2,834  

Trademarks, net (Note 9)

  3,006,854    1,143,315    1,166,306    89  

Goodwill (Note 9)

  73,038,433    99,705,859    92,486,284    7,073  

Investment in associated companies (Note 10)

  54,218,023    73,116,285    88,887,024    6,797  

Deferred taxes (Note 20)

  47,372,186    44,372,129    50,853,686    3,889  

Other assets, net (Note 7)

  15,056,421    15,729,154    17,340,282    1,326  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

 Ps.939,602,739   Ps.987,684,683   Ps.1,025,592,433   US$78,430  
 

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities and equity

    

Current liabilities:

    

Short-term debt and current portion of long-term debt (Note 16a)

 Ps.26,643,315   Ps.13,621,806   Ps.25,841,478   US$1,976  

Accounts payable (Note 13a)

  140,423,417    141,604,957    154,137,312    11,787  

Accrued liabilities (Nota 13b)

  30,769,767    34,005,553    36,958,922    2,826  

Taxes payable

  28,622,319    24,944,134    22,082,241    1,689  

Derivative financial instruments (Note 11)

  2,889,281    5,025,047    5,366,323    410  

Related parties (Note 18)

  2,790,307    2,523,027    2,552,337    195  

Deferred revenues (Note 15)

  26,248,679    23,956,939    27,016,340    2,066  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total current liabilities

  258,387,085    245,681,463    273,954,953    20,949  

Long-term debt (Note 16a)

  353,975,487    404,048,282    464,478,366    35,520  

Deferred taxes (Note 20)

  7,310,446    8,389,943    1,628,409    125  

Deferred revenues (Note 15)

  3,175,796    1,100,195    1,105,294    85  

Asset retirement obligation (Note 13c)

  6,387,229    7,177,215    7,516,460    575  

Employee benefits (Note 12)

  73,905,997    66,439,339    66,607,874    5,094  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  703,142,040    732,836,437    815,291,356    62,348  
 

 

 

  

 

 

  

 

 

  

 

 

 

Equity (Note 19):

    

Capital stock

  96,419,636    96,414,841    96,392,339    7,371  

Retained earnings:

    

Prior years

  79,370,886    119,968,225    122,693,933    9,383  

Profit for the year

  83,045,198    90,988,570    74,624,979    5,707  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total retained earnings

  162,416,084    210,956,795    197,318,912    15,090  

Other comprehensive income items

  (28,866,810  (61,794,165  (91,310,640  (6,983
 

 

 

  

 

 

  

 

 

  

 

 

 

Equity attributable to equity holders of the parent

  229,968,910    245,577,471    202,400,611    15,478  

Non-controlling interests

  6,491,789    9,270,775    7,900,466    604  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total equity

  236,460,699    254,848,246    210,301,077    16,082  
 

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

 Ps.939,602,739   Ps.987,684,683   Ps.1,025,592,433   US$78,430  
 

 

 

  

 

 

  

 

 

  

 

 

 
   At December 31, 
   2013  2014  Millions of
U.S. dollars 2014
 

Assets

    

Current assets:

    

Cash and cash equivalents (Note 4)

  Ps.48,163,550   Ps.66,473,703   US$4,516  

Accounts receivable:

    

Subscribers, distributors, recoverable taxes and other, net (Note 5)

   127,872,657    145,584,407    9,892  

Related parties (Note 6)

   1,346,392    1,320,107    90  

Derivative financial instruments (Note 7)

   10,469,316    22,536,056    1,531  

Inventories, net (Note 8)

   36,718,953    35,930,282    2,441  

Other current assets, net (Note 9)

   12,127,200    16,563,602    1,125  
  

 

 

  

 

 

  

 

 

 

Total current assets

 236,698,068   288,408,157   19,595  

Non-current assets:

Property, plant and equipment, net (Note 10)

 501,106,951   595,596,318   40,467  

Intangibles, net (Note 11)

 38,220,138   109,829,650   7,462  

Goodwill (Note 11)

 92,486,284   140,903,391   9,574  

Investment in associated companies (Note 12)

 88,887,024   49,262,581   3,347  

Deferred income taxes (Note 13)

 50,853,686   66,500,539   4,518  

Other assets, net (Note 9)

 17,340,282   27,856,033   1,893  
  

 

 

  

 

 

  

 

 

 

Total assets

Ps.  1,025,592,433  Ps.  1,278,356,669  US$  86,856  
  

 

 

  

 

 

  

 

 

 

Liabilities and equity

Current liabilities:

Short-term debt and current portion of long-term debt (Note 14a)

Ps.25,841,478  Ps.57,805,517  US$3,928  

Accounts payable (Note 15a)

 154,137,312   191,503,362   13,010  

Accrued liabilities (Nota 15b)

 36,958,922   53,968,679   3,667  

Taxes payable

 22,082,241   32,554,727   2,212  

Derivative financial instruments (Note 7)

 5,366,323   8,527,812   579  

Related parties (Note 6)

 2,552,337   3,087,292   210  

Deferred revenues (Note 16)

 27,016,340   31,464,235   2,138  
  

 

 

  

 

 

  

 

 

 

Total current liabilities

 273,954,953   378,911,624   25,744  

Long-term debt (Note 14a)

 464,478,366   545,949,470   37,094  

Deferred income taxes (Note 13)

 1,628,409   17,469,798   1,187  

Deferred revenues (Note 16)

 1,105,294   1,330,757   90  

Asset retirement obligations (Note 15c)

 7,516,460   13,451,407   913  

Employee benefits (Note 17)

 66,607,874   86,604,565   5,885  
  

 

 

  

 

 

  

 

 

 

Total liabilities

 815,291,356   1,043,717,621   70,913  
  

 

 

  

 

 

  

 

 

 

Equity (Note 18):

Capital stock

 96,392,339   96,382,631   6,549  

Retained earnings:

Prior years

 122,693,933   146,188,038   9,933  

Profit for the year

 74,624,979   46,146,370   3,135  
  

 

 

  

 

 

  

 

 

 

Total retained earnings

 197,318,912   192,334,408   13,068  

Other comprehensive income (loss) items

 (91,310,640 (104,332,763 (7,089
  

 

 

  

 

 

  

 

 

 

Equity attributable to equity holders of the parent

 202,400,611   184,384,276   12,528  

Non-controlling interests

 7,900,466   50,254,772   3,415  
  

 

 

  

 

 

  

 

 

 

Total equity

 210,301,077   234,639,048   15,943  
  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

Ps.1,025,592,433  Ps.1,278,356,669  US$86,856  
  

 

 

  

 

 

  

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands of Mexican pesos, except for earnings per share)

 

 For the year ended December 31   For the year ended December 31 
 2011 Restated
(Note 3)
 2012 Restated
(Note 3)
 2013 Millions of U.S.
dollars, except
for earnings
per share
2013
   2012 2013 2014 2014 Millions of U.S.
dollars, except

for earnings
per share
 

Operating revenues:

         

Mobile voice services

 Ps.281,952,808   Ps.287,133,858   Ps.265,039,903   US$20,268    Ps.  287,133,858   Ps.  265,039,903   Ps.  255,606,335   US$  17,367  

Fixed voice services

  139,219,344    123,778,159    111,785,611    8,549     123,778,159   111,785,611    114,687,475    7,792  

Mobile data voice services

  102,190,374    136,394,772    159,589,580    12,204     136,394,772   159,589,580    194,882,905    13,241  

Fixed data services

  72,007,127    83,628,831    85,039,329    6,503     83,628,831   85,039,329    97,533,378    6,627  

Paid television

  16,958,846    56,520,982    60,829,310    4,652     56,520,982   60,829,310    68,378,623    4,646  

Equipment, accessories, computer sale and other services

  77,637,813    87,613,043    103,817,288    7,939  

Sales of equipment, accessories and computers

   69,562,903   84,544,261    95,632,868    6,498  

Other related services

   18,050,140   19,273,027    21,540,236    1,464  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
  689,966,312    775,069,645    786,101,021    60,115   775,069,645   786,101,021   848,261,820   57,635  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Operating costs and expenses:

    

Cost of sales and services

  289,594,015    341,123,833    358,291,177    27,400   341,123,833   358,291,177   386,102,139   26,233  

Commercial, administrative and general expenses

  145,592,831    165,631,457    167,184,570    12,785   165,631,457   167,184,570   185,683,205   12,616  

Other expenses

  3,176,328    3,579,638    4,832,685    370   3,579,638   4,832,685   4,928,675   335  

Depreciation and amortization (Notes 7, 8 and 9)

  93,997,035    103,584,737    101,534,833    7,765  

Depreciation and amortization (Notes 9, 10 and 11)

 103,584,737   101,534,833   114,993,551   7,813  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
  532,360,209    613,919,665    631,843,265    48,320   613,919,665   631,843,265   691,707,570   46,997  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Operating income

  157,606,103    161,149,980    154,257,756    11,795   161,149,980   154,257,756   156,554,250   10,638  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Interest income (Note 16b)

  6,853,900    5,776,600    6,245,323    478  

Interest expense (Note 16c)

  (20,791,606  (24,914,596  (30,349,694  (2,321

Interest income (Note 14b)

 3,859,086   2,925,834   7,052,271   479  

Interest expense (Note 14c)

 (22,267,771 (23,950,653 (31,522,523 (2,142

Foreign currency exchange (loss) gain, net

  (22,394,716  7,395,154    (19,610,465  (1,500 7,395,154   (19,610,465 (28,615,459 (1,944

Valuation of derivatives, interest cost from labor obligations and other financial items, net (Note 16d)

  4,747,266    (12,535,708  (5,211,983  (399

Equity interest in net income of associated companies (Note 10)

  1,923,997    761,361    36,282    3  

Valuation of derivatives, interest cost from labor obligations and other financial items, net (Note 14d)

 (13,265,019 (8,291,535 (10,190,261 (692

Equity interest in net income (loss) of associated companies (Note 12)

 761,361   36,282   (6,073,009 (413
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Profit before income tax

  127,944,944    137,632,791    105,367,219    8,056   137,632,791   105,367,219   87,205,269   5,926  

Income tax (Note 20)

  39,745,867    45,983,452    30,392,731    2,322  

Income tax (Note 13)

 45,983,452   30,392,731   39,707,549   2,699  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net profit for the year

 Ps.88,199,077   Ps.91,649,339   Ps.74,974,488   US$5,734  Ps.91,649,339  Ps.74,974,488  Ps.47,497,720  US$3,227  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net profit for the year attributable to:

    

Equity holders of the parent

 Ps.83,045,198   Ps.90,988,570   Ps.74,624,979   US$5,707  Ps.90,988,570  Ps.74,624,979  Ps.46,146,370  US$3,135  

Non-controlling interests

  5,153,879    660,769    349,509    27   660,769   349,509   1,351,350   92  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
 Ps.88,199,077   Ps.91,649,339   Ps.74,974,488    5,734  Ps.91,649,339  Ps.74,974,488  Ps.47,497,720  US$3,227  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Basic and diluted earnings per share attributable to equity holders of the parent from continuing operations

 Ps.1.06   Ps.1.19   Ps.1.02   US$0.0776  Ps.1.19  Ps.1.02  Ps.0.67  US$0.05  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Other comprehensive income items:

    

Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years:

    

Net other comprehensive income (loss) that may be reclassified to profit or loss in subsequent years:

Effect of translation of foreign entities

 Ps.10,461,607   Ps.(33,421,104 Ps.(26,888,282 US$(2,056Ps.(33,421,104Ps.(26,888,282Ps.(6,255,715US$(425

Effect of fair value of derivatives, net of deferred taxes

  (317,598  (239,164  (740,740  (57 (239,164 (740,740 (313,572 (21

Items not to be reclassified to profit or loss in subsequent years:

    

Items that will not be reclassified to profit or loss in subsequent years:

Remeasurement of defined benefit plan, net of deferred taxes

  (16,627,898  2,439,641    (2,438,039  (186 2,439,641   (2,438,039 (6,807,975 (463
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total other comprehensive income items for the year, net of deferred taxes

  (6,483,889  (31,220,627  (30,067,061  (2,299 (31,220,627 (30,067,061 (13,377,262 (909
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Total comprehensive income for the year

 Ps.81,715,188   Ps.60,428,712   Ps.44,907,427   US$3,435  Ps.60,428,712  Ps.44,907,427  Ps.34,120,458  US$2,318  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Comprehensive income for the year attributable to:

    

Equity holders of the parent

 Ps.77,446,363   Ps.60,212,233   Ps.45,108,504   US$3,450  Ps.60,212,233  Ps.45,108,504  Ps.33,404,912  US$2,270  

Non-controlling interests

  4,268,825    216,479    (201,077  (15 216,479   (201,077 715,546   48  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
 Ps.81,715,188   Ps.60,428,712   Ps.44,907,427   US$3,435  Ps.60,428,712  Ps.44,907,427  Ps.34,120,458  US$2,318  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

The accompanying notes are an integral part of these consolidated financial statements.

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2011, 2012, 2013 and 20132014

(In thousands of Mexican pesos)

 

 Capital
stock
 Legal
reserve
 Retained
earnings
 Effect of
derivative
financial
instruments
acquired for
hedging
purposes
 Remeasurement
of defined
benefit plan
 Effect of
translation
 Total equity
attributable to
equity holders
of the

parent
 Non-controlling
interests
 Total
equity
 

Balance at December 31, 2010, as previously reported

 Ps.96,433,461   Ps.358,440   Ps.195,774,252   Ps.34,165   Ps.—     Ps.15,051,665   Ps.307,651,983   Ps.28,385,187   Ps.336,037,170  

Adoption of IAS 19(R) (Note 3)

    (1,828,066   (38,622,370  268,565    (40,181,871  (2,444,138  (42,626,009
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2010 (Restated)

  96,433,461    358,440    193,946,186    34,165    (38,622,370  15,320,230    267,470,112    25,941,049    293,411,161  

Net profit for the year

    83,045,198       83,045,198    5,153,879    88,199,077  

Effect of fair value of derivatives, net of deferred taxes

     (276,748    (276,748  (40,850  (317,598

Remeasurement of defined benefit plan, net of deferred taxes

      (15,681,072   (15,681,072  (946,826  (16,627,898

Effect of translation of foreign entities

       10,358,985    10,358,985    102,622    10,461,607  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Comprehensive income for the year

    83,045,198    (276,748  (15,681,072  10,358,985    77,446,363    4,268,825    81,715,188  

Dividends declared

    (13,987,602     (13,987,602  (3,403,114  (17,390,716

Repurchase of shares

  (13,825   (52,437,966     (52,451,791   (52,451,791

Acquisition of non-controlling interests through public offer to purchases

    (47,693,452     (47,693,452  (19,770,918  (67,464,370

Other acquisitions of non-controlling interests

    (814,720     (814,720  (544,053  (1,358,773
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  Capital
stock
 Legal
reserve
 Retained
earnings
 Effect of
derivative
financial
instruments
acquired for

hedging
purposes
 Remeasurement
of defined
benefit plans
 Cumulative
Translation
adjustment
 Total equity
attributable to
equity holders
of the parent
 Non-controlling
interests
 Total
equity
 

Balance at December 31, 2011

  96,419,636    358,440    162,057,644    (242,583  (54,303,442  25,679,215    229,968,910    6,491,789    236,460,699   Ps.  96,419,636   Ps.  358,440   Ps.  162,057,644   Ps.(242,583 Ps.(54,303,442 Ps.25,679,215   Ps.  229,968,910   Ps.6,491,789   Ps.  236,460,699  

Net profit for the year

    90,988,570       90,988,570    660,769    91,649,339     90,988,570      90,988,570   660,769   91,649,339  

Remeasurement of defined benefit plan, net of deferred taxes

      2,377,006     2,377,006    62,635    2,439,641       2,377,006    2,377,006   62,635   2,439,641  

Effect of fair value of derivatives, net of deferred taxes

     (253,428    (253,428  14,264    (239,164    (253,428   (253,428 14,264   (239,164

Effect of translation of foreign entities

       (32,899,915  (32,899,915  (521,189  (33,421,104      (32,899,915 (32,899,915 (521,189 (33,421,104
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Comprehensive income for the year

    90,988,570    (253,428  2,377,006    (32,899,915  60,212,233    216,479    60,428,712     90,988,570   (253,428 2,377,006   (32,899,915 60,212,233   216,479   60,428,712  

Dividends

    (15,216,636     (15,216,636  (326,620  (15,543,256   (15,216,636    (15,216,636 (326,620 (15,543,256

Repurchase of shares

  (4,795   (18,326,979     (18,331,774   (18,331,774 (4,795  (18,326,979    (18,331,774  (18,331,774

Effect of business combinations of NET

    (155,158     (155,158  3,041,699    2,886,541  

Effect of consolidation of NET

   (155,158    (155,158 3,041,699   2,886,541  

Other acquisitions of non-controlling interests

    (8,749,086   (2,151,018   (10,900,104  (152,572  (11,052,676   (8,749,086  (2,151,018  (10,900,104 (152,572 (11,052,676
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2012

  96,414,841    358,440    210,598,355    (496,011  (54,077,454  (7,220,700  245,577,471    9,270,775    254,848,246   96,414,841   358,440   210,598,355   (496,011 (54,077,454 (7,220,700 245,577,471   9,270,775   254,848,246  

Net profit for the year

    74,624,979       74,624,979    349,509    74,974,488     74,624,979      74,624,979   349,509   74,974,488  

Remeasurement of defined benefit plan, net of deferred taxes

      (2,289,811   (2,289,811  (148,228  (2,438,039     (2,289,811  (2,289,811 (148,228 (2,438,039

Effect of fair value of derivatives, net of deferred taxes

     (741,321    (741,321  581    (740,740    (741,321   (741,321 581   (740,740

Effect of translation of foreign entities

       (26,485,343  (26,485,343  (402,939  (26,888,282      (26,485,343 (26,485,343 (402,939 (26,888,282
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Comprehensive income for the year

    74,624,979    (741,321  (2,289,811  (26,485,343  45,108,504    (201,077  44,907,427     74,624,979   (741,321 (2,289,811 (26,485,343 45,108,504   (201,077 44,907,427  

Dividends declared

    (15,872,527     (15,872,527  (68,465  (15,940,992   (15,872,527    (15,872,527 (68,465 (15,940,992

Repurchase of shares

  (22,502   (70,923,493     (70,945,995   (70,945,995 (22,502  (70,923,493    (70,945,995  (70,945,995

Other acquisitions of non-controlling interests

    (1,466,842     (1,466,842  (1,100,767  (2,567,609   (1,466,842    (1,466,842 (1,100,767 (2,567,609
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013

 Ps.96,392,339   Ps.358,440   Ps.196,960,472   Ps.(1,237,332 Ps.(56,367,265 Ps.(33,706,043 Ps.202,400,611   Ps.7,900,466   Ps.210,301,077   96,392,339   358,440   196,960,472   (1,237,332 (56,367,265 (33,706,043 202,400,611   7,900,466   210,301,077  

Net profit for the year

    46,146,370       46,146,370    1,351,350    47,497,720  

Effect of fair value of derivatives, net of deferred taxes

     (329,112    (329,112  15,540    (313,572

Remeasurement of defined benefit plan, net of deferred taxes

      (6,625,463   (6,625,463  (182,512  (6,807,975

Effect of translation of foreign entities

       (5,786,883  (5,786,883  (468,832  (6,255,715
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Comprehensive income for the year

    46,146,370    (329,112  (6,625,463  (5,786,883  33,404,912    715,546    34,120,458  

Dividends declared

    (16,539,294     (16,539,294  (31,356  (16,570,650

Repurchase of shares

  (9,708   (34,646,254     (34,655,962   (34,655,962

Acquisition of non-controlling interests arising on business combination of Telekom Austria (Note 12)

     9,751    45    (290,461  (280,665  39,239,141    38,958,476  

Capital stock increase in Telekom Austria (Note 12)

         7,181,894    7,181,894  

Other acquisitions of non-controlling interests and others

    54,674       54,674    (4,750,919  (4,696,245
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

 Ps.96,382,631   Ps.358,440   Ps.191,975,968   Ps.(1,556,693 Ps.(62,992,683 Ps.(39,783,387 Ps.184,384,276   Ps.  50,254,772   Ps.234,639,048  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

The accompanying notes are an integral part of these consolidated financial statements.

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands of Mexican pesos)

 

 For the year ended December 31   For the year ended December 31 
 2011 Restated
(Note 3)
 2012 Restated
(Note 3)
 2013 Millions of
U.S. dollars

2013
   2012 2013 2014 Millions of U.S.
dollars
 

Operating activities

         

Profit before income tax

 Ps.127,944,944   Ps.137,632,791   Ps.105,367,219   US$8,056    Ps.137,632,791   Ps.105,367,219   Ps.87,205,269   US$5,926  

Items not requiring the use of cash:

         

Depreciation (Note 8)

 82,642,200   92,268,275    94,893,801    7,257  

Amortization of intangible assets (Note 7 and 9)

 11,354,835   11,316,462    6,641,032    508  

Equity interest in net income of associated companies (Note 10)

 (1,923,997 (761,361  (36,282  (3

Depreciation (Note 10)

   92,268,275   94,893,801    107,909,169    7,332  

Amortization of intangible and other assets (Note 9 and 11)

   11,316,462   6,641,032    7,084,382    481  

Equity interest in net income of associated companies (Note 12)

   (761,361 (36,282  6,073,009    413  

Loss on derecognition of equity method investment (Note 12)

     3,172,218    216  

Loss on sale of property, plant and equipment

 32,463   112,445    546,939    42     112,445   546,939    297,609    20  

Net period cost of labor obligations (Note 12)

 6,611,558   10,141,672    7,292,839    557  

Net period cost of labor obligations (Note 17)

   10,141,672   7,292,839    7,855,714    534  

Foreign currency exchange (gain) loss, net

 30,971,438   (18,908,099  10,120,083    774     (18,908,099 10,120,083    36,559,881    2,484  

Interest income (Note 16b)

 (6,853,900 (5,776,600  (6,245,323  (478

Interest expense (Note 16c)

 20,791,606   24,914,596    30,349,694    2,321  

Interest income

   (3,859,086 (2,925,834  (7,052,271  (479

Interest expense

   22,267,771   23,950,653    31,522,523    2,142  

Employee profit sharing

 4,043,350   4,377,755    4,648,304    355     4,377,755   4,648,304    4,058,158    276  

Loss in partial sales of shares of associated company (Note 14d)

   795,028   896,956    5,554,612    377  

(Gain) loss in valuation of derivative financial instruments, capitalized interest expense and other, net

 (14,745,549 2,988,396    (8,027,124  (614   2,922,679   (5,844,528  (3,410,626  (232

Working capital changes:

         

Accounts receivable from subscribers, distributors and other

 (6,705,574 8,624,782    (12,386,088  (947   8,624,782   (12,386,088  (11,791,213  (801

Prepaid expenses

 (1,307,557 (379,179  (1,596,241  (122   (379,179 (1,596,241  7,469,217    507  

Related parties

 (530,500 45,575    (628,029  (48   45,575   (628,029  470,719    32  

Inventories

 (6,721,377 4,104,304    (9,564,979  (731   4,104,304   (9,564,979  2,470,754    168  

Other assets

 (3,064,825 (3,096,301  (3,081,649  (236   (3,096,301 (3,081,649  (7,996,680  (543

Employee benefits

 (12,769,401 (10,649,297  (13,524,328  (1,034   (10,649,297 (13,524,328  (14,916,385  (1,013

Accounts payable and accrued liabilities

 20,976,860   (2,764,066  37,754,976    2,890     (2,764,066 37,754,976    14,260,208    965  

Employee profit sharing paid

 (3,346,952 (3,354,552  (4,013,320  (307   (3,354,552 (4,013,320  (4,737,467  (322

Financial instruments and other

 6,130,808   (924,497  (1,194,640  (91   (924,497 (1,194,640  (3,984,891  (271

Deferred revenues

 994,315   1,809,425    2,541,976    194     1,809,425   2,541,976    1,356,453    92  

Interest received

 2,272,270   2,229,170    2,944,399    225     2,229,170   2,944,399    4,722,621    321  

Income taxes paid

 (63,556,256 (47,347,341  (55,013,967  (4,207   (47,347,341 (55,013,967  (33,542,469  (2,279
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net cash flows provided by operating activities

 193,240,759   206,604,355    187,789,292    14,361   206,604,355   187,789,292   240,610,514   16,346  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Investing activities

    

Purchase of property, plant and equipment (Note 8)

 (120,193,188 (121,955,947  (118,416,286  (9,056

Acquisition of licenses and right of use (Note 9)

 (993,692 (7,830,248  (3,334,464  (255

Dividends received from associates (Note 9)

  —     571,187    212,394    16  

Purchase of property, plant and equipment (Note 10)

 (121,955,947 (118,416,286 (126,265,297 (8,579

Acquisition of intangibles (Note 11)

 (7,830,248 (3,334,464 (19,319,656 (1,313

Dividends received from associates (Note 12)

 571,187   212,394   359,413   25  

Proceeds from sale of plant, property and equipment

 38,312   58,006    44,045    3   58,006   44,045   96,781   7  

Cash acquired in business combination of NET (Note 10)

  —     5,378,807    

Acquisition of business, net of cash acquired (Note10 )

 (995,621 (2,289,018  (1,730,588  (132

Partial sale of shares of associated company (Note 10)

  —      —      4,299,360    329  

Investments in associate companies (Note 10)

 (1,275,438 (71,560,918  (15,366,062  (1,175

Cash acquired in business combinations (Note 12)

 5,378,807  

Acquisition of businesses, net of cash acquired (Note12)

 (2,289,018 (1,730,588 (11,910,582 (809

Partial sale of shares of associated company (Note 12)

 —     4,299,360   12,066,037   820  

Investments in associate companies (Note 12)

 (71,560,918 (15,366,062 (2,654,342 (180
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net cash flows used in investing activities

 (123,419,627 (197,628,131  (134,291,601  (10,270 (197,628,131 (134,291,601 (147,627,646 (10,029
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Financing activities

    

Loans obtained

 87,230,827   140,094,584    126,301,382    9,659   140,094,584   126,301,382   44,174,698   3,001  

Repayment of loans

 (41,222,218 (97,354,311  (60,710,863  (4,643 (97,354,311 (60,710,863 (36,683,909 (2,492

Interest paid

 (18,067,293 (21,329,791  (22,654,119  (1,732 (21,329,791 (22,654,119 (33,283,418 (2,261

Repurchase of shares

 (53,726,784 (17,836,724  (70,745,785  (5,410 (17,836,724 (70,745,785 (35,049,327 (2,381

Dividends paid

 (17,042,980 (15,384,647  (15,722,576  (1,202

Dividends paid (Note 18)

 (15,384,647 (15,722,576 (17,054,829 (1,159

Derivative financial instruments

 3,158,678   5,003,187    (546,770  (42 5,003,187   (546,770 653,116   44  

Capital stock increase in Telekom Austria (Note 12)

 —     —     7,181,894   488  

Acquisition of non-controlling interests

 (67,464,370 (11,052,674  (2,567,609  (196 (11,052,674 (2,567,609 (4,696,245 (319
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net cash flows used in financing activities

 (107,134,140 (17,860,376  (46,646,340  (3,566 (17,860,376 (46,646,340 (74,758,020 (5,079
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net increase (decrease) in cash and cash equivalents

 (37,313,008 (8,884,152  6,851,351    525   (8,884,152 6,851,351   18,224,848   1,238  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Adjustment to cash flows due to exchange rate fluctuations

 498,539   (4,752,644  (4,175,001  (320

Adjustment to cash flows due to exchange rate fluctuations, net

 (4,752,644 (4,175,001 85,305   6  

Cash and cash equivalents at beginning of the year

 95,938,465   59,123,996    45,487,200    3,478   59,123,996   45,487,200   48,163,550   3,272  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of the year

 Ps.59,123,996   Ps.45,487,200   Ps.48,163,550   US$3,683  Ps.45,487,200  Ps.48,163,550  Ps.66,473,703  US$4,516  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Non-cash transactions related to:

    

Acquisitions of property, plant and equipment in accounts payable at end of year

 Ps.36,319,549   Ps.30,461,133   Ps.15,146,947   US$1,161  Ps.30,461,133  Ps.15,146,947  Ps.16,771,745  US$1,113  
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

The accompanying notes are an integral part of these consolidated financial statements.

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 20122013 and 20132014

(In thousands of Mexican pesos [Ps.] and thousands of

U.S. dollars [US$], unless otherwise indicated)

1. Description of the Businessbusiness and Relevant Events

I. Corporate Information

América Móvil, S.A.B. de C.V. and subsidiaries (hereinafter, the “Company or“Company”, “América Móvil” or “AMX”) was incorporated under laws of Mexico on September 25, 2000. The Company provides telecommunications services in 1825 countries throughout the United States, Latin America, the Caribbean and the Caribbean.Europe. These telecommunications services include mobile and fixedfixed-line voice services, mobilewireless and fixed data services, internet access and paidPay TV, as well as other related services.

 

The voice services provided by the Company, both mobilewireless and fixed, mainly include the following: airtime, local, domestic and international long-distance services and network interconnection services.

 

The data services provided by the Company include the following: value added, corporate networks, data and Internet services.

 

PaidPay TV represents basic services, as well as pay per view and additional programming and advertising services.

 

Related services mainly include equipmentEquipment, accessories and computer sales and

Other related revenues from advertising in telephone directories, publishing and call center services.

In order to provide these services, América Móvil has licenses, permits and concessions (collectively referred to herein as “licenses”) to build, install, operate and exploit public and/or private telecommunications networks and provide miscellaneous telecommunications services (mostly mobile and fixed telephony services), as well as to operate frequency bands in the radio-electric spectrum to be able to provide fixed wireless telephony and to operate frequency bands in the radio-electric spectrum for point-to-point and point-to-multipoint microwave links. The Company holds licenses in the 1825 countries where it has a presence, and such licenses have different dates of expiration through 2046.

Certain licenses require the payment to the respective governments of a share in sales determined as a percentage of revenues from services under concession. The percentage is set as either a fixed rate or in some cases based on certain size of the infrastructure in operation.

The corporate offices of América Móvil are located in Mexico City, Mexico, at Lago Zurich # 245, Colonia Ampliación Granada, Delegación Miguel Hidalgo, zip code 11529.11529, México D.F., México

The accompanying financial statements are expected to bewere approved for their issuance by the Board of DirectorsCompany’s Chief Financial Officer on April 28, 2014.29, 2015, and subsequent events have been considered through that date. They are expected towill then be approvedpresented for approval by the Company’s shareholders on April 28, 2014. Subsequent events30, 2015. Those shareholders have been considered through April 28, 2014.the authority to approve and or otherwise modify the financial statements.

Relevant events

i) During 2012, the Company increased its direct and indirect holding of the outstanding shares of Telmex International, S.A. de C.V. (hereinafter Telint) and Teléfonos de México, S.A. de C.V. (hereinafter Telmex) to 97.59% and 97.53%, respectively, through additional tender offers, in the amount of Ps.8,051,089. As explained in Note 2, acquisitions of such non-controlling interests are accounted for as equity transactions.

ii) Telmex delisted its securities in February 2012 from the NYSE and NASDAQ. It has also terminated its reporting obligations under the Mexican securities laws and the U.S. federal securities laws. It delisted its securities from theMercado de Valores Latinoamericanos en Euros in Madrid, Spain.

iii) On December 7, 2012, Telmex was authorized by the “Comisión Nacional Bancaria y de Valores” to proceed with the cancellation of its shares’ registration in the “Registro Nacional de Valores” and to proceed with its delisting from the Mexican Stock Exchange.

iv) On March 21, 2013, the International Olympic Committee (“IOC”), awarded to AMX the right to broadcast the XXII Olympic Winter Games in Sochi, Russia in 2014 and the Games of the XXXI Olympiad in Rio de Janeiro, Brazil in 2016. AMX has acquired broadcast rights on all media platforms across Latin America, except Brazil.

v)ii) During April 2013, KPN launched a rights offering to raise up to € 3 billion of equity. Pursuant to the Company’s agreement with KPN, the Company subscribed for a share in the rights offering in proportion to the Company’s previous ownership of the KPN shares. Upon settlement of the offering on May 17, 2013, the Company paid € 895.8 million (Ps.14.2 billion) and owned a total of 1,267,677,000 shares of KPN continuing to represent 29.77% of the then outstanding shares of KPN. As explained in Note 12, the Company has subsequently sold some of its ownership interest in KPN.

vi)iii) On July 29, 2013, the Company terminated the Relationship Agreement dated February 20, 2013 entered into with KPN.

iv) On March 7, 2014, the new Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones, or the “IFT”) issued a resolution determining that the Company’s operating subsidiaries, including Radiomovil Dipsa, S.A. de C.V. (“Telcel”) and Telefonos de Mexico, S.A.B. de C.V. (“Telmex”), as well as other related parties such as Grupo Carso, S.A.B. de C.V. and Grupo Financiero Inbursa, S.A.B. de C.V. are part of an “economic interest group” that is a “preponderant economic agent” in the Mexican telecommunications sector, and imposing certain asymmetric regulation on the Company’s Mexican fixed-line and wireless businesses.

v) On April 23, 2014, Österreichische Industrieholding AG (“ÖIAG”) entered into a shareholders’ agreement, effective June 27, 2014, with AMX, by which the parties have contractually undertaken to jointly pursue a long-term policy with regard to the management of Telekom Austria AG (Telekom Austria), by exercising voting rights on a concerted basis (“Syndicate Agreement”). Furthermore, the Syndicate Agreement contains rules on the uniform exercise of voting rights in the corporate bodies of Telekom Austria, nomination rights for members of the Supervisory and Management Boards and share transfer restrictions. The shareholders agreement and public offer were subject to certain regulatory approvals. Once the conditions were satisfied, AMX obtained operational responsibilities in Telekom Austria and enhanced its role in their supervisory and Management Board resulting in power to direct relevant activities of Telekom Austria.

vi) On May 15, 2014, AMX published a voluntary public takeover offer for all shares of Telekom Austria (“Offer”). On July 17, 2014, at the end of the Offer period, AMX held in total 50.81% of the share capital of Telekom Austria, while ÖIAG continued to hold 28.42%. The Syndicate Agreement currently covers 351.0 million shares of Telekom Austria, which equates to a shareholding of 79.23%. See further disclosures related to the acquisition of Telekom Austria in Note 12.

vii) On July 8, 2014, the Company’s Board of Directors approved the implementation of various measures to reduce its national market share in the Mexican telecommunications market to under 50% in order to cease to be a “preponderant economic agent”, which are still under the analysis of the Company’s management and subject to approval. In addition, it was also resolved that all cellular sites, including towers and related passive infrastructure in Mexico, are to be separated from the Company’s Mexican subsidiary Telcel for their corresponding operation and commercialization to all interested parties, subject to certain corporate, regulatory and government approvals. The Company concluded that the conditions required in IFRS 5 “Non-current assets held for

sale and discontinued operations” were not been met for such assets to be considered as held for distribution to owners as of December 31, 2014. See Note 23 for subsequent events.

viii) On September 30, 2014, Claro Brasil (a subsidiary of the Company) was granted the use of 20MHz of spectrum nationwide in the 700MHz frequency for a 15-year period through a public auction process. The spectrum will be used in conjunction with our 4G-LTE network. Such licenses were paid and recorded in December 2014 for an amount of Ps.9,662,052.

2. Basis of Preparation of the Consolidated Financial Statements and Summary of Significant Accounting Policies and Practices

a) Basis of preparation

The accompanying consolidated financial statements for all the periods presented have been prepared in conformity with International Financial Reporting Standards, , as issued by the International Accounting Standards Board (“IASB”) (hereafter referred to as IFRS), in force at December 31, 2013..

The consolidated financial statements have been prepared on the historical cost basis, except for the derivative financial instruments (assets and liabilities) and, the trust assets of post-employment and other employee benefit plans.

The preparation of these financial statements under IFRS requires the use of critical estimates and assumptions that affect the amounts reported for certain assets and liabilities, as well as certain income and expenses. It also requires that management exercise judgment in the application of the Company’s accounting policies. Actual results could differ from these estimates and assumptions.

The financial statements provide comparative information in respect of the previous period. In addition, América Móvil presents an additional statement of financial position at the beginning of the earliest period presented when there is a retrospective application of an accounting policy, a retrospective restatement, or a reclassification of items in financial statements. An additional statement of financial position as at January 1, 2012 is presented in these financial statements for disclosure purposes due to the retrospective application of IAS 19R, as explained in Note 3.

The Mexican peso is the functional currency of the Company’s Mexican operations and the consolidated reporting currency of the parent Company in Mexico.

b) Business combination, consolidation and basis of translation of financial statements of foreign subsidiariesCompany.

i) Business combination

Subsidiaries:Basis of consolidation

The consolidated financial statements include the accounts of América Móvil, S.A.B. de C.V. and those of the subsidiaries over which the Company exercises control. The financial statements for the subsidiaries were prepared for the same period as the Company, applying consistent accounting policies. All of the companies operate in the telecommunications field or provide services to companies relating to this activity.

The investments in associated companies in which the Company exercises significant influence are accounted for using the equity method, whereby América Móvil recognizes its share in the net profit (losses) and equity of the associate.

The results of operations of the subsidiaries and associates were included in the Company’s consolidated financial statements beginning as of the month following their acquisition.

Non-controlling interests represent the portion of profits or losses and net assets not held by the Company. Non-controlling interests are presented separately in the consolidated statement of comprehensive income and in equity in the consolidated statements of financial position separately from América Móvil’s own equity.

Acquisition-related cost is accounted as an expense in the consolidated statements of comprehensive income as they are incurred.

Goodwill is initially measured as the excess of the aggregate of the fair value of the consideration transferred plus any non-controlling interest in the acquiree over the net value of the identifiable assets acquired and liabilities assumed as of the acquisition date.

If the consideration paid is less than the fair value of the net assets of the acquired company, (in the case of a bargain purchase), the difference is recognized in the consolidated statements of comprehensive income.

ii) Consolidation and equity method

The consolidated financial statements include the accounts of América Móvil, S.A.B. de C.V. and those of the subsidiaries over which the Company exercises control. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee, if and only if, the Company has:

 

a)(i)Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee).;

 

b)(ii)Exposure, or rights, to variable returns from its involvement with the investee,investee; and

 

c)(iii)The ability to use its power over the investee to affect its returns.

When the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

 

(i)The contractual arrangement with the other vote holders of the investeeinvestee;

 

(ii)Rights arising from other contractual arrangementsarrangements; and

 

(iii)The Company’s voting rights and potential voting rights.

The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statements of comprehensive income from the date the Company gains control until the date the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Company and to the non-controlling interests. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies. All intercompany balances and transactions are eliminated in the consolidated financial statements.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Company loses control over a subsidiary, it:

 

(i)Derecognizes the assets (including goodwill) and liabilities of the subsidiarysubsidiary;

 

(ii)Derecognizes the carrying amount of any non-controlling interestsinterests;

 

(iii)Derecognizes the cumulative translation differences recorded in equityequity;

 

(iv)Recognizes the fair value of the consideration receivedreceived;

 

(v)Recognizes the fair value of any investment retainedretained;

 

(vi)Recognizes any surplus or deficit in profit or lossloss; and

 

(vii)Reclassifies the parent’s share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Company had directly disposed of the related assets or liabilities.

The financial statements for the subsidiaries were prepared for the same period as the holding company, applying consistent accounting policies. All of the companies operate in the telecommunications field or provide services to companies relating to this activity.

Non-controlling interests refers to certain subsidiaries in which the Company does not hold 100% of the shares.

Non-controlling interests represent the portion of profits or losses and net assets not held by the Company. Non-controlling interests are presented separately in the consolidated statements of comprehensive income and in equity in the consolidated statements of financial position separately from América Móvil’s own equity.

Non-controlling interests refers to certain subsidiaries in which the Company does not hold 100% of the shares.

Acquisitions of non-controlling interests are accounted for as equity transactions. The difference between the book value and the subscription price for acquired shares under common control are accounted for as an equity transaction within retained earnings.

Associates:

Associates are all those entities overfor which the Company has significant influence over without having control. According to IAS 28, “Investments in Associates”, significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. Significant influence typically exists when an investor holds from 20% to 50% of the voting power of an investee.

Investments in associates are accounted for using the equity method and are initially recognized at cost. The Company’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses.

The Company’s participationinvestments in associated companies in which the Company exercises significant influence are accounted for using the equity method, whereby América Móvil recognizes its share in the profits or lossesnet profit (losses) and equity of the associate after acquisition is recognizedassociate.

The results of operations of the subsidiaries and associates are included in the Company’s consolidated financial statements beginning as of comprehensive incomethe month following their acquisition and its share of other comprehensive income after acquisition is recognized directly in other comprehensive income.

The Company assesses at each reporting date whether there is objective evidence that its investment in associates is impaired. If so, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value.

The Company’s equity interest in the most significant subsidiaries and associated companies at December 31, 20122013 and 20132014, is as follows:

 

    Equity interest at
December 31
 

Company name

 

Country

     2012          2013     

Subsidiaries:

  

AMX Tenedora, S.A. de C.V. (a)

 Mexico  100.0  100.0

Carso Telecom B.V. (antes Amov Europa B.V.) (a)

 Netherlands  100.0  100.0

AMOV Canadá, S.A. (a)

 Mexico  100.0  100.0

Compañía Dominicana de Teléfonos, S.A. (“Codetel”) (b)

 Dominican Republic  100.0  100.0

Sercotel, S.A. de C.V. (a)

 Mexico  100.0  100.0

Radiomóvil Dipsa, S.A. de C.V. y subsidiarias (“Telcel”) (b)

 Mexico  100.0  100.0

Telecomunicaciones de Puerto Rico, Inc. (b)

 Puerto Rico  100.0  100.0

Puerto Rico Telephone Company, Inc. (b)

 Puerto Rico  100.0  100.0

Servicios de Comunicaciones de Honduras, S.A. de C.V. (“Sercom Honduras”) (b)

 Honduras  100.0  100.0

AMX USA Holding, S.A. de C.V. (a)

 Mexico  100.0  100.0

TracFone Wireless, Inc. (“TracFone”) (b)

 USA  98.2  98.2

AM Telecom Américas, S.A. de C.V. (a)

 Mexico  100.0  100.0

Claro Telecom Participacoes, S.A. (a)

 Brazil  100.0  100.0

Americel, S.A. (b)

 Brazil  100.0  100.0

Claro S.A. (antes BCP, S.A.) (b)

 Brazil  100.0  100.0

América Central Tel, S.A. de C.V. (“ACT”) (b)

 Mexico  100.0  100.0

Telecomunicaciones de Guatemala, S.A. (“Telgua”) (b)

 Guatemala  99.3  99.3

Empresa Nicaragüense de Telecomunicaciones, S.A. (“Enitel”) (b)

 Nicaragua  99.5  99.5

Estesa Holding Corp. (a)

 Panama  100.0  100.0

Cablenet, S.A. (b)

 Nicaragua  100.0  100.0

Estaciones Terrenas de Satélite, S.A. (“Estesa”) (b)

 Nicaragua  100.0  100.0

AMX El Salvador, S.A de C.V. (b)

 Mexico  100.0  100.0

Compañía de Telecomunicaciones de El Salvador, S.A. de C.V. (“CTE”) (b)

 El Salvador  95.8  95.8

Cablenet, S.A. (“Cablenet”) (b)

 Guatemala  95.8  95.8

Telecomoda, S.A. de C.V. (“Telecomoda”) (b)

 El Salvador  95.8  95.8

Telecom Publicar Directorios, S.A. de C.V. (“Publicom”) (c)

 El Salvador  48.9  48.9

CTE Telecom Personal, S.A. de C.V. (“Personal”) (b)

 El Salvador  95.8  95.8

Comunicación Celular, S.A. (“Comcel”) (b)

 Colombia  99.4  99.4

Megacanales, S.A. (1) (b)

 Colombia  99.4  —    

The Now Operation, S.A. (2) (b)

 Colombia  99.4  —    

Telmex Colombia, S.A. (b)

 Colombia  99.3  99.3

Consorcio Ecuatoriano de Telecomunicaciones, S.A. (“Conecel”) (b)

 Ecuador  100.0  100.0

AMX Argentina, S.A. (b)

 Argentina  100.0  100.0

AMX Wellington Gardens, S.A. de C.V. (a)

 Mexico  100.0  100.0
      Equity interest at
December 31
 

Company name

  Country  2013  2014 

Subsidiaries:

     

AMX Tenedora, S.A. de C.V. (a)

  Mexico   100.0  100.0

Carso Telecom B.V. (formerly Amov Europa B.V.) (a)

  Netherlands   100.0  100.0

AMOV Canadá, S.A. (a)

  Mexico   100.0  100.0

Compañía Dominicana de Teléfonos, S.A. (“Codetel”) (b)

  Dominican Republic   100.0  100.0

Sercotel, S.A. de C.V. (a)

  Mexico   100.0  100.0

Radiomóvil Dipsa, S.A. de C.V. y subsidiarias (“Telcel”) (b)

  Mexico   100.0  100.0

Telecomunicaciones de Puerto Rico, Inc. (b)

  Puerto Rico   100.0  100.0

Puerto Rico Telephone Company, Inc. (b)

  Puerto Rico   100.0  100.0

Servicios de Comunicaciones de Honduras, S.A. de C.V. (“Sercom Honduras”) (b)

  Honduras   100.0  100.0

AMX USA Holding, S.A. de C.V. (a)

  Mexico   100.0  100.0

TracFone Wireless, Inc. (“TracFone”) (b)

  USA   98.2  98.2

AM Telecom Américas, S.A. de C.V. (a)

  Mexico   100.0  100.0

 Equity interest at
December 31
      Equity interest at
December 31
 

Company name

 

Country

     2012         2013       Country  2013 2014 

Subsidiaries:

    

Claro Telecom Participacoes, S.A. (“Claro Brasil”)(a)

  Brazil   100.0  100.0

Americel, S.A. (b)

  Brazil   100.0  100.0

Claro S.A. (before BCP, S.A.) (b)

  Brazil   100.0  96.2

América Central Tel, S.A. de C.V. (“ACT”) (b)

  Mexico   100.0  100.0

Telecomunicaciones de Guatemala, S.A. (“Telgua”) (b)

  Guatemala   99.3  99.3

Empresa Nicaragüense de Telecomunicaciones, S.A. (“Enitel”) (b)

  Nicaragua   99.5  99.6

Estesa Holding Corp. (a)

  Panama   100.0  100.0

Cablenet, S.A. (b)

  Nicaragua   100.0  100.0

Estaciones Terrenas de Satélite, S.A. (“Estesa”) (b)

  Nicaragua   100.0  100.0

AMX El Salvador, S.A de C.V. (b)

  Mexico   100.0  100.0

Compañía de Telecomunicaciones de El Salvador, S.A. de C.V. (“CTE”) (b)

  El Salvador   95.8  95.8

Cablenet, S.A. (“Cablenet”) (b)

  Guatemala   95.8  95.8

Telecomoda, S.A. de C.V. (“Telecomoda”) (b)

  El Salvador   95.8  95.8

Telecom Publicar Directorios, S.A. de C.V. (“Publicom”) (c)

  El Salvador   48.9  48.8

CTE Telecom Personal, S.A. de C.V. (“Personal”) (b)

  El Salvador   95.8  95.8

Comunicación Celular, S.A. (“Comcel”) (b)

  Colombia   99.4  99.4

Telmex Colombia, S.A. (b)

  Colombia   99.3  99.3

Consorcio Ecuatoriano de Telecomunicaciones, S.A. (“Conecel”) (b)

  Ecuador   100.0  100.0

AMX Argentina, S.A. (b)

  Argentina   100.0  100.0

AMX Wellington Gardens, S.A. de C.V. (a)

  Mexico   100.0  100.0

Widcombe, S.A. de C.V. (a)

 Mexico 100.0  100.0  Mexico   100.0  100.0

AMX Paraguay, S.A. (b)

 Paraguay 100.0  100.0  Paraguay   100.0  100.0

AM Wireless Uruguay, S.A. (b)

 Uruguay 100.0  100.0  Uruguay   100.0  100.0

Claro Chile, S.A. (b)

 Chile 100.0  100.0  Chile   100.0  100.0

América Móvil Perú, S.A.C (b)

 Peru 100.0  100.0  Peru   100.0  100.0

Claro Panamá, S.A. (b)

 Panama 100.0  100.0  Panama   100.0  100.0

Carso Global Telecom, S.A.B. de C.V. (a)

 Mexico 99.9  99.9

Carso Global Telecom, S.A. de C.V. (a)

  Mexico   99.9  99.9

Empresas y Controles en Comunicaciones, S.A. de C.V. (a)

 Mexico 99.9  99.9  Mexico   99.9  99.9

Teléfonos de México, S.A.B. de C.V. (b) (2)

 Mexico 97.5  97.7  Mexico   97.7  98.7

Telmex Internacional, S.A. de C.V. (b)

 Mexico 97.6  97.7  Mexico   97.7  97.8

Empresa de Servicios y Soporte Integral GC, S.A.P.I. de C.V.

  Mexico   97.7  98.7

Controladora de Servicios de Telecomunicaciones, S.A. de C.V. (b)

 Mexico 97.6  97.7  Mexico   97.7  98.4

Telmex Argentina, S.A. (b)

 Argentina 99.6  99.6  Argentina   99.6  99.7

Ertach, S.A. (b)

 Argentina 99.5  99.5  Argentina   99.5  99.8

Telstar, S.A. (b)

 Uruguay 99.9  99.9  Uruguay   99.9  99.9

Ecuador Telecom, S.A. (b)

 Ecuador 97.6  97.7  Ecuador   97.7  98.4

Empresa Brasileira de Telecomunicacoes, S.A.—(“Embratel”) (b)

 Brazil 95.4  95.7

Empresa Brasileira de Telecomunicacoes, S.A. (“Embratel”) (b) (1)

  Brazil   95.7  —    

Páginas Telmex Colombia, S.A. (c)

 Colombia 97.6  97.7  Colombia   97.7  —    

Claro 155, S.A. (c)

 Chile 97.6  97.7  Chile   97.7  —    

Claro 110, S.A. (c)

 Chile 99.9  99.9  Chile   99.9  99.9

Sección Amarilla USA, LLC. (c)

 USA 97.6  97.7  USA   97.7  98.4

Publicidad y Contenido Editorial, S.A. de C.V. (c)

 Mexico 97.6  97.7  Mexico   97.7  98.4

Editorial Contenido, S.A. de C.V. (c)

 Mexico 97.6  97.7  Mexico   97.7  98.4

Plaza VIP COM, S.A.P.I. de C.V. (c)

 Mexico 97.6  97.7  Mexico   97.7  98.4

Grupo Telvista, S.A. de C.V. (c)

 Mexico 88.9  88.9  Mexico   88.9  89.4

Net Servicios de Comunicacao, S.A. (“NET”) (b)

 Brazil 88.0  92.2

Net Servicios de Comunicacaos, S.A. (“NET”) (b) (1)

  Brazil   92.2  —    

Telekom Austria AG (b)

  Austria   —      59.7

Associates:

        

Hildebrando, S.A. de C.V. (c)

 Mexico 35.0  35.0

Hitss Solutions (c)

  Mexico   35.0  35.6

KoninKlijke KPN B.V. (“KPN”) (b)

 Netherlands 29.8  27.4  Netherlands   27.4  21.4

Telecom Austria AG (b)

 Austria 23.7  23.7

Telekom Austria AG (b) (2)

  Austria   23.7  —    

 

a)Holding companies
b)Operating companies offeringof mobile and fixed services
c)Advertising, media, and content companies andand/or other businesses
(1)1)Liquidated on April 23, 2013On December 31, 2014 these entities were merged in Claro Brasil.
(2)2)During 2013, certain real estate assets of Telmex were spun-off into separate legal entities. This spin-off did not have an impactSee Note 12 for further details on the consolidated financial position of the Company.its consolidation.

iii)

ii) Basis of translation of financial statements of foreign subsidiaries and associated companies

The operating revenues of foreign subsidiaries (those outside of Mexico) jointly represent approximately 59%63%, 63%65% and 65%66% of operating revenues of 2011, 2012, 2013 and 2013,2014, respectively, and their total assets jointly represent approximately 72%70% and 70%78% of total assets at December 31, 20122013 and 2013,2014, respectively.

The financial information is consolidated, as appropriate, after the financial statements have been converted to IFRS in the respective local currency and translated into the reporting currency.

Since noneNone of the Company’s subsidiaries, with the except of Belarus (See Note 2o), operate in a hyperinflationary economic environment and the local currency is their functional currency, the translation of their financial statements prepared under IFRS and denominated in their respective local currencies, are translated as follows:

 

all monetary assets and liabilities arewere translated at the prevailing exchange rate at the period closing;

 

all non-monetary assets and liabilities are translated at the prevailing exchange rate in effect at the period closing;

 

equity accounts are translated at the prevailing exchange rate at the time the capital contributions were made and the profits were generated;

 

revenues, costs and expenses are translated at the average exchange rate during the applicable period;

 

the difference resulting from the translation process is recognized in equity in the caption “Effect of translation”;.

 

the consolidated statements of cash flows arewere translated using the weighted-average exchange rate for the applicable period, and the resulting difference is shown in the consolidated statement of cash flows under the heading “Adjustment to cash flows due to exchange rate fluctuations”.

The difference resulting from the translation process is recognized in equity in the caption “Effect of translation”. At December 31, 20122013 and 2013,2014, the cumulative translation loss was Ps.(7,220,700)(33,706,043) and Ps.(33,706,043)(39,783,387), respectively.

c)b) Revenue recognition

Revenues are recognized at the time the related service is rendered, provided that the revenue maycan be measured reliably, measured, it is probable that the entity will receive the economic benefits associated with the transaction, the degreestage of completion of the transaction may be reliably measured and there is high a certainty of collectability.

For the postpaid plans, the amount billed to clients combines a fixed tariff for a specific quantity of services, plus the rates for the use above of the specified quantities (minutes included in each plan). ExpensesCosts related to these services are recognized when the services areservice is rendered.

The Company divides its main services into sixseven types as presented in the consolidated statements comprehensive income, statements, as follows:

 

Mobile voice

 

Mobile data

 

Fixed voice

 

Fixed data

 

PaidPay TV

Sales of equipment, accessories and computers

 

Other related services

To recognize the multi-elements or multiple services at theirits fair value, the Company has established the necessary indicators and metrics that allowallows it to assign to each type of element its fair value. In multi-elementmulti-elements plans, these indicators are based on the price offered in each package, considering the number of offered minutes and the data plans offered to the subscribers.

Voice services

 

Monthly rent in post-paid plans is billed based on the associated plan and package rates, corresponding to when the services are provided. Revenues billed for services to be rendered in the future are initially recorded as deferred revenues.

Revenues from local services are derived from charges for line installations, monthly rent for services and monthly charges for metered services based on the number of minutes used.minutes. These revenues depend on the number of lines in service, the number of newly installed lines and the volume of minutes.

 

Revenues for interconnection services, which represent calls from other carriers entering the Company’s mobile and fixed line networks (incoming interconnection services), are recognized at the time the service is provided. Such services are invoiced based on the rates previously agreed with other carriers.

 

Long-distance revenues originate from airtime or minutes used in making calls toin a region or coverage areaareas outside of the area where the customer’s service is activated. These revenues are recognized at the time the service is provided.

 

Revenues from roaming charges are related to airtime charged to customers for making or receiving calls when visiting a local service area, country or region outside the local service area where the customer’s service is activated. The related revenues are recognized at the time the service is provided based on the rates established and agreed upon by our subsidiaries with other domestic and international mobile carriers. See Note 231 on relevant events on new regulation.

Data

 

Value addedValue-added services and other services include voice services and data transmission services (such as two-way and written messages, call information, ring tones, and emergency services, among others). Revenues from such services are recognized at the time they are provided or when the services are downloaded.

 

Revenues from internet services and the sale of point-to-point and point-to-multipoint links are recognized on the date of installation, which is similar to the date when the respective traffic begins.

 

Revenues from corporate networks are obtained mainly from private lines and from providing virtual private network services. These revenues are recognized at the time the respective traffic begins.

Pay television

 

Revenues from pay TV include payments for package deals, pay-per-view and advertising, all of which are recognized at the time the services are provided.

Other related services

Equipment,

Sales of equipment, accessories and computers sale

 

Sales of mobile phone equipment, accessories and computers, which are made to authorized distributors and the general public, are recognized as revenue at the time the products are delivered and accepted by the customer and the recovery of the amounts is probable. The distributors and general public do not have the right to return the products.

The majority of equipment sales are performed though distributors, though not exclusively, as a portion of these equipment sales is performed through client service centers.

Marketing revenuesOther related services

Advertising revenues earned through the publication of telephone directory are recognized over the life of the directories.

Transmission rights

Transmission rights include exclusive rights for the transmission of the Winter Olympic Games and the Rio de Janeiro Olympics offor 2016. The related costs and expenses (amortization of its investment) are recognized when the associated revenue is recognized.

Marketing revenues

Advertising revenues earned through the publication of the telephone directory are recognized over the life of the directories.

Points programs

Points programs offer by some subsidiaries are initially recognized as a reduction to revenues, since they effectively represent a decrease in the price of mobile services and equipment.deferred revenue. Upon redemption of points, the deferred incomerevenue is cancelled and the revenue is recognized along with the cost of equipment is expensed.equipment.

Commissions to distributors

Distribution agreements have three types of commissions related to postpaid plans.

Loyalty and activation commissions are accrued monthly as an expense based on statistical information about customer retention, sales volume and the number of new customers obtained by each distributor. Retention commissions are paid when customers continue for a specified period. Volume commissions are paid at the time the distributor reaches prescribed ranges of activated clients.

In all three cases the fees are recognized within commercial, administrative and general expenses, as these fees are not reflected in the price of services and products.

d)c) Cost of mobile equipment and computers

The cost of mobile equipment and computers is recognized at the time the related revenue is recognized. The costs relating to the sale of such equipment areis recognized in cost of sales and services. The cost is deferred as part of other assets. See Note 9.

e)d) Cost of services

These costs include the cost of call terminations in the networks of other carriers, the costs to link the fixed and mobile networks, payments for long-distance services, rental costs for the use of infrastructure (links, ports and measured service), as well as message exchanges between carriers. Such costs are recognized at the time the service is received by the fixed or mobile carriers. These costs also include last-mile costs and line installation costs, which are also recognized at the time the services are received.

Last mile installation costs and decoder-related charges are capitalized at the time of installation and depreciated over the average useful life as the customer remains active in the Company.

f)– Commissions to distributors

Distribution agreements have three types of commissions related to postpaid plans.

Loyalty and activation commissions are accrued monthly as an expense based on statistical information about customer retention, sales volume and the number of new customers obtained by each distributor. Retention commissions are paid when customers continue for a specified period. Volume commissions are paid at the time the distributor reaches prescribed ranges of activated clients.

In all three cases the fees are recognized within commercial, administrative and general expenses, as these fees are not reflected in the price of services and products.

e) Cash and cash equivalents

Cash and cash equivalents consist of bank deposits and highly liquid investments with maturities of less than three months. These investments are stated at cost plus accrued interest, which is similar to their market value.

g)The Company also maintains restricted cash held as collateral to meet certain contractual obligations (see Note 9). Restricted cash is presented within other non-current financial assets given that the restrictions are long-term in nature.

f) Allowance for bad debts

The Company periodically recognizes a provision for doubtful accounts based mainly on its past experience, the aging of its accounts receivable, the delays in resolving its disputes with other carriers, and the market segments of its customers (governments, businesses and mass market).

Collection policies and procedures vary depending on the credit history of the customer, the credit granted, and the age of the unpaid calls among other reasons.

The evaluation of collection risk of accounts receivables with related parties is performed annually based on an examination of each related party’s financial situation and the markets in which they operate.

h)g) Inventories

Inventories, which are mainly composed of cellular equipment, accessories, tablets and other devices, are initially recognized at historical cost and are valued using the average cost method, without exceeding their net realizable value.

The estimate of the realizable value of inventories on-hand is based on their age and turnover.

The difference between the sales price to the end user and the subsidized cost of equipment is recognized as an expense in the “cost of sales and service” in the consolidated statements of comprehensive income, at the time of delivery.delivery, consequently, the cost of equipment includes the corresponding adjustments of its net realizable value.

i)h) Business combinations and goodwill

Business combinations are accounted for using the acquisition method, which in accordance with IFRS 3, “Business acquisitions”Business combination, consists in general terms as follows:

 

(i)i)identifyIdentify the acquirer

 

(ii)ii)determineDetermine the acquisition date

 

(iii)iii)valueValue the acquired identifiable assets and assumed liabilities

 

(iv)iv)recognizeRecognize the goodwill or a bargain purchase gain

For acquired subsidiaries, goodwill represents the difference between the purchase price and the fair value of the net assets acquired at the acquisition date. For acquired associates, the investment in associates includes goodwill identified on the acquisition, date, net of any impairment loss.

Acquisition-related cost is accounted for as an expense in the “other expenses” caption in the consolidated statements of comprehensive income as they are incurred.

When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstance and pertinent conditions as of the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

If the business combination is achieved in stages, any previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss in the “Other expenses” caption in the consolidated statements of comprehensive income.

Goodwill is initially measured as the excess of the aggregate of the fair value of the consideration transferred plus any non-controlling interest in the acquiree over the net value of the identifiable assets acquired and liabilities assumed as of the acquisition date.

If the consideration paid is less than the fair value of the net assets of the acquired company, (in the case of a bargain purchase), the difference is recognized in the consolidated statements of comprehensive income.

Goodwill is reviewed annually to determine its recoverability, or more often if circumstances indicate that the carrying value of the goodwill might not be fully recoverable.

The possible loss of value in goodwill is determined by analyzing the recovery value of the cash generating unit (or the group thereof) to which the goodwill is associated at the time it originated. If this recovery value is lower than the carrying value, an impairment loss is charged to results of operations.

For the years ended December 31, 2011, 2012, 2013 and 2013,2014, no impairment losses were recognized for the goodwill shown in the Company’s consolidated statements of financial position.

j)i) Property, plant and equipment

i) Property, plant and equipment are recorded at acquisition cost, net of accumulated depreciation. Depreciation is computed on the cost of the assets using the straight line method, based on the estimated useful lives of the related assets, beginning the month after they become available for use.

The Company periodically assesses the residual values, useful lives and depreciation methods associated with its property, plant and equipment. If necessary, the effects of any changes in accounting estimates is recognized prospectively, at the closing of each period, in accordance with IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”.

Borrowing costs that are incurred for general financing for construction in progress for periods exceeding six months are capitalized as part of the cost of the asset. During 2011, 2012, 2013 and 20132014, the borrowing costs that were capitalized amounted to Ps.3,845,609, Ps.3,152,811, Ps.3,002,576 and Ps.3,002,576,Ps. 3,258,928, respectively.

Inventories for the operation of telephone plant are valued using the average cost method, without exceeding their net realizable value.

The valuations of inventories for the operation of telephone plant considered obsolete, defective or slow-moving, are reduced to their estimated net realizable value. The estimate of the recovery value of inventories is based on their age and turnover.

In addition to the purchase price and costs directly attributable to preparing an asset in terms of its physical location and condition for use as intended by management, when required, the cost also includes the estimated costs for the dismantlingdismantlement and removal of the asset, and for restoration of the site where it is located. See Note 13b)15c).

For property, plant and equipment made up of several components with different useful lives, the major individual components are depreciated over their individual useful lives. Maintenance costs and repairs are expensed as incurred.

ii) The net book value of property, plant and equipment is removed from the consolidated statements of financial position at the time the asset is sold or when no future economic benefits are expected from its use or sale. Any gains or losses on the sale of property, plant and equipment represent the difference between net proceeds of the sale, if any, and the net book value of the item at the time of sale. These gains or losses are recognized as either other operating income or operating expenses upon sale.

iii) The Company periodically assesses the residual values, useful lives and depreciation methods associated with its property, plant and equipment. If necessary, the effects of any changes in accounting estimates is recognized prospectively, at the closing of each period, in accordance with IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”.

For property, plant and equipment made up of several components with different useful lives, the major individual components are depreciated over their individual useful lives. Maintenance costs and repairs are expensed as incurred.

Annual depreciation rates are as follows:

 

Telephone plant in operation:operation and equipment:

Monitoring equipment and network performance

20%-33-33%

Base stations

2020%

Switching and telephone exchanges

2020%

Towers, antennas and engineering works

1010%

Measuring equipment

1717%

Buildings

3.33%

Submarine cable

3.335%

Other assets

10%-33-33%

iv) The carrying value of property, plant and equipment is reviewed whenever there are indicators of impairment in such assets. Whenever an asset’s recovery value, which is the greater of the asset’s selling price and its value in use (the present value of future cash flows), is less than the asset’s net carrying value, the difference is recognized as an impairment loss.

During the years ended December 31, 2011, 2012, 2013 and 2013,2014, no impairment losses were recognized.

k) Licenses, trademarksv) Inventories for operation of the plant

Inventories for the operation of telephone plants are valued using the average cost method, without exceeding their net realizable value.

The valuation of inventories for the operation of telephone plants considered obsolete, defective or slow-moving, are reduced to their estimated net realizable value. The estimate of the recovery value of inventories is based on their age and rights of useturnover.

j) Intangibles

i) Licenses are recorded at acquisition cost, net of accumulated amortization.

Licenses to operate wireless telecommunications networks are accountedrecorded for at acquisition cost or at fair value at theirits acquisition date.date, net of accumulated amortization.

The licenses that in accordance with government requirements are categorized as automatically renewable, for a nominal cost and with substantially consistent terms, are considered by the Company as intangible assets with an indefinite useful life. Accordingly, they are not amortized. Licenses are amortized when the Company does not have a basis to conclude that they haveare indefinite lives.lived. Licenses are amortized using the straight-line method over a period ranging from 5 to 20 years, which represents the usage period of the assets. The payments to the governments are recognized in the cost of service and equipment.

ii) Trademarks

Trademarks are recorded at their fair value at the valuation date when acquired,acquired. The useful lives of trademarks are assessed as determined by independent appraisers, andeither finite or indefinite. Trademarks with finite useful lives are amortized using the straight-line method over a period ranging from 1 to 10 years.years . Trademarks with indefinite useful lives are not amortized, but are tested for impairment annually at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable, if not, the change in useful life from indefinite to finite is made on a prospective basis.

iii) Rights of use

Rights of use are recognized according to the amount paid for the right to carry traffic and are amortized over the period in which they are granted.

The carrying value of the Company’s licenses and trademarks with indefinite useful lives and with finite useful lives isare reviewed annually and whenever there are indicators of impairment in the value of such assets. When an asset’s recoverable amount, which is the higher of the asset’s fair value, less disposal costs and its value in use (the present value of future cash flows), is less than the asset’s carrying value, the difference is recognized as an impairment loss.

iv) Customer relationships

The value of customer relations are determined and valued at the time that a new subsidiary is acquired, as determined by the Company with the assistance of independent appraisers, and is amortized over the useful life of the customer relationship on a five years.

During the years ended December 31, 2011, 2012, 2013 and 2013,2014, no impairment losses were recognized.recognized for licenses, trademarks, rights of use or customer relationships.

l)

k) Impairment in the value of long-lived assets

The Company has a policy in place for evaluating the existence of indicators of impairment in the carrying value of long-lived assets, investments in associates, goodwill and intangible assets. When there are such indicators, or in the case of assets whose nature requires an annual impairment analysis (goodwill and intangible assets with indefinite useful lives), the Company estimates the recoverable amount of the asset, which is the higher of its fair value, less disposal costs, and its value in use. Value in use is determined by discounting estimated future cash flows, applying a pre-tax discount rate after taxes that reflects the time value of money and taking into consideration the specific risks associated with the asset. When the recoverable amount of an asset is below its carrying value, impairment is considered to exist. In this case, the carrying value of the asset is reduced to the asset’s recoverable amount, recognizing the loss in results of operations for the respective period. Depreciation and/or amortization expense of future periods is adjusted based on the new carrying value determined for the asset over the asset’s remaining useful life. Impairment is computed individually for each asset. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets.

In the estimation of impairments, the Company uses the strategic plans established for the separate cash-generating units to which the assets are assigned. Such strategic plans generally cover a period from three to five years. For longer periods, beginning in the fifth year, projections are based on such strategic plans while applyingmaintained at a constant or declining expectedfor all the following years with no growth rate.

Key assumptions used in value in use calculations

The forecasts were performed by the Company’s management in real terms (net of(without inflation) and in pesos with acquisition value as of December 31, 2013.2014.

In developing information for financial forecasts, premises and assumptions have been included that any other market participant in similar conditions would consider.

Local synergies have not been taken into consideration that any other market participant would not have taken into consideration to prepare similar forecasted financial information.

The assumptions used to develop the financial forecasts were validated by the Company’s Chief Executive Officer and the Chief Financial Officermanagement for each of the cash-generating unitscash generating unit (“CGUs”), taking into consideration the following:

 

Current subscribers and expected growthgrowth.

 

Type of subscribers (prepaid, postpaid, fixed line, multiple services)

 

Market situation and penetration expectations

 

New products and services

Economic situation of each country

 

Investments in maintenance of the current assets

 

Investments in technology for expanding the current assets

 

Market consolidation and market participant synergies

The foregoing forecasts could differ from the results obtained overthrough time; however, América Móvil prepares its estimates based on the current situation of each of the CGUs.

The recoverable amounts are based on value in use. The value in use of CGUs iswas determined based on the method of discounted cash flows. The key assumptions used in projecting cash flows are:

Adjusted EBITDA (which the Company defines as operating income excluding currency fluctuations plus depreciation and amortization), capital / margin on revenue

Capital expenditure (“CAPEX”) / margin on revenue the change in working capital and the

Pre-tax weighted average cost of capital (“WACC”) used to discount the projected cash flows.

To determine the discount rate, América Móvil uses the WACC aswhich was determined for each of the cash generating units in real terms and asis described in following paragraphs.

The estimated discount rates to perform the IAS 36 “Impairment of assets”, impairment test for each CGU consider market participants’participants assumptions. Market participants were selected taking into consideration the size, operations and characteristics of the business that arewere similar to those ofin América Móvil.

The discount rates representrepresents the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the CompanyCGU and its operating segmentsmarket participant and is derived from its WACC. The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by América Móvil’s investors. The cost of debt is based on the interest bearing borrowings América Móvil is obliged to service.considering market participant assumptions. Segment-specific risk is incorporated by applying individual beta factors.

The beta factors are evaluated annually based on publicly available market data.

Market participant assumptions are important because, not only do they include industry data for growth rates, management also assesses how the CGU’s position, relative to its competitors, might change over the forecasted period.

The most significant assumptions used for the 20122013 and 20132014 impairment evaluations are shown below:

 

  EBIDTA  CAPEX  Discount rate
(WACC)
  Adjusted EBIDTA/
margin on revenues
  CAPEX/margin on
revenues
  Pre-tax discount rate
(WACC)

2012:

      

2013:

      

Brazil (Fixed-line wireless and TV)

  18.11% - 31.37%  15.48% - 27.07%  6.47%

Puerto Rico

  22.69%  5.05%  8.09%

Dominican Republic

  39.78%  12.47%  9.41%

Mexico

  34.76% - 53.48%  6.82% - 18.5%  6.41%  33.48% - 49.74%  5.38% - 18.5%  5.35%

USA

  8.94%  0.77%  7.90%

Guatemala

  43.96%  25.07%  10.26%

Ecuador

  49.80%  9.49%  11.78%

Peru

  40.36%  10.23%  6.54%

El Salvador

  40.67%  17.47%  9.88%  40.62%  14.90%  8.05%

Chile

  14.52%  24.23%  8.19%  12.75%  17.52%  6.00%

Colombia

  29.00% - 47.81%  11.63% - 16.27%  6.20%

Other countries

  9.40% - 44.37%  0.48% - 28.68%  8.05% - 13.61%

2014:

      

Europe (7 countries)

  27.09%  35.08%  6.92%

Brazil (Fixed-line wireless and TV)

  15.41% - 30.53%  31.56% - 41.40%  10.29%

Puerto Rico

  36.43%  9.24%  12.14%

Dominican Republic

  39.55%  16.72%  11.39%

Mexico

  34.51% - 49.12%  4.87 - 12.07%  9.19%

Ecuador

  45.21%  9.26%  15.11%

Peru

  40.80%  13.13%  8.57%  35.15%  14.14%  10.65%

Paraguay

  15.17%  23.84%  12.32%

Honduras

  5.14%  12.83%  12.80%

Nicaragua

  51.90%  23.16%  13.57%

Uruguay

  17.35%  16.72%  10.41%

Argentina

  35.6%  9.94%  12.11%

Brazil

  24.32% - 31.43%  20.13% - 24.79%  7.73%

Colombia

  25.37% - 47.94%  11.12% - 29.07%  7.99%

Ecuador

  46.42%  10.72%  12.41%

Dominican Republic

  41.95%  15.59%  8.90%

Puerto Rico

  16.09%  14.87%  7.11%

2013:

      

Mexico

  33.48% - 49.74%  5.38% - 18.5%  3.75%

USA

  9.40%  0.48%  5.42%

Guatemala

  44.37%  19.28%  5.59%

El Salvador

  40.62%  14.90%  5.64%  41.88%  16.89%  12.13%

Chile

  12.75%  17.52%  4.80%  6.63%  34.09%  9.59%

Peru

  40.36%  10.23%  4.58%

Paraguay

  18.47%  28.68%  8.77%

Honduras

  14.76%  10.26%  6.52%

Nicaragua

  42.68%  19.02%  9.53%

Uruguay

  20.14%  16.66%  6.68%

Argentina

  34.08%  10.56%  6.92%

Brazil

  18.11% - 31.37%  15.48% - 27.07%  4.27%

Colombia

  29.00% - 47.81%  11.63% - 16.27%  4.15%  29.50% - 41.35%  13.25% - 39.5%  10.55%

Ecuador

  49.80%  9.49%  9.19%

Dominican Republic

  39.78%  12.47%  6.68%

Puerto Rico

  22.69%  5.05%  5.67%

Other countries

  5.29% - 44.32%  0.73% - 30.43%  11.88% - 16.67%

In the case of México, Colombia, Brazil and Brazil include fixedEurope includes Fixed and mobileWireless operations.

m)

l) Leases

The determination of whether an agreement is, or contains, a lease is based on the substance of the agreement and requires an evaluation of whether performance of the agreement is dependent on the use of a specific asset and whether the agreement transfers the right of use of the asset to the Company.

Operating leases

-Operating leases

Leases under which the lessor retains a significant portion of the risks and benefits inherent to the ownership of the leased asset are considered operating leases. Payments made under operating lease agreements are charged to results of operations on a straight-line basis over the rental period.

Finance leases

-Finance leases

Lease agreements that transfer substantially all the risks and benefits of ownership of the leased assets to the Company are accounted for as finance leases. Accordingly, upon commencement of the lease, the asset, which is classified based on its nature, and associated debt are recorded at the lower of the fair value of the leased asset or the present value of the lease payments. Finance lease payments are apportioned between the reduction of lease liability and the finance cost so that a constant interest rate is determined on the outstanding liability balance. Finance costs are charged to results of operations over the life of the agreement.

n)m) Financial assets and liabilities

Financial assets

Financial assets are categorized, at initial recognition, as (i) financial assets at fair value through profit or loss, (ii) loans and receivables, (iii) held-to-maturity investments, (iv) available-for-sale financial assets, or as (v) derivatives designated as hedging instruments in an effective hedge, as appropriate.

– Initial recognition and measurement

-Initial recognition and measurement

Financial assets are initially recognized at fair value, plus directly attributable transactions costs, except for financial assets designated upon initial recognition at fair value through profit or loss.

– Subsequent measurement

-Subsequent measurement

The subsequent measurement of assets depends on their categorization as either financial assets and liabilities measured at fair value through profit and loss, loans and receivables, held to maturity or available for sale financial assets, or derivatives designated as hedging instruments in an effective hedge.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss as held for trading if they are acquired for the purpose of selling or repurchasing in the short term. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments as defined in IAS 39. Financial assets at fair value through profit or loss are recorded in the consolidated statementstatements of financial position at fair value with net changes in fair value in the consolidated statements of comprehensive income in the line of “valuation of derivatives, interest cost from labor obligations and other financial items”.

Held-to-maturity investments

Held-to-maturity investments are those that the Company has the intent and ability to hold to maturity and are recorded at cost which includes transaction costs and premiums or discounts related to investment that are amortized over the life of the investment based on its outstanding balance, less any impairment. Interest and dividends on investments classified as held-to-maturity are included within the interest income.

Available-for-sale financial assets

Available-for-sale financial assets are recorded at fair value, with gains and losses, net of tax, reported in other comprehensive income. Interest and dividends on investments classified as available-for-sale are included in interest income. The fair value of investments is readily available based on market value. The currency effects of securities available for sale are recognized in the consolidated statement of comprehensive income in the period in which they occur.

Loans and receivables

Loans and receivables are non-derivative financial instruments with fixed or determinable payments that are not quoted in an active markets.market. Loans and receivables with a relevant period (including accounts receivable to

subscribers, distributors and other receivables) are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate, except for accounts receivable from subscribers, distributors and othersother in the short term wherewhen the recognition of interest would be immaterial.

This category generally applies to accounts receivable from subscribers, distributors and other receivables. For more information on receivables, refer to Note 5.

Derecognition

-Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the group’s consolidated statement of financial position) when: theThe rights to receive cash flows from the asset have expired, or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (i) the Company has transferred substantially all the risks and rewards of the asset, or (ii) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Impairment of financial assets

-Impairment of financial assets

The Company assesses, at each reporting date, whether there is any objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred loss event) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and when observable data indicatingindicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortized cost

Financialassets carried at amortized cost

For financial assets carried at amortized cost, the Company first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.

Financial liabilities

Financial liabilities are classified into the following categories based on the nature of the financial instruments contracted or issued: (i) financial liabilities measured at fair value, and (ii) financial liabilities

measured at their amortized cost. The Company’s financial liabilities include accounts payable to suppliers, deferred revenues, other accounts payable, loans and derivative financial instruments. Derivative financial instruments are measured at fair value; short- and long-term debt and accounts payable, are accounted for as financial liabilities and measured at amortized cost.

– Initial recognition

-Initial recognition

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

– Subsequent measurement

-Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

– Financial liabilities at fair value through profit or loss

-Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IAS 39, “Financial Instruments: Recognition and Measurement”. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on financial liabilities held for trading are recognized in the consolidated statementstatements of comprehensive income.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IAS 39 are satisfied. América Móvil has not designated any financial liabilities as fair value liabilities through profit or loss.

Loans and borrowings

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the consolidated statementstatements of comprehensive income when the liabilities are derecognized as well as through the effective interest rate (“EIR”) amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance costsinterest income in the consolidated statementstatements of comprehensive income.

This category generally applies to interest-bearing loans and borrowings. For more information refer to Note 16.14.

– Derecognition

-Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled, or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statementconsolidated statements of profit or loss.comprehensive income.

– Offsetting of financial instruments

-Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statements of financial position if, and only if, there is:

 

(i)a currently a legally enforceable right to offset the recognized amounts, and

 

(ii)the intention to either settle them on a net basis, or to realize the assets and settle the liabilities simultaneously.

– Fair value of financial instruments

-Fair value of financial instruments

At each financial statement reporting date, the fair value of financial instruments traded in active markets is determined based on market prices, or prices quoted by brokers (purchase price for asset positions and sales price for liability positions), without any deduction for transaction costs.

For financial instruments that are not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length market transactions, references to the current fair value of another financial instrument that is substantially similar, a discounted cash flow analysis or other valuation models.

Note 147 and 19 provides an analysis of the fair values of the Company’s financial instruments.

o)

n) Transactions in foreign currency

Transactions in foreign currency are recorded at the prevailing exchange rate at the time of the related transactions. Foreign currency denominated assets and liabilities are translated at the prevailing exchange rate at the financial statement reporting date. Exchange differences determined from the transaction date to the time foreign currency denominated assets and liabilities are settled or translated at the financial statement reporting date are charged or credited to the results of operations.

The exchange rates used for the translation of foreign currencies against the Mexican peso are as follows:

 

      Average exchange rate   Closing exchange rate at
December 31,
 

Country or Zone

  Currency  2013   2012   2011       2013           2012     

Argentina(1)

  Argentine Peso   2.3410     2.9305     3.0055     2.0053     2.6454  

Brazil

  Real   5.9334     6.7605     7.4135     5.5820     6.3666  

Colombia

  Colombian Peso   0.0068     0.0073     0.0067     0.0068     0.0074  

Guatemala

  Quetzal   1.6244     1.6808     1.5944     1.6676     1.6464  

USA(2)

  US Dollar   12.7660     13.1663     12.4210     13.0765     13.0101  

Uruguay

  Uruguay Peso   0.6249     0.6568     0.6426     0.6104     0.6706  

Nicaragua

  Cordobas   0.5164     0.5594     0.5536     0.5162     0.5393  

Honduras

  Lempiras   0.6228     0.6758     0.6519     0.6304     0.6472  

Chile

  Chilean Peso   0.0258     0.0274     0.0257     0.0249     0.0271  

Paraguay

  Guaraní   0.0030     0.0030     0.0030     0.0029     0.0030  

Peru

  Soles   4.7271     5.0952     4.5170     4.6769     5.1000  

Dominican Republic

  Dominican Peso   0.3052     0.3373     0.3258     0.3050     0.3209  

Costa Rica

  Colon   0.0253     0.0259     0.0243     0.0258     0.0253  

European Union

  Euro   16.9693     16.9276     17.2666     17.9710     17.1642  

      Average exchange rate   Closing exchange rate at
December 31,
 

Country or Zone

  

Currency

  2014   2013   2012   2014   2013 

Argentina(1)

  Argentine Peso   1.6405     2.3410     2.9305     1.7212     2.0053  

Brazil

  Real   5.6574     5.9334     6.7605     5.5410     5.5820  

Colombia

  Colombian Peso   0.0067     0.0068     0.0073     0.0062     0.0068  

Guatemala

  Quetzal   1.7195     1.6244     1.6808     1.9374     1.6676  

U.S.A.(2)

  US Dollar   13.2969     12.7660     13.1663     14.7180     13.0765  

Uruguay

  Uruguay Peso   0.5726     0.6249     0.6568     0.6040     0.6104  

Nicaragua

  Cordobas   0.5122     0.5164     0.5594     0.5533     0.5162  

Honduras

  Lempiras   0.6291     0.6228     0.6758     0.6794     0.6304  

Chile

  Chilean Peso   0.0233     0.0258     0.0274     0.0243     0.0249  

Paraguay

  Guaraní   0.0030     0.0030     0.0030     0.0032     0.0029  

Peru

  Soles   4.6830     4.7271     5.0952     4.9241     4.6769  

Dominican Republic

  Dominican Peso   0.3050     0.3052     0.3373     0.3313     0.3050  

Costa Rica

  Colon   0.0244     0.0253     0.0259     0.0270     0.0258  

European Union

  Euro   17.6507     16.9693     16.9276     17.8058     17.9710  

Bulgaria

  Lev   8.8045         8.9984    

Belarus(3)

  Belarusian Roble   0.0012         0.0012    

Croacia

  Croatian Kuna   2.2508         2.3051    

Macedonia

  Macedonian Denar   0.2805         0.2860    

Serbia

  Serbian Denar   0.1449         0.1500    

 

(1)Official exchange rate published by the Argentine Central Bank. The Argentine peso has experienced significant devaluation over the past several years and the government has adopted various rules and regulations since late 2011 that established new restrictive controls on capital flows into the country. These enhanced exchange controls have practically closed the foreign exchange market to retail transactions. It is widely reported that the Argentine peso/U.S. dollar exchange rate in the unofficial market substantially differs from the official foreign exchange rate. The Argentine government could impose further exchange controls or restrictions on the movement of capital and take other measures in the future in response to capital flight or a significant depreciation of the Argentine peso.

(2)Includes United States,U.S.A., Ecuador, El Salvador, Puerto Rico and Panama.
(3)Year-end rates are used for the translation of revenues and expenses as IAS 29 “Financial Reporting in Hyperinflationary Economies” is applied.

o) Financial reporting in hyperinflationary economies

Financial statements of subsidiaries located in hyperinflationary economies are restated before translation to the reporting currency of the América Móvil and before consolidation in order to reflect the same value of money for all items. Items recognized in the consolidated statements of financial position which are not measured at the applicable year-end measuring unit are restated based on general price index. All non-monetary items measured at cost or amortized costs are restated for the changes in the general price index from the date of transaction to the reporting date. Monetary items are not restated. All items of stockholders’ equity are restated for the changes in the general price index since their addition until the end of the reporting period. All items of the comprehensive income are restated for the change in a general price index from the date of initial recognition to the reporting date. Gains and losses resulting from the net position of monetary items are reported in the consolidated statements of comprehensive income in the “foreign currency exchange (loss) gains, net” caption. The financial statements of the subsidiaries in Belarus are reported at the applicable measuring unit at the reporting date. The Company’s Belarus subsidiary accounted for 0.9% of America Movil’s consolidated assets at December 31, 2014, and 0.8% of revenues for the year ended December 31, 2014.

p) Accounts payable, accrued liabilities and provisions

Liabilities are recognized whenever (i) the Company has current obligations (legal or assumed) resulting from a past event, (ii) when it is probable the obligation will give rise to a future cash disbursement for its settlement, and (iii) the amount of the obligation can be reasonably estimated.

When the effect of the time value of money is significant, the amount of the liability is determined as the present value of the expected disbursements to settle the obligation. The discount rate is determined on a pre-tax basis and reflects current market conditions at the financial statement reporting date and, where appropriate, the risks specific to the liability. Where discounting is used, an increase in the liability is recognized as finance expense.

Contingent liabilities are recognized only when it is probable they will give rise to a future cash disbursement for their settlement. Also, contingencies are only recognized when they will generate a loss.

q) Employee benefits

The Company has defined benefit pension plans in place forin its subsidiaries Radiomóvil Dipsa, S.A. de C.V., Telecomunicaciones de Puerto Rico, S.A., Teléfonos de México, Claro Brasil and Embratel. EmbratelTelekom Austria. Claro Brasil also has medical plans and defined contribution plans.plans and Telekom Austria provides retirement benefits to its employees under a defined contribution plan. The Company recognizes the costs of these plans based upon independent actuarial computations, whichand are determined using the projected unit credit method. The latest actuarial computation wascomputations were prepared as of December 31, 2013.2014.

Mexico

The Mexican subsidiaries have the obligation to pay seniority premiums to personnel based on the Mexican Federal labor law which also establishes the obligation to make certain payments to personnel who cease to provide services under certain circumstances.

The costs of pensions, seniority premiums and severance benefits, are recognized based on calculations by independent actuaries using the projected unit credit method using financial hypotheses, net of inflation.

Puerto Rico

In Puerto Rico, the Company has noncontributing pension plans for full-time employees, which are tax qualified as they meet the Employee Retirement Income Security Act of 1974 requirements.

The pension benefit is composed of two elements:

(i) An employee receives an annuity atan retirement if the employee meetsthey meet the rule of 85 (age at retirement plus accumulated years of service). The annuity is calculated by applying a percentage multiplied by the number oftimes years of serviceservices to the last three years of salary.

(ii) The second element is a lump-sum benefit based on years of service equivalent to approximately nine to twelve months of salary. Health care and life insurance benefits are also provided to retirees under a separate plan (post-retirement benefits).

Brazil

In Brazil, the Company provides a defined benefit plan and post-retirement medical assistance plan, and a defined contribution plan, through a pension fund that supplements the government retirement benefit, for certain employees.

Under the defined benefit plan, the Company makes monthly contributions to the pension fund equal to 17.5% of the employee’s aggregate salary. In addition, the Company contributes a percentage of the aggregate salary base for funding the post-retirement medical assistance plan for the employees who remain in the defined benefit plan. Each employee makes contributions to the pension fund based on age and salary. All newly hired employees automatically adhere to the defined contribution plan and no further admittance to the defined benefit plan is allowed. For the defined contribution plan, see Note 17.

Austria

In Austria the Company provides retirement benefits to its employees under defined contribution and defined benefit plans.

The Company pays contributions to publicly or privately administered pension or severance insurance plans on mandatory or contractual basis. Once the contributions have been paid, the Company has no further payment obligations. The regular contributions are recognized as employee expenses in the year in which they are due.

All other employee benefit obligations provided in Austria are unfunded defined benefit plans for which the Company records provisions which are calculated using the projected unit credit method. The future benefit obligations are measured using actuarial methods on the basis of an appropriate assessment of the discount rate, rate of employee turnover, rate of compensation increase and rate of increase in pensions.

Ecuador

The subsidiary Consorcio Ecuatoriano de Telecomunicaciones, S.A. has a pension plan, where the Company purchases an annuity for the employee and is paid by the employee by means of individual funding. The Company purchases a deferred annuity from an insurance company for which the Company pays an annual premium. This plan is classified as a defined benefit plan. The cost of the plan for the period is disclosed in Note 12.

Other subsidiaries

For the rest of the Company’s subsidiaries, there are no defined benefit plans or compulsory defined contribution structures. However, the foreign subsidiaries make contributions to national pension, social security and severance plans in accordance with the percentages and rates established by the applicable payroll and labor laws of each country. Such contributions are made to the entities designated by the country and are recorded as direct labor benefitsexpenses in the resultsconsolidated statements of operationscomprehensive income as they are incurred.

Re-measurements of defined benefit plans, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognized immediately in the consolidated statements of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

 

(i)The date of the plan amendment or curtailment, and

 

(ii)The date that the Company recognizes restructuring-related costs

Net interest on liability for defined benefits is calculated by applying the discount rate to the net defined benefit liability or asset and it is recognized in the “valuation of derivatives, interest cost from labor obligations and other financial items” in the consolidated statements of comprehensive income statement.income. The Company recognizes the changes in the net defined benefit obligation under “cost of sales and services” and “Commercial, administrative and general expenses” in the consolidated statements of comprehensive income.

Paid absences

The Company recognizes a provision for the costs of paid absences, such as vacation time, based on the accrual method.

r) Employee profit sharing

Employee profit sharing is paid by certain subsidiaries of the Company to its eligible employees. In Mexico, theuntil December 31, 2013, employee profit sharing iswas computed at the rate of 10% of the individual company taxable income, except for depreciation of historical rather than restated values, and foreign exchange gains and losses, which are not included until the asset is disposed of or the liability is due and other effects of inflation are also excluded. Current yearEffective January 1, 2014, employee profit sharing in Mexico is calculated using the same taxable income for income tax, except for the following:

i)Neither tax losses from prior years nor the employee profit sharing paid during year are deductible.

ii)Payments exempt from taxes for the employees are fully deductible in the employee profit sharing computation.

Employee profit sharing is presented as an operating expense in the consolidated statements of comprehensive income.

s) Taxes

Income taxes

Current income tax is presented as a short-term liability, net of prepayments made during the year.

Deferred income tax is determined using the liability method based on the temporary differences between the tax values of the assets and liabilities and their book values at the financial statement reporting date.

Deferred tax assets and liabilities are measured using the tax rates that are expected to be in effect in the period when the asset will materialize or the liability will be settled, based on the enacted tax rates (and tax legislation) that have been enacted or substantially enacted at the financial statement reporting date. The value of deferred tax assets is reviewed by the Company at each financial statement reporting date and is reduced to the extent that it is more likely than not that the Company will not have sufficient future tax profits to allow for the realization of all or a part of its deferred tax assets. Unrecognized deferred tax assets are revalued at each financial statement reporting date and are recognized when it is more likely than not that there will be sufficient future tax profits to allow for the realization of these assets.

Deferred taxes relating to items recognized outside profit or loss are also recognized outside of profit and loss. These deferred taxes are recognized together with the underlying transaction in other comprehensive income.

Deferred tax consequences on unremitted foreign earnings are accounted for as temporary differences, except to the extent that the Company is able to control the timing of the reversal of the temporary difference,difference; and it is probable that the temporary difference will not reverse in the foreseeable future. Taxes paid on remitted foreign earnings are able to be offset against Mexican taxes, thus to the extent that a remittance is to be made, the deferred tax would be limited to the incremental difference between the Mexican tax rate and the rate of the remitting country. As of December 31, 20122013 and 2013,2014, the Company has not provided for any deferred taxes related to unremitted foreign earnings.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

t) Sales tax

Revenues, expenses and assets are recognized net of the amount of sales tax, except:

 

When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

 

Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of the current receivables or payables in the consolidated statements of financial position.position unless they are due in more than a year in which case they are classified as non-current.

u)t) Advertising

Advertising expenses are expensed as incurred. For the years ended December 31, 2011, 2012, 2013 and 2013,2014, advertising expenses were Ps.17,867,455, Ps.22,652,826, Ps.19,699,228 and Ps.19,699,228,Ps.21,772,454, respectively, and are recorded in the consolidated statements of comprehensive income in the linecaption “Commercial, administrative and general expenses”.

v)u) Earnings per share

Basic and diluted earnings per share are determined by dividing net income forprofit of the year by the weighted-average number of shares outstanding during the year (the common(common control component of the shares are reflected for all periods presented). In determining the weighted average number of shares issued and outstanding, shares repurchased by the Company have been excluded.

w)

v) Financial risks

The main risks associated with the Company’s financial instruments are: (i) liquidity risk, (ii) market risk (foreign currency exchange risk and interest rate risk) and (iii) credit risk and counterparty risk. The Board of Directors approves the policies submitted by management to mitigate these risks.

(i) Liquidity risk

Liquidity risk is the risk that the Company may not meet its financial obligations associated with financial instruments when they are due. The Company’s financial obligations and commitments are included in Notes 1614 and 17.20.

(ii) Market risk

The Company is exposed to market risks from changes in interest rates and fluctuations in exchange rates of foreign currencies. The Company’s debt is denominated in foreign currencies, mainly in US dollars, other than its functional currency. In order to reduce the risks related to fluctuations in the exchange rate of foreign currencies,currency, the Company uses derivative financial instruments such as cross-currency swaps and forwards to adjust exposures resulting from foreign exchange currency. The Company does not use derivatives to hedge the exchange risk arising from having operations in different countries.

Additionally, the Company occasionally uses interest rate swaps to adjust its exposure to the variability of the interest rates or to reduce itstheir financing costs. The Company’s practices vary from time to time depending on itstheir judgments about the level of risk, expectations of change in the movements of interest rates and the costs of using derivatives. The Company may terminate or modify a derivative financial instrument at any time. See Note 117 for disclosure of the fair value of derivatives as of December 31, 20122013 and 2013.2014.

(iii) Credit risk

Credit risk represents the loss that could be recognized in case the counterparties fail to fully comply with the contractual obligations.

The financial instruments that potentially represent concentrations of credit risk are cash and short-term deposits, trade accounts receivable and financial instruments related to debt and derivatives. The Company’s policy is designed in order to limit its exposure to any one financial institution; therefore, the Company’s financial instruments are contracted with several different financial institutions located in different geographic regions.

The credit risk in accounts receivable is diversified because the Company has a broad customer base that is geographically dispersed. The Company continuously evaluates the credit conditions of its customers and does not require collateral to guarantee collection of its accounts receivable. The Company monitors on a monthly basis its collection cycle to avoid deterioration of its results of operations.

A portion of the Company’s cash surplus is invested in short-termshort- term deposits with financial institutions with high credit ratings.

(iv) Sensitivity analysis for market risks

The Company uses sensitivity analyses to measure the potential losses based on a theoretical increase of 100 basis points in interest rates and a 10% fluctuation in exchange rates:

a) Exchange rate fluctuations

Should the Company’s debt at December 31, 20132014 of Ps.490,319,844Ps. 603,754,987, suffer a 10% increase5% increase/(decrease) in exchange rates, the debt would increaseincrease/(decrease) by Ps.48,566,612 (resulting in total debt of Ps.538,886,456)Ps.34,207,027 and Ps.(26,351,247), while the Company’s net interest expense would increase by Ps.2,113,199 as a consequence of the base for interest being higher in Mexican pesos.respectively.

b) Interest rates

In the event that the Company’s agreed-upon interest rates at December 31, 2013 increased2014 increased/(decreased) by 100 basis points, the increase in net interest expense would be Ps.4,506,326.increase/decrease by Ps.7,553,639 and Ps.(6,964,699), respectively.

(v) Concentration of risk

The Company depends on several key suppliers and sellers. During the years ended December 31, 2011, 2012, 2013 and 2013,2014, approximately 58%55%, 55%64% and 64%55%, respectively, of the total cost of the cellular equipment of América Móvil representrepresented purchases made from three suppliers, and approximately 29%20%, 20%21% and 21%19%, respectively, of the telephony plant equipment was purchased from two suppliers. If any of these suppliers were to cease to provide equipment and services to the Company, or to provide them in a timely manner and at a reasonable cost, the Company’s business and results of operations might be adversely affected.

(vi) Administration of capitalCapital management

The Company manages its capital to ensure that its subsidiaries to continue as going concerns while maximizing the return to stakeholders through the optimization of their balances and debt capital to maintain the lowest cost of capital available. The Company manages its capital structure and makes adjustments according to economic conditions. To maintain itsthe capital structure, the Company may adjust the dividend payment to shareholders or buy back shares,its share buyback program, for which the company holds a reserve. In addition, the Company creates a legal reserve, as required by law. See Note 19.18.

x)

w) Derivative financial instruments

The Company is exposed to interest rate and foreign currency risks, which it tries to mitigate through a controlled risk management program that includes the use of derivative financial instruments. The Company principally uses cross-currency swaps and, if necessary, foreign currency forwards to offset the short-term risk of exchange rate fluctuations. For purposes of reducing the risks from changes in interest rates, the Company utilizes interest rate swaps through which it pays or receives the net amount resulting from paying or receiving a fixed rate, and from receiving or paying cash based on a variable rate, on notional amounts denominated mainly in Mexican pesos, U.S. dollars, Japanese yen, Swiss francs, Euros and Sterling pounds. AtFor the years ended December 31, 2011, 2012, 2013 and 2013,2014, some of the Company’s derivative financial instruments have been designated, and have qualified, as cash flow hedges.

The policy of the Company in this regard comprises: (i) the formal documentation of all transactions between the hedging instruments and hedged positions, (ii) risk management objectives, and (iii) the strategy for executing hedging transactions. This documentation also includes the relationship between the cash flows of the derivatives with those of the Company’s assets and liabilities recognized in the consolidated statement of financial position.

The effectiveness of the Company’s derivatives is evaluated prior to their designation as hedges, as well as during the hedging period, which is performed, at least quarterly, based on recognized statistical techniques. Whenever it is determined that a derivative is not highly effective as a hedge or that the derivative ceases to be a highly effective hedge, the Company ceases to apply hedge accounting for the derivative on a prospective basis.

Derivative financial instruments are recognized in the consolidated statement of financial position at fair value, which is obtained from the financial institutions with which the agreements are entered into, and it is the Company’s policy to compare such fair value to the valuation provided by an independent pricing provider retained by the Company. The effective portion of gains or losses on the cash flow derivatives is recognized in equity under the heading “Effect for fair value of derivatives”, and the ineffective portion is charged to results of operations forof the period. Changes in the fair value of derivatives that do not qualify as hedging instruments are recognized immediately in results.

The change in fair value recognized in results of operations corresponding to derivatives that qualify as hedges is presented in the same caption of the consolidated statements of comprehensive income as the gain or loss of the hedged item (interests and foreign exchange rate).

x) Current versus non-current classification

The Company presents assets and liabilities in its consolidated statements of financial position based on current/non-current classification. An asset is current when it is:

(i)Expected to be realized or intended to be sold or consumed in the normal operating cycle;

(ii)Held primarily for the purpose of trading;

(iii)Expected to be realized within twelve months after the reporting period; or

(iv)Cash and cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

(v)It is expected to be settled in the normal operating cycle;

(vi)It is held primarily for the purpose of trading;

(vii)It is due to be settled within twelve months after the reporting period; or

(viii)There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

y) Presentation of consolidated statement of comprehensive income

The costs and expenses shown in América Móvil’sthe consolidated statementstatements of comprehensive income are presented in combined manner (based on both their function and nature), which allows for a better understanding of the components of the Company’s operating income. This classification allows for a comparison to the telecommunications industry.

The Company’s presents operating income in its consolidated statements of comprehensive income since it is a key indicator of the Company’s performance. Operating income includesrepresents operating revenues less operating costs and expenses.

The employee benefits expense recognized in 2012, 2013 and 2014 were Ps.36,712,871, Ps.33,768,356 and Ps.36,939,601, recognized as “Cost of sales and services”, respectively, and Ps.48,931,454, Ps.46,164,732 and Ps.53,938,718, recognized as “Commercial, administrative and general expenses”, respectively.

z) Operating segmentsSegments

Segment information is presented based on information used by management in its decision-making processes. Segment information is presented based on the geographic areas in which the Company operates.

The management of América Móvil is responsible for making decisions regarding the resources to be allocated to the Company’s different segments, as well as evaluating the performance of each segment.

Inter-segment

Intersegment revenues and costs, intercompany balances as well as investments in shares in consolidated entities are eliminated upon consolidation and reflected in the “eliminations’“eliminations” column.

None of the segments records revenue from transactions with a single external customer amounting to at least 10% or more of the Company’s revenues.

z.1) Convenience translationTranslation

At December 31, 2013,2014, amounts in U.S. dollars have been included in the financial statements solely for the convenience of the reader and have been translated to Mexican pesos at December 31, 20132014 at an exchange rate of Ps.13.0765Ps.14.7180 pesos per U.S. dollar, which was the exchange rate at that date. Such translation should not be construed as a representation that the Mexican peso can be converted to U.S. dollars at the exchange rate in effect on December 31, 20132014 or any other exchange rate.

z.2) Significant Accounting Judgments, estimatesEstimates and significant accounting assumptionsAssumptions

In preparing its consolidated financial statements, América Móvil makes estimates concerning a variety of matters. Some of these matters are highly uncertain, and its estimates involve judgments it makes based on the information available to it. In the discussion below, América Móvil has identified several of these matters for which its financial statements would be materially affected if either (1) América Móvil used different estimates that it could reasonably have used or (2) in the future América Móvil changes its estimates in response to changes that are reasonably likely to occur.

The following discussion addresses only those estimates that América Móvil considers most important based on the degree of uncertainty and the likelihood of a material impact if it used a different estimate. There are many other areas in which América Móvil uses estimates about uncertain matters, but the reasonably likely effect of changed or different estimates is not material to the financial presentation.presentation for those other areas.

Fair Value of Financial Assets and Liabilities

América Móvil has substantial financial assets and liabilities that it recognizes at their fair value, which is an estimate of the amount at which the instrument could be exchanged in a current transaction between willing parties. The methodologies and assumptions América Móvil uses to estimate an instrument’s fair value depend on the type of instrument and include (i) recognizing cash and cash equivalents and trade receivables and trade payables and other current liabilities at close to their carrying amount, (ii) recognizing quoted instruments at their price quotations on the reporting date, (iii) recognizing unquoted instruments, such as loans from banks and obligations under financial leases, by discounting future cash flows using rates for similar instruments and

(iv) applying various valuation techniques, such as present value calculations, to derivative instruments. Using different methodologies or assumptions to estimate the fair value of AMX’s financial assets and liabilities could materially impact the reported financial results. See Note 14.19.

Estimated Useful Livesuseful lives of Plant, Propertyplant, property and Equipmentequipment

América Móvil estimates the useful lives of particular classes of plant, property and equipment in order to determine the amount of depreciation expense to be recorded in each period. América Móvil currently depreciates most of its telephone plant and equipment based on an estimated useful life determined upon the expected particular conditions of operations and maintenance in each of the countries in which it operates. The estimates are based on AMX’s historical experience with similar assets, anticipated technological changes and other factors, taking into account the practices of other telecommunications companies. América Móvil reviews estimated useful lives each year to determine whether they should be changed, and at times, it changes them for particular classes of assets. América Móvil may shorten the estimated useful life of an asset class in response to technological changes, changes in the market or other developments. This results in increased depreciation expense. See Notes 2j2i) and Note 8.10.

Impairment of Long-Lived Assets

América Móvil has large amounts of long-lived assets, including property, plant and equipment, intangible assets, investments in affiliates and goodwill, on its balance sheet.consolidated statement of financial position. América Móvil is required to test long-lived assets for impairment when circumstances indicate a potential impairment or, in some cases, at least on an annual basis. The impairment analysis for long-lived assets requires the Company to estimate the recovery value of the asset, which is the higher of its fair value (minus any disposal costs) and its value in use. To estimate the fair value of a long-lived asset, América Móvil typically takes into account recent market transactions or, if no such transactions can be identified, América Móvil uses a valuation model that requires the making of certain assumptions and estimates. Similarly, to estimate the value in use of long-lived assets, América Móvil typically makes various assumptions about the future prospects for the business to which the asset relates, consider market factors specific to that business and estimate future cash flows to be generated by that business. Based on this impairment analysis, including all assumptions and estimates related thereto, as well as guidance provided by IFRS relating to the impairment of long-lived assets, América Móvil determines whether it needs to take an impairment charge to reduce the net carrying value of the asset as stated on its balance sheet.consolidated statement of financial positiont. Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors, such as industry and economic trends, and internal factors, such as changes in the Company’s business strategy and its internal forecasts. Different assumptions and estimates could materially impact the Company’s reported financial results. More conservative assumptions of the anticipated future benefits from these businesses could result in impairment charges, which would decrease net income and result in lower asset values on the balance sheet.consolidated statement of financial position. Conversely, less conservative assumptions could result in smaller or no impairment charges, higher net income and higher asset values. The key assumptions used to determine the recoverable amount for the Company’s CGUs, are further explained in Notes 2 l2m) and Note 910 and Note 10.11.

Deferred Income Taxes

América Móvil is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the jurisdiction-by-jurisdiction estimation of actual current tax exposure and the assessment of temporary differences resulting from the differing treatment of certain items, such as accruals and amortization, for tax and financial reporting purposes, as well as net operating loss carry-forwards and other tax credits. These items result in deferred tax assets and liabilities, which are included in the América Móvil’s consolidated statement of financial position. América Móvil assessassesses in the course of its tax planning procedures the fiscal year of the reversal of its deferred tax assets and liabilities, and if there will be future taxable profits in those periods to support the recognition of the deferred tax assets. Significant management judgment is required in determining

the Company’s provisions for income taxes, deferred tax assets and liabilities. The analysis is based on estimates of taxable income in the jurisdictions in which América Móvil operates and the period over which the deferred tax assets and liabilities will be recoverable or settled. If actual results differ from these estimates, or América Móvil adjusts these estimates in future periods, its financial position and results of operations may be materially affected.

América Móvil records deferred tax assets based on the amount that it believes is probable to be realized. In assessing the future realization of deferred tax assets, the Company considers future taxable income and ongoing tax planning strategies. In the event that the estimates of projected future taxable income and benefits from tax planning strategies are lowered, or changes in current tax regulations are enacted that would impose restrictions on the timing or extent of the ability to utilize the tax benefits of net operating loss carry-forwards in the future, an adjustment to the recorded amount of deferred tax assets would be made, with a related charge to income. See Note 20.13.

Accruals

Accruals are recorded when, at the end of the period, the Company has a present obligation as a result of past events, whose settlement requires an outflow of resources that is considered probable and can be measured reliably. This obligation may be legal or constructive, arising from, but not limited to, regulation, contracts, common practice or public commitments, which have created a valid expectation for third parties that the Company will assume certain responsibilities. The amount recorded is the best estimation performed by the Company’s management in respect of the expenditure that will be required to settle the obligations, considering all the information available at the date of the financial statements, including the opinion of external experts, such as legal advisors or consultants. Accruals are adjusted to account for changes in circumstances for ongoing matters and the establishment of additional accruals for new matters.

If América Móvil is unable to reliably measure the obligation, no accrual is recorded and information is then presented in the notes to its consolidated financial statements. Because of the inherent uncertainties in this estimation, actual expenditures may be different from the originally estimated amount recognized. See Note 13.15.

América Móvil is subject to various claims and contingencies related to tax, labor and legal proceedings as described in Note 17.20.

Labor Obligations

América Móvil recognizes liabilities on its balance sheetconsolidated statement of financial position and expenses in its comprehensive income statement to reflect its obligations related to its post-retirement seniority premiums, pension and retirement plans in the countries in which it operates and offer defined contribution and benefit pension plans. The amounts the Company recognizes are determined on an actuarial basis that involves many estimates and accounts for post-retirement and termination benefits in accordance with IFRS.

América Móvil uses estimates in four specific areas that have a significant effect on these amounts: (a)(i) the rate of return América Móvil assumes its pension plan will achieve on its investments, (b)(ii) the rate of increase in salaries that the Company assumes it will observe in future years, (c)(iii) the discount rates that the Company uses to calculate the present value of its future obligations and (d)(iv) the expected rate of inflation. The assumptions América Móvil has applied are further disclosed in Note 12.17. These estimates are determined based on actuarial studies performed by independent experts using the projected unit-credit method.

Allowance for Doubtful AccountsBad Debts

América Móvil maintains an allowance for doubtful accountsbad debts for estimated losses resulting from the failure of its customers, distributors and cellular operators to make required payments. The Company bases these

estimates on the individual conditions of each of the markets in which it operates that may impact the collectability of accounts. In particular, in making these estimates the Company takes into account (i) with respect to accounts (i) with customers, the number of days since the calls were made, (ii) with respect to accounts with distributors, the number of days invoices are overdue and (iii) with respect to accounts with cellular operators, both the number of days since the calls were made and any disputes with respect to such calls. The amount of loss, if any, that América Móvil actually experiences with respect to these accounts may differ from the amount of the allowance maintained in connection with them. See Note 5.

z.3) Reclassifications and other adjustments

The following balances in the consolidated statement of financial position at December 31, 2012, have been adjusted to conform to the presentation as of December 31, 2013:

  2012,
as previously reported
  IAS 19R  Reclassifications  2012,
as Reclassified
 

Deferred tax liabilities

 Ps.33,996,070   Ps.7,295,412   Ps.3,080,647   Ps.44,372,129  

Accounts payable

  184,056,080     (42,451,123  141,604,957  

Accrued liabilities

  —       34,005,553    34,005,553  

Related parties

  1,254,672     1,268,355    2,523,027  

Asset retirement obligation

  —       7,177,215    7,177,215  

Deferred tax liabilities

  21,231,775    (15,922,478  3,080,647    8,389,944  

The following amounts in the consolidated statements of cash flowscomprehensive income for the years ended December 31, 20112012 and 20122013 have been adjustedreclassified to conform to the presentation for the year ended December 31, 2013:2014:

 

   2011,
As previously
reported
  Reclassifications  2011, as
Reclassified
 

Operating activities

    

Interest expense

  Ps.    Ps.(6,853,900 Ps.(6,853,900

Employee profit sharing

    4,043,350    4,043,350  

Valuation of derivative financial instruments, net

   (10,692,199  (4,053,350  (14,745,549

Accounts receivable from subscribers, distributors and other

   (11,287,204  4,581,630    (6,705,574

Accounts payable and accrued liabilities

   20,966,860    10,000    20,976,860  

Interest received

    2,272,270    2,272,270  
  

 

 

  

 

 

  

 

 

 

Total operating activities

  Ps.(1,012,543 Ps.—     Ps.(1,012,543
  

 

 

  

 

 

  

 

 

 

Investing activities

    

Acquisition of business, net of cash acquired

  Ps.—     Ps.( 995,621 Ps.(995,621

Acquisition of investments in associate companies

   (2,271,059  995,621    (1,275,438
  

 

 

  

 

 

  

 

 

 

Total investing activities

  Ps.(2,271,059 Ps.—     Ps.(2,271,059
  

 

 

  

 

 

  

 

 

 
   As previously
Reported
   Reclassification   2012,
As reclassified
 

In the Consolidated Statement of Comprehensive income:

      

Interest income

  Ps.5,776,600    Ps.(1,917,514  Ps. 3,859,086  

Interest expense

   (24,914,596   2,646,825     (22,267,771

Valuation of derivatives, interest cost from labor obligations and other financial items, net

   (12,535,708   (729,311   (13,265,019

Equipment, accessories, computer sale and other services

   87,613,043     (87,613,043   —    

Sales of equipment, accessories and Computer

   —       69,562,903     69,562,903  

Other services

   —       18,050,140     18,050,140  
  

 

 

   

 

 

   

 

 

 
Ps.55,939,339  Ps.—    Ps.55,939,339  
  

 

 

   

 

 

   

 

 

 

In the Consolidated Statement of Cash Flows:

Loss in partial sales of shares of associated company

Ps.—    Ps.795,028  Ps.795,028  

Interest income

 (5,776,600 1,917,514   (3,859,086

Interest expense

 24,914,596   (2,646,825 22,267,771  

(Gain) loss in valuation of derivative financial instruments, capitalized interest expense and other, net

 2,988,396   (65,717 2,922,679  
  

 

 

   

 

 

   

 

 

 
Ps.22,126,392  Ps.—    Ps.22,126,392  
  

 

 

   

 

 

   

 

 

 

   2012,
As previously
reported
  Reclassifications  2012, as
Reclassified
 

Operating activities

    

Interest expense

  Ps.    Ps.(5,776,600 Ps.(5,776,600

Employee profit sharing

    4,377,755    4,377,755  

Valuation of derivative financial instruments, net

   5,885,869    (2,897,473  2,988,396  

Accounts receivable from subscribers, distributors and other

   5,077,352    3,547,430    8,624,782  

Accounts payable and accrued liabilities

   (1,283,784  (1,480,282  (2,764,066

Interest received

   —      2,229,170    2,229,170  
  

 

 

  

 

 

  

 

 

 

Total operating activities

  Ps.9,679,437   Ps.—     Ps.9,679,437  
  

 

 

  

 

 

  

 

 

 

Investing activities

    

Acquisition of business, net of cash acquired

  Ps.—     Ps.(2,289,018 Ps.(2,289,018

Acquisition of investments in associate companies

   (73,849,936  2,289,018    (71,560,918
  

 

 

  

 

 

  

 

 

 

Total investing activities

  Ps.(73,849,936 Ps.—     Ps.(73,849,936
  

 

 

  

 

 

  

 

 

 
   As previously
reported
   Reclassification   2013,
As reclassified
 

In the Consolidated Statement of Financial Position:

      

Licenses and rights of use, net

  Ps.37,053,832    Ps.(37,053,832  Ps.—    

Trademarks, net

   1,166,306     (1,166,306   —    

Intangibles, net

   —       38,220,138     38,220,138  
  

 

 

   

 

 

   

 

 

 
Ps.38,220,138  Ps.—    Ps.38,220,138  
  

 

 

   

 

 

   

 

 

 

In the Consolidated Statement of Comprehensive income:

Equipment, accessories, computer sale and other services

Ps. 103,817,288  Ps. (103,817,288Ps.—    

Sales of equipment, accessories and Computer

 —     84,544,261   84,544,261  

Other services

 —     19,273,027   19,273,027  

Interest income

 6,245,323   (3,319,489 2,925,834  

Interest expense

 (30,349,694 6,399,041   (23,950,653

Valuation of derivatives, interest cost from labor obligations and other financial items, net

 (5,211,983 (3,079,552 (8,291,535
  

 

 

   

 

 

   

 

 

 
Ps.74,500,934  Ps.—    Ps.74,500,934  
  

 

 

   

 

 

   

 

 

 

In the Consolidated Statement of Cash Flows:

Loss in partial sales of shares of associated company

Ps.   Ps.896,956  Ps.896,956  

Interest income

 (6,245,323 3,319,489   (2,925,834

Interest expense

 30,349,694   (6,399,041 23,950,653  

(Gain) loss in valuation of derivative financial instruments, capitalized interest expense and other, net

 (8,027,124 2,182,596   (5,844,528
  

 

 

   

 

 

   

 

 

 
Ps.16,077,247  Ps.—    Ps. 16,077,247  
  

 

 

   

 

 

   

 

 

 

3.

3.New standards, interpretations and amendments thereof

During 2013, theThe Company applied for the first time certain new IFRS amendments that required retrospective application (restatement) of the previously reported financial statements. Most specifically, the Company adopted IAS 1 and IAS 19 (Revised 2011), both as quantified below. Several other new standards and amendments, which were also appliedeffective for the first time in 2013.annual periods beginnings on or after January 1, 2014. However, the adoption of those IFRS standards and amendments did not have a significant impact on the consolidated financial statements of América Móvil.

The nature and the impact of each new standard/amendment are described below.below:

IAS 1 Presentation of Items of other comprehensive IncomeInvestment Entities – Amendments to IAS 1

The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income (“OCI”). Items that could be reclassified (or recycled) to profit or loss at a future point in time (e.g., net gain on hedge of net investment, effect of translation, net movement on cash flow hedges and net loss or gain on available-for-sale financial assets) now have to be presented separately from items that will never be reclassified (e.g., remeasurement of actuarial gains and losses on defined benefit plans). The amendment affected presentation only and had no impact on América Móvil’s financial position or results of operations. Refer to the consolidated statement of other comprehensive income for a quantification of this new segregation for the periods presented herein.

IAS 1 Clarification of the requirement for comparative information (Amendment)

The amendment to IAS 1 clarifies the difference between voluntary additional comparative information and the minimum required comparative information. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional voluntarily comparative information does not need to be presented in a complete set of financial statements.

An opening statement of financial position (known as the “third balance sheet”) must be presented when an entity applies an accounting policy retrospectively, makes retrospective restatements, or reclassifies items in its financial statements, provided any of those changes has a material effect on the statement of financial position at the beginning of the preceding period. The opening consolidated statement of financial position of the earliest comparative period presented (January 1, 2012) and the comparative figures have been accordingly restated. The amendment clarifies that a third balance sheet does not have to be accompanied by comparative information in the related notes.

IAS 19, Employee Benefits (Revised)

IAS 19R includes a number of amendments to the accounting for defined benefit plans, including actuarial gains and losses that are now recognized in OCI and permanently excluded from profit and loss. Expected returns on plan assets are no longer recognized in profit or loss; instead, there is a requirement to recognize interest on the net defined benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined benefit obligation and; Unvested past service costs are now recognized in profit or loss at the earlier of when the amendment occurs or when the related restructuring or termination costs are recognized. Other amendments include new disclosures, such as, quantitative sensitivity disclosures.

These modifications were effective beginning January 1, 2013, with retrospective application to January 1, 2011 resulting in the restatement of both the December 31, 2012 consolidated statement of financial position, and the previously reported consolidated statement of comprehensive income for the years 2012 and 2011.

Changes in the defined benefit obligation and plan assets are divided in three components:

(i)Current service cost,

(ii)Net interest of net (assets) liabilities of defined benefits, (finance cost over the net obligation for defined benefits and expected return on the plan assets), and

(iii)Actuarial gains and losses (remeasurements) of the net (assets) liabilities for defined benefits.

The net interest of net (assets) liabilities is calculated using a rate of return for high quality corporate bonds for the Company’s Puerto Rico operations, using a rate of return for Mexican Government bonds for the Company’s Mexican operations, and using a rate of return for Brazilian Government bonds for the Company’s Brazilian operations. The modifications require that interest on plan assets is calculated with the discount rate used to measure the obligation, which may be less than the rate previously used to calculate the expected return on plan assets.

In the case of AMX, the transition to IAS 19R had an impact on the pension asset and employee benefits as is explained in the table below:

Consolidated Statements of Financial Position:

   At January 1, 
   2011  2012  2013 

Decrease in net projected pension plan asset

  Ps.(16,222,999 Ps.(22,327,733 Ps.(26,589,389

Increase in deferred tax asset

   2,611,121    8,123,333    7,295,413  
  

 

 

  

 

 

  

 

 

 

Net decrease in assets

  Ps.(13,611,878 Ps.(14,204,400 Ps.(19,293,976
  

 

 

  

 

 

  

 

 

 

Increase in labor obligations

  Ps.43,636,427   Ps.60,590,261   Ps.54,103,632  

Decrease in deferred tax liability

   (14,622,296  (15,615,665  (15,922,478
  

 

 

  

 

 

  

 

 

 

Net increase in liabilities

  Ps.29,014,131   $44,974,596   Ps.38,181,154  
  

 

 

  

 

 

  

 

 

 

Retained earnings:

    

Prior years

  Ps.(1,828,066 Ps.(1,828,066 Ps.(1,710,885

Current period

   —      191,669    (452,311

Accumulated other comprehensive income

   (38,353,805  (54,034,877  (54,057,147

Non-controlling interests

   (2,444,138  (3,507,722  (1,254,787
  

 

 

  

 

 

  

 

 

 

Net decrease in equity

  Ps.(42,626,009 Ps.(59,178,996 Ps.(57,475,130
  

 

 

  

 

 

  

 

 

 

Net effect attributable to:

    

Equity holders of the parent

  Ps.(40,181,871 Ps.(55,671,274 Ps.(56,220,343

Non-controlling interests

   (2,444,138  (3,507,722  (1,254,787
  

 

 

  

 

 

  

 

 

 
  Ps.(42,626,009 Ps.(59,178,996 Ps.(57,475,130
  

 

 

  

 

 

  

 

 

 

Consolidated Statements of Comprehensive Income

   

For the years ended

December 31,

 
   2011  2012 

Decrease in costs and expenses

  Ps.(2,830,635 Ps.(3,839,793

Increase in financing cost

   3,430,519    4,725,370  

Deferred income taxes

   (674,795  (395,239
  

 

 

  

 

 

 

(Decrease) increase in net profit for the period from amounts previously reported

  Ps.( 74,911 Ps.490,338  
  

 

 

  

 

 

 

(Decrease) increase in net profit for the period attributable to:

   

Equity holders of the parent

  Ps.( 191,669 Ps.452,311  

Non-controlling interests

   116,758    38,027  
  

 

 

  

 

 

 

(Decrease) increase in net profit for the period from amounts previously reported

  Ps.( 74,911 Ps.490,338  
  

 

 

  

 

 

 

Earnings per share attributable to equity holders

   (1.06  (1.19
  

 

 

  

 

 

 

The adoption of IAS 19R had no impact on previously reported amounts of cash flows from operating, financing or investing activities

IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 27 Separate Financial StatementsStatements.

IFRS 10 establishes a single control modelThese amendments provide an exception to the consolidation requirement for entities that applies to all entities including special purpose entities. IFRS 10 replaces the parts of previously existing IAS 27, “Consolidated and Separate Financial Statements” that dealt with consolidated financial statements and SIC-12, “Consolidation—Special Purpose Entities”. IFRS 10 changes the definition of control such that an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. To meet the definition of control inan investment entity under IFRS 10 all three criteriaConsolidated Financial Statements and must be met, including: (a) an investorapplied retrospectively, subject to certain transition relief. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. The Company determined these amendments had no impact on the Company´s consolidated results or in its consolidated statements.

Offsetting Financial Assets and Financial Liabilities — Amendments to IAS 32 Financial Instruments

These amendments clarify the meaning of “currently has power over an investee; (b)a legally enforceable right to set-off” and the investor has exposure, or rights,criteria for non-simultaneous settlement mechanisms of clearing houses to variable returns from its involvement with the investee;qualify for offsetting and (c) the investor has the ability to use its power over the investee to affect the amount of the investor’s returns. IFRS 10 was adopted on January 1, 2013 and in accordance with the transitional provisions theis applied retrospectively. The Company reassessed the control conclusion for its investees as at January 1, 2013 and itdetermined these amendments had no impact on the Company’s consolidated results or in its consolidated statements.

Recoverable Amount Disclosures for Non-Financial Assets — Amendments to IAS 36 Impairment of Assets

These amendments require disclosure of the recoverable amounts of the assets or cash generating units (“CGUs”) for which an impairment loss has been recognized or reversed during the period. The Company determined these amendments had no impact on the disclosures of the Company’s consolidated statements.

Novation of Derivatives and Continuation of Hedge Accounting — Amendments to IAS 39 Financial Instruments

These amendments provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria and retrospective application is required. The Company determined these amendments had no impact on the Company’s consolidated results or in its consolidated statements.

IFRIC 21 Levies

IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggers payment, as identified by the relevant legislation, occurs. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be anticipated before the specified minimum threshold is reached. The Company determined this IFRIC had no impact on the Company’s consolidated results or in its consolidated statements.

Improvements to IFRSs – 2010-2012 Cycle

In the 2010-2012 annual improvements cycle, the IASB issued seven amendments to six standards, which included an amendment to IFRS 13 Fair Value Measurement. The amendment to IFRS 13 was effective immediately and, it clarifies in the Basis for Conclusions that short-term receivables and payables with no stated interest rates can be measured at invoice amounts when the effect of discounting is immaterial. The Company determined these new improvements had no impact on the Company’s consolidated results or in its consolidated statements.

The amendments to IFRS 8Operating segments became effective on July 1, 2014 and are applied retrospectively and clarify that an entity must disclose the judgments made by management in applying the aggregation criteria in paragraph 12 of IFRS 8, including a brief description of operating segments that have been aggregated and the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are ‘similar’. The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities. The disclosures related to these amendment are described in Notes 2z) and 21.

The amendments to IFRS 2Share-based payment, IFRS 3Business combination, IAS 16Property, Plant and Equipment, IAS 38Intangible Assets and IAS 24Related parties did not have an impact in the Company’s consolidated financial statements.

Improvements to IFRSs – 2011-2013 Cycle:

In the 2011-2013 annual improvements cycle, the IASB issued four amendments to four standards, which included an amendment to IFRS 11 Joint Arrangements1 First-time Adoption of International Financial Reporting Standards. The amendment to IFRS 1 was effective immediately and clarifies in the Basis for Conclusions that an entity may choose to apply either a current standard or a new standard that is not yet mandatory, but permits early application, provided either standard is applied consistently throughout the periods presented in the entity’s first IFRS financial statements. The Company determined these new improvements had no impact on the Company´s consolidated results or in its consolidated statements.

Amendments to IAS 28 Investment19 Defined Benefit Plans: Employee Contributions

IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined benefit plans. Where the contributions are linked to service, they should be attributed to periods of service as a negative benefit. These amendments clarify that, if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognize such contributions as a reduction in Associates and Joint Ventures

IFRS 11 replaces IAS 31,Intereststhe service cost in Joint Ventures and SIC-13 “Jointly-controlled Entities—Non-monetary Contributions by Ventures”. IFRS 11 removes the optionperiod in which the service is rendered, instead of allocating the contributions to account for jointly controlled entities (“JCEs”) using proportionate consolidation. Instead, JCEs that meet the definitionperiods of a joint venture under IFRS 11 must be accounted for using the equity method.

IFRS 11 wasservice. This amendment is effective for annual periods beginning on or after JanuaryJuly 1, 2013.2014. The Company reassessed its involvement in its joint arrangements and concluded that the adoption ofdetermined this standardamendment had no impact on the Company’s consolidated financialresults or in its consolidated statements.

IFRS 12 Disclosure of Interests in Other Entities

IFRS 12 sets out the requirements for disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. The requirements in IFRS 12 are more comprehensive than the previously existing disclosure requirements for subsidiaries. For example, additional disclosures are required when a subsidiary is controlled with less than a majority of voting rights. While the Company has subsidiaries with material non-controlling interests, there are no unconsolidated structured entities. The Company has provided the applicable disclosures in Note 10.

IFRS 13 Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements carried out by the Company.

IFRS 13 also requires specific disclosures on fair values, some of which replace existing disclosure requirements in other standards, including IFRS 7, “Financial Instruments: Disclosures”. Some of these disclosures are specifically required for financial instruments by IAS 34.16A(j), thereby affecting the financial statements. The Company has provided the applicable disclosures in Note 14.

Standards issued but not yet effective and annual improvements

The Company has not early adopted any other IFRS interpretation or amendment that has been issued but is not yet effective.

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosedas describe below. The Company intends to adopt these standards, if applicable, when they become effective.is in process of analyzing its impact in its financial statement and the relative notes.

IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 as issued,Financial Instruments which reflects the first phaseall phases of the IASB’s work on the replacement offinancial instruments project and replaces IAS 39 Financial Instruments: Recognition and applies toMeasurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, of financial assetsimpairment, and financial liabilities as defined in IAS 39. The standard was initiallyhedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2013,2018, with early application permitted. Retrospective application is required, but amendments tocomparative information is not compulsory. Early application of previous versions of IFRS 9 Mandatory Effective Date(2009, 2010 and Transition Disclosures, issued in December 2011, moved2013) is permitted if the mandatory effective date to Januaryof initial application is before February 1, 2015. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Company’s financial assets, but will not have anno impact on the classification and measurementsmeasurement of the Company’s financial liabilities.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15 revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognizing revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2017 with early adoption permitted. The Company will quantifyis currently assessing the effectimpact of IFRS 15 and plans to adopt the new standard on the required effective date.

Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests

The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in conjunction witha joint operation, in which the other phases,activity of the joint operation constitutes a business must apply the relevant IFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the final standardparties sharing joint control, including all phases is issued.

IAS 32 Offsetting Financial Assets and Financial Liabilities—Amendmentsthe reporting entity, are under common control of the same ultimate controlling party. The amendments apply to IAS 32

These amendments clarifyboth the meaningacquisition of “currently hasthe initial interest in a legally enforceable right to set-off”joint operation and the criteria for non-simultaneous settlement mechanismsacquisition of clearing houses to qualify for offsetting. Theseany additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 2014.2016, with early adoption permitted. The Company has yet to quantify the impact these amendments will have on its financial statements.

Amendments to IAS 16 and IAS 38: Clarification of these amendments.Acceptable Methods of Depreciation and Amortization

IFRIC Interpretation 21 Levies (IFRIC 21)

IFRIC 21 clarifiesThe amendments clarify the principle in IAS 16 and IAS 38 that an entity recognizesrevenue reflects a liability forpattern of economic benefits that are generated from operating a levy whenbusiness (of which the activityasset is part) rather than the economic benefits that triggers payment, as identified byare consumed through use of the relevant legislation, occurs. Forasset. As a levy that is triggered upon reachingresult, a minimum threshold, the interpretation clarifies that no liability shouldrevenue-based method cannot be anticipated before the specified minimum threshold is reached. IFRIC 21 isused to depreciate property, plant and equipment and may only be used in very limited circumstances to amortize intangible assets. The amendments are effective prospectively for annual periods beginning on or after January 1, 2014. The2016, with early adoption permitted. These amendments are not expected to have any impact to the Company given that the Company has yetnot used a revenue-based method to quantify the impact of this standard ondepreciate its financial statements.non-current assets.

IAS 39 Novation of Derivatives and Continuation of Hedge Accounting—

Amendments to IAS 3927: Equity Method in Separate Financial Statements

TheseThe amendments provide reliefwill allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. Entities already applying IFRS and electing to change to the equity method in its separate financial statements will have to apply that change retrospectively. For first-time adopters of IFRS electing to use the equity method in its separate financial statements, they will be required to apply this method from discontinuing hedge accounting when novationthe date of a derivative designated as a hedging instrument meets certain criteria. Thesetransition to IFRS. The amendments are effective for annual periods beginning on or after January 1, 2014. The Company has not novated its derivatives during 2013. However, these amendments would be considered for future novations.

IAS 36 Recoverable Amount Disclosures for Non-Financial Assets—Amendments to IAS 36

These amendments require disclosure of the recoverable amounts of the assets or CGUs for which an impairment loss has been recognized or reversed during the period. The amendments are effective retrospectively for annual periods beginning on or after January 1, 2014. The Company has not recognized or reversed any impairment loss on non-financial assets during the periods presented in these financial statements.

Annual Improvements to IFRSs—2010-2012 Cycle and 2011-2013 Cycle

On December 12, 2013, the IASB issued two cycles of Annual Improvements to IFRSs—Cycles 2010-2012 and 2011-2013—that contain 11 changes to nine standards: IFRS 1 First-time Adoption of International Financial Reporting Standards; IFRS 2 Share-based Payment; IFRS 3 Business Combinations; IFRS 8 Operating Segments; IFRS 13 Fair Value Measurement; IAS 16 Property, Plant and Equipment; IAS 24 Related Party Disclosures; IAS 38 Intangible Assets; and IAS 40 Investment Property. One of the amendments to IFRS 13 and the amendment to IFRS 1 only affect the Basis for Conclusions for the respective standards and, therefore, are effective immediately. The other amendments are effective from July 1, 2014 either prospectively or retrospectively.2016, with early adoption permitted. The Company has yet to quantify the impact these annual improvementsamendments will have on its financial statements.

4. Cash and Cash Equivalents

 

  At December 31,   At December 31, 
  2012   2013   2013   2014 

Cash in banks

  Ps.17,225,343    Ps.22,617,446    Ps. 22,617,446    Ps. 38,601,071  

Short-term deposits

   28,261,857     25,546,104     25,546,104     27,872,632  
  

 

   

 

   

 

   

 

 
  Ps.45,487,200    Ps.48,163,550  Ps.48,163,550  Ps.66,473,703  
  

 

   

 

   

 

   

 

 

5. Accounts Receivablereceivable from subscribers, distributors, recoverable taxes and other, net

a) An analysis of accounts receivable at December 31, 20122013 and 20132014 is as follows:

 

  At December 31,   At December 31, 
  2012 2013   2013   2014 

Subscribers and distributors

  Ps.96,136,373   Ps.96,007,977    Ps.96,007,977    Ps. 121,490,248  

Mobile phone carriers for network interconnection and other services including calling party pays

   6,780,334    6,305,459     6,305,459     7,181,554  

Recoverable taxes

   26,102,082    31,116,185     31,116,185     23,556,336  

Sundry debtors

   13,625,309    14,735,135     14,735,135     19,041,797  
  

 

  

 

   

 

   

 

 
   142,644,098    148,164,756   148,164,756   171,269,935  

Less: Allowance for bad debts due from subscribers, distributors and mobile phone carriers

   (22,438,144  (20,292,099

Less: Allowance for bad debts

 (20,292,099 (25,685,528
  

 

  

 

   

 

   

 

 

Net

  Ps.120,205,954   Ps.127,872,657  Ps. 127,872,657  Ps.  145,584,407  
  

 

  

 

   

 

   

 

 

b) Changes in the allowance for doubtful accounts during the years ended December 31, 2011, 2012 and 2013bad debts were as follows:

 

  For the years ended December 31,   For the years ended December 31, 
  2011 2012 2013   2012   2013   2014 

Balance at beginning of year

  Ps.(19,002,607 Ps.(23,358,822 Ps.(22,438,144  Ps.(23,358,822  Ps.  (22,438,144  Ps.(20,292,099

Increases recorded in expenses

   (12,111,915 (12,009,580  (10,417,235   (12,009,580   (10,417,235   (11,770,721

Charges against the allowance

   8,252,701   10,534,631    14,405,151     10,534,631     14,405,151     4,978,376  

Translation effect

   (497,001 2,395,627    (1,841,871   2,395,627     (1,841,871   1,398,916  
  

 

  

 

  

 

   

 

   

 

   

 

 

Balance at end of year

  Ps.(23,358,822 Ps.(22,438,144 Ps.(20,292,099Ps.  (22,438,144Ps.  (20,292,099Ps.  (25,685,528
  

 

  

 

  

 

   

 

   

 

   

 

 

c) The following table shows the aging of accounts receivable at December 31, 20122013 and 2013,2014, for subscribers and distributors:

 

 Total Unbilled services
provided
 1-30
days
 30-60
days
 61-90
days
 Greater than
90 days
   Total   Unbilled services
provided
   1-30 days   30-60 days   61-90 days   Greater than 90
days
 

December 31, 2012

 Ps.96,136,373   Ps.50,031,727   Ps.18,419,119   Ps.3,473,650   Ps.2,223,077   Ps.21,988,800  

December 31, 2013

 96,007,977   48,223,217   21,308,236   3,561,179   2,439,653   20,475,692    Ps. 96,007,977    Ps. 48,223,217    Ps. 21,308,236    Ps. 3,561,179    Ps. 2,439,653    Ps. 20,475,692  

December 31, 2014

  Ps. 121,490,248    Ps.59,703,005    Ps.25,946,186    Ps.3,908,512    Ps.2,551,247    Ps.29,381,298  

In accordance with the Company’s accounting policy for the allowance for bad debts, as of December 31, 20122013 and 2013,2014, there are accounts receivable greater than 90 days that are not impaired.impaired as they are primarily due from governmental institutions. To estimate the recoverability of accounts receivable, the Company considers any change in the credit quality of the subscribers and distributors from the date the credit was granted until the end of period.

d) The following table shows the deteriorated accounts receivable from subscribers and distributors included in the allowance for doubt accounts, as of December 31, 20122013 and 2013:2014:

 

  Total   61-90 days   Greater than
90 days
   Total   61-90 days   Greater than
90 days
 

December 31, 2012

  Ps.22,438,144    Ps.449,344    Ps.21,988,800  

December 31, 2013

   20,292,099     814,500     19,477,599    Ps. 20,292,099    Ps. 814,500    Ps. 19,477,599  

December 31, 2014

  Ps. 25,685,528    Ps. 1,026,898    Ps. 24,658,630  

6. Related Parties

a) The following is an analysis of the balances with related parties as of December 31, 2013 and 2014. All of the companies were considered affiliates of América Móvil since the Company or the Company’s principal shareholders are also direct or indirect shareholders in the related parties.

   2013   2014 

Accounts receivable:

    

Sanborns Hermanos, S.A.

  Ps.235,075    Ps.254,423  

Sears Roebuck de México, S.A. de C.V.

   353,724     220,501  

AT&T Corp. (AT&T)

   80,438     —    

Patrimonial Inbursa, S.A.

   245,318     182,753  

Other

   431,837     662,430  
  

 

 

   

 

 

 

Total

Ps.1,346,392  Ps.1,320,107  
  

 

 

   

 

 

 

   2013   2014 

Accounts payable:

    

Fianzas Guardiana Inbursa, S.A. de C.V.

  Ps.212,765    Ps.452,333  

Operadora Cicsa, S.A. de C.V.

   280,374     667,358  

PC Industrial, S.A. de C.V.

   176,095     180,560  

Microm, S.A. de C.V.

   77,690     29,710  

Grupo Financiero Inbursa, S.A.B. de C.V.

   36,366     35,678  

Conductores Mexicanos Eléctricos y de
Telecomunicaciones, S.A. de C.V.

   52,268     —    

Acer Computec México, S.A. de C.V.

   32,214     29,612  

Sinergía Soluciones Integrales de Energía, S.A. de C.V.

   35,826     61,098  

Eidon Software, S.A. de C.V.

   25,461     69,911  

AT&T Corp. (“AT&T”)

   1,039,043     —    

Other

   584,235     1,561,032  
  

 

 

   

 

 

 

Total

Ps. 2,552,337  Ps. 3,087,292  
  

 

 

   

 

 

 

For the years ended December 31, 2012, 2013 and 2014, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

b) For the years ended December 31, 2012, 2013 and 2014, the Company conducted the following transactions with related parties:

   2012   2013   2014 

Investments and expenses:

      

Construction services, purchases of materials, inventories and property, plant and equipment (i)

  Ps.6,014,441    Ps.4,631,435    Ps.5,424,826  

Insurance premiums, fees paid for administrative and operating services, brokerage services and others (ii)

   2,411,663     2,349,494     2,188,261  

Call termination costs (iii)

   10,983,962     14,470,985     6,141,063  

Interconnection cost

   250,426     308,483     120,119  

Other services

   981,496     1,142,771     955,833  
  

 

 

   

 

 

   

 

 

 
Ps. 20,641,988  Ps. 22,903,168  Ps. 14,830,102  
  

 

 

   

 

 

   

 

 

 

Revenues:

Sale of long-distance services and other telecommunications services

Ps.352,086  Ps.277,522  Ps.291,038  

Sale of materials and other services

 447,390   439,091   506,100  

Call termination revenues

 486,230   617,058   201,990  
  

 

 

   

 

 

   

 

 

 
Ps.1,285,706  Ps.1,333,671  Ps.999,128  
  

 

 

   

 

 

   

 

 

 

(i)In 2014, this amount includes Ps.5,330,989 (Ps.4,441,279 in 2013 and Ps.5,867,810 in 2012, respectively) for network construction services and construction materials purchased from subsidiaries of Grupo Carso, S.A.B. de C.V. (“Grupo Carso”).
(ii)In 2014, this amount includes Ps.537,904 (Ps.765,097 in 2013 and Ps.704,200 in 2012) for network maintenance services performed by Grupo Carso subsidiaries; Ps.634,368 in 2014 (Ps.555,984 and Ps.599,784, in 2013 and 2012, respectively) for software services provided by an associate; Ps.676,335 in 2014 (Ps.627,945 and Ps.669,118 in 2013 and 2012, respectively) for insurance premiums with Seguros Inbursa S.A., which, in turn, places most of such insurance with reinsurers.
(iii)Includes the cost of buying airtime, long-distance services and megabytes navigation for value added services of Ps.6,008,380 in 2014 (Ps.14,326,300 in 2013 and Ps.10,937,396 in 2012) from AT&T subsidiaries.

c) During 2014, the Company paid Ps. 1,037,513 (Ps.920,244 and Ps.942,090 in 2013 and 2012, respectively) for short-term direct benefits to its executives.

d) In November 2010, the Company entered into a revolving credit agreement with its affiliate Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa. The agreement provides a line of credit to the Company and/or its subsidiaries for up to Ps.5,230,600 (US$400,000), of which no amounts are outstanding.

e) On June 27, 2014, Inmobiliaria Carso, S.A. de C.V. and Control Empresarial de Capitales, S.A. de C.V. acquired the share that AT&T had of the Company’s stock. Therefore, since such date, AT&T is no longer considered a related party and is thus not included in the December 31, 2014 related party disclosures with respect to the analysis of the balances with related parties. AT&T is included as a related party in the 2013 disclosures above and in the 2014 disclosures for to the period ended June 27, 2014.

7. Derivative Financial Instruments

To mitigate the risks of future increases in interest rates for the servicing of its debt, the Company has entered into interest-rate swap contracts in over-the-counter transactions carried out with financial institutions from which the Company has obtained the loans. No collateral is given as security in connection with these transactions. The weighted-average interest rate of the total debt is 3.5%.

An analysis of the derivative financial instruments contracted by the Company at December 31, 2013 and 2014 is as follows:

   At December 31, 
   2013   2014 

Instrument

  Notional amount in
millions
   Fair value   Notional amount in
millions
   Fair value 

Swaps US Dollar-Mexican peso

  US$ 6,002    Ps.7,558,469    US$ 4,725    Ps. 12,628,794  

Swaps Euro-Mexican peso

  720     1,808,629    142     232,904  

Swaps Euro-US Dollar

  945     390,520    4,505     6,526,253  

Swaps CHF-US Dollar

  CHF230     81,413      

Swaps CNY-US Dollar

  CNY1,000     184,690    CNY1,000     65,921  

Forwards US Dollar-Mexican peso

  US$5,375     361,845      

Forwards Euro-US Dollar

  200     83,750      

Forwards Euro-Mexican peso

      200     3,082,184  
    

 

 

     

 

 

 

Total Assets

Ps. 10,469,316  Ps.22,536,056  
    

 

 

     

 

 

 

   At December 31, 
   2013   2014 

Instrument

  Notional amount in
millions
   Fair value   Notional amount in
millions
   Fair value 

Interest rate swaps in Mexican peso

  Ps. 23,640    Ps. (2,219,795  Ps. 23,640    Ps.(1,690,560

Forwards Dollar-Mexican Peso

      US$2,215     (4,523,389

Forwards Euro-Dollar

      2,165     (1,148,832

Swaps Euro-Dollar

      510     (391,604

Swaps Yen-US Dollar

  ¥12,000     (566,558  ¥5,100     (355,962

Swaps CHF-Euro

  CHF270     (158,559  CHF270     (77,760

Swaps CHF-Dollar

      CHF230     (298,753

Swaps Sterling pound-Euro

  £2,720     (2,421,411  £1,770     (40,952
    

 

 

     

 

 

 

Total liability

Ps. (5,366,323Ps. (8,527,812
    

 

 

     

 

 

 

The changes in the fair value of these derivative financial instruments for the years ended December 31, 2012, 2013 and 2014 amounted to a (loss) gain of Ps. (6,075,490), Ps. 2,841,952 and Ps. 7,397,142, respectively, and such amounts are included in the consolidated statements of comprehensive income as part of the caption “Valuation of derivatives interest cost from labor obligations and other financial items, net” and Ps. (253,428), Ps.(741,321) and Ps.(329,112), net of tax, that are accounted for as “Effect of derivative financial instruments acquired for hedging purposes” in equity.

The maturities of the notional amount of the derivatives are as follows:

Instrument

  Notional
amount in
millions
   2015   2016   2017   2018   2019   Thereafter 

Swaps US Dollar- Mexican peso

  US$4,725       350         350     4,025  

Swaps Euro- Mexican peso

  142       72     70        

Swaps Euro- US Dollar

  4,505               4,505  

Swaps CNY-US Dollar

  CNY1,000     1,000            

Forwards Euro-Mexican peso

  200     200            

Total assets

              

Interest rate swaps in Mexican peso

  Ps.23,640     3,840     4,050     15,350       400    

Swaps Yen- US Dollar

  ¥5,100         5,100        

Swaps CHF-Euro

  CHF270           270      

Swaps CHF-Dollar

  CHF230     230            

Swaps Euro-Dollar

  510         10     500      

Swaps Sterling pound-Euro

  £1,770               1,770  

Forwards Dollar–Mexican Peso

  US$2,215     2,215            

Forwards Euro–Dollar

  2,165     1,425     500     240        

Total liabilities

              

8. Inventories, netNet

An analysis of inventories at December 31, 20122013 and 20132014 is as follows:

 

 2012 2013   2013   2014 

Mobile phones, accessories, cards and other materials

 Ps.30,976,789   Ps.39,238,656    Ps. 39,238,656    Ps. 38,946,979  

Less: Reserve for obsolete and slow-moving inventories

 (2,278,969  (2,519,703   (2,519,703   (3,016,697
 

 

  

 

   

 

   

 

 

Total

 Ps.28,697,820   Ps.36,718,953  Ps. 36,718,953  Ps. 35,930,282  
 

 

  

 

   

 

   

 

 

For the years ended December 31, 2011, 2012, 2013 and 2013,2014, the cost of inventories recognized in cost of sales was Ps.110,465,701, Ps.121,994,900 and services was Ps.95,062,633, Ps.110,465,701 and Ps.121,994,900,Ps.129,634,613, respectively.

7.9. Other assets, netNet

a) An analysis of other assets at December 31, 20122013 and 20132014 is as follows:

 

  2012   2013   2013   2014 

Current portion:

        

Advances to suppliers

  Ps.7,578,127    Ps.7,999,148    Ps.7,999,148    Ps.8,808,396  

Costs associated with deferred revenues

   2,827,178     3,041,371  

Costs of mobile equipment and computers associated with deferred revenues

   3,041,371     5,061,591  

Prepaid insurance

   450,283     605,318     605,318     1,423,889  

Other

   415,875     481,363     481,363     1,269,726  
  

 

   

 

 
  

 

   

 

 Ps.12,127,200  Ps. 16,563,602  
  Ps.11,271,463    Ps.12,127,200    

 

   

 

 
  

 

   

 

 
  2013   2014 

Non-current portion:

        

Recoverable taxes

  Ps.3,305,273    Ps.3,269,699    Ps.3,269,699    Ps.7,162,377  

Advance payments for the use of fiber optics

   1,307,791     2,765,495     2,765,495     2,851,089  

Prepaid expenses and judicial deposits

   11,116,090     11,305,088  

Prepaid expenses and judicial deposits (1)

   11,305,088     17,842,567  
  

 

   

 

   

 

   

 

 

Total

  Ps.15,729,154    Ps.17,340,282  Ps. 17,340,282  Ps.27,856,033  
  

 

   

 

   

 

   

 

 

For the years ended December 31, 2011, 2012, 2013 and 2013,2014, the amortization expense for other assets was Ps.398,383, Ps.244,538, Ps.127,058 and Ps.127,058,Ps.284,088, respectively.

Judicial deposits represent cash pledged in order to fulfill the collateral requirements for tax contingencies in Brazil.

(1)Judicial deposits represent cash pledged in order to fulfill the collateral requirements for tax contingencies in Brazil. At December 31, 2013 and 2014, the amount for these deposits is Ps.7,305,140 and Ps.13,874,471, respectively. Based on its evaluation of the underlying contingencies, the Company believes that such amounts are recoverable.

8.10. Property, Plant and Equipment, netNet

a) An analysis of property, plant and equipment, net at December 31, 2011, 2012, 2013 and 20132014 is as follows:

 

Cost

 Telephonic plant in
operation and
equipment
  Land and buildings  Other assets  Construction
in process
and advances
to plant suppliers(1)
  Inventories for
operation of the
plant
(Impairment)
  Total 

At January 1, 2011

 Ps. 336,923,824   Ps. 44,187,818   Ps. 51,312,793   Ps.41,082,331   Ps.12,026,165   Ps. 485,532,931  

Additions

  72,736,548    9,680,678    13,492,397    38,419,430    18,904,313    153,233,366  

Retirements

  (16,186,099  (350,418  (2,262,172  (30,439,838  (13,311,357  (62,549,884

Effect of translation

  18,527,029    1,732,445    2,912,022    1,786,354    375,886    25,333,736  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2011

  412,001,302    55,250,523    65,455,040    50,848,277    17,995,007    601,550,149  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Additions

  104,467,913    2,434,107    9,883,676    19,730,746    11,603,283    148,119,725  

Retirements

  (25,693,072  (1,219,353  (5,413,649  (21,177,560  (12,647,522  (66,151,156

Business combinations

  15,107     40,160    4,259     59,526  

Business acquisition of NET (Note 10)

  33,098,556    255,018    —      128,643    —      33,482,217  

Effect of translation

  (56,393,038  (4,181,864  (1,977,322  (3,588,130  (925,663  (67,066,017
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2012

  467,496,768    52,538,431    67,987,905    45,946,235    16,025,105    649,994,444  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Additions

  116,170,134    2,567,068    22,957,505    13,085,094    12,458,316    167,238,117  

Retirements

  (17,995,021  (3,298,197  (8,367,342  (15,326,412  (10,142,059  (55,129,031

Business combinations

  310     87,122    1,268     88,700  

Effect of translation

  (55,763,545  (3,579,859  (4,654,256  (3,874,210  (975,281  (68,847,151
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2013

 Ps.509,908,646   Ps.48,227,443   Ps.78,010,934   Ps.39,831,975   Ps.17,366,081   Ps.693,345,079  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated depreciation

      

At January 1, 2011

 Ps.58,825,288   Ps.177,289   Ps.14,727,856    Ps.( 17,889 Ps.73,712,544  

Depreciation of the year

  68,660,250    1,396,102    12,581,222     4,626    82,642,200  

Retirements

  (30,664,840  (53,910  (3,211,913   (7,988  (33,938,651

Effect of translation

  11,130,430    318,881    1,590,024     7,948    13,047,283  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2011

  107,951,128    1,838,362    25,687,189     (13,303  135,463,376  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Depreciation of the year

  83,905,974    1,097,460    7,282,983     (18,142  92,268,275  

Retirements

  (22,753,727  (306,881  (6,297,626   (24,451  (29,382,685

Effect of translation

  (43,392,735  (1,641,993  (3,740,236   (13,830  (48,788,794
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2012

  125,710,640    986,948    22,932,310     (69,726  149,560,172  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Depreciation of the year

  80,867,568    1,973,707    11,994,657     57,869    94,893,801  

Retirements

  (11,006,444  (31,133  (3,380,289   (11,121  (14,428,987

Effect of translation

  (33,975,506  (1,322,209  (2,485,845   (3,298  (37,786,858
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2013

 Ps.161,596,258   Ps.1,607,313   Ps.29,060,833    Ps.( 26,276 Ps.192,238,128  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value

      

At January 1, 2011

 Ps.304,050,174   Ps.53,412,161   Ps.39,767,851   Ps.50,848,277   Ps.18,008,310   Ps.466,086,773  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2012

 Ps.341,786,128   Ps.51,551,483   Ps.45,055,595   Ps.45,946,235   Ps.16,094,831   Ps.500,434,272  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2013

 Ps.348,312,388   Ps.46,620,130   Ps.48,950,101   Ps.39,831,975   Ps.17,392,357   Ps.501,106,951  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  At
December 31,
2011
  Additions  Retirements  Business
combinations
  Effect of
translation
  Hyperinflation
restatement
 Depreciation of
the year
  At
December 31,
2012
 

Cost:

        

Telephonic plant in operation and equipment

 Ps. 412,001,302   Ps. 104,467,913   Ps. (25,693,072 Ps. 33,113,663   Ps.(56,393,038   Ps.467,496,768  

Land and buildings

  55,250,523    2,434,107    (1,219,353  255,018    (4,181,864    52,538,431  

Other assets

  65,455,040    9,883,676    (5,413,649  40,160    (1,977,322    67,987,905  

Construction in process and advances plant suppliers (1)

  50,848,277    19,730,746    (21,177,560  132,902    (3,588,130    45,946,235  

Inventories for operation of the plant

  17,995,007    11,603,283    (12,647,522   (925,663    16,025,105  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

Total

  601,550,149    148,119,725    (66,151,156  33,541,743    (67,066,017    649,994,444  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

Accumulated depreciation

        

Telephonic plant in operation and equipment

  107,951,128     (22,753,727   (43,392,735   83,905,974   Ps.125,710,640  

Land and buildings

  1,838,362     (306,881   (1,641,993   1,097,460    986,948  

Other assets

  25,687,189     (6,297,626   (3,740,236   7,282,983    22,932,310  

Inventories for operation of the plant

  (13,303   (24,451   (13,830   (18,142  (69,726
 

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total

  135,463,376     (29,382,685   (48,788,794   92,268,275    149,560,172  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net Cost

 Ps.466,086,773   Ps.148,119,725   Ps. (36,768,471 Ps.33,541,743   Ps. (18,277,223  Ps. (92,268,275 Ps. 500,434,272  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

  At
December 31,
2012
  Additions  Retirements  Business
combinations
  Effect of
translation
  Hyperinflation
restatement
 Depreciation of
the year
  At
December 31,
2013
 

Cost:

        

Telephonic plant in operation and equipment

 Ps.467,496,768   Ps.116,170,134   Ps.(17,995,021 Ps.310   Ps.(55,763,545   Ps.509,908,646  

Land and buildings

  52,538,431    2,567,068    (3,298,197   (3,579,859    48,227,443  

Other assets

  67,987,905    22,957,505    (8,367,342  87,122    (4,654,256    78,010,934  

Construction in process and advances plant suppliers(1)

  45,946,235    13,085,094    (15,326,412  1,268    (3,874,210    39,831,975  

Inventories for operation of the plant

  16,025,105    12,458,316    (10,142,059   (975,281    17,366,081  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

Total

  649,994,444    167,238,117    (55,129,031  88,700    (68,847,151    693,345,079  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

    

 

 

 

Accumulated depreciation

        

Telephonic plant in operation and equipment

  125,710,640     (11,006,444   (33,975,506   80,867,568    161,596,258  

Land and buildings

  986,948     (31,133   (1,322,209   1,973,707    1,607,313  

Other assets

  22,932,310     (3,380,289   (2,485,845   11,994,657    29,060,833  

Inventories for operation of the plant

  (69,726   (11,121   (3,298   57,869    (26,276
 

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total

 Ps.149,560,172     (14,428,987  Ps.(37,786,858   94,893,801   Ps.192,238,128  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net Cost

 Ps. 500,434,272   Ps. 167,238,117   Ps. (40,700,044 Ps.88,700   Ps. (31,060,293  Ps. (94,893,801 Ps. 501,106,951  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

  At
December 31,
2013
  Additions  Retirements  Business
combinations
  Effect of
translation
  Hyperinflation
restatement
  Depreciation of
the year
  At
December 31,
2014
 

Cost

        

Telephonic plant in operation and equipment

 Ps.509,908,646   Ps.108,661,794   Ps. (30,933,135  54,202,020    634,026    143,886     642,617,237  

Land and buildings

  48,227,443    3,650,705    (823,850  5,271,503    124,621    13,114     56,463,536  

Other assets

  78,010,934    39,953,790    (11,426,188  5,417,138    2,586,726    21,200     114,563,600  

Construction in process and advances plant suppliers (1)

  39,831,975    13,543,305    (16,386,806  2,600,498    (491,799  10,012     39,107,185  

Inventories for operation of the plant

  17,366,081    15,580,184    (12,958,645  962,017    (100,923  —       20,848,714  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total

  693,345,079    181,389,778    (72,528,624  68,453,176    2,752,651    188,212     873,600,272  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Accumulated depreciation

        

Telephonic plant in operation and equipment

  161,596,258     (16,618,742   (2,950,031  98,918    92,400,728    234,527,131  

Land and buildings

  1,607,313     (185,421   125,881    1,364    2,179,268    3,728,405  

Other assets

  29,060,833     (3,596,940   981,659    18,933    13,334,198    39,798,683  

Inventories for operation of the plant

  (26,276   (29,199   10,235    —      (5,025  (50,265
 

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total

  192,238,128     (20,430,302   (1,832,256  119,215    107,909,169    278,003,954  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net Cost

 Ps. 501,106,951   Ps. 181,389,778   Ps. (52,098,322 Ps.68,453,176   Ps.  4,584,907   Ps.68,997   Ps. (107,909,169 Ps. 595,596,318  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)Construction in progress includes fixed and mobile telephone facilities as well as satellite developments and fiber optic which is in the process of being laid.installed.

The completion period of construction in progress is variable and depends upon the type of fixed assets inunder construction. In the case of telephone plant (switching and transmission), it takes 6 months on average; for others, it may take more than 2 years.

Theb) At December 31, 2013 and 2014, property, plant and equipment include the following assets under capital leases:

   2013   2014 

Assets under capital leases

  Ps.972,601    Ps. 1,281,452  

Accumulated depreciation

   (367,698   (888,537
  

 

 

   

 

 

 
Ps.  604,903  Ps.392,915  
  

 

 

   

 

 

 

c) On September 30, 2014, the Company is buildingsigned the final acceptance certificate for a submarine cable system designed with 17,500 kilometers of length that will have a 100 Gigabit per second (100G) transmission.system. The cable extends from the U.S. to Central America and Brazil, which provides international connectivity to all the Company subsidiaries in these geographic areas. The total investment capitalized at December 31, 20132014 is Ps.4,691,102Ps.4,275,682 (US$358,743) 290,507).

b)d) At December 31, 2012 and 2013, property, plant and equipment include the following assets under capital leases:

   2012  2013 

Assets under capital leases

  Ps.848,622   Ps.972,601  

Accumulated depreciation

   (409,105  (367,698
  

 

 

  

 

 

 
  Ps.439,517   Ps.604,903  
  

 

 

  

 

 

 

c) At December 31, 2013, Embratel and Net have2014, Claro Brasil has land and buildings and other equipment that areis pledged in guarantee of legal proceedings in the amount of Ps.1,619,109 (Ps.3,518,426Ps. 4,012,658 (Ps.1,619,109 in 2012)2013).

d)e) Relevant information related to the computation of the capitalized borrowing costs is as follows:

 

  Years ended December 31,   Years ended December 31, 
  2011 2012 2013   2012 2013 2014 

Amount invested in the acquisition of qualifying assets

  Ps.51,240,658   Ps.52,849,800   Ps.46,686,790    Ps. 52,849,800   Ps. 46,686,790   Ps. 47,332,317  

Capitalized interest

   3,845,609   3,152,811   3,002,756     3,152,811   3,002,756    3,258,928  

Capitalization rate

   7.5 6.0 6.4   6.0 6.4  6.9

Capitalized interest is being amortized over a period of 7seven years, which is the estimated useful life of the plant.related assets.

e)f) In January 2012, Star One entered into an agreement denominated in U.S. dollars with a manufacturer for the construction and launching of the Star One C-4 satellite. The cost of the project is estimated to be approximately Ps.3,772,929Ps.4,268,220 (US$290,000). At December 31, 20122013 and 2013,2014, the amount of construction in progressprocess associated with this project amounts to Ps.1,386,755 and Ps.2,567,775 and Ps.3,332,567, respectively.

9.g) On July 9, 2013, Star One signed an agreement denominated in US dollars with a manufacturer for construction and launching of the Star One D1 satellite, which will be equipped with transponders in Bands C, Ku and Ka. The cost of this project is estimated to be approximately Ps. 5,946,072 (US$ 404,000) and the launch expected in the first quarter of 2016. The Star One D1 will replace the satellite BRASILSAT B4. At December 31, 2014, the amount recorded with in Construction in progress amounts to Ps. 2,661,801.

11. Intangible assets

a) An analysis of intangible assets at December 31, 2011, 2012, 2013 and 20132014 is as follows:

 

 At December 31, 2011  At December 31, 2012 
 Balance at
beginning of
year
 Acquisitions Acquisitions in
business
combinations
 Disposals
and other
 Amortization
of the year
 Effect of
translation of
foreign
subsidiaries, net
 Balance at end
of year
  Balance at
beginning of
year
 Acquisitions Acquisitions
in business
combinations
 Disposals and
other
 Amortization
of the year
 Effect of
translation of
foreign
subsidiaries, net
 Balance at end
of year
 

Licenses and rights of use

 Ps.124,992,523   Ps.1,479,130   Ps.1,149,119   Ps.(281,397 Ps.—     Ps.2,721,997   Ps.130,061,372   Ps.130,061,372   Ps.7,830,248   Ps.12,414,914   Ps.—     Ps.—     Ps.(16,545,574 Ps.133,760,960  

Accumulated amortization

 (80,471,665  —      —     163,060   (9,731,392 (1,490,476 (91,530,473 (91,530,473  —      —      —     (9,482,044 11,303,987   (89,708,530
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net

 44,520,858   1,479,130   1,149,119   (118,337 (9,731,392 1,231,521   38,530,899   38,530,899   7,830,248   12,414,914    —     (9,482,044 (5,241,587 44,052,430  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trademarks

 Ps.12,654,899   Ps.—     Ps.—     Ps.—     Ps.—     Ps.(343,019 Ps.12,311,880   Ps.12,311,880    —      —      —      —     (713,321 11,598,559  

Accumulated amortization

 (8,123,022  —      —      —     (1,225,060 43,056   (9,305,026 (9,305,026  —      —      —     (1,589,880 439,662   (10,455,244
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net

 Ps.4,531,877   Ps.    Ps.    Ps.    Ps.(1,225,060 Ps.(299,963 Ps.3,006,854   3,006,854    —      —      —     (1,589,880 (273,659 1,143,315  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total of Intangibles, net

 Ps.41,537,753   Ps.7,830,248   Ps.12,414,914   Ps.—     Ps. (11,071,924 Ps.(5,515,246 Ps.45,195,745  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Goodwill

 Ps.70,918,967   Ps.—     Ps.159,797   Ps.(152,285 Ps.—     Ps.2,111,954   Ps.73,038,433   Ps.73,038,433   Ps.—     Ps.31,347,978   Ps.(278,756  —     Ps.(4,401,796 Ps.99,705,859  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 At December 31, 2013 
 Balance at
beginning of
year
 Acquisitions Acquisitions
in business
combinations
 Disposals and
other
 Amortization
of the year
 Effect of
translation of
foreign
subsidiaries, net
 Balance at end
of year
 

Licenses and rights of use

 Ps.133,760,960   Ps.3,334,464   Ps.—     Ps.(2,158,796 Ps.—     Ps.(11,853,114 Ps.123,083,514  

Accumulated amortization

 (89,708,530   —      (6,271,998 9,950,846   (86,029,682
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net

 44,052,430   3,334,464    —     (2,158,796 (6,271,998 (1,902,268 37,053,832  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trademarks

 Ps.11,598,559    —      —     387,926    —     (285,879 11,700,606  

Accumulated amortization

 (10,455,244  —      —      —     (241,976 162,920   (10,534,300
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net

 1,143,315    —      —     387,926   (241,976 (122,959 1,166,306  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total of Intangibles, net

 Ps.45,195,745   Ps.3,334,464   Ps.—     Ps.(1,770,870 Ps(6,513,974 Ps.(2,025,227 Ps.38,220,138  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Goodwill

 Ps.99,705,859   Ps.—     Ps.1,200,061   Ps.(3,655,164 Ps.—     Ps.(4,764,472 Ps.92,486,284  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 At December 31, 2014 
 Balance at
beginning of
year
 Acquisitions Acquisitions
in business
combinations
 Disposals and
other
 Amortization
of the year
 Effect of
translation of
foreign
subsidiaries, net
 Balance at end
of year
 

Licenses and rights of use

 Ps.123,083,514   Ps.24,946,015   Ps.27,504,303   Ps.—      —     Ps.(738,738 Ps.174,795,094  

Accumulated amortization

  (86,029,682  —      —      —     Ps.(6,013,565  811,998    (91,231,249
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net

  37,053,832    24,946,015    27,504,303    —      (6,013,565  73,260    83,563,845  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Trademarks

 Ps.11,700,606    1,584,189    8,930,690    —      —      59,506    22,274,991  

Accumulated amortization

  (10,534,300  —      —      —      (300,778  5,676    (10,829,402
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net

  1,166,306    1,584,189    8,930,690    —      (300,778  65,182    11,445,589  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Customer relationships

  —      —      15,249,879    —      —      56,288    15,306,167  

Accumulated amortization

  —      —      —      —      (485,951  —      (485,951
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net

  —      —      15,249,879    —      (485,951  56,288    14,820,216  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total of Intangibles, net

 Ps.38,220,138   Ps.26,530,204   Ps.51,684,872   Ps.—     Ps.(6,800,294 Ps.194,730   Ps.109,829,650  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Goodwill

 Ps.92,486,284   Ps.    Ps.51,316,970   Ps.(1,642,939 Ps.—     Ps.(1,256,924 Ps.140,903,391  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  At December 31, 2012 
  Balance at
beginning
of year
  Acquisitions  Acquisitions in
business
combinations
  Disposals
and other
  Amortization
of the year
  Effect of
translation
of foreign
subsidiaries,
net
  Balance at
end of
year
 

Licenses and rights of use

 Ps.130,061,372   Ps.7,830,248   Ps.12,414,914   Ps.—     Ps.—     Ps.(16,545,574 Ps.133,760,960  

Accumulated amortization

  (91,530,473  —      —      —      (9,482,044  11,303,987    (89,708,530
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net

  38,530,899    7,830,248    12,414,914    —      (9,482,044  (5,241,587  44,052,430  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Trademarks

 Ps.12,311,880   Ps.—     Ps.—     Ps.—     Ps.—     Ps.(713,321 Ps.11,598,559  

Accumulated amortization

  (9,305,026  —      —      —      (1,589,880  439,662    (10,455,244
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net

 Ps.3,006,854   Ps.—     Ps.—     Ps.—     Ps.    Ps.(273,659 Ps.1,143,315  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Goodwill

 Ps.73,038,433   Ps.—     Ps.31,347,978   Ps.(278,756 Ps.(1,589,880 Ps.(4,401,796 Ps.99,705,859  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  At December 31, 2013 
  Balance at
beginning

of year
  Acquisitions  Acquisitions in
business
combinations
  Disposals
and other
  Amortization
of the year
  Effect of
translation
of foreign
subsidiaries,

net
  Balance at end
of year
 

Licenses and rights of use

 Ps.133,760,960   Ps.3,334,464   Ps.—     Ps.(2,158,796 Ps.—     Ps.(11,853,114 Ps.123,083,514  

Accumulated amortization

  (89,708,530  —                  (6,271,998  9,950,846    (86,029,682
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net

 Ps.44,052,430   Ps.3,334,464   Ps.     Ps.(2,158,796 Ps.(6,271,998 Ps.(1,902,268 Ps.37,053,832  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Trademarks

 Ps.11,598,559   Ps.     Ps.     Ps.387,926   Ps.     Ps.(285,879 Ps.11,700,606  

Accumulated amortization

  (10,455,244                    (241,976  162,920    (10,534,300
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net

 Ps.1,143,315   Ps.     Ps.     Ps.387,926   Ps.    Ps.(122,959 Ps.1,166,306  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Goodwill

 Ps.99,705,859   Ps.—     Ps.1,200,061   Ps.(3,655,164 Ps.(241,976 Ps.(4,764,472 Ps.92,486,284  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

b) The aggregate carrying amountsamount of goodwill is allocated to each country are as follows:

 

  2012   2013   2013   2014 

Mexico (Telmex)

  Ps.9,572,007    Ps.10,729,462  

USA

   1,469,388     1,472,896  

Brazil (Fixed, mobile and T.V.)

   29,435,809     22,483,917  

Argentina

   294,480     272,191  

Colombia

   15,642,979     14,402,035  

Europe (7 countries)

  Ps.—      Ps. 50,955,499  

Brazil (Fixed, wireless and TV)

   22,483,917     22,338,319  

Puerto Rico

   17,463,394     17,463,393  

Dominican Republic

   14,186,724     14,186,724  

Mexico (includes Telmex)

   10,729,462     9,734,666  

Ecuador

   2,155,385     2,155,385     2,155,385     2,155,385  

Peru

   2,245,717     2,209,484     2,209,484     2,230,651  

El Salvador

   2,510,596     2,510,596     2,510,596     2,510,596  

Guatemala

   626,940     645,525  

Honduras

   58,135     56,630  

Nicaragua

   1,544,583     1,544,582  

Puerto Rico

   17,463,394     17,463,394  

Dominican Republic

   14,186,724     14,186,724  

Chile

   2,499,722     2,353,463     2,353,463     2,308,587  

Colombia

   14,402,035     13,063,780  

Other countries

   3,991,824     3,955,791  
  

 

   

 

   

 

   

 

 
  Ps.99,705,859    Ps.92,486,284  Ps. 92,486,284  Ps. 140,903,391  
  

 

   

 

   

 

   

 

 

c) The following is a description of the major changes in the “Licenses and rights of use” caption forduring the years ended December 31, 2011, 2012, 2013 and 2013:

2011 Acquisitions

i) During the first quarter of 2011, the Company won a public bid to provide mobile telecommunications services on a nationwide level in Costa Rica. The concession obtained by its subsidiary grants the Company the right to use and exploit the 70Mhz frequency range for a term of 15 years. The upfront amount paid was Ps.926,000 and no further payments need to be made.

ii) As part of the business combination of Digicel Group Limited described in Note 10, América Móvil recognized a license for an amount of Ps.1,149,119 (US$82,100).2014:

2012 Acquisitions

i) In January 2012, Telmex Colombia acquired a new TV license for a period of 8 years, expiring in 2020. The amount paid was Ps.253,927.

ii) As part of the business combination of Net Serviços de Comunicação, S.A (now Claro Brasil), the Company recognized a license for an amount of Ps.12,414,914. Given recent changes in the telecommunications law, licenses in Brazil can be renewed indefinitely at nominal cost. Thus, these licenses are considered as indefinite life intangible and are not amortized.

iii) In September 2012, Claro BrazilBrasil renewed certain contracts related towith its licenses for theof radio frequency of 450 MHz, frequency band, and such licenses cover the following states of Brazil:Brazil Acre, Rondonia, Tacantins, Bahia, Paraná, Santa Catarina, Rio de Janeiro, Espíritu Santo, Sao Paulo, Amazonas, Maranha, Roraima, Amapá and Pará. Such licenses expire in October 2027.

Also Claro BrazilBrasil acquired licenses related to 4G (fourth generation) services, or broadband of 2,500 MHz to provide 4G services in Brazilian territory, except for the Brazilian state of Amazonas. Such licenses expire between June 2014 andup to October 2027.

Additionally, the licenses for theof 850 MHz frequency band which expiredwere to expire during 2012 and 2013 were renewed. These renewals expire in October 2027. The amount paid for these renewals was Ps.5,710,116.

2013 Acquisitions

i) In October 2013, Claro Colombia acquired a radio spectrum band of 2500 Mhz to 2690 Mhz for a period of 10 years. The amount paid was Ps.815,488.

ii) EmbratelClaro Brasil and its subsidiaries acquired various radio frequencies and TV licenses, for a period that ranges from 3 to 19 years. The amount paid was Ps.2,149,074.

c)2014 Acquisitions

i) In March 2014, Claro Colombia renewed a license for the use of the radio spectrum granted to Comunicación Celular, S.A. (Claro) in the 824.040 Mhz to 891.480 Mhz and 1,877 Mhz to 1,965 Mhz bands for a period that ends in March 2024. The amount paid was Ps.1,018,190.

ii) On September 30, 2014, Claro Brasil obtained a license to provide the cellular service in the 700 national MHz frequency band. On December 8, 2014, Anatel assigned formally to Claro Brasil the frequency band. The total consideration for the acquisition of this band was Ps.15,588,866. Claro Brasil paid Ps.9,662,144 in 2014 and the remaining amount will be paid in four equal annual installments. The frequency band expires in 2029.

iii) As a part of the business combination of Telekom Austria, the Company recognized licenses for amount of for an amount of Ps.27,504,303. Telekom Austria holds mobile telecommunication licenses provided by regulatory authorities in Austria, Croatia, Slovenia, Serbia, Bulgaria, Belarus and Macedonia. These licenses are estimated to have a remaining useful life of 10 years.

iv) In 2014, Argentina paid Ps.4,151,753 (AR$ 2,385,379) for the acquisition of 4G licenses to increase the service in all the country.

v) Additionally the Company acquired other licenses in the Dominican Republic, Brazil and others in the amount of Ps.4,187,206.

d) Amortization of licenses, rights of use and trademarks for the years ended December 31, 2011, 2012, 2013 and 20132014 amounted to Ps.10,956,452, Ps.11,071,924, Ps.6,513,974 and Ps.6,513,974,Ps.6,800,294, respectively.

10.12. Investments in Associated Companiesassociated companies and Consolidated Equity Investmentsbusiness combinations

a) The following is a summary of changes in the investment in the Company’s associates during the years ended December 31, 2011, 2012, 2013 and 2013:2014:

 

 Balance at
December 31,

2010
 Acquisitions Disposals
/ Other
 Equity interest in
net income

of associate
 Equity method in OCI
and effect of
translation
 Balance at
December 31,
2011
  Balance at
December 31,

2011
 Acquisition Acquisition in
business
combinations
 Disposals
/ Other
 Equity interest
in net income
(loss) of associate
 Equity interest
in OCI and effect
of translation
 Balance at
December 31,
2012
 

NET

 Ps.49,675,380   Ps.1,185,359   Ps.—     Ps.1,856,331   Ps.337,932   Ps.53,055,002   Ps. 53,055,002   Ps.—     Ps.    Ps.(53,055,002)   Ps.—     Ps.—     Ps.—    

Others

 864,075   155,490    —     67,666   75,790   1,163,021  

KPN

  55,081,964     —     408,179   (482,669 55,007,474  

Telekom Austria

  16,363,888     —     380,334   8,502   16,752,724  

Other

 1,163,021   379,564     —     (27,152 (159,346 1,356,087  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

Ps.54,218,023  Ps. 71,825,416  Ps.   Ps.(53,055,002)  Ps. 761,361  Ps.(633,513)  Ps. 73,116,285  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 Ps.50,539,455   Ps.1,340,849   Ps.—     Ps.1,923,997   Ps.413,722   Ps.54,218,023  
 

 

  

 

  

 

  

 

  

 

  

 

  Balance at
December 31,

2012
 Acquisition Acquisition in
business
combinations
 Disposals
/ Other
 Equity interest
in net income
(loss) of associate
 Equity interest
in OCI and effect
of translation
 Balance at
December 31,
2013
 

KPN

 Ps. 55,007,474   Ps. 14,988,270   Ps.    Ps.(6,040,933 Ps.(244,514 Ps. 5,522,000   Ps.69,232,297  

Telekom Austria

 16,752,724     (88,461 326,129   659,583   17,649,975  

Other

 1,356,087   838,373     (45,333 (144,375 2,004,752  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

Ps.73,116,285  Ps.15,826,643  Ps.   Ps.(6,129,394)  Ps. 36,282  Ps.6,037,208  Ps. 88,887,024  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 Balance at
December 31,

2013
 Acquisition Acquisition in
business
combinations
 Disposals
/ Other
 Equity interest
in net income
(loss) of associate
 Equity interest
in OCI and effect
of translation
 Balance at
December 31,
2014
 

KPN

 Ps. 69,232,297   Ps.    Ps.    Ps. (17,620,649 Ps. (5,232,635 Ps. 36,896   Ps.46,415,909  

Telekom Austria

  17,649,975    1,770,112     (18,553,725  (819,000  (47,362  —    

Other

  2,004,752    884,230    180,900    (358,316  (21,374  156,480    2,846,672  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

Ps.88,887,024  Ps. 2,654,342  Ps. 180,900  Ps. (36,532,690Ps. (6,073,009Ps. 146,014  Ps. 49,262,581  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  Balance at
December 31,

2011
  Acquisition  Disposals
/Other
  Equity interest in
net income (loss)

of associate
  Equity interest in OCI
and effect of
translation
  Balance at
December 31,
2012
 

NET

 Ps.53,055,002   Ps.    Ps.(53,055,002 Ps.    Ps.    Ps.—    

KPN

   55,081,964     408,179    (482,669  55,007,474  

Telekom Austria

   16,363,888     380,334    8,502    16,752,724  

Other

  1,163,021    379,564     (27,152  (159,346  1,356,087  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 Ps.54,218,023   Ps.71,825,416   Ps.(53,055,002 Ps.761,361   Ps.(633,513 Ps.73,116,285  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Balance at
December 31,

2012
  Acquisition  Disposals
/ Other
  Equity interest in
net income (loss)
of associate
  Equity interest in OCI
and effect of

translation
  Balance at
December 31,
2013
 

KPN

 Ps.55,007,474   Ps.14,988,270   Ps.(6,040,933 Ps.(244,514 Ps.5,522,000   Ps.69,232,297  

Telekom Austria

  16,752,724     (88,461  326,129    659,583    17,649,975  

Other

  1,356,087    838,373     (45,333  (144,375  2,004,752  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 Ps.73,116,285   Ps.15,826,643   Ps.(6,129,394 Ps.36,282   Ps.6,037,208   Ps.88,887,024  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

b) The following is a description of the major acquisitions of investments in associates and subsidiaries during the years ended December 31, 2011, 2012, 2013 and 2013:

Acquisitions 2011

i) Net Serviços de Comunicação, S.A. (“NET”)

In 2011, the Company accounted for its holdings in NET using the equity method of accounting given that it did not exercise voting control over NET. During 2012, given a change in the Brazilian telecommunications laws, the Company was able to exercise an option whereby it obtained control and began consolidating NET starting January 1, 2012.

In 2010, Embratel purchased 155,415,666 preferred shares, no par value, of NET through a public offer. A sufficient number of preferred shares were tendered into the offer to give rise to a shareholder put right at the offer price adjusted for inflation through settlement of the put. The period for exercising the shareholder put right expired on January 13, 2011. A total of 49,847,863 preferred shares, equivalent to 21.81% of outstanding preferred shares as of October 13, 2010, were tendered during the shareholder put right period, bringing the final number of preferred shares tendered into the offer to 193,701,299. The total purchase price of all preferred shares acquired pursuant to the tender offer was approximately R$4.3 billion (Ps.31,525,000 at the exchange rate as of January 13, 2011) paid in cash.

At December 31, 2011, América Móvil through Embrapar and Embratel had a shareholding (direct and indirect) of 87.5% in NET.

The following tables show condensed consolidated financial information for NET for the year ended December 31, 2011:

Condensed Consolidated Statements of Comprehensive Income

Year ended
December 31,
2011

Revenues

Ps.45,631,540

Operating costs and expenses

41,117,974

Operating income

4,513,566

Net profit

Ps.2,005,330

ii) Star One S.A.

In July 2011, Embratel acquired a 20% interest in Star One S.A. (“Star One”) from GE Satellite Holdings LLC and its affiliates for a total purchase price of Ps.2,716,164 (US$235,000). Star One is a Brazilian company that provides satellite services in Brazil. Prior to that date, Embratel owned the remaining 80% interest in Star One. Accordingly, since July 2011 Embratel owns 100% of the shares.

iii) Digicel Group Limited

In November 2011, América Móvil acquired 100% of Digicel Group Limited and its affiliates’ (“Digicel”) operations in Honduras and sold its operations in Jamaica to Digicel. The net amount paid was Ps.4,733,385. As part of the acquisition, the identified licenses in the cellular industry were Ps.1,149,112.2014:

Acquisitions 2012

i) Acquisition of Control over NET (now Claro Brasil)

On January 26, 2012, the National Telecommunications Agency of Brazil, expressed its consent to the transfer of control of NET. This authorization then allowed Embrapar (Now Claro Brasil) to exercise a call option on the shares held by GB Empreendimentos e Participaçoes SA (“GB”), a company that previously controlled NET, which until that time was controlled by Globo Cominicação e Particpaçoes S.A. (“Globo”). Once this option was exercised, Embrapar and its subsidiary Embratel (now Claro Brasil) would have voting control of NET. The ability to exercise the option resulted in the Company effectively controlling NET.

On March 5, 2012 Embrapar exercised the option and purchased ordinary shares of GB. The acquired shares represented 5.5% of the ordinary shares and Embrapar reached 54.54% in the voting capital of GB. As a result of this transaction, América Móvil held an equity interest (directly and indirectly) in NET of 88.0%.

América Móvil obtained control of NET, in accordance with IFRS 3,Business combinations, and recognized the fair value of NET’s assets acquired, liabilities assumed and its non-controlling interest. As part of the business combination, América Móvil derecognized its equity method investment in NET. The difference between the carrying value and the acquisition date fair value of the equity method investment in NET that was derecognized was not material and accordingly, no gain or loss was recognized.

NET’s operating results were consolidated in the statement of comprehensive income beginning January 1, 2012.

The consideration transferred to acquire NET consists of the fair value of the equity method investment previously held, plus the amount of cash required to exercise the option to control NET, as shown in the table below.

The fair value of the net assets acquired is as follows:

 

Other current assets

Ps.  Ps.10,332,29810,332,298  

Plant and equipment

 33,482,219  

Intangibles

 19,287,138  

Others non currents assets

 2,821,826  
  

 

 

 

Total of assets acquired

Ps.  Ps.65,923,48165,923,481  
  

 

 

 

Liabilities and account payable short-term

Ps.  Ps.16,062,62116,062,621  

Liabilities and account payable short-term

 6,998,214  

Long term debt

 16,165,150  
  

 

 

 

Total of liabilities assumed

 39,225,985  
  

 

 

 

Fair value of net assets identified

 26,697,496  

Fair value of non-controlling interest

 (3,798,181

Goodwill recognized on acquisition

 30,601,656  

Purchase consideration transferred:transferred

 (47,951
  

 

 

 

Fair value of investment in NET de-recognized at the acquisition date

Ps.  Ps.53,453,02053,453,020  
  

 

 

 

The amounts of revenue and net profit of NET recorded in the Company’s 2012 and consolidated financial statement since January 1, 2012 date of consolidation were Ps.52,722,225 and Ps.2,661,622, respectively.

ii) KoninKlijke KPN N.V. (“KPN”).

On May 29, 2012, AMOV Europa B.V. (“AMOV”), a wholly-owned subsidiary of América Móvil, commenced a partial tender offer in cash to all holders of ordinary shares of Koninklijke KPN N.V. (“KPN”). KPN is the leading telecommunications service provider in the Netherlands, which offers fixed-line and wireless telecommunications services, internet and Pay TV to consumers, and end-to-end telecommunications services to business customers. AMOV offered to purchase up to the number of shares that would result in AMOV and América Móvil holding 393,283,000 shares (representing a total of up to approximately 27.7% of all outstanding shares of KPN). The offer expired on June 27, 2012, and more than a sufficient number of shares needed for us to reach the maximum ownership amount of 27.7% of the outstanding shares was tendered. Upon closing of the tender offer, the total aggregate cost of the Company’s investment in KPN wasis approximately €3,047 million (Ps.52,200,000).

During April 2013, KPN launched a rights offering to raise up to €3,000 billion of equity. Pursuant to the Company’s agreement with KPN, the Company subscribed for new shares in the rights offering in proportion to the Company’s previous ownership of KPN shares. Upon settlement of the offering on May 17, 2013, the Company paid €895.8€ 895.8 million (Ps.14,200,000) and owned a total of 1,267,677,000 shares of KPN, continuing to represent 29.7% of the outstanding shares of KPN.

In August and November 2013, the Company received dividends for an amount of Ps.88,461 and Ps.123,932, respectively. The dividends received in 2014 amounted to Ps. 359,413

In November 2013, the Company sold shares of KPN representing 2.38% of KPN’s outstanding shares for an amount of Ps.Ps 4.3 billion. At December 31, 2012 and 2013, the Company held 29.77% and 27.39% of the outstanding shares of KPN.

Since April 2013, the Company has had two representatives on KPN’s Supervisory Board of a total of at least five and no more than nine members.members representatives. On August 9, 2013, the Company announced its intention to make a tender offer in cash for all of KPN’s ordinary shares that it doesdid not already own (the “Intended KPN Offer”) at a price of €2.40€ 2.40 per share. On August 29, 2013, the KPN Preference Shares B Foundation (Stichting Preferente Aandelen B KPN or the “KPN Foundation”), an independent legal entity with the statutory goal of protecting KPN’s interests (which includes the interests of stakeholders, such as customers, shareholders and employees), exercised a call option in respect of securities of KPN. As a result, the KPN Foundation holdsthen held preferred shares of KPN representing 50% of the voting shares less one share, making América Móvil’s goal of acquiring more than 50% of the voting rights for KPN unachievable. On October 16, 2013, the Company announced that the Companyit would not launch the Intended KPN Offer. On January 10, 2014 at KPN’s Extraordinary General Meeting of Shareholders the requested approvals to cancel all outstanding preference shares B effective on March 21, 2014 were granted.

América Móvil’s interest in KPN is accounted for using the equity method in the consolidated financial statements because, although the voting rights of the Company were reduced to 14.9%, at December 31, 2013, its economic interests remained at 29.77%29.70% and the Company kept its two seats on the Supervisory Board, which is greater than 20% of Board representation, and which is the ultimately responsible for all decision-making. After the cancellation of the preference shares held by the KPN Preference Shares B Foundation, the voting rights of AMX became equal to its economic interest which, as of December 31, 2014, is 21.4%.

Summarized financial information of the associate, based on its IFRS financial information (adjusted for the Company’s basis in such investee) is set out below:

 

  At December 31,   At December 31, 
  2012 2013   2013   2014 

Current assets

  Ps.53,174,754   Ps.93,826,748    Ps.  93,826,748    Ps.60,272,768  

Non current assets

   331,732,880    400,042,101     400,042,101     308,341,906  

Current liabilities

   100,513,672    115,787,347     115,787,347     86,287,101  

Non current liabilities

   298,451,457    312,336,501     312,336,501     222,483,131  
  

 

  

 

   

 

   

 

 

Equity

   (14,057,495  65,745,001   65,745,001   59,844,442  

Non-controlling interest

   875,375    952,465  

Non-controlling interests

 (952,465 (1,014,933
  

 

  

 

   

 

   

 

 

Total equity

  Ps.(14,932,870 Ps.64,792,536  Ps.  64,792,536  Ps.58,829,509  
  

 

  

 

   

 

   

 

 

 

  2012(1)  2013 

Revenue

 Ps.106,086,293   Ps.143,714,146  

Operative expenses and other cost

  104,714,118 ��  144,547,525  

Net income (loss)

  1,372,175    (833,379

Net income (loss) attributable to the shareholders

  1,372,175    (833,379

Other comprehensive income (loss) items

  (1,207,623  2,798,965  

Net comprehensive income for the year

  164,552    1,965,586  

Net comprehensive income (loss) attributable to the shareholders

  301,906    (966,915
   2012 (1)   2013   2014 

Revenues

  Ps.  106,086,293    Ps.  143,714,146    Ps.142,670,935  

Operative expenses and other costs

   104,714,118     144,547,525     156,404,795  
  

 

 

   

 

 

   

 

 

 

Net income (loss)

 1,372,175   (833,379 (13,733,860

Other comprehensive income (loss) items

 (1,207,623 2,798,965   1,394,408  
  

 

 

   

 

 

   

 

 

 

Net comprehensive income for the year

Ps.164,552  Ps.  1,965,586  Ps.  (12,339,452
  

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to equity holders of the parent

 1,338,630   (952,123 (13,980,970

Non-controlling interest

 33,545   118,744   247,110  
  

 

 

   

 

 

   

 

 

 
Ps.  1,372,175  Ps.  (833,379Ps.  (13,733,860
  

 

 

   

 

 

   

 

 

 

Net comprehensive income (loss) attributable to equity holders of the parent

 131,007   1,846,843   (12,586,562

Non-controlling interest

 33,545   118,744   247,110  
  

 

 

   

 

 

   

 

 

 
Ps.  164,552  Ps.  1,965,587  Ps.  (12,339,452
  

 

 

   

 

 

   

 

 

 

(1)AMX acquired its equity interest in KPN during the second quarter of 2012, and the equity method results for 2012 were not material to its financial statements. This summarized financial information represents amounts for the entire year ended December 31, 2012.

Below is a reconciliation of the equity attributable to the KPN’s shareholders in the table above with the equity method investment as of December 31, 20122013 and 2013:2014:

 

  2012 2013   2013 2014 

Equity attributable to the KPN’s shareholders

  Ps.(14,932,871 Ps.64,792,536    Ps.64,792,535   Ps.58,844,442  

AMX share at December 31,

   29.7  27.39   27.39  21.40
  

 

  

 

   

 

  

 

 
   (4,435,063  17,746,675   17,746,675   12,592,711  

Goodwill

   59,442,533    51,485,622   51,485,622   33,823,198  
  

 

  

 

   

 

  

 

 

Total investment in KPN

  Ps.55,007,470   Ps.69,232,297  Ps.69,232,297  Ps.46,415,909  
  

 

  

 

   

 

  

 

 

As discussed in Note 2 b) ii)k), the Company’s policy is to evaluate at each reporting date, whether there is any objective evidence that an investment in an associate is impaired. If there is a potential impairment, the Company calculates the amount of impairment loss as the difference between the recoverable amount of the associate and its carrying value, and recognizes the impairment loss in its share of profit or loss of the associate in the consolidated statement of comprehensive income.

TheAs of December 31, 2013 and 2014, the Company owned 422,559,0001,169,797,301 and 1,169,797,301912,989,841 shares of KPN, with a carrying value of Ps.55,007,474Ps. 69,232,297 and Ps 69,232,297 as of December 31, 2012 and 2013,Ps.46,415,909, respectively. KPN’s shares are traded on the Amsterdam Stock Exchange, and the closing price for such shares was €3.53€2.34 and €2.34€ 2.63 per share at December 31, 20122013 and 2013,2014, respectively, equating to a Level 1 fair value of the Company’s investment in KPN of Ps.22,600,000Ps.49,255,640 and Ps.49,255,640Ps.42,884,773 at December 31, 20122013 and 20132014 exchange rates. As of December 31, 2012

2013 and 2013,2014, the carrying value of the investment in KPN was Ps.28,000,000Ps.19,976,657 and Ps.19,976,657,Ps.3,531,136, respectively, in excess of its Level 1 fair value. The Level 1 fair value of KPN was Ps.17,048,815increased to Ps.53,761,151 as of April 25, 2014. 28, 2015, which exceeds its carrying value at that date.

Under IAS 39, either a significant or a prolonged decline of the Level 1 fair value of an equity security below its carrying value is objective evidence of impairment. Impairment is then recognized as the difference between the carrying value of the equity investment and the greater of its Level 1 fair value and the underlying equity investment’s value in use.

TheFor 2013, the Company has performed a value-in-use computation for its equity method investment in KPN as of December 31, 2013. The value-in-use computation was based in-part on KPN’s actual financial results for 2013 and financial projections for the years 2014 to 2016. Beyond the three-year period of the KPN projections, free-cash flow was projected by the Company at 0.5% real growth rate to perpetuity (2.5% nominal, including projected inflation). The Company applied a discount rate of 7.2% (nominal) (5.8% in 2012) to the projected free cash flows of KPN, which iswas the estimated weighted average cost of capital. Based on the computation performed, a value in use of the Company’s 27.70% (29.7% in 2012)then 27.40% ownership interest of Ps.139.3 billion (Ps 55.9 billion in 2012) was estimated as of December 31, 2013,exceeded its carrying value and thus no impairment charge was required in the Company’s 2013 and 2014 consolidated financial statements.

iii) Telekom Austria AG (“Telekom Austria”)

iii)Telekom Austria

On June 15, 2012, the Company agreed to acquire approximately 21% of the outstanding shares of Telekom Austria AG (“Telekom Austria”) from Marathon Zwei Beteiligungs GmbH, a wholly-owned subsidiary of RPR Privatstiftung, a private trust established by Mr. Ronny Pecik. Under the agreement, the Company acquired 5% of the outstanding shares of Telekom Austria, and the right to acquire additional shares. On September 25, 2012, the Company exercised this right and acquired approximately 16% of the outstanding shares of Telekom Austria, after receiving the required regulatory approvals. As of September 30, 2012, the Company held 22.76% of the outstanding shares of Telekom Austria. The total aggregate costs of the Company’s investment in Telekom Austria is approximately €954 million (Ps.15,977,000). Telekom Austria provides telecommunications services in Austria, Belarus, Bulgaria, Croatia, Liechtenstein, Macedonia, Serbia and Slovenia.

América Móvil’s interest in Telekom Austria is accounted for using the equity method in the consolidated financial statements. Summarized financial information of the associated company, based on its IFRS financial information (adjusted for the Company’s basis in such investee) is set out below:

   At December 31, 
   2012  2013 

Current assets

  Ps.30,174,699   Ps.31,323,505  

Non-current assets

   115,560,400    122,590,497  

Current liabilities

   51,286,689    51,975,813  

Non-current liabilities

   71,025,542    76,916,008  
  

 

 

  

 

 

 

Equity attributable to the Telecom Austria’s shareholders

  Ps.23,422,868   Ps.25,022,181  
  

 

 

  

 

 

 
   2012(1)  2013 

Revenues

  Ps.18,719,828   Ps.73,368,514  

Operating expenses

   15,747,734    71,935,798  

Net income

   1,668,864    1,431,020  

Net income attributable to the shareholders

   1,668,864    1,431,020  

Other comprehensive loss items

   (6,709  (118,744

Net comprehensive income for the year

   1,662,155    1,312,276  

Net comprehensive income attributable to the shareholders

   1,660,477    932,295  

(1)AMX acquired its equity interest in Telekom Austria during the second quarter of 2012, and the equity method results for 2012 were not material to its financial statements. This summarized financial information represents amounts for the fourth quarter ended December 31, 2012.

Below is a reconciliation of the Equity attributable to the Telecom Austria’s shareholders in the table above with the equity method investment as of December 31, 2012 and 2013:

   2012  2013 

Equity attributable to the Telecom Austria’s shareholders

   Ps.23,422,867    Ps.25,022,180  

AMX share

   22.79  22.79
  

 

 

  

 

 

 
   5,338,071    5,702,555  

Goodwill

   11,414,653    11,947,420  
  

 

 

  

 

 

 

Total investment in Telekom Austria

   Ps.16,752,724    Ps.17,649,975  
  

 

 

  

 

 

 

The Company owned 104,875,874 shares of Telekom Austria, with a carrying value of Ps.16,752,724 and Ps.17,649,976 as of December 31, 2012 and 2013, respectively, which equates to a carrying value of Ps.159.4 per share and Ps.98.91 respectively.2013. Telekom Austria shares are traded on the Vienna Stock Exchange; however, the Company purchased its investment in Telekom AustriaAustria’s through a private transaction enabling the Company to obtain the size of the holdings it desired. The Company purchased 21,977,284 shares in June 2012 at Ps.147.07 per share, which is the same as the trading price per share on the day of that transaction. The Company then purchased its remaining shares in September 2012 at Ps.160.63 per share, in comparison to a trading price of Ps.125.28 per share on the day of closing. The Level 1 fair value of the Company’s investment in Telekom Austria was Ps.10.3 and Ps.10.4 billion as of December 31, 2012 and 2013, respectively, which is Ps.6.4 billion andwas Ps.7.3 billion less than its carrying value.

The Company has performed a value-in-use computation for its equity method investment in Telekom Austria as of December 31, 2013 and 2012.2013. The value-in-use computation was based in-part on Telekom Austria’s actual financial results for 2013 and financial projections for the years 2014 to 2016. Beyond the three-year period of the Telekom Austria projections, free-cash flow was projected by the Company at 1.0% real growth rate to perpetuity. The Company applied a discount rate of 6.9% (nominal) to the projected free cash flows of Telekom Austria, which is the estimated weighted average cost of capital. Based on the computation performed, a value in use of the Company’s 22.33% ownership interest of Ps.20.0 billion was estimated as of December 31, 2013, respectively, thus no impairment charge was required in the Company’s 2013 consolidated financial statements. In addition see Note 23

During the period January to June 30, 2014, the Company acquired additional shares of TKA for subsequent events after December 31, 2013.an amount of $4,750,919 to raise its ownership to 27.2%. As explained below, during 2014 the Company obtained control and began consolidating Telekom Austria and accordingly de-recognized its equity method investment as of that date.

Other acquisitions 2012

iv) DLA, Inc. (“DLA”)

iv)DLA, Inc. (“DLA”)

On January 6, 2012, América Móvil entered into an agreement with Claxson Interactive Group, Inc., and acquired as of such date 100% of the shares representing the capital stock of DLA, Inc. (“DLA”). The amount paid was Ps.615,927 (US$50,000). DLA is a corporation involved in the development, integration and delivery of entertainment products made for digital distribution in Latin America.

v) Simple Mobile, Inc.

On June 19, 2012, our subsidiary Tracfone Wireless Inc.Inc (subsidiary) acquired 100% of the operations of Simple Mobile Inc. for approximately US$118,000 (Ps.1,651,700). Simple Mobile, Inc. is a mobile virtual network operator (“MVNO”MVNOs”) in the United States, with more than 2.5 million customer activations.

vi) In September 2012, the Company acquired an equity interest in other Mexican entities for an amount of Ps.379,564.

vi)In September 2012, the Company acquired an equity interest in other Mexican entities for an amount of Ps.379,564 .

Acquisitions 2013

i) Corporación Interamericana de Entretenimiento, S.A.B. de C.V. (“CIE”)

On April 30, 2013 América Móvil entered into an agreement with Corporación Interamericana de Entretenimiento, S.A.B. de C.V. (“CIE”), to acquire 100% shares of Corporación de Medios Integrales, S.A. de C.V. (“CMI”) for an amount of Ps.1,668,000 (US$131,300). CMI holds the media and advertising business within the commercial segment at CIE. The goodwill is Ps.1,200,061.

ii) Shazam Entertainment Limited (Shazam)(“Shazam”)

InOn July 8, 2013, América Móvil acquired 10.8% of shares representing the capital stock of Shazam Entertainment Limited (“Shazam”), and entered into a strategic agreement for a business development in the Americas. The amount paid was Ps.527,536.

c) Consolidated subsidiaries with non-controlling interestsAcquisitions 2014

i) Telekom Austria

On July 10, 2014, the Company through share acquisition and a Shareholders´ Agreement obtained control of the telecommunications company Telekom Austria, acquiring an additional 22.79% of the outstanding shares to reach share ownership of 50.81%. The main goal for the Company was the further development of Telekom Austria. This acquisition was valuated at its fair value at the purchase date. The total purchase price was Ps. 28,637,635. Acquisition costs were expensed by the Company as incurred and recorded as a part of “Other expenses” in the consolidated statement of comprehensive income for an immaterial amount. Telekom Austria was included in operating results from July 1, 2014.

As a result the Company derecognized the investment in the associate Telekom Austria upon consolidation. As part of the recognition of its previous equity investment in Telekom Austria, the Company recognized a loss of Ps.3,172,218 recognized in the “Valuation of derivatives, interest cost from” caption on the consolidated statement of comprehensive income.

The Company’s purchase price was based upon a valuation and the Company’s estimates and assumptions.

The Company’s fair values of the net identifiable assets and liabilities as at the date of the transaction are as follows:

Cash and cash equivalents

Ps.2,180,899

Trade receivables

12,023,422

Other current assets

4,745,510

Property and equipment

68,453,157

Licenses and rights of use

27,504,303

Trademarks

8,930,690

Customer relationships

14,184,227

Investments in shares

180,900

Deferred tax asset

2,146,300

Total assets acquired

140,349,408

Liabilities and account payable short-term

34,041,011

Liabilities and account payable long-term

18,560,409

Deferred tax liability

8,518,783

Long term debt

62,307,922

Total liabilities assumed

123,428,125

Total identified net assets at fair value

Ps.16,921,283

Non-controlling interest measured at fair value (49.19% of net assets)

(39,239,141

Goodwill arising on acquisition

50,955,493

Fair value of the investment in Telekom Austria at the acquisition date

Ps.28,637,635

Consideration transferred:

Fair value of the prior equity method investment

Ps.15,381,507

Cash paid

13,256,128

Total consideration transferred

Ps.28,637,635

Analysis of cash flows for acquisition:

Cash-flow for
acquisition

Cash paid

Ps.(13,256,128

Cash acquired with the subsidiary

2,180,899

Net cash flow on acquisition

Ps.(11,075,229

Goodwill at the date of the consolidation:
Goodwill

Controlling interest

Ps.25,890,485

Non-controlling interest

25,065,008

Total

Ps.50,955,493

The fair value of the trade receivables which approximates its book value amounted to Ps.12,023,422. However, none of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected.

The goodwill comprises the value of expected synergies arising from the acquisition. Goodwill is allocated entirely to the European segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

During the period from July 1, 2014 through December 31, 2014, the Company acquired an additional 38.4 million shares of Telekom Austria, which equates to an additional shareholding of approximately 8.68%. The Company paid Ps. 4,796,332 for these shares, and now owns 59.70% of Telekom Austria as of December 31, 2014. This additional acquisition of shares was accounted as equity transactions as the Company has control over this subsidiary.

ii)Unaudited pro forma financial data

The following pro forma consolidated financial data for the years ended December 31, 2014, is based on the financial statements of the Company adjusted to give effect to (i) the acquisition of Telekom Austria and (ii) certain accounting adjustments of the assets and liabilities of the acquired company.

The pro forma results of operations assume that the acquisition was completed at the beginning of the acquisition year and are based on the information available and some assumptions that the management believes are reasonable. The pro forma financial data not intended to indicate what the operations of the Company had been if the operations were occur at that date, or predict the results of the operations of the Company.

2014

Operating revenues

Ps.883,831,810

Profit before income taxes

85,047,796

Net income

45,713,130

The pro-forma financial data does not reflect the other 2014 acquisitions discussed below as they were not material to the Company’s financial position or results of operations.

iii)Acquisition of Page Plus

On January 16, 2014, Tracfone Wireless Inc. (subsidiary of the Company) acquired Start Wireless Group for the brand known as Page Plus. This business was acquired in order to expand the Company’s distribution channels, add an incremental revenue stream, and assist in the growth of subscribers. The purchase price of the acquisition was Ps. 1,583,773 (US$120,000). The cash used in the acquisition was approximately Ps. 835,353 (US$63,900). The results of operations of Page Plus are included in the results of operations from January 16, 2014. The goodwill recorded as part of this acquisition is Ps.277,911.

iv)V-Sys

On April 9, 2014, Telmex acquired 100% of the shares of V-sys, company that offers value added services of unified companies and information technologies for an amount of Ps. 174,182. The goodwill recognized amounted to $83,559.

c)Consolidated subsidiaries with non-controlling interests

Financial information of subsidiaries that have material non-controlling interest are TelintTelmex Internacional (“Telint”), Telefonos de México (“Telmex”) and Telmex.Telekom Austria. A summaryCondensed consolidated statements of financial position and comprehensive income as of and for the consolidated financial statements atyears ended December 31, 2011, 20122013 and 2013 is2014 for such subsidiaries are as follows:

Telmex Internacional, S.A. de C.V. and subsidiaries

Condensed Consolidated Statements of Financial Position

 

   December 31 
   2012   2013 

Assets

    

Current assets

  Ps.34,610,979    Ps.36,069,032  

Non-current assets

   185,466,009     192,026,144  
  

 

 

   

 

 

 

Total assets

  Ps.220,076,988    Ps.228,095,176  
  

 

 

   

 

 

 

Liabilities and equity

    

Current liabilities

  Ps.42,324,984    Ps.64,350,774  

Long-term liabilities

   52,146,418     52,009,944  
  

 

 

   

 

 

 

Total liabilities

   94,471,402     116,360,718  

Equity attributable to equity holders of the parent

   92,459,880     83,055,435  

Non-controlling interest

   33,145,706     28,679,023  
  

 

 

   

 

 

 

Total equity

   125,605,586     111,734,458  
  

 

 

   

 

 

 

Total liabilities and equity

  Ps.220,076,988    Ps.228,095,176  
  

 

 

   

 

 

 

   December 31 
   2013   2014 

Assets

    

Current assets

  Ps.36,069,032    Ps.36,619,498  

Non-current assets

   192,026,144     204,068,059  
  

 

 

   

 

 

 

Total assets

Ps.228,095,176  Ps.240,687,557  
  

 

 

   

 

 

 

Liabilities and equity

Current liabilities

Ps.64,350,774  Ps.51,183,403  

Long-term liabilities

 52,009,944   43,270,779  
  

 

 

   

 

 

 

Total liabilities

 116,360,718   94,454,182  

Equity attributable to equity holders of the parent

 83,055,435   84,549,914  

Non-controlling interest

 28,679,023   61,683,461  
  

 

 

   

 

 

 

Total equity

 111,734,458   146,233,375  
  

 

 

   

 

 

 

Total liabilities and equity

Ps.228,095,176  Ps.240,687,557  
  

 

 

   

 

 

 

Condensed Consolidated Statements of Comprehensive Income

 

  December 31   December 31 
  2011   2012 2013   2012 2013 2014 

Operating revenues

  Ps.99,527,840    Ps.137,890,557   Ps.134,468,355    Ps.137,890,557   Ps.134,468,355   Ps.142,470,334  

Operating costs and expenses

   93,642,653     125,850,174    124,931,875     125,850,174   124,931,875        135,143,945  
  

 

   

 

  

 

   

 

  

 

  

 

 

Operating income

   5,885,187     12,040,383    9,536,480   12,040,383   9,536,480   7,326,389  
  

 

   

 

  

 

   

 

  

 

  

 

 

Net income

   3,678,390     2,645,378    1,228,339  

Net income (loss)

 2,645,378   1,228,339   (4,290,666
  

 

   

 

  

 

   

 

  

 

  

 

 

Comprehensive income (loss)

  Ps.4,038,778    Ps.(10,643,451 Ps.(12,130,741Ps.(10,643,451Ps.(12,130,741Ps.5,278,560  
  

 

   

 

  

 

   

 

  

 

  

 

 

Net income attributable to:

     

Equity holders of the parent

  Ps.3,445,685    Ps.2,551,586   Ps.320,704  Ps.2,551,586  Ps.320,704  Ps.  (4,568,898

Non-controlling interest

   232,705     93,792    907,635   93,792   907,635   278,232  
  

 

   

 

  

 

   

 

  

 

  

 

 
  Ps.3,678,390    Ps.2,645,378   Ps.1,228,339  Ps.2,645,378  Ps.1,228,339  Ps. (4,290,666
  

 

   

 

  

 

   

 

  

 

  

 

 

Comprehensive income (loss) attributable to:

     

Equity holders of the parent

  Ps.3,805,975    Ps.( 8,762,527 Ps.( 8,926,543Ps.(8,762,527Ps.(8,926,543Ps.  (5,046,613

Non-controlling interest

   232,803    Ps.( 1,880,924  (3,204,198Ps.(1,880,924Ps.(3,204,198 10,325,173  
  

 

   

 

  

 

   

 

  

 

  

 

 
  Ps.4,038,778    Ps.(10,643,451 Ps.(12,130,741Ps.(10,643,451Ps.(12,130,741Ps.  5,278,560  
  

 

   

 

  

 

   

 

  

 

  

 

 

Teléfonos de México, S.A.B. de C.V. and subsidiaries

Condensed Consolidated Statements of Financial Position

 

   December 31 
   2012  2013 

Assets

   

Current assets

  Ps.39,890,257   Ps.40,008,522  

Non-current assets

   110,844,992    76,269,460  
  

 

 

  

 

 

 

Total assets

  Ps.150,735,249   Ps.116,277,982  
  

 

 

  

 

 

 

Liabilities and equity (deficit)

   

Current liabilities

  Ps.42,372,956   Ps.31,275,189  

Long-term liabilities

   109,565,241    78,747,388  
  

 

 

  

 

 

 

Total liabilities

   151,938,197    110,022,577  

Equity holders of the parent

   (1,527,583  5,883,014  

Non-controlling interest

   324,635    372,391  
  

 

 

  

 

 

 

Total equity (deficit)

   (1,202,948  6,255,405  
  

 

 

  

 

 

 

Total liabilities and equity (deficit)

  Ps.150,735,249   Ps.116,277,982  
  

 

 

  

 

 

 

   December 31 
   2013   2014 

Assets

    

Current assets

  Ps.40,008,522    Ps.32,120,923  

Non-current assets

   76,269,460     81,608,709  
  

 

 

   

 

 

 

Total assets

Ps.116,277,982  Ps.113,729,632  
  

 

 

   

 

 

 

Liabilities and equity

Current liabilities

Ps.31,275,189  Ps.33,556,079  

Long-term liabilities

 78,747,388   70,116,141  
  

 

 

   

 

 

 

Total liabilities

 110,022,577   103,672,220  

Equity holders of the parent

 5,883,014   9,690,878  

Non-controlling interest

 372,391   366,534  
  

 

 

   

 

 

 

Total equity

 6,255,405   10,057,412  
  

 

 

   

 

 

 

Total liabilities and equity

Ps.116,277,982  Ps.113,729,632  
  

 

 

   

 

 

 

Condensed Consolidated Statements of Comprehensive Income

 

  December 31   December 31 
  2011 2012 2013   2012 2013 2014 

Operating revenues

  Ps.112,066,058   Ps.106,243,636   Ps.105,593,250    Ps.106,243,636   Ps.105,593,250   Ps.106,952,546  

Operating costs and expenses

   85,085,441   88,277,034    88,807,950     88,277,034   88,807,950    89,304,079  
  

 

  

 

  

 

   

 

  

 

  

 

 

Operating income

   26,980,617    17,966,602    16,785,300   17,966,602   16,785,300   17,648,467  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income

   12,867,326    10,752,125    7,692,975   10,752,125   7,692,975   6,276,506  
  

 

  

 

  

 

   

 

  

 

  

 

 

Comprehensive (loss) income

  Ps.(1,302,119 Ps.13,923,611   Ps.917,884  

Comprehensive income

Ps.13,923,611  Ps.917,884  Ps.3,365,518  
  

 

  

 

  

 

   

 

  

 

  

 

 

Net income attributable to:

    

Equity holders of the parent

  Ps.12,846,433   Ps.10,760,827   Ps.7,719,097  Ps.10,760,827  Ps.7,719,097  Ps.6,281,627  

Non-controlling interest

   20,893    (8,702  (26,122 (8,702 (26,122 (5,121
  

 

  

 

  

 

   

 

  

 

  

 

 
  Ps.12,867,326   Ps.10,752,125   Ps.7,692,975  Ps.10,752,125  Ps.7,692,975  Ps.6,276,506  
  

 

  

 

  

 

   

 

  

 

  

 

 

Comprehensive (loss) income attributable to:

    

Equity holders of the parent

  Ps.(1,326,924 Ps.13,933,138   Ps.941,046  Ps.13,933,138  Ps.941,046  Ps.3,371,375  

Non-controlling interest

   24,805    (9,527  (23,162 (9,527 (23,162 (5,857
  

 

  

 

  

 

   

 

  

 

  

 

 
  Ps.(1,302,119 Ps.13,923,611   Ps.917,884  Ps.13,923,611  Ps.917,884  Ps.3,365,518  
  

 

  

 

  

 

   

 

  

 

  

 

 

11. Derivative

Telekom Austria

Condensed Consolidated Statements of Financial InstrumentsPosition

To mitigate the risk

December 31,
2014

Assets

Current assets

Ps.35,584,231

Non-current assets

112,526,514

Total assets

Ps.148,110,745

Liabilities and equity

Current liabilities

Ps.27,377,325

Long-term liabilities

81,209,684

Total liabilities

108,587,009

Equity holders of the parent

39,502,458

Non-controlling interest

21,278

Total equity

39,523,736

Total liabilities and equity

Ps.148,110,745

Condensed Consolidated Statements of future increasesComprehensive Income (loss)

For the six months
ended December 31,
2014

Operating revenues

Ps.37,392,067

Operating costs and expenses

33,526,607

Operating income

3,865,460

Net income

2,358,676

Comprehensive loss

Ps.1,747,203

Net income attributable to:

Equity holders of the parent

Ps.2,360,848

Non-controlling interest

(2,172

Ps.2,358,676

Comprehensive (loss) income attributable to:

Equity holders of the parent

Ps.1,745,018

Non-controlling interest

2,185

Ps.1,747,203

13.Income Taxes

As explained previously in interest rates for the servicing of its debt,these consolidated financial statements, the Company is a Mexican corporation which has entered into interest-rate swap contracts in over-the-counter transactions carried out with financial institutions from whichnumerous consolidated subsidiaries operating throughout the Company has obtainedworld. Presented below is a discussion of income tax matters that relates to the related loans. No collateral is given as security in connection with these transactions. The weighted-average interest rate of the total debt is 3.5%.

An analysis of the derivative financial instruments contracted by the Company at December 31, 2012Company’s consolidated operations, its Mexican operations and 2013 is as follows:significant foreign operations.

 

  At December 31, 
  2012  2013 

Instrument

 Notional amount in
millions
  Fair value in
millions
  Notional amount in
millions
  Fair value in
millions
 

Swaps US Dollar—Mexican peso

 US$1,050   Ps.307   US$6,002   Ps.7,558  

Swaps Euro—Mexican peso

 263    63   720    1,809  

Swaps Euro—US Dollar

 950    79   945    391  

Swaps CHF—US Dollar

   CHF230    81  

Swaps CNY—US Dollar

   CNY1,000    185  

Forwards Sterling pound—US Dollar

 £650    2,331    

Forwards US Dollar—Mexican peso

   US$5,375    362  

Forwards Euro-US Dollar

   200    83  
  

 

 

   

 

 

 

Total Assets

  Ps.2,780    Ps.10,469  
  

 

 

   

 

 

 

   At December 31, 
   2012  2013 

Instrument

  Notional amount in
millions
   Fair value in
millions
  Notional amount in
millions
   Fair value in
millions
 

Interest rate swaps in Mexican peso

  Ps.23,640    Ps.(2,495 Ps.23,640    Ps.(2,220

Forwards Reales-US Dollar

   R 39     (26   

Forwards US Dollar-Mexican peso

  US$10,538     (1,827   

Swaps Euro-US Dollar

       

Swaps Yen-US Dollar

  ¥12,000     (252 ¥12,000     (567

Swaps CHF-Euro

  CHF270     (76 CHF270     (159

Swaps CHF-US Dollar

  CHF230     (4   

Swaps Sterling pound-Euro

     £2,720     (2,420

Swaps Yen-US Dollar

  ¥1,000     (10   

Swaps GBP-Euro

  £1,220     (335   
    

 

 

    

 

 

 

Total liability

    Ps.(5,025   Ps.(5,366
    

 

 

    

 

 

 
i)Consolidated income tax matters

The changes in the fair valuecomposition of these derivative financial instrumentsincome tax expense for the years ended December 31, 2011, 2012, 2013 and 2014 is as follows:

   2012   2013   2014 

In Mexico:

      

Current year income tax

  Ps.27,123,124    Ps.20,396,868    Ps.26,891,333  

Deferred income tax

   781,410     (5,936,699   304,232  

Effect of changes in tax rate

   155,599     138,849     —    

Foreign:

      

Current year income tax

   21,047,770     17,955,532     18,212,915  

Deferred income tax

   (3,124,451   (2,161,819   (5,700,931
  

 

 

   

 

 

   

 

 

 
Ps.45,983,452  Ps.30,392,731  Ps.39,707,549  
  

 

 

   

 

 

   

 

 

 

Deferred tax related to items recognized in OCI during the year:

   2012   2013   2014 

Remeasurement of defined benefit plans

  Ps.(76,078  Ps.73,620    Ps.(1,650,959

Effect of financial instruments acquired for hedging purposes

   (49,790   (43,499   23,267  

Other

     555,879     278,776  
  

 

 

   

 

 

   

 

 

 

Deferred tax charged to OCI

Ps.(125,868Ps.586,000  Ps.(1,348,916
  

 

 

   

 

 

   

 

 

 

A reconciliation of the statutory income tax rate in Mexico to the consolidated effective income tax rate recognized by the Company is as follows:

   Year ended December 31, 
   2012  2013  2014 

Statutory income tax rate in Mexico

   30.0  30.0  30.0

Impact of non-deductible and non-taxable items:

    

Tax inflation effects

   4.0  5.7  6.0

Operations of foreign subsidiaries

   (0.3%)   (0.7%)   (0.9%) 

Tax loss on sale of financial asset restructuring

   —      (8.3%)   —    

Other

   (3.9%)   (4.6%)   0.7
  

 

 

  

 

 

  

 

 

 

Effective tax rate on Mexican operations

 29.8 22.1 35.8

Change in estimated realization of deferred tax assets in Brazil

 (0.3%)  0.9 0.2

Use of tax credits in Brazil

 (1.1%)  (0.3%)  (0.1%) 

Equity interest in net loss of associated companies

 —     —     2.1

Loss on derecognition of equity method investment

 —     —     1.1

Loss on partial sale of investment in associated company

 —     —     1.9

Foreign subsidiaries – other items, net

 5.0 6.1 4.5
  

 

 

  

 

 

  

 

 

 

Effective tax rate

 33.4 28.8 45.5
  

 

 

  

 

 

  

 

 

 

An analysis of temporary differences giving rise to the net deferred tax liability is as follows:

   Consolidated statement of financial position  Consolidated statement of comprehensive income 
   2013  2014  2012  2013  2014 

Provisions

  Ps.20,968,918   Ps.19,600,222   Ps.(1,179,604 Ps.1,015,977   Ps.(2,556,720

Deferred revenues

   6,007,054    7,153,093    180,571    1,356,538    1,146,039  

Tax losses carry forward

   14,712,712    16,242,979    (1,982,931  (3,840,565  1,378,615  

Property, plant and equipment

   (21,646,503  (19,190,057  (728,966  (1,545,322  2,805,277  

Inventories

   4,048,858    3,279,763    (2,313,373  1,310,739    (769,095

Licenses and rights of use

   (1,625,783  (5,062,334  518,663    914,062    136,034  

Deferred effects of tax consolidation in Mexican subsidiaries

   (4,164,356  (3,594,246  35,822    3,004,672    570,110  

Employee benefits

   17,606,276    19,720,588    (1,472,849  2,596,157    3,263,517  

Other

   13,318,101    10,880,733    4,755,225    3,147,411    (577,077
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net deferred tax assets/(liabilities)

Ps.49,225,277  Ps.49,030,741  
  

 

 

  

 

 

    

Deferred tax expense/(benefit) in net profit for the year

  

Ps.(2,187,442Ps.7,959,669  Ps.5,396,700  
    

 

 

  

 

 

  

 

 

 

Reconciliation of deferred tax assets and liabilities, net:

   2012   2013   2014 

Opening balance as of January 1,

  Ps.40,061,740    Ps.35,982,186    Ps.49,225,277  

Deferred tax benefit (expense) and effect of changes in tax rate recognized in profit or loss

   (2,187,442   7,959,690     5,396,700  

Benefit for tax credits in Brazil

       1,138,742  

Deferred tax benefit (expense) recognized in OCI

   (125,868   586,000     (1,348,915

Deferred taxes acquired in business combinations

   (1,766,244   4,697,421     (5,381,063
  

 

 

   

 

 

   

 

 

 

Closing balance as of December 31,

Ps.35,982,186  Ps.49,225,277  Ps.49,030,741  
  

 

 

   

 

 

   

 

 

 

Presented in the consolidated statements of financial position as follows:

Deferred income tax assets

Ps.44,372,129  Ps.50,853,686  Ps.66,500,539  

Deferred income tax liabilities

 (8,389,943 (1,628,409 (17,469,798
  

 

 

   

 

 

   

 

 

 
Ps.35,982,186  Ps.49,225,277  Ps.49,030,741  
  

 

 

   

 

 

   

 

 

 

The deferred tax assets are in tax jurisdictions in which the Company considers that based on financial projections of its cash flows, results of operations and synergies between subsidiaries, will generate taxable income in subsequent periods.

The Company does not recognize a deferred tax liability related to the undistributed earnings of its subsidiaries, because it currently does not expect these earnings to be taxable or to be repatriated in the near future. The Company’s policy has been to distribute the profits when it has paid the corresponding taxes in its home jurisdiction and the tax can be accredited in Mexico.

At December 31, 2013 and 2014, the balance of the contributed capital account (“CUCA”) is Ps.417,052,837 and Ps.442,103,804, respectively. As of December 31, 2013, the balance of the consolidated CUFIN was Ps. 415,327,853. Due to the changes in the Mexican income tax law, beginning January 1, 2014, the CUFIN is computed on an America Móvil stand-alone basis. The balance of the America Movil stand-alone basis amounted to Ps.101,896,803 and Ps.100,511,666 as of December 31, 2013 and 2014, respectively.

ii)Mexican income tax matters

América Móvil, S.A.B. de C.V. was the controlling company in the tax consolidation in accordance with previously existing corporate and tax law through December 31, 2013. Through 2013, the Company determined its income tax for each year on a gain (loss)consolidated basis with its Mexican subsidiaries, which in simple terms consisted of Ps.10,889,940,including the taxable income or tax loss of each Mexican subsidiary in AMX’s tax results, in proportion to a given percentage of América Móvil’s equity interest in each subsidiary.

As a result of the 2014 Tax Reform, on December 11, 2013, new income tax law was passed and the Business Flat Tax was repealed.

Prior Tax Consolidation

In 2010, Mexico’s tax consolidation regime was significantly amended to establish a maximum deferral period for current year income tax of five years while requiring previously applied tax consolidation benefits to be reversed (commonly referred to as “recaptured”) and remitted to the tax authorities in installments over the sixth to tenth years subsequent to the year in which the benefits were taken.

Therefore, in 2010, the Company calculated the income tax it had deferred through 2004. From 2011 through 2013, it calculated its income tax corresponding to 2005 through 2007. Similarly, these taxes must be remitted in 5 annual installments.

Tax consolidation benefits resulted from:

i)Tax losses applied in the tax consolidation that would not have otherwise been carried forward individually by the entity that generated them; and

ii)Other items (apart from tax losses) that give rise to tax consolidation benefits, including losses on sales of shares not deducted individually by the entity that generated them; special consolidation items related to transactions carried out between consolidating entities; and dividends declared by consolidated subsidiaries as of 1999 that were not paid from the balance of their CUFIN or the Net reinvested taxed profits account (“CUFINRE”).

The individual CUFIN and CUFINRE balances of the group’s entities can result in taxable profits in conformity with the Mexican Income Tax Law (“MITL”). These amounts are referred to as “CUFIN differences.” As a result of these changes, in 2014 América Móvil released provisions related to prior year tax losses used in tax consolidation and payment of differences on CUFINRE for an amount of Ps.(5,346,179) 2,601,000, which represents a benefit in the effective tax rate calculation above.

The deconsolidation effects with respect to tax losses that were carried forward under the consolidation regime amounted to Ps.3,279,356, which is being paid by the Company in the amounts and Ps.5,921,504,terms set forth in the law.

Optional Regime

The new Income Tax Law establishes the optional regime for corporate groups to defer the remittance of the deferred income tax of the group’s subsidiaries, under the terms and conditions established in Articles 59 to 71 of the MITL. In addition to the above, the Company meets the requirements for adopting this regime in conformity with Article 60 of the MITL and accordingly, the Company filed its notice of incorporation into the optional regime under the terms and conditions published by the tax authority on February 17, 2014. Also, in conformity with rule 1.3.22.8 of the Miscellaneous Tax Rules, the Company has declared its intention to take the option contained in such rule, which allows companies with unused tax losses at December 31, 2013 to carry forward these losses under the new regime.

Corporate tax rate

The income tax rate applicable in Mexico from 2012 through 2014 was 30%.

ii)Significant foreign income tax matters

a)Results of operations

The foreign subsidiaries determine their taxes on profits based on their individual taxable income, in accordance with the specific tax regimes of each country. The combined income before taxes and the combined provision for taxes of such subsidiaries in 2012, 2013 and 2014 are as follows:

   2012   2013   2014 

Combined income before taxes

  Ps.42,628,730    Ps.29,270,337    Ps.13,256,266  

Combined tax provision differences not deductible-not cumulative in the

      

Foreign Subsidiaries

   17,923,319     15,793,713     12,511,984  

iii)Tax losses

a) At December 31, 2014, the available tax loss carryforwards recorded in deferred tax assets are as follows on a country by country basis:

Country

  Balance of available tax
loss
carryforwards at
December 31, 2014
   Tax loss carryforward
benefit
 

Brazil

  Ps.49,384,971    Ps.14,815,490  

Mexico

   3,807,039     1,142,112  

Peru

   445,750     133,725  

Austria

   505,507     151,652  
  

 

 

   

 

 

 

Total

Ps.54,143,267  Ps.16,242,979  
  

 

 

   

 

 

 

b) The tax loss carryforwards in the different countries in which the Company operates have the following terms and characteristics:

b i) The Company has accumulated Ps.49,384,971 in net operating loss carry-forwards (“NOL’s”) in Brazil as of December 31, 2014. In Brazil there is no expiration of the NOL’s. However, the NOL amount in each year may not exceed 30% of the taxable income for such year. Consequently, in the year in which taxable income is generated, the effective tax rate is 25% rather than the 34% corporate tax rate.

Deferred tax assets are recognized for tax losses to the extent that the realization of the related tax benefit through future taxable profits is probable, as well as for other temporary items. The benefit in income taxes expense for the years ended December 31, 2012, 2013 and 2014, attributable to the change in estimate over the recoverability of the tax loss carry forwards, was Ps.1,200,520, Ps.2,321,679 and Ps.10,505,928, respectively, and such amountsis shown as a credit in deferred income tax.

Through December 31, 2013, separate legal entities in Brazil did not file tax returns on a consolidated basis. On December 31, 2014 several of the Company’s subsidiaries in Brazil were merged increasing the probability that the recorded NOL’s will be ultimately recovered. The Company believes that it is more likely than not that it will recognize the benefit of its NOL’s in future periods, primarily through continuing merged operations, tax planning strategies, and other sources of taxable income.

ii) In Chile, tax loss carryforwards have no expiration date and the corporate tax rate in is 17%. Consequently, at the time tax losses are realized, taxpayers obtain a benefit of only 17% of the amount of the loss generated.

iii) In Mexico the tax loss carryforwards expire in ten years on a stand-alone basis.

iv) In Austria, the loss carryforwards have no expiration, but its annual usage is limited to 75% of the taxable income of the year.

14.Debt

a) The Company’s short-term and long-term debt consists of the following:

At December 31, 2013

 

Currency

  

Loan

  Interest rate Maturity
from
2014 to
  Total 

U.S. dollars

       
  ECA credits (fixed rate) (ii)  2.52% 2017  Ps.973,269  
  ECA credits (floating rate) (ii)  L+0.35%, L+0.50% and L+0.75% 2018   3,602,208  
  Fixed-rate Senior notes (i)  2.375% - 8.57% 2042   197,427,022  
  Floating rate Senior notes (i)  L+1.0% 2016   9,807,375  
  Financial Leases (Note 20a)  3.75% 2015   217,525  
  Lines of credit (iv)  7.25% - 7.75% 2023   2,183,776  
       

 

 

 
Subtotal U.S. dollars 214,211,175  
       

 

 

 

Mexican pesos

Fixed-rate Senior notes (i)6.45% - 9.00%2037 61,732,805  
Floating rate Senior notes (i)TIIE + 0.40% - 1.50%2016 15,600,000  
       

 

 

 
Subtotal Mexican pesos 77,332,805  
       

 

 

 

Euros

       

 

 

 
Fixed-rate Senior notes (i)3.0% - 6.375%2073 106,927,652  
       

 

 

 
Subtotal Euros 106,927,652  
       

 

 

 

At December 31, 2013

 

Currency

  

Loan

  Interest
rate
 Maturity
from
2014 to
  Total 

Sterling pounds

       
  Fixed-rate Senior notes (i)  4.375% - 6.375% 2073   59,539,593  
       

 

 

 
Subtotal Sterling pounds 59,539,593  
       

 

 

 

Swiss francs

Fixed-rate Senior notes (i)1.125% - 2.25%2018 15,377,226  
       

 

 

 
Subtotal Swiss francs 15,377,226  
       

 

 

 

Reais

Lines of credit3.0% and 4.50%2018 2,842,941  
       

 

 

 
Subtotal Brazilian reais 2,842,941  
       

 

 

 

Colombian pesos

Fixed-rate Senior notes (i)7.59%2016 3,053,941  
       

 

 

 
Subtotal Colombian pesos 3,053,941  
       

 

 

 

Other currencies

Fixed-rate Senior notes (i)1.23% - 3.96%2039 10,493,312  
Financial Leases (Note 20a)5.05% - 8.97%2027 473,117  
Lines of credit (iv)19.00%2014 68,082  
       

 

 

 
Subtotal other currencies 11,034,511  
       

 

 

 
Total debt 490,319,844  
       

 

 

 

Less: Short-term debt and

current portion of long

-term debt

 25,841,478  
       

 

 

 
Long-term debtPs.464,478,366  
       

 

 

 

At December 31, 2014

 

Currency

  

Loan

  Interest
rate
 Maturity from 2014
to
  Total 

U.S. dollars

       
  Fixed-rate Senior notes (i)  2.375% - 7.5% 2042  Ps.210,126,663  
  Floating rates Senior notes (i)  L+1.0% 2016   11,038,500  
  Financial Leases (Note 20)  3.75% 2015   106,862  
  Lines of credit (iii)  4.00% - 7.70% y L + 2.10% 2024   14,600,011  
       

 

 

 
Subtotal U.S. dollars 235,872,036  
       

 

 

 

Mexican pesos

Fixed-rate Senior notes6.00% - 9.00%2037 78,200,265  
Floating rate Senior notesTIIE + 0.40% - 1.25%2016 6,600,000  
Lines of credit (iii)TIIE + 0.05% - 1.00%2015 311,048  
       

 

 

 
Subtotal Mexican pesos 85,111,313  
       

 

 

 

Euros *

Fixed-rate Senior notes (ii)1.00% - 6.375%2073 177,127,119  
Lines of credit (iii)3.10% - 5.41%2019 11,903,748  
       

 

 

 
Subtotal Euros 189,030,867  
       

 

 

 

Sterling Pounds

Fixed-rate Senior notes (ii)4.375% - 6.375%2073 63,047,129  
       

 

 

 
Subtotal Sterling pounds 63,047,129  
       

 

 

 

Swiss francs

Fixed-rate Senior notes (ii)1.125% - 2.25%2018 15,542,492  
       

 

 

 
Subtotal Swiss francs 15,542,492  
       

 

 

 

Reais

Lines of credit (iii)3.0% - 6.00%2019 4,435,774  
       

 

 

 
Subtotal Brazilian reais 4,435,774  
       

 

 

 

At December 31, 2014

 

Currency

  

Loan

  

Interest rate

  Maturity
from
2014 to
   Total 

Colombian pesos

        
  

Fixed-rate Senior notes (ii)

  7.59%   2016     2,768,322  
        

 

 

 

Subtotal Colombian pesos

 2,768,322  
        

 

 

 

Other currencies

Fixed-rate Senior notes (ii)

1.23% - 3.96% 2039   7,582,720  

Financial Leases (Note 20a)

5.05% - 8.97% 2027   364,334  

Subtotal other currencies

 7,947,054  
        

 

 

 

Total debt

 603,754,987  
        

 

 

 

Less: Short-term debt and current portion of long -term debt

 57,805,517  
        

 

 

 

Long-term debt

Ps.  545,949,470  
        

 

 

 

*The primary reason for increase in Euro debt between 2013 and 2014 is related to the acquisition of Telekom Austria.

L = LIBOR o London Interbank Offer Rate

TIIE = Mexican weighted Interbank Interest Rate

ECA = Export Credit Agreement

Euribor = Euro Interbank Offered Rate

Except for the fixed-rate notes, interest rates on the Company’s debt are subject to variances in international and local rates. The Company’s weighted average cost of borrowed funds at December 31, 2013 and December 31, 2014 was approximately 4.8% and 4.7% respectively.

Such rates do not include commissions or the reimbursements for Mexican tax withholdings (typically a tax rate of 4.9%) that the Company must make to international lenders. In general, fees on financing transactions add ten basis points to financing costs.

An analysis of the Company’s short-term debt maturities as of December 31, 2013 and December 31, 2014, is as follows:

   2013  2014 

Domestic Senior Notes (Certificados Bursátiles)

  Ps.  9,000,000   Ps.  4,600,000  

International Senior Notes

   13,576,670    35,315,148  

Lines of credit

   617,295    14,814,203  

Financial Leases

    106,862  
  

 

 

  

 

 

 

Subtotal short-term debt

Ps.  23,193,965  Ps.  54,836,213  
  

 

 

  

 

 

 

Weighted average interest rate

 5.0 4.0
  

 

 

  

 

 

 

An analysis of the Company’s long-term debt is as follows:

Year

  Amount 

2016

  Ps.  72,938,922  

2017

   43,938,404  

2018

   25,946,615  

2019

   45,367,133  

2020 and thereafter

   357,758,396  
  

 

 

 

Total

Ps.  545,949,470  
  

 

 

 

(i) Senior Notes

The outstanding Senior Notes at December 31, 2013 and December 31, 2014 are as follows:

   (Thousands of Mexican Pesos) 

Currency

  2013   2014 

U.S. dollars

  Ps.  207,234,397    Ps.  221,165,164  

Mexican pesos

   77,332,805     84,800,265  

Euros

   106,927,652     177,127,119  

Sterling pounds

   59,539,593     63,047,129  

Swiss francs

   15,377,226     15,542,492  

Japanese yens

   3,104,287     2,224,042  

Chinese yuans

   2,159,870     2,371,767  

Colombian pesos

   3,053,941     2,768,321  

Chilean pesos

   5,229,155     2,986,911  

During the second quarter of 2014, América Móvil issued notes for €600,000 (Ps. 10,706,000) due 2018 with a coupon of 1%. Likewise, the Company issued two new notes under the program of peso-denominated notes for Ps.10,000,000 due 2019 with a coupon of 6% and for Ps.7,500,000 due 2024 with a coupon of 7.125%. The notes are registered with both the U.S. Securities and Exchange Commission and the Mexican Banking and Securities Commission (“CNBV”).

(ii) Domestic Senior Notes(Certificados Bursátiles)

At December 31, 2013 and December 31, 2014, debt under stock certificates aggregates to Ps.37,461,105 and Ps.27,428,565, respectively. In general these issues bear a fixed-rate or floating rate determined as a differential on the TIIE rate (a Mexican weighted interbank interest rate).

(iii) Lines of Credit

At December 31, 2013 and December 31, 2014, debt under Lines of Credit aggregates to Ps. 5,094,799 and Ps.30,077,192, respectively.

Likewise, the Company has two revolving syndicated facilities – one for US$ 2,500,000 and one for the Euro equivalent of US$ 2,000,000 currently outstanding The Euro equivalent revolving syndicated facility was amended in July 2013 to increase the amount available to US $2,100,000. Loans under the facility bear interest at variable rates based on LIBOR and EURIBOR. Telekom Austria has also an outstanding revolving syndicated facility for Euros 1,000,000 at a variable rate based on LIBOR and EURIBOR.

Restrictions (TELMEX):

A portion of the debt is also subject to early maturity or repurchase at the option of the holders in the event of a change in control of the Company, as so defined in each instrument. The definition of change in control varies from instrument to instrument; however, no change in control shall be considered to have occurred as long as Carso Global Telecom or its current shareholders continue to hold the majority of the Company’s voting shares.

Covenants

In conformity with the credit agreements, the Company is obligated to comply with certain financial and operating commitments. Such covenants limit in certain cases, the ability of the Company or the guarantor to: pledge assets, carry out certain types of mergers, sell all or substantially all of its assets, and sell control over Telcel.

Such covenants do not restrict the ability of AMX’s subsidiaries to pay dividends or other payment distributions to AMX. The more restrictive financial covenants require the Company to maintain a consolidated ratio of debt to EBITDA (earnings before interest, tax, depreciation and amortization) that do not exceed 4 to 1, and a consolidated ratio of EBITDA to interest paid that is not below 2.5 to 1 (in accordance with the clauses included in the statement of comprehensive income as partcredit agreements).

Several of the caption “Valuationfinancing instruments of derivativesthe Company are subject to early extinguishment or re-purchase, at the option of the debt holder in the case that a change in control occurs.

At December 31, 2013 and December 31, 2014, the Company complied with all the conditions established in its debt agreements.

At December 31, 2013 and 2014, approximately 48% and 49%, respectively, of America Movil’s total outstanding consolidated debt is guaranteed by Telcel.

b) For the years ended December 31, 2012, 2013 and 2014, the interest cost from labor obligationsincome was Ps. 3,859,086, Ps. 2,925,834 and Ps. 7,052,271, respectively.

c) For the years ended December 31, 2012, 2013 and 2014, the interest expense was Ps.(22,267,771), Ps.(23,950,653) and
Ps.(31,522,523), respectively.

d) For the years ended December 31, 2012, 2013 and 2014, Valuation of derivatives and other financial items net”.was as follows:

12.

   2012   2013   2014 

Gain (loss) in valuation of derivatives

  Ps.  (6,075,490  Ps.   2,841,952    Ps.   7,397,142  

Capitalized interest expense (Note 10 e)

   3,152,811     3,002,576     3,258,928  

Commissions on debt

   (1,931,790   (1,839,467   (1,612,395

Interest cost of labor obligations (Note 17)

   (3,930,342   (3,971,100   (4,785,121

Interest expense on taxes

   (1,386,410   (4,228,155   (2,115,730

Loss on partial sale of shares in associated company

   (795,028   (896,956   (5,554,612

Loss on derecognition of equity method investment (Note 12)

   —       —       (3,172,218

Other financial cost

   (2,298,770   (3,200,385   (3,606,255
  

 

 

   

 

 

   

 

 

 
Ps.  (13,265,019Ps.  (8,291,535Ps.  (10,190,261
  

 

 

   

 

 

   

 

 

 

15. Accounts Payable, Accrued Liabilities and Asset Retirement Obligations

a) An analysis of the caption accounts payable and accrued liabilities is as follows:

   At December 31, 
   2013   2014 

Suppliers

  Ps.98,763,285    Ps.118,723,997  

Sundry creditors

   42,396,889     57,932,101  

Interest payable

   7,203,911     9,418,164  

Guarantee deposits from clients

   2,666,481     1,974,323  

Dividends payable

   3,106,746     3,454,777  
  

 

 

   

 

 

 

Total

Ps.154,137,312  Ps.191,503,362  
  

 

 

   

 

 

 

b) The balance of accrued liabilities at December 31, 2013 and 2014 are as follows:

   At December 31, 
   2013   2014 

Direct employee benefits payable

  Ps.11,203,772    Ps.20,735,930  

Contingencies

   25,755,150     33,232,749  
  

 

 

   

 

 

 
Ps.36,958,922  Ps.53,968,679  
  

 

 

   

 

 

 

The movements in contingencies at December 31, 2013 and 2014 are as follows:

   Balance at           Applications   Balance at 
   December 31,
2012
   Effect of
translation
   Increase of
the year
   Payments   Reversals   December 31,
2013
 

Contingencies

  Ps.  24,201,239    Ps.  (2,902,833)    Ps.  12,419,163    Ps.  (7,907,863)    Ps.  (54,556)     Ps.  25,755,150  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   Balance at              Applications  Balance at 
   December 31,
2013
   Business
combination
   Effect of
translation
  Increase of
the year
   Payments  Reversals  December 31,
2014
 

Contingencies

  Ps.25,755,150    Ps.1,666,269    Ps.(240,406 Ps.11,211,251    Ps.(4,740,828 Ps.(418,687 Ps.33,232,749  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Contingencies include tax, labor, regulatory and other legal type contingencies.

c) The composition of the other non-current liabilities at December 31, 2013 and 2014 is as follows:

   Balance at               Applications  Balance at 
   December 31,
2012
   Business
Combination
   Effect of
translation
   Increase of
the year
   Payments  Reversals  December 31,
2013
 

Asset retirement obligation

  Ps.7,177,215    Ps.—      Ps.(401,382)    Ps.866,480    Ps.(103,984 Ps.(21,869 Ps.7,516,460  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

   Balance at               Applications  Balance at 
   December 31,
2013
   Business
Combination
   Effect of
translation
   Increase of
the year
   Payments  Reversals  December 31,
2014
 

Asset retirement obligation

  Ps.7,516,460    Ps.3,381,898    Ps.(5,349)    Ps.2,779,076    Ps.(89,895 Ps.(130,783 Ps.13,451,407  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

The discount rates used for the asset retirement obligation are based on market rates that are expected to be undertaken by the dismantling or restoration of cell sites, and may include labor costs.

16. Deferred Revenues

An analysis of deferred revenues at December 31, 2012, 2013 and 2014 is as follows:

   At December 31, 
   2012  2013  2014 

At January 1,

  Ps.29,424,475   Ps.25,057,134   Ps.28,121,634  

Revenue deferred during the year

   192,873,749    151,159,144    219,043,115  

Recognized as revenues

   (192,437,676  (147,434,552  (218,622,000

Business combinations

   (3,099,829  —      3,116,395  

Effect of translation

   (1,703,585  (660,092  1,135,848  
  

 

 

  

 

 

  

 

 

 

At December 31,

Ps.25,057,134  Ps.28,121,634  Ps.32,794,992  
  

 

 

  

 

 

  

 

 

 

Presented in the consolidated statements of financial position as follows:

Current liabilities

Ps.27,016,340  Ps.31,464,235  

Non-current liabilities

 1,105,294   1,330,757  
   

 

 

  

 

 

 
Ps.28,121,634  Ps.32,794,992  
   

 

 

  

 

 

 

Deferred revenues consist of revenues obtained for services that will be provided to customers within a certain period. Deferred revenues are recognized in the consolidated statements of comprehensive income when they are earned, including points programs.

17. Employee Benefits

a) An analysis of the net liability and net period cost for employee benefits is as follows:

 

  At December 31,   At December 31, 
  2012   2013   2013   2014 

Liability:

        

Mexico

  Ps.42,568,937    Ps.49,270,144    Ps.49,270,144    Ps.49,935,630  

Puerto Rico

   18,830,835     13,448,765     13,448,765     16,024,080  

Brazil

   4,966,351     3,796,998     3,796,998     4,781,286  

Europe

   —       15,738,304  

Ecuador

   73,216     91,967     91,967     125,265  
  

 

   

 

   

 

   

 

 

Total

  Ps.66,439,339    Ps.66,607,874  Ps.  66,607,874  Ps.  86,604,565  
  

 

   

 

   

 

   

 

 

Net period cost (benefit):

 

  For the years ended December 31,   For the years ended December 31, 
  2011 2012   2013   2012   2013 2014 

Mexico

  Ps.7,903,215   Ps.8,656,797    Ps.7,602,818    Ps.8,656,797    Ps.7,602,818   Ps.8,755,823  

Puerto Rico

   (1,209,680 1,097,942     (713,271   1,097,942     (713,271  (1,631,225

Brazil

   (94,072 384,331     384,642     384,331     384,642    436,753  

Europe

   —       —      267,604  

Ecuador

   12,095   2,602     18,650     2,602     18,650    26,759  
  

 

  

 

   

 

   

 

   

 

  

 

 

Total

  Ps.6,611,558   Ps.10,141,672    Ps.7,292,839  Ps.  10,141,672  Ps.7,292,839  Ps.7,855,714  
  

 

  

 

   

 

   

 

   

 

  

 

 

The Company’s post-retirement obligations for seniority premiums, pension and retirement plans, and medical services in the countries in which it operates and that have defined benefit and defined contribution plans are as follows:

b) Puerto Rico

Pension plan

There is a pension investment fund committee whose responsibility is to verify that the funds are invested in the appropriate instruments as approved by the committee. No employee has either the authority to invest nornon change the use of funds without approval of the committee.

The following tables show the net benefit cost and liabilities for labor obligations related to the funds and costs associated with these pension and post-retirement plans at December 31, 2012, 2013 and 2013:2014:

 

  At December 31,   At December 31, 
  2012 2013   2012 2013 2014 
  Pensions and
sum of benefits
 Post-retirement
benefits
 Pensions and
sum of benefits
 Post-retirement
benefits
   Pensions and
sum of benefits
 Post-retirement
benefits
 Pensions and
sum of benefits
 Post-retirement
benefits
 Pensions and
sum of benefits
 Post-retirement
benefits
 

Projected benefit obligation:

     

Projected benefit obligation at beginning of year

  Ps.24,482,597   Ps.9,633,990   Ps.23,861,498   Ps.8,958,942  

Projected benefit obligation: Projected benefit obligation at beginning of year

  Ps.24,482,597   Ps.9,633,990   Ps.23,861,498   Ps.8,958,942   Ps.21,641,938   Ps.5,661,898  

Current service cost

   196,551   84,986    190,067    77,513     196,551   84,986   190,067   77,513    127,178    40,903  

Interest cost on projected benefit obligation

   989,029   374,837    917,047    334,038     989,029   374,837   917,047   334,038    1,132,499    235,759  

Actuarial gain (loss)

   1,368,663   516,233    (1,874,057  (1,657,720

Actuarial (gain) loss

   1,368,663   516,233   (1,874,057 (1,657,720  3,255,940    773,342  

Other amendments to plans

   (41,778 124,178     153,355     (41,778   (1,755,273   (2,530,502

Payments from trust fund

      (1,755,273

Employee contributions

   124,178    153,355     191,434  

Benefits paid

   (1,418,080 (457,160  (1,574,400  (494,681   (1,418,080 (457,160 (1,574,400 (494,681  (1,774,630  (470,202

Effect of translation

   (1,715,484 (1,318,122  121,783    45,724     (1,715,484 (1,318,122 121,783   45,724    2,716,725    710,741  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Projected benefit obligation at end of year

  Ps.23,861,498   Ps.8,958,942   Ps.21,641,938   Ps.5,661,898  Ps.23,861,498  Ps.8,958,942  Ps.21,641,938  Ps.5,661,898  Ps.27,099,650  Ps.4,613,373  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Changes in plan assets:

Established fund at beginning of year

Ps.13,925,231  Ps.13,989,605  Ps.13,855,071  

Expected return on plan assets

 578,265   547,276   738,616  

Actuarial gain (loss) on plan assets in OCI

 622,294   (479,371 (279,335

Contributions

 1,320,525  Ps.457,160   1,371,174  Ps.494,681   1,511,541  Ps.470,202  

Benefits paid

 (1,408,394 (457,160 (1,574,400 (494,681 (1,774,630 (470,202

Actuarial loss

 (72,583 (70,613 (101,554

Effect of translation

 (975,733 71,400   1,739,234  
  

 

  

 

  

 

  

 

  

 

  

 

 

Established fund at end of year

 13,989,605   13,855,071   15,688,943  
  

 

  

 

  

 

  

 

  

 

  

 

 

Plan asset shortfall

Ps.9,871,893  Ps.8,958,942  Ps.7,786,867  Ps.5,661,898  Ps.11,410,707  Ps.4,613,373  
  

 

  

 

  

 

  

 

  

 

  

 

 

During 2014, the Company announced to its plan participants that a decrease in the employer portion cost related to the medical insured premiums would take effect, effective September 1, 2014. This change resulted in a decrease in the accumulated post-retirement benefit obligation of approximately Ps. 2,178,264.

   2012  2013 
   Pensions and
sum of benefits
  Pensions and
sum of benefits
  Pensions and
sum of benefits
  Post-retirement
benefits
 

Changes in plan assets:

     

Established fund at beginning of year

  Ps.13,925,231    Ps.13,989,605   

Expected return on plan assets

   578,265     547,276   

Actuarial gain (loss) on plan assets in OCI

   622,294     (479,371 

Employee contributions

   1,320,525   Ps.457,160    1,371,174   Ps.494,681  

Benefits paid

   (1,408,394  (457,160  (1,574,400  (494,681

Actuarial loss

   (72,583   (70,613 

Effect of translation

   (975,733   71,400   

Established fund at end of year

   13,989,605     13,855,071   
  

 

 

  

 

 

  

 

 

  

 

 

 

Plan asset shortfall

  Ps.9,871,893   Ps.8,958,942   Ps.7,786,867   Ps.5,661,898  
  

 

 

  

 

 

  

 

 

  

 

 

 

The actual return on plan assets for the years ended December 31, 2012, 2013 and December 31, 20132014 amounted to Ps.1,200,559Ps. 1,200,559, Ps.67,905 and Ps.67,905,Ps.459,281 corresponding to the expected return and the actuarial variation, respectively.

  December 31,   December 31, 
  2012 2013   2012 2013 2014 
  Pensions
and sum
of benefits
 Post-retirement
benefits
 Pensions
and sum

of benefits
 Post-retirement
benefits
   Pensions and
sum of benefits
 Post-retirement
benefits
 Pensions and
sum of benefits
 Post-retirement
benefits
 Pensions and
sum of benefits
 Post-retirement
benefits
 

Changes in other comprehensive income:

            

Balance at the beginning of the year

  Ps.(4,048,934 Ps.(1,912,387 Ps.(4,511,596 Ps.(2,294,620  Ps.(4,048,934 Ps.(1,912,387 Ps.(4,511,596 Ps.(2,294,620 Ps.(3,139,936 Ps.(648,612

Actuarial gain on expected return on plan assets

   622,294     (479,371    622,294    (479,371  (279,335 

Actuarial loss for changes in demographic assumptions

     (106,293  (22,348    (106,293 (22,348 (780,167  (165,224

Actuarial gain for changes in financial assumptions

     2,065,437    533,867      2,065,437   533,867    (2,305,012  (612,840

Actuarial (loss) gain for changes in assumptions

   (1,368,663 (516,233  (85,087  1,146,201     (1,368,663 (516,233 (85,087 1,146,201    (170,761  4,722  

Effect of translation

   283,707   134,000    (23,026  (11,712   283,707   134,000   (23,026 (11,712  (394,158  (81,420
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance at the end of the year

  Ps.(4,511,596 Ps.(2,294,620 Ps.(3,139,936 Ps.(648,612Ps.(4,511,596Ps.(2,294,620Ps.(3,139,936Ps.(648,612Ps.(7,069,369Ps.(1,503,374
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Below is a quantitative sensitivity analysis of the effect on comprehensive income offor the mainsignificant assumptions as of December 31, 2013,2014, as follows:

 

  Pensions and
sum of benefits
 Post-retirement
benefits
   Pensions and
sum of benefits
   Post-retirement
benefits
 

Discount rate – 100 basis points

  Ps.2,472,034   Ps.787,013    Ps.(3,378,948  Ps.(684,903

Discount rate + 100 basis points

  Ps.(2,082,791 Ps.(640,789  Ps.2,785,333    Ps.550,670  

 

*    DiscountDiscount rate as of December 31, 2013 4.80% and 4.95%2014 was %

 

   Post-retirementPost-
retirement
benefits
 

Applicable rates to health services – 100 basis points

  Ps.(468,675229,440)  

Initial assumption

   4.804.70

Final assumption

   3.50

Applicable rates to health services + 100 basis points

  Ps.570,618 (289,754) 

Initial assumption

   6.806.70

Final assumption

   5.50

Net period cost

An analysis of the net period cost for the years ended December 31, 2011, 2012, 2013 and 20132014 is as follows:

 

  2011  2012  2013 
  Pensions
and sum
of benefits
  Post-retirement
benefits
  Pensions
and sum
of benefits
  Post-retirement
benefits
  Pensions
and sum
of benefits
  Post-retirement
benefits
 

Current service cost

 Ps.257,771   Ps.85,207   Ps.196,551   Ps.84,986   Ps.190,067   Ps.77,513  

Interest cost on projected benefit obligation

  1,105,399    464,629    989,029    374,837    917,047    334,038  

Actual return on plan assets

  (760,904   (578,265   (547,276 

Past service costs and other

  (66,912  (2,294,870  30,804     70,613    (1,755,273
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 Ps.535,354   Ps.(1,745,034 Ps.638,119   Ps. 459,823   Ps.630,451   Ps.(1,343,722
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   2012   2013  2014 
   Pensions
and sum
of benefits
  Post-
retirement
benefits
   Pensions
and sum
of benefits
  Post-retirement
benefits
  Pensions
and sum
of benefits
  Post-retirement
benefits
 

Current service cost

  Ps.196,551   Ps.84,986    Ps.190,067   Ps.77,513   Ps.127,178   Ps.40,903  

Interest cost on projected benefit obligation

   989,029    374,837     917,047    334,038    1,132,499    235,759  

Expected return on plan assets

   (578,265    (547,276   (738,616 

Past service costs and other

   30,804      70,613    (1,755,273  101,554    (2,530,502
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
Ps.638,119  Ps.459,823  Ps.630,451  Ps.(1,343,722Ps.622,615  Ps.(2,253,840
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Actuarial assumptions

The average ratesassumptions used in determining post-retirement obligations for medical services and others are as follows:

   2012  2013  2014 

Financial:

    

Discount rate and long-term rate return

   4.50  3.95  4.80

Rate of future salary increases

   4.00  4.00  4.00

Biometric:

    

Mortality: 2014 Table PPA for cases Plan B “Salaried”, “Hourly” and “Lump Sum” was used.

    

The assumptions used in determining the net period cost for 2011, 2012, 2013 and 20132014 were as follows:

 

   2011  2012  2013 

Financial:

    

Discount rate and long-term rate return

   5.30  4.50  3.95

Rate of future salary increases

   4.00  4.00  4.00

Biometric:

    

Mortality: 2014 Table PPA for cases Plan B “Salaried”, “Hourly” and “Lump Sum” was used.

    
   2012  2013  2014 

Percentage of increase in health care costs for the coming year

   6.50  5.90  5.80

Cost percentage due to death

   4.50  4.50  4.50

Year to which this level will be maintained

   2021    2027    2027  

The average rates and other actuarial assumptions used in determining post-retirement obligations for medical and other services are as follows:

   2012  2013 

Percentage of increase in health care costs for the coming year

   6.50  5.90

Cost percentage due to death

   4.50  4.50

Year to which this level will be maintained

   2021    2027  

The average rates and other actuarial assumptions used to determine the net period cost of post-retirement obligations are as follows:

 

  2011 2012 2013   2012 2013 2014 

Percentage of increase in health care costs for the following year

   6.70 5.90  5.80   5.90 5.80  5.70

Cost percentage due to death

   4.50 4.50  4.50   4.50 4.50  4.50

Year to which this level will be maintained

   2021   2027    2027     2027   2027    2027  

Plan assets

The percentages invested in plan assets are as follows:

 

  December 31,   At December 31, 
  2012 2013   2013 2014 

Equity instruments

   18  30   30.00  35.00

Debt instruments

   70  68   68.00  64.00

Cash and cash equivalents

   12  2   2.00  1.00
  

 

  

 

   

 

  

 

 
   100.00  100.00 100.00 100.00
  

 

  

 

   

 

  

 

 

c) Brazil (Embratel)Claro Brasil

EmbratelClaro Brasil has a defined benefit pension plan (“DBP”) and a defined contribution plan (“DCP”) that covers virtually all of itscertain employees, as well as a medical assistance plan (“MAP”) granted to participants in the DBP. The liabilities recognized at December 31, 20122013 and 20132014 under such plans are as follows:

 

   At December 31, 
   2012   2013 

DBP and MAP

  Ps. 4,693,469    Ps. 3,583,228  

DCP

   272,882     213,770  
  

 

 

   

 

 

 

Total liabilities, net

  Ps.4,966,351    Ps.3,796,998  
  

 

 

   

 

 

 

   At December 31, 
   2013   2014 

DBP and MAP

  Ps.  3,583,228    Ps.  4,565,475  

DCP

   213,770     215,811  
  

 

 

   

 

 

 

Total liabilities, net

Ps.3,796,998  Ps.4,781,286  
  

 

 

   

 

 

 

Pension plan

An analysis of obligations under the DBP and MAP at December 31, 20122013 and 2013,2014, as well as the changes in such plans during the years ended December 31, 2012, 2013 and 2013,2014, is as follows:

 

  At December 31,   At December 31, 
  2012 2013   2012   2013   2014 

Projected benefit obligation at beginning of year

  Ps. 14,998,684   Ps. 16,830,965    Ps.  14,998,684    Ps.  16,830,965    Ps.  11,940,833  

Current service cost

   (70  (89   (70   (89   (56

Interest cost on projected benefit obligation

   1,367,191    1,307,437     1,367,191     1,307,437     1,311,426  

Actuarial loss (gain)

   3,795,632    (3,053,755

Actuarial (loss) gain

   3,795,632     (3,053,755   1,606,357  

Employee contributions

   267    173     267     173     188  

Payments from trust fund

   (1,135,167  (1,069,860   (1,135,167   (1,069,860   (1,078,427

Effect of translation

   (2,195,572  (2,074,038   (2,195,572   (2,074,038   (87,800
  

 

  

 

   

 

   

 

   

 

 

Projected benefit obligation at end of year

  Ps.16,830,965   Ps.11,940,833  Ps.16,830,965  Ps.11,940,833  Ps.13,692,521  
  

 

  

 

   

 

   

 

   

 

 

Changes in plan assets:

   

Established fund at beginning of year

  Ps.16,827,353   Ps.15,384,266  

Expected return on plan assets

   1,549,809    1,181,149  

Actuarial gain on plan assets in other comprehensive income

   413,465    970,432  

Employee contributions

   192,067    202,027  

Payments from trust fund

   (1,135,167  (1,069,860

Effect of translation

   (2,463,261  (1,895,764
  

 

  

 

 

Fair value of fund at end of year

  Ps.15,384,266   Ps.14,772,250  
  

 

  

 

 

Plan asset surplus (short-fall)

  Ps.1,446,699   Ps.(2,831,417

Effect of asset celling

   3,246,770    6,414,645  
  

 

  

 

 

Net liabilities

  Ps.4,693,469   Ps.3,583,228  
  

 

  

 

 

   At December 31, 
   2012   2013   2014 

Changes in plan assets:

      

Established fund at beginning of year

  Ps.  16,827,353    Ps.15,384,266    Ps.14,772,250  

Expected return on plan assets

   1,549,809     1,181,149     1,647,371  

Actuarial gain (loss) on plan assets in other comprehensive income

   413,465     970,432     (50,656

Employee contributions

   192,067     202,027     202,201  

Payments from trust fund

   (1,135,167   (1,069,860   (1,078,427

Effect of translation

   (2,463,261   (1,895,764   (108,619
  

 

 

   

 

 

   

 

 

 

Fair value of fund at end of year

Ps.15,384,266  Ps.14,772,250  Ps.15,384,120  
  

 

 

   

 

 

   

 

 

 

Plan asset surplus (short-fall)

Ps.1,446,699  Ps.(2,831,417 (1,691,599

Effect of asset celling

 3,246,770   6,414,645   6,257,074  
  

 

 

   

 

 

   

 

 

 

Net liabilities

Ps.4,693,469  Ps.3,583,228  Ps.4,565,475  
  

 

 

   

 

 

   

 

 

 

The actual return on plan assets for the years ended December 31, 2012, 2013 and December 31, 20132014 amounted to Ps.1,963,274Ps. 1,963,274, Ps.2,151,581 and Ps.2,151,581Ps.1,596,715, corresponding to the expected return and the actuarial variation, respectively.

 

   2012  2013 

Changes in other comprehensive income:

   

Balance at the beginning of the year

  Ps.(5,261,578 Ps.(5,423,234

Changes in the asset ceiling during the period

   2,450,298    (3,311,757

Actuarial gain on expected return on plan assets

   413,465    970,432  

Actuarial loss for changes in experience

   (580,103  (131,636

Actuarial (loss) gain for changes in financial assumptions

   (3,215,529  3,185,391  

Effect of translation

   770,213    668,291  
  

 

 

  

 

 

 

Balance at the end of the year

  Ps.(5,423,234 Ps.(4,042,513
  

 

 

  

 

 

 

   2012   2013   2014 

Changes in other comprehensive income:

      

Balance at the beginning of the year

  Ps.(5,261,578  Ps.(5,423,234  Ps.(4,042,513

Changes in the asset ceiling during the period

   2,450,298     (3,311,757   844,575  

Actuarial gain on expected return on plan assets

   413,465     970,432     (50,656

Actuarial loss for changes in experience

   (580,103   (131,636   (732,009

Actuarial (loss) gain for changes in financial Assumptions

   (3,215,529   3,185,391     (874,348

Effect of translation

   770,213     668,291     29,725  
  

 

 

   

 

 

   

 

 

 

Balance at the end of the year

Ps.  (5,423,234Ps.  (4,042,513Ps.  (4,825,226
  

 

 

   

 

 

   

 

 

 

Below is a quantitative sensitivity analysis of the main hypothesissignificant assumptions as of December 31, 2013,2014, and its impact onin the PBD and PAM:

PBD and PAM obligation at present value:

 

PBD and PAM obligation at present value:

Discount rate + 100 basis points

Ps.  10,996,77912,601,985  

Discount rate - 100 basis points

13,031,879

Mortality Rate considering that members were a year younger

Ps. 12,238,83314,962,471  

Inflation rate for health services +100 basis points

Ps. 12,338,2945,100,397  

Inflation rate for health services - 100-100 basis points

Ps.11,600,2934,150,360  

Net period cost (benefit)

An analysis of the net period cost (benefit) for the years ended December 31, 2011, 2012, 2013 and 20132014 is as follows:

 

  For the years ended December 31, 
  2011 2012 2013   2012   2013   2014 

Current service cost

  Ps.82   Ps.( 70 Ps.( 89  Ps.(70  Ps.(89  Ps.(56

Interest cost on projected benefit obligation

   1,540,995   1,367,191    1,307,437     1,367,191     1,307,437     1,311,426  

Expected return on plan assets

   (1,637,976 (1,549,809  (1,181,149   (1,549,809   (1,181,149   (1,647,371

Asset ceiling interest

   —     568,732    256,210     568,732     256,210     734,171  
  

 

  

 

  

 

   

 

   

 

   

 

 
  Ps.( 96,899 Ps.386,044   Ps.382,409  Ps.386,044  Ps.382,409  Ps.398,170  
  

 

  

 

  

 

   

 

   

 

   

 

 

Actuarial assumptions

The average rates used in determining the net period cost for 2012, 2013 and 20132014 were as follows:

 

  2011 2012 2013   2012 2013 2014 

Financial:

        

Rate of future salary increases

   4.50 5.00  4.75   5.00 4.75  5.40

Discount rate and long-term assets return rate

   11.09 9.00  11.53   9.00 11.53  12.09

 

Biometric

  

Mortality:

  

2000 Basic AT Table (1996 U.S. Annuity 2000 Basic) for gender.

Disability for assets:

  

UP 84 modified table for gender

Disability retirement:

  

58 CSO table

Rotation:

  

Probability of leaving the Company other than death, disability and retirement is zero retirement is zero

Plan assets

As of December 31, 20122013 and 2013,2014, the percentages invested in plan assets are as follows:

 

  At December 31,   At December 31, 
  2012 2013   2013 2014 

Debt instruments

   80.51  80.64   80.64  83.16

Equity instruments

   15.56  12.71   12.71  10.54

Other investments

   3.93  6.65   6.65  6.30
  

 

  

 

   

 

  

 

 
   100.00  100.00 100.00 100.00
  

 

  

 

   

 

  

 

 

DCP

EmbratelClaro Brasil makes contributions to the DCP through EmbratelClaro Brasil Social Security Fund—Fund – Telos. Contributions are computed based on the salaries of the employees, who decide on the percentage of their contributions to the plan (between 3% and 12%8% of their salaries). EmbratelClaro Brasil contributes the same percentage as the employee, capped at 8% of the participant’s balance. All employees are eligible to participate in this plan.

The unfunded liability represents Embratel’sClaro Brasil’s obligation for those participants that migrated from the DBP to the DCP. This liability is being paid over a term of 20 years as of January 1, 1999. Unpaid balances are adjusted monthly based on the yield of the asset portfolio at that date and is increased based on the General Price Index of Brazil plus 6 percentage points per year. At December 31, 2013,2014, the balance of the DCP liability was Ps.213,770 (Ps.272,882,Ps.215,811 (Ps.213,770, at December 31, 2012)2013).

As of December 31, 2012, 2013 2012 and 2011,2014, the cost of labor were Ps.(1,713), Ps.2,233 Ps.(1,713) and Ps.2,827,Ps. 38,583, respectively.

d) Mexico (Telé(Teléfonos de México)

Pensions and seniority premiums

Telmex has an employee pension and seniority premium plan that covers most of its employees. Pensions and seniority premiums are determined based on the salary of employees in their final year of service, the number of years worked at Telmex and their age at retirement.

Telmex has established an irrevocable trust fund and makes annual contributions to that fund, which are considered deductible for purposes of income tax and employee profit sharing. The most important information related to labor obligations is as follows:

 

  At December 31,   At December 31, 
  2012 2013   2012   2013   2014 

Projected defined benefit obligation:

         

Projected defined benefit obligation at beginning of year

  Ps. 234,225,230   Ps. 239,189,216    Ps.234,225,230    Ps.239,189,216    Ps. 250,944,184  

Current service cost

   5,050,926    4,538,825     5,050,926     4,538,825     4,376,926  

Interest cost on projected benefit obligation

   20,497,290    20,978,048     20,497,290     20,978,048     22,273,034  

Actuarial (gain) loss

   (6,252,256  2,967,200     (6,252,256   2,967,200     808,732  

Payments to employees

   (11,419,974  (11,034,105   (11,419,974   (11,034,105   (12,540,172

Payments from trust fund

   (2,912,000  (5,695,000   (2,912,000   (5,695,000   (5,200,000
  

 

  

 

   

 

   

 

   

 

 

Defined benefit obligation at end of year

  Ps. 239,189,216   Ps. 250,944,184  Ps.  239,189,216  Ps. 250,944,184  Ps.260,662,704  
  

 

  

 

   

 

   

 

   

 

 
  At December 31, 
  2012 2013 

Changes in plan assets:

   

Established fund at beginning of year

  Ps.184,546,619   Ps.196,734,883  

Expected return on plan assets

   16,978,289    18,099,609  

Actuarial loss on plan assets in OCI

   (1,878,025  (7,373,642

Payments from trust fund

   (2,912,000  (5,695,000
  

 

  

 

 

Established fund at end of year

  Ps.196,734,883   Ps.201,765,850  
  

 

  

 

 

Liability

  Ps.42,454,333   Ps.49,270,144  
  

 

  

 

 

   At December 31, 
   2012   2013   2014 

Changes in plan assets:

      

Established fund at beginning of year

  Ps.184,546,619    Ps.196,734,883    Ps.201,765,850  

Expected return on plan assets

   16,978,289     18,099,609     18,467,870  

Actuarial loss on expected return on plan assets in other comprehensive income

   (1,878,025   (7,373,642   (3,746,454

Payments from trust fund

   (2,912,000   (5,695,000   (5,200,000
  

 

 

   

 

 

   

 

 

 

Established fund at end of year

Ps.196,734,883  Ps.201,765,850  Ps.211,287,266  
  

 

 

   

 

 

   

 

 

 

Liability

Ps.42,454,333  Ps.49,178,334  Ps.49,375,438  
  

 

 

   

 

 

   

 

 

 

The actual return on plan assets for the years ended December 31, 2012, 2013 and December 31, 20132014, amounted to Ps.15,100,264Ps. 15,100,264, Ps.10,725,967 and Ps.10,725,967,Ps.14,721,416, corresponding to the expected return and the actuarial variation, respectively.

 

   2012  2013 

Changes in other comprehensive income:

   

Balance at the beginning of the year

  Ps.(69,596,308 Ps.(65,222,077

Actuarial gain on expected return on plan assets

   (1,878,025  (7,373,642

Actuarial effect of changes in assumptions

   6,252,256    (2,967,200
  

 

 

  

 

 

 

Balance at the end of the year

  Ps.(65,222,077 Ps.(75,562,919
  

 

 

  

 

 

 

In 2012, the net actuarial gain of Ps.4,374,231 is mainly comprised of an actuarial loss of Ps.1,878,025 due to the low performance of the plan assets, to the reduction in the value of the shares of the companies where the funds are managed, and in the value of the fixed yield instruments due to variances in the reference rates, and an actuarial gain of Ps.6,252,256 due to the fact that the number of retired employees differed from the estimated number at the beginning of the year, and salary increases and the pensions of retired personnel were higher than those estimated at the beginning of the year.

   2012   2013   2014 

Changes in other comprehensive income:

      

Balance at the beginning of the year

  Ps. (69,596,308  Ps. (65,222,077  Ps. (75,562,919

Actuarial gain on expected return on plan assets

   (1,878,025   (7,373,642   (3,746,454

Actuarial effect of changes in assumptions

   6,252,256     (2,967,200   (808,732
  

 

 

   

 

 

   

 

 

 

Balance at the end of the year

Ps.(65,222,077Ps.(75,562,919Ps.(80,118,105
  

 

 

   

 

 

   

 

 

 

In 2013, the net actuarial loss of Ps.10,340,842 is mainly comprised of an actuarial loss of Ps.7,373,642 due to the low performance of the plan assets, to the reduction in the value of the shares of the companies where the funds are managed, and in the value of the fixed yield instruments due to variances in the reference rates, and an actuarial loss of Ps.2,967,200 due to the fact that the number of retired employees differed from the estimated number at the beginning of the year, and due to the fact that the salary increases and the pensions of retired personnel were higher than those estimated at the beginning of the year.

In 2014, the net actuarial loss of Ps.4,555,186 is mainly comprised of an actuarial loss of Ps.3,746,454 due to the low performance of the plan assets, to the reduction in the value of the shares of the companies where the funds are managed, and in the value of the fixed yield instruments due to variances in the reference rates, and an actuarial loss of Ps.808,732 due to the fact that the number of retired employees differed from the estimated number at the beginning of the year, and due to the fact that the salary increases and the pensions of retired personnel were higher than those estimated at the beginning of the year.

 

Net period cost

  For the years ended   For the years ended 
2011 2012 2013 
  2012   2013   2014 

Current service cost

  Ps.5,036,684   Ps.5,050,926   Ps.4,538,825    Ps.5,050,926    Ps.4,538,825    Ps.  4,376,926  

Interest cost on projected benefit obligation

   19,418,689   20,497,290    20,978,048  

Interest cost on projected benefit Obligation

   20,497,290     20,978,048     22,273,034  

Expected return on plan assets

   (16,610,124 (16,978,289  (18,099,609   (16,978,289   (18,099,609   (18,467,870
  

 

  

 

  

 

   

 

   

 

   

 

 

Net period cost

  Ps.7,845,249   Ps.8,569,927   Ps.7,417,264  Ps.  8,569,927  Ps.  7,417,264  Ps.  8,182,090  
  

 

  

 

  

 

   

 

   

 

   

 

 

The nominal ratesdiscount rate of labor obligations used in the actuarial studies was 9.2% for all years presented. Salary increases were also estimated at 4.5% during each year. Mortality was estimated at 1.94% for both December 31, 2012men and 2013 were as follows:woman.

Nominal rates

Financial:

Discount of labor obligations:

Long-term average and long-term assets return

9.2

Salary increase:

Long-term average

4.5

   Post-retirement
mortality for pensioners
more than 65 years  old
 
       2012          2013     

Pension plan:

   

Men

   1.94  1.94

Women

   1.94  1.94

Below is a quantitative sensitivity analysis of the main hypothesisassumptions as of December 31, 2013,2014, and its impact in the net defined benefit obligations:

 

Discount rate - 100 basis points

 IncreasePs.286,691,852  

Discount rate less+ 100 basis points

Ps.278,723,223

Discount rate plus 100 basis points

 227,452,596Ps.235,747,974  

Plan assets

The percentages invested in plan assets at December 31, 20122013 and 20132014 are as follows:

 

  2012 2013   2013 2014 

Debt instruments

   48.5  46.9   46.90  44.20

Equity instruments

   51.5  53.1   53.10  55.80
  

 

  

 

   

 

  

 

 
   100.0  100.0 100.00 100.00
  

 

  

 

   

 

  

 

 

As of December 31, 2013,2014, the fair value of Telmex’s debt securities held by the plan assets was Ps.611,672 (Ps.886,907Ps.153,210 (Ps.611,672 at December 31, 2012)2013). Also, the plan assets of Telmex include 30.7%29.6% and 30.4%30.7% of securities of the Company and other related parties at December 31, 20132014 and 2012,2013, respectively. The purchases and sales of these securities made by the plan were at market value.

e) In the case of Mexico (Telcel)Telcel and other Mexican subsidiaries, the net period cost of other benefits for the years ended December 31, 2012, 2013 and 2014 was Ps.86,870, Ps.185,554 and Ps. 573,733, respectively. The balance of employee benefits of December 31, 2013 and 2014 was Ps.91,810 and Ps. 560,192, respectively.

e) Europe

The liabilities recognized at December 31, 2014 are as follows:

At December 31,
2014

Long-term direct employee benefits

Ps.12,160,824

Service awards

1,280,115

Severance

2,164,997

Pensions

121,293

Other

11,075

Total liabilities

Ps.15,738,304

Long-term direct employee benefits

   Balance at               Applications  Balance at 
   December 31,
2013
   Business
Combination
   Effect of
translation
   Increase of
the year
   Payments  Reversals  December 31,
2014
 

Long-term direct employee benefits

  Ps.      Ps.11,802,035    Ps.68,354    Ps.1,994,823    Ps. (773,050 Ps. (931,338 Ps. 12,160,824  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

In 2008, a comprehensive restructuring program was initiated in Austria. The provision for restructuring includes future compensation for employees, who will no longer provide services for Telekom Austria but who cannot be laid off due to their status as civil servants. These employee contracts are onerous contracts under IAS 37, as the unavoidable cost related to the contractual obligation exceeds the future economic benefit. The restructuring program also includes social plans for employees whose employments will be terminated in a socially responsible way.

Furthermore, restructuring includes agreements from previous years concluded with the Austrian government relating to the voluntary transfer of civil servants with tenure, whose positions are eliminated due to technological progress, to employment with the government. Civil servants of the segment of Austria can voluntarily transfer to administrative employment with the government. After a period of six to twelve months of public service and subjects to a positive performance evaluation, the civil servants have the option to apply for a permanent transfer, in which case the right to return to Telekom Austria is forfeited. Telekom Austria bears the salary expense for these civil servants up to June 30, 2016. The civil servants are compensated for any shortfall in salary or pension payments.

Actuarial assumptions

The actuarial assumptions used to measure the obligations for service awards, severance payments and pensions are as follows:

Discount rate

Rate of compensation increase-civil servants

2.0%

Rate of compensation increase-civil servants

5.5%

Rate of compensation increase-civil servants

3.1%

Rate of increase of pensions

4.5%

Employee turnover rate*

1.6%

Depending on years of service

0.0%-2.01%

Life expectancy in Austria is based on “AVÖ 2008-P – Rechnungsgrundlagen für die Pensionsversicherung – Pagler & Pagler”.

Service awards

Civil servants and certain employees (together “employees”) are eligible to receive service awards. Under these plans, eligible employees receive a cash bonus of two months’ salary after 25 years of service and four months’ salary after 40 years of service. Employees with at least 35 years of service when retiring (at the age of 65) or who are retiring based on a specific legal regulation are eligible to receive four monthly salaries. The compensation is accrued as earned over the period of service, taking into account the employee turnover rate.

The following table provides the components and a reconciliation of the changes in the provisions for service awards:

At December 31,
2014 (1)

Balance at December 31, 2013

Ps. 1,258,018

Current service cost

41,452

Interest cost on projected benefit obligation

42,360

Actuarial gain/loss based on experience adjustment

11,307

Actuarial gain/loss from changes in demographic Assumptions

(89

Actuarial gain/loss from changes in financial Assumptions

132,529

Net periodic cost

Ps.227,559

Benefits paid

(105,767

Foreign currency adjustments

(18

Other

(105,785

Balance at the end of the year

Ps.1,379,792

Less short-term portion

(99,677

Non-current obligation

Ps.1,280,115

(1)While the Company consolidated Telekom Austria beginning on July 1, 2014 this roll forward has been prepared for a 12 months period consistent with Telekom Austria’s published results.

Of the defined benefit obligations for service awards, less than 1% relate to other subsidiaries different to Austria as of 31 December 2013.

As of December 31, 2014, the weighted average duration of the obligation for service awards amounted to 7.3 years.

Severance

Employees starting to work for Telekom Austria in Austria on or after January 1, 2003 are covered by a defined contribution plan. Telekom Austria paid Ps.34,142 (1.53% of the salary) into this defined contribution plan (BAWAG Allianz Mitarbeitervorsorgekasse AG) in 2014.

Severance benefit obligations for employees hired before January 1, 2003 are covered by defined benefit plans. Upon termination by Telekom Austria or retirement, eligible employees receive severance payments equal to a multiple of their monthly compensation which comprises fixed compensation plus variable elements such as overtime or bonuses. Maximum severance is equal to a multiple of twelve times the eligible monthly compensation. Up to three months of benefits are paid upon termination, with any benefit in excess of that amount being paid in monthly instalments over a period not exceeding ten months. In case of death, the heirs of eligible employees receive 50% of the severance benefits.

The following table provides a detailed reconciliation of the changes in severance benefit obligations:

Balance at December 31, 2013(1)

Ps. 1,676,776

Current service cost

86,607

Interest cost on projected benefit obligation

57,691

Net periodic cost

Ps.144,298

Actuarial gain/loss based on experience adjustment

2,297

Actuarial gain/loss from changes in demographic Assumptions

(32,175

Actuarial gain/loss from changes in financial Assumptions

475,202

Recognized in Other comprehensive income

Ps.445,324

Benefits paid

(74,339

Foreign currency adjustments

(300

Other

(74,639

Balance at December 31, 2014

Ps.2,191,759

Less short-term portion

(26,762

Non-current obligation

Ps.2,164,997

(1)While the Company consolidated Telekom Austria beginning on July 1, 2014 this roll forward has been prepared for a 12 months period consistent with Telekom Austria’s published results.

Approximately 3% of the defined benefit obligations for severance relate to foreign subsidiaries as of December 31, 2014.

As of December 31, 2014, the weighted average duration of the severance benefit obligations was 16.7.

Pensions

Defined contribution pension plans

In Austria, pension benefits generally are provided by the social security system for employees and by the government for civil servants. Telekom Austria is required to assist in funding the Austrian government’s pension and health care obligations to Telekom Austria current and former civil servants and their surviving dependents. In 2014, the rate of contribution for active civil servants amounted to a maximum of 28.3% depending on the age of the civil servant. 15.75% are borne by Telekom Austria and the remaining portion is contributed by the civil servants. Contributions to the government, net of the share contributed by civil servants, amounted to Ps. 375,831 for the period from July 1 to December 31, 2014.

Additionally, Telekom Austria sponsors a defined contribution plan for employees of some of its Austrian subsidiaries. Telekom Austria contributions to this plan are based on a percentage of the compensation not exceeding 5%. The annual expenses for this plan amounted to Ps.115,442 for the period from July 1 to December 31, 2014.

Defined benefit pension plans

Telekom Austria provides defined benefits for certain former employees in Austria. All such employees are retired and were employed prior to January 1, 1975. This unfunded plan provides benefits based on a percentage of salary and years employed, not exceeding 80% of the salary before retirement, and taking into consideration the pension provided by the social security system.

f) In the case of Ecuador, the net period cost of other benefits for the years ended December 31, 2011, 2012, 2013 and 20132014 was Ps.57,966, Ps.86,870Ps. 2,602, Ps.18,650 and Ps.185,554, respectively, for Mexico, and Ps.12,095, Ps.2,602 and Ps.18,650 respectively, for Ecuador.Ps.26,759, respectively. The balance of employee benefits at December 31, 20122013 and 20132014 was Ps.114,604Ps.91,967 and Ps.91,810, respectively, for Mexico and Ps.73,216 and Ps.91,967, respectively, for Ecuador.Ps.125,265, respectively.

f)g) For the rest of the countries where the Company operates and that do not have defined benefit plans or defined contribution plans, the Company makes contributions to the respective governmental social security agencies, which are recognized in results of operations as they are incurred.

13. Accounts Payable, Accrued Liabilities and Asset Retirement Obligations

18. Shareholders’ Equity

Shares

a) An analysisAt December 31, 2014 and 2013, the Company’s capital stock was represented by 68,150,000,000 (23,384,632,660 Series “AA” shares, 648,994,284 Series A shares and 44,116,373,056 Series “L” shares) and 70,475,000,000 shares (23,424,632,660 Series “AA” shares, 680,805,804 Series A shares and 46,369,561,536 Series L), respectively (these figures reflects (i) the stock split effected in June 2011; (ii) the merger with AMTEL in 2006; (iii) the placement of 8,438,193,725 Series “L” treasury shares resulting from the tender offers for Carso Global Telecom, S.A.B. de C.V. and Telmex Internacional, S.A.B. de C.V., which were completed on June 16, 2010; and (iv) the exchanges (conversiones) of Series “A” shares for Series “L” shares made by third parties through S.D. Indeval Institución para el Deposito de Valores, S.A. de C.V.).

b) The capital stock of the caption accountsCompany consists of a minimum fixed portion of Ps.397,873 (nominal amount), represented by 95,489,724,196 shares (including treasury shares available for placement in accordance with the provisions of the Mexican Securities Law), of which (i) 23,424,632,660 are common Series “AA” shares; (ii) 776,818,130 are common Series “A” shares; and (iii) 71,288,273,406 are Series “L” shares, all of them fully subscribed and paid.

c) At December 31, 2014 and 2013, the Company’s treasury shares available for placement in accordance with the provisions of the Mexican Securities Law, were represented by 27,339,724,196 shares (27,338,625,508 Series “L” shares and 1,098,688 Series A shares), 25,014,724,196 shares (25,007,472,235 Series “L” shares and 7,251,961 Series A shares), respectively (these figures reflects (i) the stock split effected in June 2011; and (ii) the placement of 8,438,193,725 Series “L” treasury shares resulting from the tender offers for Carso Global Telecom, S.A.B. de C.V. and Telmex Internacional, S.A.B. de C.V., which were completed on June 16, 2010).

d) The holders of Series “AA” and Series “A” shares are entitled to full voting rights. The holders of Series “L” shares may only vote in certain circumstances, and they are only entitled to appoint two members of the Board of Directors and their respective alternates. The matters in which the shareholders who are entitled to vote are the following: extension of the term of the Company, early dissolution of the Company, change of corporate purpose of the Company, change of nationality of the Company, transformation of the Company, a merger with another company, as well as the cancellation of the registration of the shares issued by the Company in the National Securities Registry (Registro Nacional de Valores), and any other foreign stock exchanges where they may be registered, except for quotation systems or other markets not organized as stock exchanges. Within their respective series, all shares confer the same rights to their holders. The Company’s bylaws contain restrictions and limitations related to the subscription and acquisition of Series “AA” shares by non-Mexican investors.

e) In accordance with the bylaws of the Company, Series “AA” shares must at all times represent no less than 20% and no more than 51% of the Company’s capital stock, and they also must represent at all times no less than 51% of the common shares (entitled to full voting rights, represented by Series “AA” and Series “A” shares), representing said capital stock.

Series “AA” shares may only be subscribed to or acquired by Mexican investors, Mexican corporations and/or trusts expressly empowered for such purposes in accordance with the applicable legislation in force. Series “A” shares, which may be freely subscribed, may not represent more than 19.6% of capital stock and may not exceed 49% of the common shares representing such capital. Common shares (entitled to full voting rights, represented by Series “AA” and Series “A” shares), may not represent more than 51% of the Company’s capital stock.

Lastly, the combined number of Series “L” shares, which have limited voting rights and may be freely subscribed, and Series A shares may not exceed 80% of the Company’s capital stock. For purposes of determining these restrictions, the percentages mentioned above refer only to the number of Company shares outstanding.

Dividends

f) On April 22, 2013, the Company’s shareholders approved, among others resolution, the (i) payment of a cash dividend of $0.22 pesos per share to each of the shares of its capital stock series “AA”, “A” and “L”, payable in two equal installments of $0.11 pesos; and (ii) increase the amount of funds available for the acquisition of the Company’s own shares by Ps.40 billion pursuant to Article 56 of the Mexican Securities Market Law.

g) On April 28, 2014, the Company’s shareholders approved, among others resolution, the i) payment of a cash dividend of $0.24 pesos per share to each of the shares of its capital stock series “AA”, “A” and “L”, payable in two equal installments of $0.12 pesos; and (ii) increase the amount of funds available for the acquisition of the Company’s own shares by Ps.30 billion pursuant to Article 56 of the Mexican Securities Market Law

Retained earnings and other reserves distributed as dividends and the effects derived from capital reductions, are subject to income tax at the rate at the date of distribution, except for the restated stockholder contributions or distributions made come from the net taxed profit account (Cuenta de Utilidad Fiscal Neta or CUFIN).

The dividends paid in excess of the account are subject to income tax on a grossed-current base rate. Since 2003, this tax may be credited against income tax for the year in which the dividends are paid and the following two years against the income tax and estimated payments. The payment of dividends described above comes from the balance of the Company’s CUFIN.

Legal Reserve

According to the Mexican General Mercantile Corporation Law, companies must appropriate from the net profit of each year, at least 5% to increase the legal reserve until it reaches 20% of capital stock at par value. This reserve may not be distributed to stockholders during the existence of the Company. At December 31, 2013 and 2014, the legal reserve amounted to Ps.358,440.

Restrictions on Certain Transactions

The Company’s bylaws provide that any transfer of more than 10% of the combined A Shares and AA Shares, effected in one or more transactions by any person or group of persons acting in concert, requires prior approval by our Board of Directors. If the Board of Directors denies such approval, however, Mexican law and the Company bylaws require it to designate an alternate transferee, who must pay market price for the shares as quoted on the Mexican Stock Exchange.

Payment of Dividends

Dividends, either in cash or in kind, paid with respect to the L Shares, A Shares, L Share ADSs or A Share ADSs will generally be subject to a 10% Mexican withholding tax (provided that no Mexican withholding tax will apply to distributions of net taxable profits generated before 2014). Nonresident holders could be subject to a lower tax rate, to the extent that they eligible for benefits under an income tax treaty to which Mexico is as follows:a party.

h) Earnings per Share

The following table shows the computation of the basic and diluted earnings per share:

 

   At December 31, 
   2012   2013 

Suppliers

  Ps.91,793,858    Ps.98,763,285  

Sundry creditors

   37,195,243     42,396,889  

Interest payable

   6,001,435     7,203,911  

Guarantee deposits from clients

   2,031,944     2,666,481  

Dividends payable

   4,582,477     3,106,746  
  

 

 

   

 

 

 

Total

  Ps.141,604,957    Ps.154,137,312  
  

 

 

   

 

 

 
   For the years ended December 31, 
   2012   2013   2014 

Net profit for the period attributable to equity holders of the parent

  Ps.90,988,570    Ps.74,624,979    Ps.46,146,370  

Weighted average shares (in millions)

   76,150     72,866     69,254  
  

 

 

   

 

 

   

 

 

 

Earnings per share attributable to equity holders of the parent

Ps.1.19  Ps.1.02  Ps.0.66  
  

 

 

   

 

 

   

 

 

 

i) Undated Subordinated Fixed Rate Bond

b) An analysisIn January 2013, Telekom Austria issued €600 million aggregate principal amount of its subordinated bonds. The interest rate on the activitybonds is 5.625% for the first five years and resets every five years beginning in accrued liabilities2018. The bonds have no specified maturity date but may be redeemed at December 31, 2012 and 2013the Company’s option at par, in whole but not in part, on any interest reset date beginning in 2018. Under IFRS, the Company is required to classify the bonds as follows:equity, because of their indefinite maturity. Consequently, the Company recognizes the bonds as non-controlling interests in its consolidated financial statements.

 

  Balance at
December 31,
2011
  Effect of
translation
  Increase of
the year
  Applications  Balance at
December 31,
2012
 
    Payments  Reversals  

Direct employee benefits payable

 Ps.8,194,088   Ps.(281,748 Ps.8,771,195   Ps.(6,811,990 Ps.(67,231 Ps.9,804,314  

Contingencies

  22,575,679    (2,512,084  5,227,068    (1,029,693  (59,731  24,201,239  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 Ps.30,769,767   Ps.(2,793,832 Ps.13,998,263   Ps.(7,841,683 Ps.(126,962 Ps.34,005,553  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  Balance at
December 31,
2012
  Effect of
translation
  Increase of
the year
  Applications  Balance at
December 31,
2013
 
    Payments  Reversals  

Direct employee benefits payable

 Ps.9,804,314   Ps.(674,149 Ps.14,047,874   Ps.(11,787,453 Ps.(186,814 Ps.11,203,772  

Contingencies

  24,201,239    (2,902,833  12,419,163    ( 7,907,863  (54,556  25,755,150  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 Ps.34,005,553   Ps.(3,576,982 Ps.26,467,037   Ps.(19,695,316 Ps.(241,370 Ps.36,958,922  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Contingencies include tax, labor, regulatory and other legal type contingencies.

c) An analysis of the asset retirement obligation at December 31, 2012 and 2013 is as follows:

   Balance at
December 31,
2011
   Effect of
Translation
  Increase of
the year
   Applications  Balance at
December 31,
2012
 
       Payments  Reversals  

Asset retirement obligation

  Ps.6,387,229    Ps.(537,848 Ps.1,428,729    Ps.(92,921 Ps.(7,974 Ps.7,177,215  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

   Balance at
December 31,
2012
   Effect of
translation
  Increase of
the year
   Applications  Balance at
December 31, 2013
 
        Payments  Reversals  

Asset retirement obligation

  Ps.7,177,215    Ps.(401,382 Ps.866,480    Ps.(103,984 Ps.(21,869 Ps.7,516,460  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

The discount rates used for the asset retirement obligations are based on market rates that are expected to be undertaken by the dismantling or restoring of cell sites, and may include labor costs.

14. Other Financial Assets and Liabilities

19.Other Financial Assets and Liabilities

Set out below is the categorization of the financial instruments, other than cash and short-term deposits,those with carrying value amounts that are reasonable approximations of fair value, held by América Móvil as at December 31, 20122013 and 2013:2014:

   December 31, 2012 
   Loans and
receivables
   Fair value
through
profit or loss
   Fair value
through OCI
 

Financial Assets:

      

Accounts receivable from Subscribers, distributors, and other, net

  Ps. 94,103,872    Ps.—      Ps.—    

Related parties

   689,053     —       —    

Derivative financial instruments

   —       2,779,749     —    
  

 

 

   

 

 

   

 

 

 

Total

  Ps.94,792,925    Ps.2,779,749    Ps.—    
  

 

 

   

 

 

   

 

 

 

Financial Liabilities:

      

Debt

  Ps.417,670,088    Ps.—      Ps.—    

Accounts payable and accrued liabilities

   141,604,957     —       —    

Related parties

   2,523,027     —       —    

Derivative financial instruments

   —       4,816,589     208,458  
  

 

 

   

 

 

   

 

 

 

Total

  Ps.561,798,072    Ps.4,816,589    Ps.208,458  
  

 

 

   

 

 

   

 

 

 

  December 31, 2013   December 31, 2013 
  Loans and
receivables
   Fair value
through
profit or loss
   Fair value
through OCI
   Loans and
receivables
   Fair value
through
profit or loss
   Fair value
through OCI
 

Financial Assets:

            

Accounts receivable from Subscribers, distributors, and other, net

  Ps.96,756,472    Ps.—      Ps.—    

Accounts receivable from subscribers, distributors, and other, net

  Ps.96,756,472    Ps.—      Ps.    

Related parties

   1,346,392     —       —       1,346,392     —      

Derivative financial instruments

     10,469,316     —         10,469,316    
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  Ps.98,102,864    Ps.10,469,316    Ps.—    Ps.98,102,864  Ps.10,469,316  Ps.—    
  

 

   

 

   

 

   

 

   

 

   

 

 

Financial Liabilities:

      

Debt

  Ps.490,319,844    Ps.—      Ps.—    Ps.490,319,844  Ps.   Ps.   

Accounts payable and accrued liabilities

   154,137,312     —       —    

Accounts payable

 154,137,312  

Related parties

   2,552,337     —       —     2,552,337  

Derivative financial instruments

   —       5,179,024     187,299   5,179,024   187,299  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  Ps.647,009,493    Ps.5,179,024    Ps.187,299  Ps.647,009,493  Ps.5,179,024  Ps.187,299  
  

 

   

 

   

 

   

 

   

 

   

 

 
  December 31, 2014 
  Loans and
Receivables
   Fair value
through
profit or loss
   Fair value
through OCI
 

Financial Assets:

      

Accounts receivable from subscribers, distributors, and other, net

  Ps.122,028,071    Ps.     Ps.—    

Related parties

   1,320,107      

Derivative financial instruments

     22,536,056    
  

 

   

 

   

 

 

Total

Ps.123,348,178  Ps.22,536,056  Ps.—    
  

 

   

 

   

 

 

Financial Liabilities:

Debt

Ps.603,754,987  Ps.   Ps.   

Accounts payable

 191,503,362  

Related parties

 3,087,292  

Derivative financial instruments

 8,373,205   154,607  
  

 

   

 

   

 

 

Total

Ps.798,345,641  Ps.8,373,205  Ps.154,607  
  

 

   

 

   

 

 

Fair value hierarchy

The Company’s valuation techniques used to determine and disclose the fair value of its financial instruments are based on the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Variables other than quoted prices in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices); and

Level 3: Variables used for the asset or liability that are not based on any observable market data (non-observable variables).

The fair value for the financial assets (excluding cash and cash equivalents)(other those with carrying value amounts that are reasonable approximations of fair value) and financial liabilities shown in the consolidated statement of financial position at December 31, 20122013 and 20132014 is as follows:

 

   Measurement of fair value at December 31, 2012 
   Level 1   Level 2   Level 3   Total 

Assets:

        

Derivatives financial instruments

  Ps.—      Ps.2,779,749    Ps.—      Ps.2,779,749  

Pension plan assets

   225,951,661     —       —       225,951,661  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  Ps.225,951,661    Ps.2,779,749    Ps.—      Ps.228,731,410  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

        

Debt

  Ps.326,614,401    Ps.143,258,386    Ps.—      Ps.469,872,787  

Derivatives financial instruments

   —       5,025,047     —       5,025,047  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  Ps.326,614,401    Ps.148,283,433    Ps.—      Ps.474,897,834  
  

 

 

   

 

 

   

 

 

   

 

 

 

  Measurement of fair value at December 31, 2013   Measurement of fair value at December 31, 2013 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Assets:

                

Derivatives financial instruments

  Ps.—      Ps.10,469,316    Ps.—      Ps.10,469,316    Ps.—      Ps.10,469,316    Ps.     Ps.10,469,316  

Pension plan assets

   230,393,171     —       —       230,393,171     230,393,171         230,393,171  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  Ps.230,393,171    Ps.10,469,316    Ps.—      Ps.240,862,487  Ps.230,393,171  Ps.10,469,316  Ps.   Ps.240,862,487  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities:

        

Debt

  Ps.319,838,222    Ps.200,011,820    Ps.—      Ps.519,850,042  Ps.319,838,222  Ps.200,011,820  Ps.   Ps.519,850,042  

Derivatives financial instruments

   —       5,366,323     —       5,366,323   5,366,323   5,366,323  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  Ps.319,838,222    Ps.205,378,143    Ps.—      Ps.525,216,365  Ps.319,838,222  Ps.205,378,143  Ps.   Ps.525,216,365  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Measurement of fair value at December 31, 2014 
  Level 1   Level 2   Level 3   Total 

Assets:

        

Derivatives financial instruments

  Ps.     Ps.22,536,056    Ps.     Ps.22,536,056  

Pension plan assets

   242,360,329         242,360,329  
  

 

   

 

   

 

   

 

 

Total

Ps.242,360,329  Ps.22,536,056  Ps.   Ps.264,896,385  
  

 

   

 

   

 

   

 

 

Liabilities:

Debt

Ps.411,497,065  Ps.229,028,589  Ps.   Ps.640,525,654  

Derivatives financial instruments

 8,527,812   8,527,812  
  

 

   

 

   

 

   

 

 

Total

Ps.411,497,065  Ps.237,556,401  Ps.   Ps.649,053,466  
  

 

   

 

   

 

   

 

 

Fair value of derivatives financial instruments are valued using valuation techniques with market observable market inputs. To determine its Level 2 fair value, the Company applies valuation techniques including forward pricing and swaps models, using present value calculations. The models incorporate various inputs including credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves. Fair value of debt Level 2 debt has been determined using a model based on present value calculationscalculation incorporating the credit quality of AMX.

For the years ended December 31, 2012, 2013 and 2013,2014, no transfers were made between Level 1 and Level 2 fair value measurement hierarchies.

15. Deferred Revenues

An analysis of deferred revenues at December 31, 2011, 2012 and 2013 is as follows:

   At December 31, 
   2011  2012  2013 

At January 1,

  Ps. 29,054,414   Ps.29,424,475   Ps.25,057,134  

Revenue deferred during the year

   305,334,487    192,873,749    151,159,144  

Recognized as revenues

   (306,309,173  (192,437,676  (147,434,552

NET consolidation

   —      (3,099,829  —    

Effect of translation

   1,344,747    (1,703,585  (660,092
  

 

 

  

 

 

  

 

 

 

At December 31,

  Ps.29,424,475   Ps.25,057,134   Ps.28,121,634  
  

 

 

  

 

 

  

 

 

 

Short-term

  Ps.26,248,679    23,956,939    27,016,340  

Long-term

   3,175,796    1,100,195    1,105,294  
  

 

 

  

 

 

  

 

 

 
  Ps.29,424,475   Ps.25,057,134   Ps.28,121,634  
  

 

 

  

 

 

  

 

 

 

Deferred revenues consist of revenues obtained for services that will be provided to customers within a certain period. Deferred revenues are recognized in the consolidated statements of comprehensive income when they are earned, including points programs.

16. Debt

a) The Company’s short- and long-term debt consists of the following:

At December 31, 2012

 

Currency

 

Loan

 

Rate

 Maturity
from
2013 to
  Total 

U.S. dollars

    
 

ECA credits (fixed rate) (ii)

 2.52%  2017   Ps.1,244,992  
 

ECA credits (floating rate) (ii)

 L + 0.35%, L + 0.50% and L + 0.75%  2018    4,967,924  
 

Fixed-rate notes (i)

 2.375% - 8.57%  2042    196,424,526  
 

Lines of credit

 6.5% and 9.26%  2019    1,555,488  
 

Financial Leases (Note 17)

 3.75%  2015    333,972  
    

 

 

 
 

Subtotal U.S. dollars

    204,526,902  
    

 

 

 

Mexican pesos

    
 

Fixed-rate notes (i)

 4.10% - 9.00%  2037    56,613,388  
 

Floating rate notes (i)

 Cetes + 0.55% & TIIE + 0.40% - 1.50%  2016    22,600,000  
    

 

 

 
 

Subtotal Mexican pesos

    79,213,388  
    

 

 

 

Euros

    
 

Fixed rate notes (i)

 3.0%, 3.75%, 4.125% and 4.75%  2022    64,365,843  
    

 

 

 
 

Subtotal Euros

    64,365,843  
    

 

 

 

Sterling pounds

    
 

Fixed rate notes (i)

 4.375% - 5.75%  2041    40,181,043  
    

 

 

 
 

Subtotal Sterling pounds

    40,181,043  

Swiss Francs

 Fixed rate notes (i) 1.125% - 2.25%  2018    10,659,357  
    

 

 

 
 

Subtotal Swiss francs

    10,659,357  
    

 

 

 

Brazilian Reais

    
 

Fixed-rate notes

 4.50%  2018    1,920,311  
 

Floating rate notes (i)

 IPCA + 0.50%%  2021    343,795  
    

 

 

 
 

Subtotal Brazilian reais

    2,264,106  
    

 

 

 

Colombian pesos

    
 

Fixed-rate Senior Notes (i)

 IPC + 6.80% & 7.59%  2016    4,561,772  
    

 

 

 
 

Subtotal Colombian pesos

    4,561,772  
    

 

 

 

Other currencies

    
 

Fixed-rate Senior Notes (i)

 1.23% - 3.96%  2039    11,409,628  
 

Financial Leases (Note 17)

 4.35% - 8.97%  2027    246,188  
 

Lines of credit

 19.00% and 19.45%  2014    241,861  
    

 

 

 
 

Subtotal other currencies

    11,897,677  
    

 

 

 
 

Total debt

   Ps. 417,670,088  
    

 

 

 
 

Less: Short-term debt and current portion of long-term debt

    13,621,806  
    

 

 

 
 

Long-term debt

   Ps.404,048,282  
    

 

 

 

At December 31, 2013

 

Currency

 

Loan

 

Rate

 Maturity
from
2014 to
  Total 

U.S. dollars

    
 ECA credits (fixed rate) (ii) 2.52%  2017   Ps.973,269  
 ECA credits (floating rate) (ii) L + 0.35%, L + 0.50% and L + 0.75%  2018    3,602,208  
 Fixed-rate notes (i) 2.375% - 8.57%  2042    197,427,022  
 Floating rate notes (i) L + 1.0%  2016    9,807,375  
 Lines of credit 7.25% - 7.75%  2023    2,183,776  
 Leases (note 17) 3.75%  2015    217,525  
    

 

 

 
 Subtotal U.S. dollars    214,211,175  
    

 

 

 

Mexican pesos

    
 Fixed-rate notes (i) 6.45% - 9.00%  2037    61,732,805  
 Floating rate notes (i) TIIE + 0.40% - 1.50%  2016    15,600,000  
    

 

 

 
 Subtotal Mexican pesos    77,332,805  
    

 

 

 

Euros

    
 Fixed rate notes (i) 3.0% - 6.375%%  2073    106,927,652  
    

 

 

 
 Subtotal Euros    106,927,652  
    

 

 

 

Sterling pounds

    
 Fixed rate notes (i) 4.375% - 6.375%  2073    59,539,593  
    

 

 

 
 Subtotal sterling pounds    59,539,593  
    

Swiss francs

    
 Fixed rate notes 1.125% - 2.25%  2018    15,377,226  
    

 

 

 
 Subtotal swiss francs    15,377,226  
    

 

 

 

Reais

    
 Lines of credit 3.0% - 4.50%  2018    2,842,941  
    

 

 

 
 Subtotal Brazilian reais    2,842,941  
    

 

 

 

Colombian pesos

    
 Fixed-rate senior notes (i) 7.59%  2016    3,053,941  
    

 

 

 
 Subtotal Colombian pesos    3,053,941  
    

 

 

 

Other currencies

    
 Bonds 1.23% - 3.96%  2039    10,493,312  
 Leases (note 17) 5.05% - 8.97%  2027    473,117  
 Lines of credit 19.00%  2014    68,082  
    

 

 

 
 Subtotal other currencies    11,034,511  
    

 

 

 
 Total debt    Ps. 490,319,844  
    

 

 

 
 

Less: Short-term debt and current portion of long-term debt

   
 Long-term debt    25,841,478  
    

 

 

 
     Ps. 464,478,366  
    

 

 

 

Legend:

L = LIBOR or London Interbank Offered Rate

TIIE = Mexican Weighted Interbank Interest Rate

IPC = Consumer Price Index

Cetes = Mexican Treasury Certificates

ECA = Export Credit Agreement

IPCA = Brazil’s consumer price index.

Except for the fixed-rate senior notes, interest rates on the Company’s debt are subject to variances in international and local rates. The Company’s weighted-average cost of borrowed funds at December 31, 2012 and 2013 was approximately 5.0% and 4.8%, respectively.

Such rate does not include commissions or the reimbursements for Mexican tax withholdings, typically a tax rate of 4.9%, that the Company must make to international lenders. In general, fees on financing transactions add ten basis points to financing costs.

An analysis of the Company’s short-term debt at December 31, 2012 and 2013 is as follows:

   2012  2013 

Local Bonds

  Ps. 1,250,808   Ps.—    

Domestic Senior Notes (Certificados Bursatiles)

   9,517,467    9,000,000  

International Senior Notes

    13,576,670  

Lines of credit used

   331,820    617,295  

Other loans

   151,807    —    
  

 

 

  

 

 

 

Total

  Ps. 11,251,902   Ps. 23,193,965  
  

 

 

  

 

 

 

Weighted-average interest rate

   6.5  5.0
  

 

 

  

 

 

 

An analysis of the Company’s long-term debt as of December 31, 2013 is as follows:

Year

  Amount 

2015

  Ps.39,123,307  

2016

   52,790,469  

2017

   32,293,410  

2018

   12,568,158  

2019

   32,716,667  

2020 and thereafter

   294,986,355  
  

 

 

 

Total

  Ps. 464,478,366  
  

 

 

 

The outstanding Senior Notes at December 31, 2012 and 2013 are as follows:

Currency*

  2012   2013 

U.S. dollars

   Ps. 196,424,526     Ps. 207,234,397  

Mexican pesos

   79,213,388     77,332,805  

Euros

   64,365,843     106,927,652  

Sterling pounds

   40,181,043     59,539,593  

Swiss francs

   10,659,357     15,377,226  

Japanese yens

   3,749,308     3,104,287  

Chinese yuans

   2,088,097     2,159,870  

Colombian pesos

   4,561,772     3,053,941  

Chilean pesos

   5,572,223     5,229,155  

Reais

   343,795    

*Thousands of Mexican pesos

During 2013, América Móvil issued 3 new notes for US$750,000 due 2016 with a coupon of Libor +100 basis points, another €750,000 due 2023 with a coupon of 3.2590%, and £300,000 due 2033 with a coupon of 4.9480%. Likewise, in March 2013 AMX reopened the program of peso-denominated notes to raise Ps.7,500,000. Since November 2012, we have issued peso-denominated notes that can be distributed and traded on a seamless basis in Mexico and internationally. The notes are registered with both the U.S. Securities and Exchange Commission and the Mexican Banking and Securities Commission (“CNBV”). We sold Ps.15,000,000 of notes under the program in November 2012. We intend to use the program to raise a total of Ps.100,000,000 over five years to increase the share of Mexican pesos in our overall funding.

Additionally, on September 6, 2013, América Móvil issued three hybrid notes due 2073 in three tranches. One is for €900,000 and carries a coupon of 5.125% and has a first call option on September 6, 2018, and two others for €550,000 and £550,000 pay a 6.375% coupon and have a first call option on September 6, 2023 and September 6, 2020, respectively.

It is important to mention that these notes are unsecured and deeply subordinated obligations and rank junior to all our existing and/or future unsubordinated and ordinary subordinated indebtedness and senior to all existing and future classes of shares that comprises our equity. The aforementioned notes are effectively subordinated to all existing and/or future liabilities of our subsidiaries.

(ii) Lines of credit granted or guaranteed by export credit agencies

The Company has medium- and long-term financing programs for the purchase of equipment, with certain institutions, to promote exports and provide financial support to purchase export equipment from their respective countries. The outstanding balance under these plans at December 31, 2012 and 2013 is approximately Ps.6,212,915 and Ps.4,575,477, respectively.

The Company has a line of credit with Banco Inbursa, S.A. (related party) as explained in Note 18d.

(iii) Domestic Senior Notes (Certificados Bursatiles)

At December 31, 2012 and 2013, debt under domestic notes aggregates to Ps.46,841,688 and Ps.37,461,105, respectively. Some bear interest at fixed rates, and others at variable rates based on TIIE (a Mexican interbank rate).

(iv) Lines of Credit

At December 31, 2012 and 2013, debt under Lines of Credit aggregates to Ps.3,717,659 and Ps.5,094,799, respectively.

In May 2011, the Company entered into two revolving syndicated facilities – one for U.S.$2,000,000 and one for the Euro equivalent of €2,000,000. Loans under the facility bear interest at variable rates based on LIBOR and EURIBOR.

Early payment of debt

In 2012 and 2013, the Company made advance payments against its debt with third parties of approximately Ps.23,000,000 and Ps.19,000,000, respectively.

Restrictions (TELMEX)

A portion of the debt is subject to certain restrictions with respect to maintaining certain financial ratios, as well as restrictions on selling a significant portion of groups of assets, among others. At December 31, 2013, the Company was in compliance with all these requirements.

A portion of the debt is also subject to early maturity or repurchase at the option of the holders in the event of a change in control of the Company, as so defined in each instrument. The definition of change in control varies from instrument to instrument; however, no change in control shall be considered to have occurred as long as Carso Global Telecom or its current shareholders continue to hold the majority of the Company’s voting shares.

General

In conformity with its credit agreements, the Company is obligated to comply with certain financial and operating commitments. Such covenants limit, in certain cases, the ability of the Company or the guarantor to: pledge assets, carry out certain types of mergers, sell all or substantially all of its assets, and sell control of Telcel.

Such covenants do not restrict the ability of AMX’s subsidiaries to pay dividends or other payment distributions to AMX. The more restrictive financial covenants require the Company to maintain a consolidated ratio of debt to EBITDA (earnings before interest, tax, depreciation and amortization) that does not exceed 4 to 1, and a consolidated ratio of EBITDA to interest paid that is not below 2.5 to 1 (in accordance with the clauses included in the credit agreements). Telmex Internacional is subject to financial covenants of maintaining a ratio of debt to EBITDA that does not exceed 3.5 to 1, and a consolidated ratio of EBITDA to interest paid that is not below 3 to 1 (in accordance with the clauses included in the applicable credit agreements).

Several of the financing instruments of the Company are subject to early extinguishment or re-purchase, at the option of the debt holder in the case that a change in control occurs.

As of December 31, 2012 and 2013, the Company complied with all the conditions established in our debt agreements.

At December 31, 2013, approximately 49% of América Móvil’s total outstanding consolidated debt is guaranteed by Telcel.

b) For the years ended December 31, 2011, 2012 and 2013, the interest income is as follows:

   2011   2012   2013 

Investment interest

  Ps.6,111,798    Ps.3,859,086    Ps.2,925,834  

Derivative financial instruments

   742,102     1,917,514     3,319,489  
  

 

 

   

 

 

   

 

 

 
  Ps.6,853,900    Ps.5,776,600    Ps.6,245,323  
  

 

 

   

 

 

   

 

 

 

c) For the years ended December 31, 2011, 2012 and 2013, the interest expense is as follows:

   2011  2012  2013 

Interest related to debt

  Ps.(19,429,275 Ps.(22,267,771 Ps.(23,950,653

Derivative financial instruments

   ( 1,362,331  ( 2,646,825  ( 6,399,041
  

 

 

  

 

 

  

 

 

 
  Ps.(20,791,606 Ps.(24,914,596 Ps.(30,349,694
  

 

 

  

 

 

  

 

 

 

d) For the years ended December 31, 2011, 2012 and 2013, Valuation of derivatives and other financial items was as follows:

   2011  2012  2013 

Gain (loss) in valuation of derivatives

  Ps.10,889,940   Ps.(5,346,179 Ps.5,921,504  

Capitalized interest expense

   3,845,609    3,152,811    3,002,576  

Commissions

   (1,924,477  (1,931,790  (1,839,467

Interest cost of labor obligations (Note 12)

   (3,430,519  (3,930,342  (3,971,100

Interest expense on taxes

   (2,750,769  (1,386,410  (4,228,155

Loss on partial sale of investment in associated company

   —      (795,028  (896,956

Other financial cost

   (1,882,518  (2,298,770  (3,200,385
  

 

 

  

 

 

  

 

 

 
  Ps.4,747,266   Ps.(12,535,708 Ps.(5,211,983
  

 

 

  

 

 

  

 

 

 

17.20. Commitments and Contingencies

a) Leases

At December 31, 20122013 and 2013,2014, the Company has entered into several lease agreements with related parties and third parties for the buildings where its offices are located (as a lessee), as well as with the owners of premises where the Company has installed radio bases. The lease agreements generally have terms from one to fourteen years.

An analysis of the minimum rental payments for the next five years is shown below. In some cases, rental amounts are increased each year based on the National Consumer Price Index.

At December 31, 2013, theThe Company has the following non-cancelable commitments under finance leases:

 

Year ended December 31

  2012 2013 

2013

  Ps.221,580   Ps.—    

Year ended December 31,

  2013   2014 

2014

   154,516    278,957    Ps.278,957    Ps.—    

2015

   127,019    246,821     246,821     266,026  

2016

   32,557    140,425     140,425     148,350  

2017

   32,557    30,552     30,552     31,319  

2018

   95,680    30,552     30,552     31,319  

2019 and thereafter

    59,814  

2019

   59,814     31,319  

2020 and thereafter

   —       29,994  
  

 

  

 

   

 

   

 

 

Total

   663,909    787,121   787,121   538,327  

Less: amounts representing finance charges

   (83,749  (96,479 (96,479 (67,132
  

 

  

 

   

 

   

 

 

Present value of net minimum lease payments

   580,160    690,642   690,642   471,195  

Less current portion

   205,873    246,598   246,598   244,239  
  

 

  

 

   

 

   

 

 

Long-term obligations

  Ps.374,287   Ps.444,044  Ps.444,044  Ps.226,956  
  

 

  

 

   

 

   

 

 

An analysis of non-cancellable operating leases in the next five years is as follows:

 

Year ended December 31,

        

2014

  Ps.10,494,670  

2015

   7,411,872     10,173,043  

2016

   5,400,645     8,709,551  

2017

   5,072,854     6,453,449  

2018

   4,773,648     6,100,856  

2019 and thereafter

   17,212,837  

2019

   6,268,309  

2020 and thereafter

   14,254,912  
  

 

   

 

 

Total

  Ps.50,366,526  Ps.51,960,120  
  

 

   

 

 

Rent expense for the years ended December 31, 2011, 2012, 2013 and 20132014 was Ps.11,658,034,Ps.16,023,781, Ps.14,800,464 and Ps.16,023,781,Ps.18,925,361, respectively.

b) Commitments

At December 31, 2013,2014, there were commitments in certain subsidiaries for the acquisition of equipment for incorporation into their GSM, 3G and 4G networks for an amount up to approximately US$1,158,0001,113,540 (approximately Ps.15,146,947)Ps.16,771,745). The estimated completion period forof these projects in progress ranges from 3 to 6 months, depending ondepends upon the type of project andfixed assets under construction. In the equipment supplier, as well as the typecase of asset.telephone plants (switching transmission), it takes 6 months on average; for others, it may take more than 2 years.

These commitments will be paid as follows:

 

Less than 1 year

Ps.13,692,84015,161,657  

1 to 3 years

 1,454,1071,610,088  
  

 

 

 

Total

Ps.15,146,94716,771,745  
  

 

 

 

As of December 31, 2013,2014, the Company has outstanding purchase commitments with telephone manufacturers for cellular phones for resale for approximately Ps.3,592.1 millionPs.9,478,000 (US$274.7 million)644,000), for delivery through May 2014.2015.

In addition, the Company’s subsidiary Tracfone has entered into long-term contracts with wireless carriers for the purchase of airtime minutes at current market prices. The purchase commitments are with four carriers, and at December 31, 2013,2014, are as follows:

 

Less than 1 year

Ps.37,381,59442,608,610  

1 to 3 years

 42,743,49628,332,150  
  

 

 

 

Total

Ps.80,125,09070,940,760  
  

 

 

 

c) Contingencies

Mexico

América Móvil

Tax Assessment

In December 2014, the Mexican Tax Administration Service (Servicio de Administración Tributariaor “SAT”), notified the Company, of an assessment of Ps.529.7 million related to its tax return for the fiscal year ended December 31, 2005 and reduced the consolidated tax loss from Ps.8,556 million to zero. This matter is related to the fine imposed to its subsidiary, Sercotel, S.A. de C.V. (“Sercotel”), in the amount of Ps.1,400 million which is mentioned below. The Company has challenged this assessment in federal tax courts, and this challenge is still pending. AMX has not established a provision in the accompanying financial statements for loss arising from this contingency.

Preponderant Economic Agent Determination

In March 2014, each of the Company, Radiomovil Dipsa, S.A. de C.V. (“Telcel”), and Teléfonos de México, S.A.B. de C.V. (“Telmex”), filed injunctions (juicios de amparo) against the resolution issued by the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones or “IFT”), through which said institute determined as “preponderant economic agent” (agente económico preponderante) in the telecommunications market in Mexico an alleged economic interest group comprised by the Company, Telmex, Telcel, Grupo Carso, S.A.B. de C.V., and Grupo Financiero Inbursa, S.A.B. de C.V., imposing certain specific asymmetrical regulations. Resolution of such injunctions is pending. Enforceability of the IFT resolution may not be suspended.

Telcel

COFECO—Monopolistic practices investigations

Radiomovil Dipsa, S.A. de C.V. (“Telcel,”), is the target of two investigations into alleged monopolistic practices originally commenced by the Federal Antitrust Commission (Comisión Federal de Competencia, or COFECO“COFECO”). One concerns alleged actions by Telcel and certain of its distributors in relation to the purchase and sale of cellular phones from and to third parties. COFECO determined that Telcel engaged in anti-competitive behavior, and the agency imposed fines totaling Ps.3.3 million and ordered that Telcel cease the alleged monopolistic practices immediately. Telcel has challenged COFECO’s findings and fines in the courts. No final ruling has been issued. The Company has not established a provision inCOFECO’s findings and fines were upheld by the accompanying financial statements for loss arising from these contingencies.courts. In February, 2015, Telcel paid Ps.5.5 million, which included the amount of the fine, plus corresponding adjustments.

The second investigation concerns alleged monopolistic practices in the mobile termination (interconnection) market. In April 2011, COFECO imposed a fine of Ps.11,989 million against Telcel for alleged monopolistic practices that according to COFECO also constituted a repeat offense. In May 2011, Telcel challenged the fine throughfiled an administrative appealmotion for reconsideration(recurso de reconsideración), before with COFECO and proposed a series of undertakings to COFECO related to the alleged monopolistic practices. In May 2012, COFECO revoked the fine. As a condition to the revocation of the fine, Telcel agreed to comply with the undertakings that it proposed to COFECO. As a result of a constitutional amendment enacted in 2013, the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones or “IFT,”), is responsible for monitoring Telcel’s compliance with respect to such undertakings. Six mobile operators challenged the revocation of the fine through an appeal for relief (juicio de amparo), and four. Four of such proceedings have now been resolved on terms favorable to Telcel.

As partTelcel and the remaining two are pending. One of the operators whose appeal for relief (juicio de amparo) is pending, also filed a judicial proceeding claiming alleged damages arising from the revocation of the fine and the performance of the undertakings agreed upon with COFECO, Telcel issued terms of reference governing interconnection with its network, including mobile termination rates for the period from 2011 to 2014. Such terms are available for all operators terminating calls in Telcel’s network. As a result of changes to the legal regime governing Mexican telecommunications services, the mobile termination rates Telcel will charge during 2014 will be different than those agreed upon with COFECO.proposed by Telcel.

The IFT willis empowered to oversee compliance by Telcel withof the agreed undertakings and, upon undertakings. In the event the IFT considers Telcel has breached any breach by Telcel,such undertakings, the IFT may impose a fine of up to 8% of Telcel’s annual revenues. Telcel is in full compliancebelieves it has complied with all of these undertakings and expects the agreed undertakings.IFT to confirm such compliance.

Mobile termination rates

Mobile termination rates for the years 2005 through 2010 between Telcel and affiliated operators Axtel and Avantel were the subject of a number of legal proceedings. The Supreme Court of Justice (Suprema Corte de Justicia de la Nación) addressed these disputes in a series of rulings during 2012 and early 2013, which generally (i) determined that the Mexican Ministry of Communications and Transportation (Secretaría de Comunicacionesy Transportes or SCT“SCT”), does not have authority to resolve disputes over mobile termination rates,rates; (ii) confirmed that the Federal Telecommunications Commission (Comisión Federal de Telecomunicaciones,, or COFETEL“COFETEL”), has authority to determine mobile termination rates based on its own cost models,models; (iii) for certain periods (2005-2007), confirmed the rates established by COFETEL,COFETEL; and (iv) for other periods (2008-2010), required COFETEL to reissue resolutions determining mobile termination rates between the parties. Such resolutions are still pending.

On March 18, 2015, a settlement agreement has been entered into with Axtel and Avantel. Pursuant to such settlement agreement, certain disputes regarding termination rates and related interconnection matters have been finally settled between Axtel, on the one hand, and Telcel, Teléfonos de México, S.A.B. de C.V. (“Telmex”), and Teléfonos del Noroeste, S.A. de C.V. (“Telnor”), on the other.

As part of the settlement agreement, Axtel and Telcel executed interconnection services agreements. With the execution of these agreements all disputes regarding mobile termination rates and related interconnection proceedings that started in 2005 have been finally settled between the parties. In addition, disputed and outstanding amounts related to mobile termination services for the period from 2005 to 2014 have been paid.

In consideration for the execution of the settlement agreement; the execution of interconnection services agreements with Telcel for the period from 2005 to 2015; the settlement and termination of certain existing disputes and claims with Telcel, Telmex and Telnor; and the assignment to América Móvil of certain litigation rights arising from administrative and judicial proceedings existing between the parties, América Móvil paid Axtel Ps.950 million.

Several mobile operators began proceedings with COFETEL (desacuerdos de interconexión), to establish applicable mobile termination rates and other interconnection conditions for the years 2011 to 2013.2015. COFETEL determined rates for 2011, but not for 2012 and 2013. As a result of changes to the Mexican telecommunications laws, the2011. IFT is now responsible for determiningdetermined rates for 2012, andbut has yet to determine mobile termination rates for 2013 in connection with the proceedings (desacuerdos de interconexión) in which Telcel is a party. In proceedings (desacuerdos de interconexión) in which other operators are parties thereof, the IFT has determined an applicable mobile termination of Ps.0.3144 for 2013. Such resolutions are still pending.

On March 26, 2014, the IFT issued a resolution imposing on Telcel a specified asymmetric interconnection rate it must charge to all operators for traffic to Telcel’s network for the period commencing on April 6 and ending on December 31, 2014. The rate was reduced from Ps.0.3490 to Ps.0.2045. Telcel has filed an appeal for relief (juicio de amparo), against the IFT’s resolution.

ReductionAs a result of the entering into force of the Federal Law on Telecommunications and Broadcasting (Ley Federal de Telecomunicaciones y Radiodifusión), the preponderant economic agent in the telecommunication sector (comprised, among others, by the Company, Telcel and Telmex), is precluded from charging other operators for traffic terminating in its network, but is required to pay termination rates for the traffic originated on its network. Although Telcel has challenged such gratuitous asymmetric regime in courts, the enforceability of such regime is not subject of being suspended.

Telcel has begun proceedings in order to determine the mobile termination rates it must pay to other operators for the years 2015 and any2016. In accordance with applicable legislation, the parties have 60 days to agree upon such rates. Upon expiration of such term, either party may begin proceedings (desacuerdos de interconexión), with IFT to establish applicable mobile termination rates.

Any potential disparity between the mobile termination rates made available by Telcel to other operators and the rates to be established by the IFT for the years 2012 to 2013 may give rise to contractual claims among Telcel and other operators for reimbursement or payment, as the case may be, of amounts paid or owed between Telcel and such operators. The

Likewise, the Company expects that these mobile termination rates, as well as other rates applicable to mobile interconnection (such as transit), will continue to be the subject of litigation and administrative proceedings. The Company cannot predict when or how these matters will be resolved. The competitive and financial effects of any resolution could be complex and difficult to predict.

TheAs of December 31, 2014, the Company has established provisions in the accompanying financial statements for the losses AMX considersconsidered probable and estimable at such date for approximately Ps.2,500 million, but the Company cannot estimate the amount of possible loss.million.

Short Message Services (SMS)—Rates

On March 26, 2014, the IFT issued a resolution imposing on Telcel a specified SMS termination rate it must charge to all mobile operators for the period commencing on April 6 and ending on December 31, 2014. The rate was reduced from Ps.0.1537 to Ps.0.0391. Telcel has filed an appeal for relief (juicio de amparo), against the IFT’s resolution.

As a result of the entering into force of the Federal Law on Telecommunications and Broadcasting, the preponderant economic agent in the telecommunication sector (comprised, among others, by the Company, Telcel and Telmex), is precluded from charging other operators for SMS terminating in its network, but is required to pay termination rates for the traffic originated on its network. Although Telcel has challenged such gratuitous asymmetric regime in courts, the enforceability of such regime is not subject of being suspended.

Telcel has begun proceedings in order to determine the mobile termination rates it must pay to other operators for SMS. In accordance with applicable legislation, the parties have 60 days to agree upon such rates. Upon expiration of such term, either party may begin proceedings (desacuerdos de interconexión) with IFT to establish applicable mobile termination rates.

Short Message Services (SMS)—Royalties

The Mexican Tax Administration Service (Servicio de Administración Tributariaor “SAT,”), notified Telcel of tax assessments totaling Ps.320 million alleging nonpayment of royalties for revenues generated by short message services during 2004 and 2005. The SAT is alleging that Telcel owes such amounts because short message services constitute concessioned services. AMXTelcel has challenged the assessments on the

grounds that short message services are value-added services that are not concessioned services. In other proceedings,

COFETEL and more recently its successor, the IFT, have ruled that short text messages are subject to the interconnection regulatory regime and that such services do not constitute value-added services and are therefore concessioned services. AMXTelcel has established a provision in the accompanying financial statements for the loss arising from these contingencies that the Company considers probable.

Trademarks Tax Assessments

In 2006 and 2007, the SAT notified Telcel and the Company of assessments related to the deduction in 2003 of certain trademark payments, which the SAT asserted should have been taken over the course of several years and not in a single year. These claims were settled in 2013.

In December 2007, the SAT notified Telcel of an assessment of Ps.453.6 million (Ps.243.6 million plus adjustments, fines and late fees), in connection with a deduction of certain advertising expenses in 2004. SAT took the position that the payments of advertising expenses were not deductible because Telcel also paid royalties relating to the same trademarks. In July 2011, SAT notified the Company of an assessment of Ps.773.0 million (Ps.292 million plus adjustments, fines and late fees), related to the same payments described in the December 2007 assessment above. Under the consolidation regime applicable in Mexico at the time, Telcel was permitted to take up to 40% of the deduction, while the parent company was permitted to take the remaining 60%. This July 2011 assessment relates to the Company’s portion of the deduction. These claims were settled in 2013.

Class Actions

The Federal Consumer Bureau (Procuraduría Federal del Consumidor,, or Profeco“Profeco”), filed an action similar to a class action in Mexican courts on behalf of customers who filed complaints before it, alleging deficiencies in the quality of Telcel’s network in 2010 and breach of customer agreements. If the action is resolved in favor of Profeco, Telcel’s customers would be entitled to compensation for damages.

Beginning in 2012, Mexican Law provides for class actions seeking compensation. These class actions may arise from antitrust, consumer, data and privacy protection issues, as well as administrative, criminal and environmental violations, and may be filed by the competent authorities or the affected groups.

Five class actions have been initiated against Telcel (i) three are related to quality of service and were filed by consumers; (ii) one also filed by consumers is related to quality of service, but in addition compares wireless voice, data and broadband international rates claiming that rates offered by Telcel are higher than international comparable rates; and (iii) one was filed by Profeco and relates to a network technical malfunction that occurred in January 2013.

The Company currently does not have enough information to determine whether these class actions could have an adverse effect on our business and results of operations if they are resolved against us. Consequently, Telcel has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Carso Global Telecom

In November 2010, the SAT notified Carso Global Telecom, S.A. de C.V. (“CGT”), of an assessment of Ps.3,392 million related to the change in the scope of fiscal consolidation in 2005. SAT alleges that this change generated a reduction in the participation of CGT in its subsidiaries, resulting in increased income taxes. CGT has challenged this assessment in federal tax courts, and this challenge is still pending. AMX has not established a provision in the accompanying financial statements for loss arising from this contingency.

Sercotel

In August 2011, SAT notified Sercotel, S.A. de C.V. (“Sercotel”), of an assessment of Ps.6,308 million related to withholding taxes, interest payments and certain income that SAT contends should have been reported

at Sercotel in 2005. Sercotel paid Ps.118 million related to withholding taxes and interest payments and challenged the portion of the assessment related to the income reporting in an administrative appeal with the tax authority. In 2013, Sercotel obtained a partial favorable resolution, and the SAT reduced the amount of the assessment considerably. In May 2013, Sercotel invoked the benefits derived froma tax amnesty program (programa de amnistía fiscal)offered by SAT and settled the claim.

In March 2012, SAT notified Sercotel and the Company of a fine of approximately Ps.1,400 million because of the SAT’s objection to the allegedly improper tax implications of the transfer of certain accounts receivable from one of the Company’s subsidiaries to Sercotel. AMX challenged the fine by filing an administrative appeal with the tax authority which is still pending. The Company also expects SAT will issue tax assessments of Ps.2,750 million relating to the same matter.

In December 2012, SAT notified Sercotel of an assessment of Ps.4,824 million related to income that SAT contends should have been reported at Sercotel in 2006. Sercotel challenged the assessment related to the taxability in an administrative appeal with the tax authority. In 2013, Sercotel obtained a partial favorable resolution, and the SAT reduced the amount of the assessment considerably. In May 2013, Sercotel invoked the benefits derived froma tax amnesty program (programa de amnistía fiscal)offered by the SAT and settled the claim.

The Company has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Telmex

COFECO/IFT—Monopolistic practices investigations

Teléfonos de México, S.A.B. de C.V. (“Telmex”) and Teléfonos del Noroeste, S.A. de C.V. (“Telnor,”), are the target of three investigations into alleged monopolistic practices originally commenced by COFECO. In the first two investigations, it was determined that Telmex and Telnor engaged in monopolistic practices in the fixed-network interconnection services market. Telmex and Telnor have filed legal proceedings (including an appeal for relief(juicio de amparo), against these rulings and their cases are pending resolution. In the third investigation, in February 2013 COFECO determined that Telmex and Telnor engaged in monopolistic practices in the wholesale market for dedicated-link leasing (local and domestic long-distance). Telmex and Telnor challenged that resolution and their cases are still pending.

AMX cannot predict when or how these investigations will be resolved. The competitive and financial effects of any final findings by the IFT could be complex and difficult to predict. They may include monetary fines or additional regulations or restrictions that may limit our flexibility and our ability to adopt competitive market policies, any of which could materially reduce Telmex and Telnor’s revenues in future periods.

AMX has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Proceedings Concerning Telmex’s Relationship with Dish México

As previously disclosed, in November 2008, Telmex entered into several agreements with Dish México, S. de R.L. de C.V. (“Dish México”), and its affiliates, which operate a DTH Pay TV system in Mexico, pursuant to which Telmex is currently providing billing and collection services, among others. SubjectAs announced in July 2014, Telmex waived its rights arising from the option agreement related to obtaining specific government authorizations, Telmex could invest directly in a joint venture withthe purchase of 51% of the shares representing the capital stock of Dish México.

AMX and Telmex havehas been subject to investigations in the past related to these arrangements. Recently, theywe have received new inquiries from governmental authorities on this subject, including inquiries from the IFT and the Mexican National Banking and Securities Commission(Comisión Nacional Bancaria y de Valores orCNBV”). Although, in the Companycase of América Móvil, and from both the CNBV and the IFT, in the case of Telmex.

In January 2015, Telmex was notified of a resolution issued by the IFT imposing a fine for an amount of Ps.14.4 million on the grounds that an alleged merger (concentración) between Telmex and Dish was not notified in November 2008. Telmex has filed an appeal for relief(juicio de amparo) against this resolution and the case is still pending. The inquiry received from the CNBV is pending and AMX cannot predict the outcome of these inquiries,such inquiry.

Notwithstanding the above, AMX is confident that our

actions in connection with our relationship with this customer have been appropriate in all respects, because the arrangements were limited to providing services, providing financial support (in the form of leasing equipment and committing to locate fallback financing) and agreeing to purchase and sale options that could result in Telmex investing in the customer if specified regulatory conditions were met, including the approval from the relevant competent authorities. The Company does not believe these arrangements have at any time been material to our results, our financial condition or our compliance with our regulatory obligations.

However, the 2013 constitutional amendments prohibit a preponderant economic agent from obtaining direct or indirect benefit from the free of charge mandatory “must offer, must carry” rules for cable television providers. In March 2014, the IFT determined that Telmex is part of an economic group that is a preponderant economic agent, and consequently Telmex may not benefit from these rules. We will ensure that Telmex does not benefit from any application of the “must offer, must carry” rules.

AMX has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Brazil

Claro Brasil and Americel

Anatel Inflation-Related Adjustments

TheIn August 2014, the Brazilian National Telecommunications Agency (Agência Nacional de Telecomunicações, or “Anatel”), challenged approved the calculationCompany’s proposal for a corporate reorganization of inflation-related adjustments due under the agreements it had with Tess,certain of its subsidiaries in Brazil, aiming, among other purposes, to simplify their corporate structure and to reduce their operational costs. The reorganization became effective in December 2014, and, as a result, Empresa Brasileira de Telecomunicações S.A. (“TessEmbratel”), and ATL-Telecom Leste,Embratel Participações S.A. (“ATLEmbrapar”), two of our Brazilian subsidiaries that were and Net Serviços Comunicação, S.A. (“Net Serviços”) merged with and into Claro Brasil, S.A. (“Claro Brasil”), which assumed their rights. Claro Brasil is the legal successor of Embrapar, Embratel and obligations.

UnderNet Serviços, but for reference purposes, this note will indicate the agreements with Anatel, 40% of the concession price was due upon execution and 60% was dueentity involved in three equal annual installments (subject to inflation-related adjustments and interest), beginning in 1999. The companies made all payments, but Anatel challenged the companies’ calculation of the inflation-related adjustments relatedeach matter prior to the payment corresponding to 60% of the concession price,merger.

Tax Matters

ICMS

The Brazilian State Revenue Services have issued multiple tax assessments against Claro Brasil and Americel S.A. (“Americel”), alleging that such calculation resultedthey improperly claimed certain tax credits under the state value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or “ICMS”) regime in a shortfall, and requesting additional payment. The amount of this shortfall and the method used to calculate monetary correction are subject to judicial disputes.

The companies filed declaratory and consignment actions seeking resolution of the disputes. The court of first instance ruled against ATL’s declaratory suit in October 2001 and ATL’s consignment action in September 2002. Subsequently, ATL filed appeals, which are still pending. Similarly, the court of first instance ruled against Tess’ consignment action in June 2003 and against Tess’ filing for declaratory action in February 2009. Tess also filed an appeal, which is still pending.

In December 2008, Anatel charged Tess approximately Ps.1,501 million (approximately R$269 million). Tess obtained an injunction from the Federal Court of Appeals suspending payment until the pending appeal is resolved. Similarly, in March 2009, Anatel charged ATL approximately Ps.1,066 million (approximately R$191 million). ATL also obtained an injunction from the Federal Court of Appeals suspending payment until the pending appeal is resolved. In April 2013, the appeal filed by ATL with respect to the declaratory suit was denied, and Claro Brasil filed a new appeal.

each Brazilian state. The Company calculatedis contesting these tax assessments in multiple separate proceedings, first at the administrative level and then in the judicial courts, and these proceedings are at various stages. The Company has received rulings in some of these cases, including some that are unfavorable, which the Company has appealed. As of December 31, 2014, the total

amount of the shortfall based on a specific method and certain assumptions. If other methods or assumptions are used, the amount of damages may increase. In December 2013, Anatel calculated monetary correction in a total amount of Ps.8,317tax assessments is approximately Ps.17,820 million (approximately R$1,4903,216 million).

, including fines and interest. The Company has established a provision of Ps.3,215Ps.637 million (approximately R$576115 million), in the accompanying financial statements for lossthe losses arising from these contingencies which AMXthat the Company considers probable.

Embratel, Primesys Soluções Empresariais S.A. (“Primesys”), Embratel TVSAT Telecomunicações S.A. (“TV SAT”) and Telmex Do Brasil Ltda. (“TdB”) received assessments in the amount of Ps.8,184 million (approximately R$1,477 million), from the tax authorities related to nonpayment of ICMS and alleged ICMS tax credits improperly claimed. The Company is contesting these tax assessments in multiple separate proceedings at the administrative level and in the judicial courts. These proceedings are in different stages, and the Company cannot predict the timing of a final outcome. The Company has established a provision of Ps.272 million (approximately R$49 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Consumer Protection Lawsuit (DPDC)

In July 2009,Star One S.A. (“Star One”), has received tax assessments in the Brazilian Federal and State Prosecutor Office, along withamount of Ps.14,118 million (approximately R$2,548 million), mainly based on the Consumer Protection and Defense Agency and other Brazilian consumer protection agencies, initiated a lawsuit against Claro Brasil allegingallegation that it has violated certain regulations governing the provision of telecommunications services.satellite capacity is subject to ICMS tax. The amount claimedCompany is contesting these tax assessments in multiple separate proceedings and has obtained two appealable favorable judicial decisions in two proceedings by second degree Brazilian Courts. A resolution is pending for the plaintiffs is Ps.1,675 million (approximately R$300 million). In September 2013,majority of the relevant court ruled against Claro Brasil, and awarded the plaintiff Ps.167 million (approximately R$30 million). The plaintiffs and Claro Brasil challenged the ruling and those challenges are still pending.

proceedings. The Company has not established a provision in the accompanying financial statements to cover lossthe losses arising from this contingency.

In 2011 and 2013, Net Serviços was assessed by the Secretary of the Treasury of the State of São Paulo over a tax benefit derived from reducing its ICMS tax base, alleging that Net Serviços did not include revenues from the rental of equipment (locação de equipamento) in the ICMS base. The amount of this assessment as of December 31, 2014, was Ps. 2,671 million (approximately R$482 million). The tax authority claims that from (i) January 2008 to November 2009; and (ii) January 2010 to December 2011, Net Serviços should have paid the ICMS on Pay TV services revenues at a rate of 25% instead of the rate of 10% actually applied by Net Serviços. In the tax authority’s view, Net Serviços could not benefit from the rate reduction allowed by ICMS Agreement No.57/99 because Net Serviços did not include the rental of equipment in its revenues. Net Serviços based its calculation on the interpretation of the Brazilian Superior Court that the rental of equipment shall not be confused with a subscription TV service, and therefore cannot be taxed by ICMS and, consequently, Net Serviços should not lose such tax benefit. However, there is no specific precedent at the administrative or judicial levels on the issue, and it is not possible to predict the outcome of this matter. The Company has established a provision in the accompanying financial statements.

In 2008 and 2010, Net Brasília Ltda. (“Net Brasília”), a Net Serviços subsidiary, received tax assessment notices from the State Internal Revenue of the Distrito Federal in the amount of Ps.1,141 million (approximately R$155 million and R$51 million), respectively, as of December 2014, relating to the ICMS tax. The tax authority claims that during the period from January 2003 to June 2009 Net Brasília should have paid the ICMS on Pay TV services revenues at a rate of 25% instead of the rate of 10% actually applied by Net Brasília. In the tax authority’s view, the rate reduction benefit allowed by ICMS Agreement No. 57/99 expired on December 31, 2001. In connection with this matter in November 2014, the State of Distrito Federal enacted a law to exempt most part of ICMS if the taxpayers agreed to voluntarily pay the charged values. The exemption was so relevant that, even though the probability of loss was classified as possible, it was interesting to enter into this exemption program. The benefit caused a reduction of 96% of the tax assessment. In December 2014, Net Brasília paid Ps.72 million (approximately R$13 million) pursuant to an exemption under 2014 state legislation and closed both cases.

In October 2002, Net Rio Ltda. (“Net Rio”), a Net Serviços subsidiary, received a tax assessment notice from the State Tax Authority of the State of Rio de Janeiro in the amount of Ps.1,468 million (approximately R$265 million) relating to the ICMS tax. The tax authority alleged that, as a result of delays in the payment of its ICMS tax during the period from November and December 2001, Net Rio lost its rate reduction benefit until September 2002. Net Rio has recorded liabilities related to the period from November and December 2001 in the amount of Ps.211 million

(approximately R$38 million). Based on analysis performed by legal counsel after an unfavorable decision from the lower court, Net Rio made an additional provision to the period from January to September 2002 in the amount of Ps.1,468 million (approximately R$265 million), as of December 2014.

IRPJ/ CSLL

In December 2014, the Brazilian Federal Revenue Service has issued tax assessment regarding goodwill amounts amortized by Claro Brasil between 2009 and 2012, charging Corporate Income Tax (Imposto sobre Renda de Pessoa Jurídica, or “IRPJ”), Social Contribution on Net Profit (Contribuição Social Sobre o Lucro Líquido, or “CSLL”) and penalties due to the late payment of the taxes. The total amount of the tax assessment is approximately Ps.8,771 million (approximately R$1,583 million). This contingency whichis considered possible and the Company doeshas not considerestablished a provision in the accompanying financial statements to cover losses arising from it.

Claro Brasil has other ongoing tax litigations in the amount of Ps.272 million (approximately R$49 million), related to IRPJ and CSLL. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Embratel, Star One and Embrapar have other ongoing tax litigations in the amount of Ps.3,912 million (approximately R$706 million), mainly related to alleged incorrect tax deductions for purposes of IRPJ and CSLL. The Company has established a provision of Ps.1,801 million (approximately R$325 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

In 2009, Net São Paulo Ltda., a Net Serviços subsidiary that merged into Net Serviços in 2013, received a tax assessment issued by the Brazilian Internal Revenue Service questioning part of the expenses considered as deductible in the calculation of IRPJ and CSLL from 2004 to 2008, amounting to Ps.3,031 million (approximately R$547 million). In October 2010, a first instance decision reduced this amount to Ps.2,056 million (approximately R$371 million). As of December 31, 2014, the total amount in dispute is Ps.2,638 million (approximately R$476 million). The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

In 2012 and 2013, Net Serviços received other tax assessments in the amount of Ps.765 million (approximately R$138 million) issued by the Brazilian Internal Revenue Service questioning part of the expenses considered as deductible in the calculation of IRPJ and CSLL from 2007 to 2008. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

In 2014, theRefis da Copa law was enacted to partially exempt the taxes contested in legal proceedings if the taxpayers agreed to voluntarily pay the charged values with cash and tax credits arising from IRPJ and CSLL carry forwards. Pursuant to such law, in 2014 Net Serviços paid an amount of Ps.659 million (approximately R$119 million) closing the assessments received in 2009, 2012 and 2013 and representing an 80.6% reduction of the tax assessments’ updated amount.

Net Serviços has other ongoing tax litigations in the amount of Ps.471 million (approximately R$85 million), related to IRPJ and CSLL. The Company has established a provision of Ps.100 million (approximately R$18 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Tax assessments against Americel and Claro Brasil (PIS/COFINS)PIS/COFINS

In December 2005, the Brazilian Federal Revenue Service issued tax assessments against Claro Brasil and Americel in respect of PIS (Programa de Integração Social, or “PIS) and COFINSBrazilian Social Welfare Tax for Service Export Security (Contribuição para o Financiamento da Seguridade Social, or “COFINS) taxes (which are levied on gross revenue), for 2000 through 2005. In addition, in March 2006, the Brazilian Federal Revenue Service issued tax assessments against ATL-Telecom Leste, S.A. (“ATL”), related to certain tax deductions taken by ATL in connection with its PIS and COFINS obligations. As discussed above,below, Claro Brasil is the corporate successor to ATL.

In January 2011, the Brazilian Federal Revenue Service issued tax assessments against Claro Brasil regarding allegedly improper offsetting of certain tax deductions claimed by Claro Brasil in connection with its PIS and COFINS obligations. The total amount of these tax assessments, which Americel and Claro Brasil are contesting in pending challenges, was Ps.7,898Ps.8,417 million (approximately R$1,4151,519 million), including fines and interest as of December 31, 2013.2014. The Company has established a provision of Ps.48Ps.50 million (approximately R$8.69 million), in the accompanying financial statements for the losslosses arising from these contingencies that AMXthe Company considers probable.

Separately, Claro Brasil and Americel have commenced lawsuits against the Brazilian Federal Revenue Service seeking a ruling on constitutional grounds that they may exclude state value added tax (ICMS) payments and interconnection fees from the base used to calculate PIS and COFINS tax obligations. Pending a final ruling and pursuant to applicable Brazilian procedure, the Company paid tax based on its position in the lawsuit, and established a provision for the disputed amounts. TheAs of December, 31, 2014, the total amount in dispute was approximately Ps.9,054Ps.10,822 million (approximately R$1,6221,953 million).

Embrapar, Embratel,ICMS Tax Credits

The Brazilian Federal Revenue Service has issued multiple tax assessments against Claro Brasil and Americel alleging that they improperly claimed certain tax credits under the state value added tax (Imposto sobre OperaçCenter Comunicações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de ComunicaçãoLtda. or “ (“ICMSBrasil Center”) regime in each Brazilian state.and TdB have tax contingencies of Ps.122 million (approximately R$22 million), mostly related to the contributions of PIS prior to 1995, which the tax authorities allege were incorrectly offset. The Company is contesting all of these tax assessments in multiple separate proceedings first at the administrative level and thenthat are in the judicial courts, and these proceedings are at variousdifferent stages. AMX has received rulingsnot established a provision in somethe accompanying financial statements and does not consider any loss to be probable.

Embrapar, Embratel, Brasil Center and TdB have tax contingencies of these cases, including some that are unfavorable, which the Company has appealed. The total amount of the tax assessments is approximately Ps.15,417Ps.1,319 million (approximately R$2,762238 million), including fines and interest as of December 31, 2013.2014, related to the payment of COFINS. The Company is contesting these tax assessments in proceedings that are in different stages. The Company has established a provision of Ps.977Ps.61 million (approximately R$17511 million), in the accompanying financial statements for the losslosses arising from these contingencies that the Company considers probable.

FUST and FUNTTEL Funding

Anatel has issued tax assessments against Claro Brasil and Americel totaling Ps.7,165 million (approximately R$1,293 million), relating to alleged underpayment of their funding obligations for the Telecommunications System Universalization Fund (Fundo de Universalização dos Serviços de Telecomunicações, or “FUST”) and the Telecom Technologic Development Fund (Fundo para o Desenvolvimento Tecnológico das Telecomunicações, or “FUNTTEL”) from 2006 to 2010. The assessments claim that interconnection and activation fee revenues should not have been excluded from the basis used to calculate funding obligations. Claro Brasil and Americel have challenged the tax assessments, and the challenges are still pending. The Company has not made a provision in the accompanying financial statements to cover losses arising from this contingency.

Anatel and the Brazilian Ministry of Communications (Ministério das Comunicações, or MINICOM) have issued tax assessments against Embratel, Star One and Primesys totaling Ps.8,400 million (approximately R$1,516 million), relating to alleged underpayment of their funding obligations for FUST, from 2001 to 2012, and FUNTTEL, from 2001 to 2010. The assessments claim that interconnection and other revenues should not have been excluded from the basis used to calculate funding obligations. The companies have challenged the tax assessments, and such challenges are pending. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies. The Company has made a judicial deposit in the amount of Ps.970 million (approximately R$175 million) related to part of the contingencies relating to FUST.

ISS

The Municipal Revenue Services have issued tax assessments against Embratel, Primesys, Brasil Center and TdB totaling Ps.5,098 million (approximately R$920 million) arising from nonpayment of Brazilian Services Tax (Imposto sobre Serviços, or “ISS”) in connection with the provision of certain services. The companies have challenged the tax assessments on the grounds that such services are not subject to ISS tax, and the challenges are pending. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Net Serviços has contingencies related to ISS (Municipality of Santo André and Campinas) in the amount of Ps.853 million (approximately R$154 million) as of December 31, 2014, unduly charging ISS over telecommunication services (subject to ICMS). Due to an unfavorable judicial decision the probability of loss was reclassified as possible. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Claro Brasil has others ongoing tax assessments related to ISS in the amount of Ps.199 million (approximately R$36 million) as of December 31, 2014, most related to ISS over certain services considered by Claro Brasil as non- taxable. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

EBC Funding

Claro Brasil, Embratel and Americel have filed an injunction challenging a federal law that created the Brazilian Communication Company (Empresa Brasileira de Comunicação, or “EBC”) that is to be partially funded by mobile operators. If Claro Brasil and Americel are unsuccessful in their challenge, the total amount they would be required to contribute to EBC through December 31, 2014 is approximately Ps.2,643 million (approximately R$477 million). The Company has made a judicial deposit in this amount. The Company has established a provision of Ps.2,593 million (approximately R$468 million), in the accompanying financial statements for losses arising from this contingency which the Company considers probable.

TFI—Installation Inspection Fee

Anatel charged Claro Brasil and Americel the amount of Ps.10,157 million (approximately R$1,833 million) as of December 31, 2014, related to the installation inspection fee (Taxa de Fiscalização de Instalação, or “TFI”) allegedly due for the renewal of radio base stations and handsets. Claro Brasil and Americel have challenged the amount charged, arguing that there was no new equipment installation that could lead to this charge, and the challenges are still pending. The Company has not established a provision in the accompanying financial statements and does not consider any loss to be probable.

Imposto sobre Operações Financeiras (IOF)

Net Serviços and its controlled companies have centralized cash management and cash transfers made under a current intercompany account. Management determined that such transfers are not subject to financial transaction tax IOF charges. However, the Federal Revenue Service may deem such transfers to be inter-company loans. In the event such transfers are deemed to be inter-company loans, the Company may be subject to IOF, on the amount of the loans. IOF applies to loans between non-financial entities at a maximum rate of 1.5% per year where the principal amount and the term for repayment is fixed, and at a daily rate of 0.0041% on the outstanding balance, without limit on the total amount of tax payable, if the principal amount of the loan is not fixed. In view of certain adverse court decisions as to the applicability of this law, the Company has established a provision of Ps.355 million (approximately R$64 million) as of December 31, 2014.

Tax Credit for Income Tax Withheld Abroad

The Brazilian Federal Revenue Service has issued tax assessments in the amount of Ps.1,937Ps.1,923 million (approximately R$347 million), against Claro Brasil alleging that it incorrectly offset tax withheld in other

countries against some of its Brazilian tax obligations. During 2011, Claro Brasil terminated its challenge with respect to Ps.1,379Ps.1,369 million (approximately R$247 million), in tax assessments and paid those amounts to the Brazilian Federal Revenue Service, to preserve the right to offset the foreign tax withheld related to such tax assessments against its Brazilian tax obligations in future years. The total amount of the tax assessments that Claro Brasil is contesting as of December 31, 20132014 is approximately Ps.614Ps.648 million (approximately R$110117 million). The Company has not made a provision in the accompanying financial statements to cover losslosses arising from this contingency.

EBC FundingOther tax contingencies

Claro Brasil and Americel have filed an injunction challenging a federal law that created the Brazilian Communication Company (Empresa Brasileira de Comunicação or “EBC”) that is to be partially funded by mobile operators. If Claro Brasil and Americel are unsuccessful in their challenge, the total amount they would be required to contribute to EBC throughAs of December 31, 2013 is approximately Ps.2,4062014, the Company’s Brazilian subsidiaries are engaged in a number of additional administrative and legal proceedings challenging tax assessments, as summarized below:

Claro Brasil and Americel have other on-going tax litigations in the total amount of Ps.704 million (approximately R$127 million) as of December 31, 2014, mostly related to the Brazilian Economic Intervention Contribution (Contribuição de Intervenção no Domínio Econômico or “CIDE”), the public price concerning the administration of numbering resources (Preço Público Relativo à Administração dos Recursos de Numeração, or “PPNUM”) and import taxes (Imposto de Importação, or “II”). The Company has established a provision of Ps.78 million (approximately R$14 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, Star One, TdB, and Primesys have other ongoing tax litigations in the amount of Ps.2,261 million (approximately R$408 million), mainly related toInstituto Nacional do Seguro Social, or “INSS”,Imposto Sobre Produtos Industrializados, or “IPI”, CPMF and the offsetting of IRPJ, COFINS, CSLL and Brazilian Foreign Paid Income Tax (Imposto de Renda Retido na Fonte, or “IRRF”) against allegedly improper IRPJ credits. The Company has established a provision of Ps.55 million (approximately R$10 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel was fined Ps.1,773 million (approximately R$431320 million). AMX has made a judicial deposit by the Brazilian Federal Revenue Service for not making certain filings in this amount.the correct form from 2002 through 2005. The Company has established a provision of Ps.2,406 million (approximately R$431 million), in the accompanying financial statements for loss arising fromis contesting this contingency, which AMX considers probable.

FUST and FUNTTEL Funding

Anatel has issued tax assessments against Claro Brasil and Americel totaling Ps.5,805 million (approximately R$1,040 million), relating to alleged underpayment of their funding obligations for the Telecommunications System Universalization Fund (Fundo de Universalização dos Serviços de Telecomunicações or “FUST”) and the Telecom Technologic Development Fund (Fundo para o Desenvolvimento Tecnológico das Telecomunicações or “FUNTTEL”) from 2006 to 2010.fine on various grounds. The assessments claim that interconnection and activation fee revenues should not have been excluded from the basis used to calculate funding obligations. Claro Brasil and Americel have challenged the tax assessments, and the challenges are still pending. The Company has not made a provision in the accompanying financial statements to cover loss arising from this contingency.

TFI—Installation Inspection Fee

Anatel charged Claro Brasil and Americel the amount of Ps.8,032 million (approximately R$1,439 million) as of December 31, 2013, related to the installation inspection fee (Taxa de Fiscalização de Instalação or “TFI”) allegedly due for the renewal of radio base stations and handsets. Claro Brasil and Americel have challenged the amount charged, arguing that there was no new equipment installation that could lead to this charge, and the challenges are still pending. AMX has not established a provision in the accompanying financial statements to cover losses arising from this contingency.

Embrapar, Embratel, Star One and does not consider any loss to be probable.

Other tax contingencies

Claro Brasil and AmericelTdB have other on-going tax litigationsreceived assessments in the total amount of Ps.1,189Ps.1,435 million (approximately R$213259 million) as of December 31, 2013, mostly, mainly related to allegedly nonpayment of the Brazilian Services Tax (Imposto sobre Serviços or “ISS”), Brazilian Economic Intervention Contribution (Contribuição de Intervenção no Domínio Econômico or “CIDE”), income tax (Imposto da Renda or “IR”), social contribution on net income (Contribuição Social sobre o Lucro Líquido or “CSLL”), public price concerning the administration of numbering resources (Preço Público Relativo à Administração dos Recursos de Numeração or “PPNUM”)IRRF and import tax (Imposto de Importação or “II”).CIDE and overpayments related to outbound traffic. The Company is challenging those assessments in administrative and judicial proceedings. The Company has established a provision of Ps.104Ps.11 million (approximately R$18.62 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Regulatory Matters

Anatel Inflation-Related Adjustments

Anatel challenged the calculation of inflation-related adjustments due under the agreements it had with Tess, S.A. (“Tess”), and ATL, two of our Brazilian subsidiaries that were merged with and into Claro Brasil, which assumed their rights and obligations.

Under the agreements with Anatel, 40% of the concession price was due upon execution and 60% was due in three equal annual installments (subject to inflation-related adjustments and interest), beginning in 1999. The companies made all payments, but Anatel challenged the companies’ calculation of the inflation-related adjustments related to the payment corresponding to 60% of the concession price, alleging that such calculation resulted in a shortfall, and requesting additional payment. The amount of this shortfall and the method used to calculate monetary correction are subject to judicial disputes.

The companies filed declaratory and consignment actions seeking resolution of the disputes. The court of first instance ruled against ATL’s declaratory suit in October 2001 and ATL’s consignment action in September 2002. Subsequently, ATL filed appeals, which are still pending. Similarly, the court of first instance ruled against Tess’ consignment action in June 2003 and against Tess’ filing for declaratory action in February 2009. Tess also filed an appeal, which is still pending.

In December 2008, Anatel charged Tess approximately Ps.1,491 million (approximately R$269 million). Tess obtained an injunction from the Federal Court of Appeals suspending payment until the pending appeal is resolved. Similarly, in March 2009, Anatel charged ATL approximately Ps.1,058 million (approximately R$191 million). ATL also obtained an injunction from the Federal Court of Appeals suspending payment until the pending appeal is resolved. In April 2013, the appeal filed by ATL with respect to the declaratory suit was denied, and Claro Brasil filed a new appeal.

The Company calculated the amount of the shortfall based on a specific method and certain assumptions. If other methods or assumptions are used, the amount of damages may increase. In September 2014, Anatel calculated monetary correction in a total amount of Ps.8,866 million (approximately R$1.6 billion).

The Company has established a provision of Ps.3,302 million (approximately R$596 million), in the accompanying financial statements for the losslosses arising from these contingencies that AMXwhich the Company considers probable.

Other civil and labor contingenciesConsumer Protection Lawsuit (DPDC)

In July 2009, the Brazilian Federal and State Prosecutor Office, along with the Consumer Protection and Defense Agency and other Brazilian consumer protection agencies, initiated a lawsuit against Claro Brasil alleging that it has violated certain regulations governing the provision of telecommunications services. The amount claimed by the plaintiffs is Ps.1,662 million (approximately R$300 million). In September 2013, the relevant court ruled against Claro Brasil, and its subsidiaries are also party to other claims inawarded the amount of Ps.9,260plaintiff Ps.166 million (approximately R$1,65930 million), including claims filed by its telephone service customers. The plaintiffs and claims relating to

Claro Brasil challenged the ruling and those challenges are still pending.

environmental matters. The Company is contesting the cases, which are in various stages. The Company has not established a provision of Ps.575 million (approximately R$103 million), in the accompanying financial statements for the lossto cover losses arising from these contingencies that AMX considersthis contingency, which the Company does not consider probable.

Claro Brasil and its subsidiaries are party to labor claims in the amount of Ps.5,498 million (approximately R$985 million), filed by its current and former employees, alleging compensation for pension and other social benefits, overtime work, outsourcing and equal pay. The Company has established a provision of Ps.737 million (approximately R$132 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Disputes with third parties

Claro Brasil and Americel are parties to certain disputes with third parties in connection with former sales agents, class actions (ACP’s), real estate issues, and other matters in the aggregate amount of Ps.2,757 million (approximately R$494 million). The Company has established a provision of Ps.81 million (approximately R$14.6 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Administrative proceedings (PADOs)

Anatel filed several administrative proceedings (Procedimentos Administrativos de Descumprimento de Obrigaçãoor “PADOs”), against Claro Brasil in the amount of Ps.586 million (approximately R$105 million), because of alleged noncompliance with quality targets set by Anatel. The Company is contesting the PADOs on various grounds. The Company has established a provision of Ps.363 million (approximately R$65 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Embrapar and subsidiaries

Implementation of the new national domestic telephone number system

As a result of alleged service disruptions caused during the implementation of a new domestic dialing system in 1999, Embratel was fined by Anatel and DPDC, and several class actions were initiated against it. The aggregate total amount of these contingencies is Ps.1,024Ps.887 million (approximately R$183.5160 million). The Company is contestingcontested these claims and has establishedin 2014 the Company obtained a provision of Ps.161 million (approximately R$28.8 million), infavorable decision. The fine, applied by the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.Rio de Janeiro’s Consumer Protection Agency, was nullified.

Administrative proceedings (PADOs)

Anatel filed several administrative proceedings (PADOs)(Procedimentos Administrativos de Descumprimento de Obrigação, or “PADOs”), against Embratel and EmbraparClaro Brasil in the amount of Ps.4,170Ps.610 million (approximately R$747110 million), because of alleged noncompliance with quality targets set by Anatel. The Company is contesting the PADOs on various grounds. The Company has established a provision of Ps.125Ps.388 million (approximately R$22.570 million), in the accompanying financial statements for the losslosses arising from these contingencies that AMXthe Company considers probable.

Brazilian value-added goods

Anatel filed several administrative proceedings (PADOs), against Embratel and services tax (ICMS)

Embratel, Primesys Soluções Empresariais S.A. (“Primesys”), TV SAT and Telmex Do Brasil Ltda. (“TdB”) received assessmentsEmbrapar in the amount of Ps.6,955Ps.4,305 million (approximately R$1,246777 million), from the tax authorities related to nonpaymentbecause of ICMS and alleged ICMS tax credits that were incorrectly taken.noncompliance with quality targets set by Anatel. The Company is contesting these tax assessments in multiple separate proceedings at the administrative level and in the judicial courts. These proceedings are in different stages, and AMX cannot predict the timing of a final

outcome.PADOs on various grounds. The Company has established a provision of Ps.240Ps.89 million (approximately R$4316 million), in the accompanying financial statements for the losslosses arising from these contingencies that AMXthe Company considers probable.

Star One has received tax assessmentsOther civil and labor contingencies

Claro Brasil and its subsidiaries are also party to other claims in the amount of Ps.13,413Ps.9,846 million (approximately R$2,4031,777 million), alleging that the provision of satellite capacity is subjectincluding claims filed by its telephone service customers and claims relating to ICMS tax.environmental matters. The Company is contesting these tax assessments in multiple separate proceedings, and the Company has obtained two appealable favorable judicial decisions in two proceedings by second degree Brazilian Courts, although a resolution is still pending for the majority of the proceedings. The Company has not established a provision in the accompanying financial statements to cover loss arising from this contingency.

Brazilian Social Welfare Tax on Service Exports (PIS)

Embrapar, Embratel, Brasil Center Ltda. (“Brasil Center”) and TdB have tax contingencies of Ps.117 million (approximately R$21 million), mostly related to the contributions of PIS prior to 1995,cases, which the tax authorities allege were incorrectly offset. The Company is contesting these tax assessments in proceedings that are in differentvarious stages. AMX has not established a provision in the accompanying financial statements and does not consider any loss to be probable.

Brazilian Social Welfare Tax for Service Export Security Tax (COFINS)

Embrapar, Embratel, Brasil Center and TdB have tax contingencies of Ps.1,111 million (approximately R$199 million), at December 31, 2013 related to the payment of COFINS. The Company is contesting these tax assessments in proceedings that are in different stages. AMX has established a provision of Ps.61Ps.382 million (approximately R$1169 million), in the accompanying financial statements for the losslosses arising from these contingencies that AMXthe Company considers probable.

FUSTClaro Brasil and FUNTTEL Funding

Anatel andits subsidiaries are party to labor claims in the Brazilian Ministryamount of Communications (MINICOM) have issued tax assessments against Embratel, Star One and Primesys totaling Ps.7,083Ps.6,716 million (approximately R$1,2691,212 million), relating to alleged underpayment of their funding obligationsfiled by its current and former employees, alleging compensation for FUSTpension and FUNTTEL. The assessments claim that interconnectionother social benefits, overtime work, outsourcing and others revenues should not have been excluded from the basis used to calculate funding obligations. The companies have challenged the tax assessments, and such challenges are pending.equal pay. The Company has not established a provision of Ps.765 million (approximately R$138 million) in the accompanying financial statements to cover lossfor the losses arising from these contingencies. Thecontingencies that the Company has made a judicial depositconsiders probable.

Embratel and its subsidiaries are also party to other claims in the amount of Ps.954Ps.4,012 million (approximately R$171724 million) related to part of the contingencies, including claims filed by its telephone service customers and claims relating to FUST.

Brazilian Services Tax (ISS)

environmental matters. The Municipal Revenue Services have issued tax assessments against Embratel, Primesys, Brasil Center and TdB totaling Ps.4,549 million (approximately R$815 million) arising from nonpayment of ISSCompany is contesting the cases, which are in connection with the provision of certain services. The companies have challenged the tax assessments on the grounds that such services are not subject to ISS tax, and the challenges are pending.various stages. The Company has not established a provision of Ps.305 million (approximately R$55 million), in the accompanying financial statements to cover lossfor the losses arising from these contingencies.contingencies that the Company considers probable.

Other tax contingencies

The Company’s BrazilianEmbratel and its subsidiaries are engagedparty to labor claims in a numberthe amount of additional administrative and legal proceedings challenging tax assessments, as summarized below:

Embrapar, Embratel, Star One and TdB have received assessments in the total amount of Ps.7,524 million (approximately R$1,348 million), mainly related to allegedly incorrect deductions for purposes of Income Tax (Imposto sobre Renda de Pessoa Jurídicaor “IRPJ”) and CSLL and the nonpayment of IRRF and CIDE over payments related to outbound traffic. AMX is challenging those assessments in

administrative and judicial proceedings. The Company has established a provision of Ps.11 million (approximately R$2 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Embratel was fined Ps.1,691Ps.4,771 million (approximately R$303861 million), filed by the Brazilian Federal Revenue Serviceits current and former employees, alleging compensation for not making certain filings in the correct form from 2002 through 2005. The Company is contesting this fine on various grounds.pension and other social benefits, overtime work, outsourcing and equal pay. The Company has not established a provision of Ps.582 million (approximately R$105 million), in the accompanying financial statements to cover lossfor the losses arising from this contingency.
these contingencies that the Company considers probable.

Net Serviços and its subsidiaries are also party to other claims in the amount of Ps.3,712 million (approximately R$670 million), including claims filed by its Pay TV, internet access and telephone service customers. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.948 million (approximately R$171 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, Star One, TdB and Primesys, have other on-going tax litigations in the amount of Ps.2,104 million (approximately R$377 million), mainly related to IPI, CPMF and the offsetting of IRPJ, COFINS, CSLL and Brazilian Foreign Paid Income Tax (Imposto de Renda Retido na Fonte or “IRRF”) against allegedly improper IRPJ credits. The Company has established a provision of Ps.56 million (approximately R$10 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Net Serviços and its subsidiaries are party to labor claims in the amount of Ps.9,215 million (approximately R$1,663 million), filed by its current and former employees, seeking additional compensation for performing high-risk activities and for overtime work and commissions. The Company has established a provision of Ps.831 million (approximately R$150 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Disputes with third parties

Claro Brasil and Americel are parties to certain disputes with third parties in connection with former sales agents, class actions (ACP’s), real estate issues, and other matters in the aggregate amount of Ps.2,903 million (approximately R$524 million). The Company has established a provision of Ps.122 million (approximately R$22 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, TdB, Primesys and Brasil Center are parties to a number of cases on a range of matters, including, among other things, disputes with former sales agents and disputes with former employees regarding health care payments. The cases, which are in advanced stages of the litigation process, are for claims in the amount of Ps.2,461Ps.2,266 million (approximately R$441409 million). The Company has established a provision of Ps.999Ps.1,042 million (approximately R$179188 million), in the accompanying financial statements for the losslosses arising from these contingencies that AMX considers probable.

Other civil and labor contingencies

Embratel and its subsidiaries are also party to other claims in the amount of Ps.2,858 million (approximately R$512 million), including claims filed by its telephone service customers and claims relating to environmental matters. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.268 million (approximately R$48 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

In April 2009, Star One was notified of an arbitration proceeding initiated against it by two international telecom operators seeking restitution damages for up to Ps.954 million (approximately US$73 million), for alleged commercial losses arising from contracts executed in 2002 and 2004. In December 2012, the tribunal issued a final decision and claimants were awarded damages in the amount of Ps.54 million (approximately US$4.1 million), which amount includes interests and arbitration costs.

Embratel and its subsidiaries are party to labor claims in the amount of Ps.3,885 million (approximately R$696 million), filed by its current and former employees, alleging compensation for pension and other social benefits, overtime work, outsourcing and equal pay. The Company has established a provision of Ps.586 million (approximately R$105 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Net

ICMS

In 2011 and 2013, Net Serviços de Comunicação S.A. (“Net”) was assessed by the Secretary of the Treasury of the State of Sao Paulo for the loss of the tax benefit of reducing the ICMS base it is entitled to, alleging that Net did not include revenues from the rental of equipment in the ICMS base. The amount of this assessment as of December 31, 2013 was Ps.2,026 (approximately R$363 million). The tax authority claims that from (i) January 2008 to November 2009; and (ii) January 2010 to December 2011, Net should have paid the ICMS on pay TV

services revenues at a rate of 25% instead of the rate of 10% actually applied by Net. In the tax authority’s view, Net lost the rate reduction benefit allowed by ICMS Agreement No.57/99 because Net did not include “locaçãode equipamento” (rental of equipment) in its revenues. Net based its calculation on the interpretation of the Brazilian Superior Court that the rental of equipment should not be confused with a subscription TV service, and therefore cannot be taxed by ICMS and, consequently, Net should not lose the tax benefit, as alleged by the tax authority. However, there is no specific precedent (at either the administrative or judicial levels) on the issue, and it is not possible to predict the outcome of this matter. The Company has established a provision in the accompanying financial statements.

In 2008 and 2010, Net Brasília Ltda. (“Net Brasília”), a Net subsidiary, received tax assessment notices from the State Internal Revenue of the Distrito Federal in the amounts of Ps.1,149 million (approximately R$155.4 million and R$50.5 million), respectively, as of December, 2013, relating to the ICMS tax. The tax authority claims that during the period from January 2003 to June 2009 Net Brasília should have paid the ICMS on Pay TV services revenues at a rate of 25% instead of the rate of 10% actually applied by Net Brasília. In the tax authority’s view, the rate reduction benefit allowed by ICMS Agreement No. 57/99 expired on December 31, 2001. The Company has not established a provision in the accompanying financial statements to cover loss arising from these contingencies.

Net Rio Ltda. (“Net Rio”), a Net subsidiary, received a tax assessment notice from the State Tax Authority of the State of Rio de Janeiro in the updated amount of Ps.1,367 million (approximately R$245 million) relating to the ICMS tax. The tax authority alleged that as a result of delays in the payment of its ICMS tax during the period from November and December 2001. Thus, Net Rio lost its rate reduction benefit until September 2002. Net Rio has recorded liabilities related to the period from November and December 2001 in the amount of Ps.210 million (approximately R$37.6 million). Based on analysis performed by legal counsel after an unfavorable decision from the lower court Net Rio made an additional provision to the period from January to September 2002 in the amount of Ps.1,150 million (approximately R$206 million), as of December, 2013.

CSLL/IRPJ

In 2009, Net São Paulo Ltda., a Net subsidiary, received a tax assessment issued by the Brazilian Internal Revenue Service questioning part of the expenses considered as deductible in its calculation of IRPJ and CSLL from 2004 to 2008, amounting to Ps.3,053 million (approximately R$547 million). In October 2010, a first instance decision reduced this amount to Ps.2,071 million (approximately R$371 million). As of December 31, 2013, the total amount dispute is Ps.2,657 million (approximately R$476 million). Net has determined that a loss is possible but not probable and accordingly AMX has not established a provision in the accompanying financial statements.

In 2012 and 2013, Net received a tax assessment in the amount of Ps.770 million (approximately R$138 million) issued by the Brazilian Internal Revenue Service. The tax assessment questioned part of the expenses considered as deductible in our calculation of income tax and social contribution bases for the period between 2007 and 2008 related to its subsidiaries Net Belo Horizonte Ltda, Net Rio and Net Brasília. Net has determined that a loss is possible but not probable and accordingly AMX has not established a provision in the accompanying financial statements.

Imposto sobre Operações Financeiras (IOF)

Net and its controlled companies have centralized cash management and cash transfers made under a current intercompany account. Management determined that such transfers are not subject to financial transaction tax IOF charges. However, the Federal Revenue Service may deem such transfers to be inter-company loans. In the event such transfers are deemed to be inter-company loans, AMX may be subject to IOF, on the amount of the loans. IOF applies to loans between non-financial entities at a maximum rate of 1.5% per year where the principal amount and the term for repayment is fixed, and at a daily rate of 0.0041% on the outstanding balance,

without limit on the total amount of tax payable, if the principal amount of the loan is not fixed. In view of certain adverse court decisions as to the applicability of this law, the Company has established a provision of Ps.569 million (approximately R$102 million) as of December 31, 2013.

Other civil and labor contingencies

Net and its subsidiaries are also party to other claims in the amount of Ps.2,484 million (approximately R$445 million), including claims filed by its Pay TV, internet access and telephone service customers. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.636 million (approximately R$114 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Net and its subsidiaries are party to labor claims in the amount of Ps.3,349 million (approximately R$600 million), filed by its current and former employees, seeking additional compensation for performing high-risk acivities and for overtime work and commissions. The Company has established a provision of Ps.625 million (approximately R$112 million), in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Ecuador

Conecel

Payment of Dividends

Dividends, either in cash or in kind, paid with respect to the L Shares, A Shares, L Share ADSs or A Share ADSs will generally be subject to a 10% Mexican withholding tax (provided that no Mexican withholding tax will apply to distributions of net taxable profits generated before 2014). Nonresident holders could be subject to a lower tax rate, to the extent that they eligible for benefits under an income tax treaty to which Mexico is a party.

h) Earnings per Share

The following table shows the computation of the basic and diluted earnings per share:

   For the years ended December 31, 
   2012   2013   2014 

Net profit for the period attributable to equity holders of the parent

  Ps.90,988,570    Ps.74,624,979    Ps.46,146,370  

Weighted average shares (in millions)

   76,150     72,866     69,254  
  

 

 

   

 

 

   

 

 

 

Earnings per share attributable to equity holders of the parent

Ps.1.19  Ps.1.02  Ps.0.66  
  

 

 

   

 

 

   

 

 

 

i) Undated Subordinated Fixed Rate Bond

In January 2013, Telekom Austria issued €600 million aggregate principal amount of its subordinated bonds. The interest rate on the bonds is 5.625% for the first five years and resets every five years beginning in 2018. The bonds have no specified maturity date but may be redeemed at the Company’s option at par, in whole but not in part, on any interest reset date beginning in 2018. Under IFRS, the Company is required to classify the bonds as equity, because of their indefinite maturity. Consequently, the Company recognizes the bonds as non-controlling interests in its consolidated financial statements.

19.Other Financial Assets and Liabilities

Set out below is the categorization of the financial instruments, other those with carrying value amounts that are reasonable approximations of fair value, held by América Móvil as at December 31, 2013 and 2014:

   December 31, 2013 
   Loans and
receivables
   Fair value
through
profit or loss
   Fair value
through OCI
 

Financial Assets:

      

Accounts receivable from subscribers, distributors, and other, net

  Ps.96,756,472    Ps.—      Ps.    

Related parties

   1,346,392     —      

Derivative financial instruments

     10,469,316    
  

 

 

   

 

 

   

 

 

 

Total

Ps.98,102,864  Ps.10,469,316  Ps.—    
  

 

 

   

 

 

   

 

 

 

Financial Liabilities:

Debt

Ps.490,319,844  Ps.   Ps.   

Accounts payable

 154,137,312  

Related parties

 2,552,337  

Derivative financial instruments

 5,179,024   187,299  
  

 

 

   

 

 

   

 

 

 

Total

Ps.647,009,493  Ps.5,179,024  Ps.187,299  
  

 

 

   

 

 

   

 

 

 
   December 31, 2014 
   Loans and
Receivables
   Fair value
through
profit or loss
   Fair value
through OCI
 

Financial Assets:

      

Accounts receivable from subscribers, distributors, and other, net

  Ps.122,028,071    Ps.     Ps.—    

Related parties

   1,320,107      

Derivative financial instruments

     22,536,056    
  

 

 

   

 

 

   

 

 

 

Total

Ps.123,348,178  Ps.22,536,056  Ps.—    
  

 

 

   

 

 

   

 

 

 

Financial Liabilities:

Debt

Ps.603,754,987  Ps.   Ps.   

Accounts payable

 191,503,362  

Related parties

 3,087,292  

Derivative financial instruments

 8,373,205   154,607  
  

 

 

   

 

 

   

 

 

 

Total

Ps.798,345,641  Ps.8,373,205  Ps.154,607  
  

 

 

   

 

 

   

 

 

 

Fair value hierarchy

The Company’s valuation techniques used to determine and disclose the fair value of its financial instruments are based on the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Variables other than quoted prices in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices); and

Level 3: Variables used for the asset or liability that are not based on any observable market data (non-observable variables).

The fair value for the financial assets (other those with carrying value amounts that are reasonable approximations of fair value) and financial liabilities shown in the consolidated statement of financial position at December 31, 2013 and 2014 is as follows:

   Measurement of fair value at December 31, 2013 
   Level 1   Level 2   Level 3   Total 

Assets:

        

Derivatives financial instruments

  Ps.—      Ps.10,469,316    Ps.     Ps.10,469,316  

Pension plan assets

   230,393,171         230,393,171  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.230,393,171  Ps.10,469,316  Ps.   Ps.240,862,487  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Debt

Ps.319,838,222  Ps.200,011,820  Ps.   Ps.519,850,042  

Derivatives financial instruments

 5,366,323   5,366,323  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.319,838,222  Ps.205,378,143  Ps.   Ps.525,216,365  
  

 

 

   

 

 

   

 

 

   

 

 

 
   Measurement of fair value at December 31, 2014 
   Level 1   Level 2   Level 3   Total 

Assets:

        

Derivatives financial instruments

  Ps.     Ps.22,536,056    Ps.     Ps.22,536,056  

Pension plan assets

   242,360,329         242,360,329  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.242,360,329  Ps.22,536,056  Ps.   Ps.264,896,385  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Debt

Ps.411,497,065  Ps.229,028,589  Ps.   Ps.640,525,654  

Derivatives financial instruments

 8,527,812   8,527,812  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.411,497,065  Ps.237,556,401  Ps.   Ps.649,053,466  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of derivatives financial instruments are valued using valuation techniques with market observable inputs. To determine its Level 2 fair value, the Company applies valuation techniques including forward pricing and swaps models, using present value calculations. The models incorporate various inputs including credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves. Fair value of debt Level 2 has been determined using a model based on present value calculation incorporating credit quality of AMX.

For the years ended December 31, 2012, 2013 and 2014, no transfers were made between Level 1 and Level 2 fair value measurement hierarchies.

20. Commitments and Contingencies

a) Leases

At December 31, 2013 and 2014, the Company has entered into several lease agreements with related parties and third parties for the buildings where its offices are located (as a lessee), as well as with the owners of premises where the Company has installed radio bases. The lease agreements generally have terms from one to fourteen years.

An analysis of the minimum rental payments for the next five years is shown below. In some cases, rental amounts are increased each year based on the National Consumer Price Index.

The Company has the following non-cancelable commitments under finance leases:

Year ended December 31,

  2013   2014 

2014

  Ps.278,957    Ps.—    

2015

   246,821     266,026  

2016

   140,425     148,350  

2017

   30,552     31,319  

2018

   30,552     31,319  

2019

   59,814     31,319  

2020 and thereafter

   —       29,994  
  

 

 

   

 

 

 

Total

 787,121   538,327  

Less: amounts representing finance charges

 (96,479 (67,132
  

 

 

   

 

 

 

Present value of net minimum lease payments

 690,642   471,195  

Less current portion

 246,598   244,239  
  

 

 

   

 

 

 

Long-term obligations

Ps.444,044  Ps.226,956  
  

 

 

   

 

 

 

An analysis of non-cancellable operating leases in the next five years is as follows:

Year ended December 31,

    

2015

   10,173,043  

2016

   8,709,551  

2017

   6,453,449  

2018

   6,100,856  

2019

   6,268,309  

2020 and thereafter

   14,254,912  
  

 

 

 

Total

Ps.51,960,120  
  

 

 

 

Rent expense for the years ended December 31, 2012, 2013 and 2014 was Ps.16,023,781, Ps.14,800,464 and Ps.18,925,361, respectively.

b) Commitments

At December 31, 2014, there were commitments in certain subsidiaries for the acquisition of equipment for incorporation into their 4G networks for an amount up to approximately US$1,113,540 (approximately Ps.16,771,745). The completion period of these projects depends upon the type of fixed assets under construction. In the case of telephone plants (switching transmission), it takes 6 months on average; for others, it may take more than 2 years.

These commitments will be paid as follows:

Less than 1 year

Ps.15,161,657

1 to 3 years

1,610,088

Total

Ps.16,771,745

As of December 31, 2014, the Company has outstanding purchase commitments with telephone manufacturers for cellular phones for resale for approximately Ps.9,478,000 (US$644,000), for delivery through May 2015.

In addition, the Company’s subsidiary Tracfone has entered into long-term contracts with wireless carriers for the purchase of airtime minutes at current market prices. The purchase commitments are with four carriers, and at December 31, 2014, are as follows:

Less than 1 year

Ps.42,608,610

1 to 3 years

28,332,150

Total

Ps.70,940,760

c) Contingencies

Tax AssessmentsMexico

During 2008,América Móvil

Tax Assessment

In December 2014, the Ecuadorian Revenue Services (“SRIMexican Tax Administration Service (Servicio de Administración Tributariaor “SAT”), notified Conecelthe Company, of an assessment of Ps.529.7 million related to its tax assessmentsreturn for the fiscal year ended December 31, 2005 and reduced the consolidated tax loss from Ps.8,556 million to zero. This matter is related to the fine imposed to its subsidiary, Sercotel, S.A. de C.V. (“Sercotel”), in the amount of Ps.1,804Ps.1,400 million (approximately US$138 million) (not includingwhich is mentioned below. The Company has challenged this assessment in federal tax courts, and this challenge is still pending. AMX has not established a provision in the accompanying financial statements for loss arising from this contingency.

Preponderant Economic Agent Determination

In March 2014, each of the Company, Radiomovil Dipsa, S.A. de C.V. (“Telcel”), and Teléfonos de México, S.A.B. de C.V. (“Telmex”), filed injunctions (juicios de amparo) against the resolution issued by the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones or “IFT”), through which said institute determined as “preponderant economic agent” (agente económico preponderante) in the telecommunications market in Mexico an alleged economic interest group comprised by the Company, Telmex, Telcel, Grupo Carso, S.A.B. de C.V., and penalties)Grupo Financiero Inbursa, S.A.B. de C.V., relatingimposing certain specific asymmetrical regulations. Resolution of such injunctions is pending. Enforceability of the IFT resolution may not be suspended.

Telcel

COFECO—Monopolistic practices investigations

Telcel, is the target of two investigations into alleged monopolistic practices originally commenced by the Federal Antitrust Commission (Comisión Federal de Competencia, or “COFECO”). One concerns alleged actions by Telcel and certain of its distributors in relation to special consumption (ICE), value-added, incomethe purchase and withholding taxessale of cellular phones from and to third parties. COFECO determined that Telcel engaged in anti-competitive behavior, and the agency imposed fines totaling Ps.3.3 million and ordered that Telcel cease the alleged monopolistic practices immediately. Telcel has challenged COFECO’s findings and fines in the courts. COFECO’s findings and fines were upheld by the courts. In February, 2015, Telcel paid Ps.5.5 million, which included the amount of the fine, plus corresponding adjustments.

The second investigation concerns alleged monopolistic practices in the mobile termination (interconnection) market. In April 2011, COFECO imposed a fine of Ps.11,989 million against Telcel for alleged monopolistic practices that according to COFECO also constituted a repeat offense. In May 2011, Telcel filed an administrative motion for reconsideration(recurso de reconsideración) with COFECO and proposed a series of undertakings related to the alleged monopolistic practices. In May 2012, COFECO revoked the fine. As a condition to the revocation of the fine, Telcel agreed to comply with the undertakings that it proposed to COFECO. As a result of a constitutional amendment enacted in 2013, the IFT, is responsible for monitoring Telcel’s compliance with respect to such undertakings. Six mobile operators challenged the revocation of the fine through an appeal for relief (juicio de amparo). Four of such proceedings have now been resolved on terms favorable to Telcel and the remaining two are pending. One of the operators whose appeal for relief (juicio de amparo) is pending, also filed a judicial proceeding claiming alleged damages arising from the revocation of the fine and the performance of the undertakings proposed by Telcel.

The IFT is empowered to oversee compliance by Telcel of the agreed upon undertakings. In the event the IFT considers Telcel has breached any such undertakings, the IFT may impose a fine of up to 8% of Telcel’s annual revenues. Telcel believes it has complied with all of these undertakings and expects the IFT to confirm such compliance.

Mobile termination rates

Mobile termination rates for the years 2003 to 2006. In March 2008, Conecel paid SRI Ps.183 million (approximately US$14 million), for these tax assessments (including fines)2005 through 2010 between Telcel and filed challenges withaffiliated operators Axtel and Avantel were the SRI with respect to Ps.1,661 million (approximately US$127 million). In December 2008, SRI notified Conecelsubject of a resolution that denied the challenges and in January 2009, Conecel filed a lawsuit before a Tax Court in Guayaquil challenging the tax assessments and providing a bank guaranteenumber of Ps.170 million (approximately US$13 million), which represented 10% of the contested amount.legal proceedings. The Tax Court issued its final resolution in March 2012. The Tax Court’s resolution was favorable with respect to Ps.314 million (US$24 million), of the disputed amount. The Company has appealed the unfavorable portion of the resolution before the NationalSupreme Court of Justice (Suprema Corte Nacional de Justicia de la Nación) addressed these disputes in a series of rulings during 2012 and early 2013, which generally (i) determined that the Mexican Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes or “SCT”), does not have authority to resolve disputes over mobile termination rates; (ii) confirmed that the Federal Telecommunications Commission (Comisión Federal de Telecomunicaciones, or “COFETEL”), has authority to determine mobile termination rates based on its own cost models; (iii) for certain periods (2005-2007), confirmed the rates established by COFETEL; and (iv) for other periods (2008-2010), required COFETEL to reissue resolutions determining mobile termination rates between the parties.

On March 18, 2015, a settlement agreement has been entered into with Axtel and Avantel. Pursuant to such settlement agreement, certain disputes regarding termination rates and related interconnection matters have been finally settled between Axtel, on the one hand, and Telcel, Teléfonos de México, S.A.B. de C.V. (“Telmex”), and Teléfonos del Noroeste, S.A. de C.V. (“Telnor”), on the other.

As part of the settlement agreement, Axtel and Telcel executed interconnection services agreements. With the execution of these agreements all disputes regarding mobile termination rates and related interconnection proceedings that started in July2005 have been finally settled between the parties. In addition, disputed and outstanding amounts related to mobile termination services for the period from 2005 to 2014 have been paid.

In consideration for the execution of the settlement agreement; the execution of interconnection services agreements with Telcel for the period from 2005 to 2015; the settlement and termination of certain existing disputes and claims with Telcel, Telmex and Telnor; and the assignment to América Móvil of certain litigation rights arising from administrative and judicial proceedings existing between the parties, América Móvil paid Axtel Ps.950 million.

Several mobile operators began proceedings with COFETEL (desacuerdos de interconexión), to establish applicable mobile termination rates and other interconnection conditions for the years 2011 to 2015. COFETEL determined rates for 2011. IFT determined rates for 2012, but has yet to determine mobile termination rates for 2013 Conecel madein connection with the proceedings (desacuerdos de interconexión) in which Telcel is a partial withdrawalparty. In proceedings (desacuerdos de interconexión) in which other operators are parties thereof, the IFT has determined an applicable mobile termination of itsPs.0.3144 for 2013.

On March 26, 2014, the IFT issued a resolution imposing on Telcel a specified asymmetric interconnection rate it must charge to all operators for traffic to Telcel’s network for the period commencing on April 6 and ending on December 31, 2014. Telcel has filed an appeal and asfor relief (juicio de amparo), against the IFT’s resolution.

As a result made a payment to SRI for an amount of Ps.1,216 million (approximately US$93 million considering the payment of the accrued interest). A resolutionentering into force of the Federal Law on Telecommunications and Broadcasting (Ley Federal de Telecomunicaciones y Radiodifusión), the preponderant economic agent in the telecommunication sector (comprised, among others, by the Company, Telcel and Telmex), is precluded from charging other operators for traffic terminating in its network, but is required to pay termination rates for the remaining portiontraffic originated on its network. Although Telcel has challenged such gratuitous asymmetric regime in courts, the enforceability of such regime is not subject of being suspended.

Telcel has begun proceedings in order to determine the mobile termination rates it must pay to other operators for the years 2015 and 2016. In accordance with applicable legislation, the parties have 60 days to agree upon such rates. Upon expiration of such term, either party may begin proceedings (desacuerdos de interconexión), with IFT to establish applicable mobile termination rates.

Any potential disparity between the mobile termination rates made available by Telcel to other operators and the rates to be established by the IFT may give rise to contractual claims among Telcel and other operators for reimbursement or payment, as the case may be, of amounts paid or owed between Telcel and such operators.

Likewise, the Company expects that these mobile termination rates, as well as other rates applicable to mobile interconnection (such as transit), will continue to be the subject of litigation and administrative proceedings. The Company cannot predict when or how these matters will be resolved. The competitive and financial effects of any resolution could be complex and difficult to predict.

As of December 31, 2014, the Company has established provisions in the accompanying financial statements for the losses AMX considered probable and estimable at such date for approximately Ps.2,500 million.

Short Message Services (SMS)—Rates

On March 26, 2014, the IFT issued a resolution imposing on Telcel a specified SMS termination rate it must charge to all mobile operators for the period commencing on April 6 and ending on December 31, 2014. The rate was reduced from Ps.0.1537 to Ps.0.0391. Telcel has filed an appeal for relief (juicio de amparo), against the IFT’s resolution.

As a result of the entering into force of the Federal Law on Telecommunications and Broadcasting, the preponderant economic agent in the telecommunication sector (comprised, among others, by the Company, Telcel and Telmex), is precluded from charging other operators for SMS terminating in its network, but is required to pay termination rates for the traffic originated on its network. Although Telcel has challenged such gratuitous asymmetric regime in courts, the enforceability of such regime is not subject of being suspended.

Telcel has begun proceedings in order to determine the mobile termination rates it must pay to other operators for SMS. In accordance with applicable legislation, the parties have 60 days to agree upon such rates. Upon expiration of such term, either party may begin proceedings (desacuerdos de interconexión) with IFT to establish applicable mobile termination rates.

Short Message Services (SMS)—Royalties

The SAT, notified Telcel of tax assessment (approximately Ps.709assessments totaling Ps.320 million (US$54.2 million))alleging nonpayment of royalties for revenues generated by short message services during 2004 and 2005. The SAT is stillalleging that Telcel owes such amounts because short message services constitute concessioned services. Telcel has challenged the assessments on the

grounds that short message services are value-added services that are not concessioned services. In other proceedings, COFETEL and more recently its successor, the IFT, have ruled that short text messages are subject to the Court’s decision.

In addition, in 2011interconnection regulatory regime and 2012, SRI notified Conecel of tax assessments in the amount of Ps.1,556 million (approximately US$119 million), relating to income taxes for the 2007, 2008that such services do not constitute value-added services and 2009 fiscal years. Conecel filed lawsuits before a Tax Court in Guayaquil challenging the tax assessments and such lawsuits are still pending.

The Companytherefore concessioned services. Telcel has established a provision of Ps.392 million (approximately US$30 million) in the accompanying financial statements for the loss arising from these contingencies that AMXthe Company considers probable.

Fine imposedClass Actions

The Federal Consumer Bureau (Procuraduría Federal del Consumidor, or “Profeco”), filed an action similar to a class action in Mexican courts on behalf of customers who filed complaints before it, alleging deficiencies in the quality of Telcel’s network in 2010 and breach of customer agreements. If the action is resolved in favor of Profeco, Telcel’s customers would be entitled to compensation for damages.

Beginning in 2012, Mexican Law provides for class actions seeking compensation. These class actions may arise from antitrust, consumer, data and privacy protection issues, as well as administrative, criminal and environmental violations, and may be filed by the SCPMcompetent authorities or the affected groups.

Five class actions have been initiated against Telcel (i) three are related to quality of service and were filed by consumers; (ii) one also filed by consumers is related to quality of service, but in addition compares wireless voice, data and broadband international rates claiming that rates offered by Telcel are higher than international comparable rates; and (iii) one was filed by Profeco and relates to a network technical malfunction that occurred in January 2013.

The Company currently does not have enough information to determine whether these class actions could have an adverse effect on our business and results of operations if they are resolved against us. Consequently, Telcel has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Carso Global Telecom

In February 2014, following a regulatory claim filed in 2012 byNovember 2010, the state-owned operator, Superintendency of Control of Market Power (SuperintendenciaSAT notified Carso Global Telecom, S.A. de Control del Poder del Mercadoor “C.V. (“SCPMCGT”), imposedof an assessment of Ps.3,392 million related to the change in the scope of fiscal consolidation in 2005. SAT alleges that this change generated a reduction in the participation of CGT in its subsidiaries, resulting in increased income taxes. CGT has challenged this assessment in federal tax courts, and this challenge is still pending. AMX has not established a provision in the accompanying financial statements for loss arising from this contingency.

Sercotel

In March 2012, SAT notified Sercotel and the Company of a fine on Conecel of Ps.1,809approximately Ps.1,400 million (US$138.4 million),because of the SAT’s objection to the allegedly improper tax implications of the transfer of certain accounts receivable from one of the Company’s subsidiaries to Sercotel. AMX challenged the fine by filing an administrative appeal with the tax authority which is still pending. The Company also expects SAT will issue tax assessments of Ps.2,750 million relating to the same matter.

The Company has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Telmex

COFECO/IFT—Monopolistic practices investigations

Telmex and Telnor, are the target of three investigations into alleged monopolistic practices originally commenced by COFECO. In the first two investigations, it was determined that Telmex and Telnor engaged in monopolistic practices in the fixed-network interconnection services market. Telmex and Telnor have filed legal proceedings (including an appeal for relief(juicio de amparo), against these rulings and their cases are pending resolution. In the third investigation, in February 2013 COFECO determined that Telmex and Telnor engaged in monopolistic practices in the wholesale market for dedicated-link leasing (local and domestic long-distance). Telmex and Telnor challenged that resolution and their cases are still pending.

AMX cannot predict when or how these investigations will be resolved. The competitive and financial effects of any final findings by the IFT could be complex and difficult to predict. They may include monetary fines or additional regulations or restrictions that may limit our flexibility and our ability to adopt competitive market policies, any of which could materially reduce Telmex and Telnor’s revenues in future periods.

AMX has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Proceedings Concerning Telmex’s Relationship with Dish México

As previously disclosed, in November 2008, Telmex entered into several agreements with Dish México, S. de R.L. de C.V. (“Dish México”), and its affiliates, which operate a DTH Pay TV system in Mexico, pursuant to which Telmex is currently providing billing and collection services, among others. As announced in July 2014, Telmex waived its rights arising from the option agreement related to five locations which the state-owned operator arguespurchase of 51% of the shares representing the capital stock of Dish México.

Telmex has been subject to investigations in the past related to these arrangements. Recently, we have received new inquiries from governmental authorities on this subject, including inquiries from the Mexican National Banking and Securities Commission(Comisión Nacional Bancaria y de Valores orCNBV”), in the case of América Móvil, and from both the CNBV and the IFT, in the case of Telmex.

In January 2015, Telmex was notified of a resolution issued by the IFT imposing a fine for an amount of Ps.14.4 million on the grounds that Conecelan alleged merger (concentración) between Telmex and Dish was not notified in November 2008. Telmex has exclusive rightsfiled an appeal for relief(juicio de amparo) against this resolution and the case is still pending. The inquiry received from the CNBV is pending and AMX cannot predict the outcome of such inquiry.

Notwithstanding the above, AMX is confident that our actions in connection with our relationship with this customer have been appropriate in all respects, because the arrangements were limited to deploy its network preventing others

providing services, providing financial support (in the form of leasing equipment and committing to locate fallback financing) and agreeing to purchase and sale options that could result in Telmex investing in the customer if specified regulatory conditions were met, including the approval from the relevant competent authorities. The Company does not believe these arrangements have at any time been material to our results, our financial condition or our compliance with our regulatory obligations.

However, the 2013 constitutional amendments prohibit a preponderant economic agent from doing so.obtaining direct or indirect benefit from the free of charge mandatory “must offer, must carry” rules for cable television providers. In March 2014, Conecel challenged the fineIFT determined that Telmex is part of an economic group that is a preponderant economic agent, and postedconsequently Telmex may not benefit from these rules. We will ensure that Telmex does not benefit from any application of the “must offer, must carry” rules.

AMX has not established a guaranteeprovision in the accompanying financial statements for 50%loss arising from these contingencies.

Brazil

In August 2014, the Brazilian National Telecommunications Agency (Agência Nacional de Telecomunicações, or “Anatel”) approved the Company’s proposal for a corporate reorganization of certain of its value. Throughsubsidiaries in Brazil, aiming, among other purposes, to simplify their corporate structure and to reduce their operational costs. The reorganization became effective in December 2014, and, as a result, Empresa Brasileira de Telecomunicações S.A. (“Embratel”), Embratel Participações S.A. (“Embrapar”) and Net Serviços Comunicação, S.A. (“Net Serviços”) merged into Claro S.A. (“Claro Brasil”). Claro Brasil is the legal successor of Embrapar, Embratel and Net Serviços, but for reference purposes, this note will indicate the entity involved in each matter prior to the merger.

Tax Matters

ICMS

The Brazilian State Revenue Services have issued multiple tax assessments against Claro Brasil and Americel S.A. (“Americel”), alleging that they improperly claimed certain tax credits under the state value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or “ICMS”) regime in each Brazilian state. The Company is contesting these tax assessments in multiple separate proceedings, first at the administrative level and then in the judicial order issued duringcourts, and these proceedings are at various stages. The Company has received rulings in some of these cases, including some that are unfavorable, which the same month,Company has appealed. As of December 31, 2014, the competent court admitted Conecel’s lawsuit and suspended the effectstotal

amount of the contested fine.tax assessments is approximately Ps.17,820 million (approximately R$3,216 million), including fines and interest. The Company has established a provision of Ps.637 million (approximately R$115 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, Primesys Soluções Empresariais S.A. (“Primesys”), Embratel TVSAT Telecomunicações S.A. (“TV SAT”) and Telmex Do Brasil Ltda. (“TdB”) received assessments in the amount of Ps.8,184 million (approximately R$1,477 million), from the tax authorities related to nonpayment of ICMS and alleged ICMS tax credits improperly claimed. The Company is contesting these tax assessments in multiple separate proceedings at the administrative level and in the judicial courts. These proceedings are in different stages, and the Company cannot predict the timing of a final outcome. The Company has established a provision of Ps.272 million (approximately R$49 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Star One S.A. (“Star One”), has received tax assessments in the amount of Ps.14,118 million (approximately R$2,548 million), mainly based on the allegation that the provision of satellite capacity is subject to ICMS tax. The Company is contesting these tax assessments in multiple separate proceedings and has obtained two appealable favorable judicial decisions in two proceedings by second degree Brazilian Courts. A resolution is pending for the majority of the proceedings. The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency.

In 2011 and 2013, Net Serviços was assessed by the Secretary of the Treasury of the State of São Paulo over a tax benefit derived from reducing its ICMS tax base, alleging that Net Serviços did not include revenues from the rental of equipment (locação de equipamento) in the ICMS base. The amount of this assessment as of December 31, 2014, was Ps. 2,671 million (approximately R$482 million). The tax authority claims that from (i) January 2008 to November 2009; and (ii) January 2010 to December 2011, Net Serviços should have paid the ICMS on Pay TV services revenues at a rate of 25% instead of the rate of 10% actually applied by Net Serviços. In the tax authority’s view, Net Serviços could not benefit from the rate reduction allowed by ICMS Agreement No.57/99 because Net Serviços did not include the rental of equipment in its revenues. Net Serviços based its calculation on the interpretation of the Brazilian Superior Court that the rental of equipment shall not be confused with a subscription TV service, and therefore cannot be taxed by ICMS and, consequently, Net Serviços should not lose such tax benefit. However, there is no specific precedent at the administrative or judicial levels on the issue, and it is not possible to predict the outcome of this matter. The Company has established a provision in the accompanying financial statements.

In 2008 and 2010, Net Brasília Ltda. (“Net Brasília”), a Net Serviços subsidiary, received tax assessment notices from the State Internal Revenue of the Distrito Federal in the amount of Ps.1,141 million (approximately R$155 million and R$51 million), respectively, as of December 2014, relating to the ICMS tax. The tax authority claims that during the period from January 2003 to June 2009 Net Brasília should have paid the ICMS on Pay TV services revenues at a rate of 25% instead of the rate of 10% actually applied by Net Brasília. In the tax authority’s view, the rate reduction benefit allowed by ICMS Agreement No. 57/99 expired on December 31, 2001. In connection with this matter in November 2014, the State of Distrito Federal enacted a law to exempt most part of ICMS if the taxpayers agreed to voluntarily pay the charged values. The exemption was so relevant that, even though the probability of loss was classified as possible, it was interesting to enter into this exemption program. The benefit caused a reduction of 96% of the tax assessment. In December 2014, Net Brasília paid Ps.72 million (approximately R$13 million) pursuant to an exemption under 2014 state legislation and closed both cases.

In October 2002, Net Rio Ltda. (“Net Rio”), a Net Serviços subsidiary, received a tax assessment notice from the State Tax Authority of the State of Rio de Janeiro in the amount of Ps.1,468 million (approximately R$265 million) relating to the ICMS tax. The tax authority alleged that, as a result of delays in the payment of its ICMS tax during the period from November and December 2001, Net Rio lost its rate reduction benefit until September 2002. Net Rio has recorded liabilities related to the period from November and December 2001 in the amount of Ps.211 million

(approximately R$38 million). Based on analysis performed by legal counsel after an unfavorable decision from the lower court, Net Rio made an additional provision to the period from January to September 2002 in the amount of Ps.1,468 million (approximately R$265 million), as of December 2014.

IRPJ/ CSLL

In December 2014, the Brazilian Federal Revenue Service has issued tax assessment regarding goodwill amounts amortized by Claro Brasil between 2009 and 2012, charging Corporate Income Tax (Imposto sobre Renda de Pessoa Jurídica, or “IRPJ”), Social Contribution on Net Profit (Contribuição Social Sobre o Lucro Líquido, or “CSLL”) and penalties due to the late payment of the taxes. The total amount of the tax assessment is approximately Ps.8,771 million (approximately R$1,583 million). This contingency is considered possible and the Company has not established a provision in the accompanying financial statements to cover losses arising from it.

Claro Brasil has other ongoing tax litigations in the amount of Ps.272 million (approximately R$49 million), related to IRPJ and CSLL. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Embratel, Star One and Embrapar have other ongoing tax litigations in the amount of Ps.3,912 million (approximately R$706 million), mainly related to alleged incorrect tax deductions for purposes of IRPJ and CSLL. The Company has established a provision of Ps.1,801 million (approximately R$325 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

In 2009, Net São Paulo Ltda., a Net Serviços subsidiary that merged into Net Serviços in 2013, received a tax assessment issued by the Brazilian Internal Revenue Service questioning part of the expenses considered as deductible in the calculation of IRPJ and CSLL from 2004 to 2008, amounting to Ps.3,031 million (approximately R$547 million). In October 2010, a first instance decision reduced this amount to Ps.2,056 million (approximately R$371 million). As of December 31, 2014, the total amount in dispute is Ps.2,638 million (approximately R$476 million). The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

In 2012 and 2013, Net Serviços received other tax assessments in the amount of Ps.765 million (approximately R$138 million) issued by the Brazilian Internal Revenue Service questioning part of the expenses considered as deductible in the calculation of IRPJ and CSLL from 2007 to 2008. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

In 2014, theRefis da Copa law was enacted to partially exempt the taxes contested in legal proceedings if the taxpayers agreed to voluntarily pay the charged values with cash and tax credits arising from IRPJ and CSLL carry forwards. Pursuant to such law, in 2014 Net Serviços paid an amount of Ps.659 million (approximately R$119 million) closing the assessments received in 2009, 2012 and 2013 and representing an 80.6% reduction of the tax assessments’ updated amount.

Net Serviços has other ongoing tax litigations in the amount of Ps.471 million (approximately R$85 million), related to IRPJ and CSLL. The Company has established a provision of Ps.100 million (approximately R$18 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

PIS/COFINS

In December 2005, the Brazilian Federal Revenue Service issued tax assessments against Claro Brasil and Americel in respect of PIS (Programa de Integração Social, or “PIS”) and Brazilian Social Welfare Tax for Service Export Security (Contribuição para o Financiamento da Seguridade Social, or “COFINS”) taxes (which are levied on gross revenue), for 2000 through 2005. In addition, in March 2006, the Brazilian Federal Revenue Service issued tax assessments against ATL-Telecom Leste, S.A. (“ATL”), related to certain tax deductions taken by ATL in connection with its PIS and COFINS obligations. As discussed below, Claro Brasil is the corporate successor to ATL.

In January 2011, the Brazilian Federal Revenue Service issued tax assessments against Claro Brasil regarding allegedly improper offsetting of certain tax deductions claimed by Claro Brasil in connection with its PIS and COFINS obligations. The total amount of these tax assessments, which Americel and Claro Brasil are contesting in pending challenges, was Ps.8,417 million (approximately R$1,519 million), including fines and interest as of December 31, 2014. The Company has established a provision of Ps.50 million (approximately R$9 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Separately, Claro Brasil and Americel have commenced lawsuits against the Brazilian Federal Revenue Service seeking a ruling on constitutional grounds that they may exclude state value added tax (ICMS) payments and interconnection fees from the base used to calculate PIS and COFINS tax obligations. Pending a final ruling and pursuant to applicable Brazilian procedure, the Company paid tax based on its position in the lawsuit, and established a provision for the disputed amounts. As of December, 31, 2014, the total amount in dispute was approximately Ps.10,822 million (approximately R$1,953 million).

Embrapar, Embratel,Brasil Center Comunicações Ltda. (“Brasil Center”) and TdB have tax contingencies of Ps.122 million (approximately R$22 million), mostly related to the contributions of PIS prior to 1995, which the tax authorities allege were incorrectly offset. The Company is contesting these tax assessments in proceedings that are in different stages. AMX has not established a provision in the accompanying financial statements and does not consider any loss to be probable.

Embrapar, Embratel, Brasil Center and TdB have tax contingencies of Ps.1,319 million (approximately R$238 million) as of December 31, 2014, related to the payment of COFINS. The Company is contesting these tax assessments in proceedings that are in different stages. The Company has established a provision of Ps.61 million (approximately R$11 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

FUST and FUNTTEL Funding

Anatel has issued tax assessments against Claro Brasil and Americel totaling Ps.7,165 million (approximately R$1,293 million), relating to alleged underpayment of their funding obligations for the Telecommunications System Universalization Fund (Fundo de Universalização dos Serviços de Telecomunicações, or “FUST”) and the Telecom Technologic Development Fund (Fundo para o Desenvolvimento Tecnológico das Telecomunicações, or “FUNTTEL”) from 2006 to 2010. The assessments claim that interconnection and activation fee revenues should not have been excluded from the basis used to calculate funding obligations. Claro Brasil and Americel have challenged the tax assessments, and the challenges are still pending. The Company has not made a provision in the accompanying financial statements to cover losses arising from this contingency.

Anatel and the Brazilian Ministry of Communications (Ministério das Comunicações, or MINICOM) have issued tax assessments against Embratel, Star One and Primesys totaling Ps.8,400 million (approximately R$1,516 million), relating to alleged underpayment of their funding obligations for FUST, from 2001 to 2012, and FUNTTEL, from 2001 to 2010. The assessments claim that interconnection and other revenues should not have been excluded from the basis used to calculate funding obligations. The companies have challenged the tax assessments, and such challenges are pending. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies. The Company has made a judicial deposit in the amount of Ps.970 million (approximately R$175 million) related to part of the contingencies relating to FUST.

ISS

The Municipal Revenue Services have issued tax assessments against Embratel, Primesys, Brasil Center and TdB totaling Ps.5,098 million (approximately R$920 million) arising from nonpayment of Brazilian Services Tax (Imposto sobre Serviços, or “ISS”) in connection with the provision of certain services. The companies have challenged the tax assessments on the grounds that such services are not subject to ISS tax, and the challenges are pending. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Net Serviços has contingencies related to ISS (Municipality of Santo André and Campinas) in the amount of Ps.853 million (approximately R$154 million) as of December 31, 2014, unduly charging ISS over telecommunication services (subject to ICMS). Due to an unfavorable judicial decision the probability of loss was reclassified as possible. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Claro Brasil has others ongoing tax assessments related to ISS in the amount of Ps.199 million (approximately R$36 million) as of December 31, 2014, most related to ISS over certain services considered by Claro Brasil as non- taxable. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

EBC Funding

Claro Brasil, Embratel and Americel have filed an injunction challenging a federal law that created the Brazilian Communication Company (Empresa Brasileira de Comunicação, or “EBC”) that is to be partially funded by mobile operators. If Claro Brasil and Americel are unsuccessful in their challenge, the total amount they would be required to contribute to EBC through December 31, 2014 is approximately Ps.2,643 million (approximately R$477 million). The Company has made a judicial deposit in this amount. The Company has established a provision of Ps.2,593 million (approximately R$468 million), in the accompanying financial statements for losses arising from this contingency which the Company considers probable.

TFI—Installation Inspection Fee

Anatel charged Claro Brasil and Americel the amount of Ps.10,157 million (approximately R$1,833 million) as of December 31, 2014, related to the installation inspection fee (Taxa de Fiscalização de Instalação, or “TFI”) allegedly due for the renewal of radio base stations and handsets. Claro Brasil and Americel have challenged the amount charged, arguing that there was no new equipment installation that could lead to this charge, and the challenges are still pending. The Company has not established a provision in the accompanying financial statements and does not consider any loss to be probable.

Imposto sobre Operações Financeiras (IOF)

Net Serviços and its controlled companies have centralized cash management and cash transfers made under a current intercompany account. Management determined that such transfers are not subject to financial transaction tax IOF charges. However, the Federal Revenue Service may deem such transfers to be inter-company loans. In the event such transfers are deemed to be inter-company loans, the Company may be subject to IOF, on the amount of the loans. IOF applies to loans between non-financial entities at a maximum rate of 1.5% per year where the principal amount and the term for repayment is fixed, and at a daily rate of 0.0041% on the outstanding balance, without limit on the total amount of tax payable, if the principal amount of the loan is not fixed. In view of certain adverse court decisions as to the applicability of this law, the Company has established a provision of Ps.355 million (approximately R$64 million) as of December 31, 2014.

Tax Credit for Income Tax Withheld Abroad

The Brazilian Federal Revenue Service has issued tax assessments in the amount of Ps.1,923 million (approximately R$347 million), against Claro Brasil alleging that it incorrectly offset tax withheld in other countries against some of its Brazilian tax obligations. During 2011, Claro Brasil terminated its challenge with respect to Ps.1,369 million (approximately R$247 million), in tax assessments and paid those amounts to the Brazilian Federal Revenue Service, to preserve the right to offset the foreign tax withheld related to such tax assessments against its Brazilian tax obligations in future years. The total amount of the tax assessments that Claro Brasil is contesting as of December 31, 2014 is approximately Ps.648 million (approximately R$117 million). The Company has not made a provision in the accompanying financial statements to cover losses arising from this contingency.

PeruOther tax contingencies

Claro PerúAs of December 31, 2014, the Company’s Brazilian subsidiaries are engaged in a number of additional administrative and legal proceedings challenging tax assessments, as summarized below:

Claro Brasil and Americel have other on-going tax litigations in the total amount of Ps.704 million (approximately R$127 million) as of December 31, 2014, mostly related to the Brazilian Economic Intervention Contribution (Contribuição de Intervenção no Domínio Econômico or “CIDE”), the public price concerning the administration of numbering resources (Preço Público Relativo à Administração dos Recursos de Numeração, or “PPNUM”) and import taxes (Imposto de Importação, or “II”). The Company has established a provision of Ps.78 million (approximately R$14 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, Star One, TdB, and Primesys have other ongoing tax litigations in the amount of Ps.2,261 million (approximately R$408 million), mainly related toInstituto Nacional do Seguro Social, or “INSS”,Imposto Sobre Produtos Industrializados, or “IPI”, CPMF and the offsetting of IRPJ, COFINS, CSLL and Brazilian Foreign Paid Income Tax (Imposto de Renda Retido na Fonte, or “IRRF”) against allegedly improper IRPJ credits. The Company has established a provision of Ps.55 million (approximately R$10 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel was fined Ps.1,773 million (approximately R$320 million) by the Brazilian Federal Revenue Service for not making certain filings in the correct form from 2002 through 2005. The Company is contesting this fine on various grounds. The Company has not established a provision in the accompanying financial statements to cover losses arising from this contingency.

Embrapar, Embratel, Star One and TdB have received assessments in the total amount of Ps.1,435 million (approximately R$259 million), mainly related to allegedly nonpayment of the IRRF and CIDE and overpayments related to outbound traffic. The Company is challenging those assessments in administrative and judicial proceedings. The Company has established a provision of Ps.11 million (approximately R$2 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Regulatory Matters

OSIPTEL—Monopolistic practices investigationsAnatel Inflation-Related Adjustments

AlongAnatel challenged the calculation of inflation-related adjustments due under the agreements it had with another mobile operator, América Móvil Perú, S.A.C.Tess, S.A. (“Claro PerúTess”), and ATL, two of our Brazilian subsidiaries that were merged with and into Claro Brasil, which assumed their rights and obligations.

Under the agreements with Anatel, 40% of the concession price was due upon execution and 60% was due in three equal annual installments (subject to inflation-related adjustments and interest), beginning in 1999. The companies made all payments, but Anatel challenged the companies’ calculation of the inflation-related adjustments related to the payment corresponding to 60% of the concession price, alleging that such calculation resulted in a shortfall, and requesting additional payment. The amount of this shortfall and the method used to calculate monetary correction are subject to judicial disputes.

The companies filed declaratory and consignment actions seeking resolution of the disputes. The court of first instance ruled against ATL’s declaratory suit in October 2001 and ATL’s consignment action in September 2002. Subsequently, ATL filed appeals, which are still pending. Similarly, the court of first instance ruled against Tess’ consignment action in June 2003 and against Tess’ filing for declaratory action in February 2009. Tess also filed an appeal, which is still pending.

In December 2008, Anatel charged Tess approximately Ps.1,491 million (approximately R$269 million). Tess obtained an injunction from the targetFederal Court of Appeals suspending payment until the pending appeal is resolved. Similarly, in March 2009, Anatel charged ATL approximately Ps.1,058 million (approximately R$191 million). ATL also obtained an investigation into alleged monopolistic practices conductedinjunction from the Federal Court of Appeals suspending payment until the pending appeal is resolved. In April 2013, the appeal filed by ATL with respect to the declaratory suit was denied, and Claro Brasil filed a new appeal.

The Company calculated the amount of the shortfall based on a specific method and certain assumptions. If other methods or assumptions are used, the amount of damages may increase. In September 2014, Anatel calculated monetary correction in a total amount of Ps.8,866 million (approximately R$1.6 billion).

The Company has established a provision of Ps.3,302 million (approximately R$596 million), in the accompanying financial statements for losses arising from these contingencies which the Company considers probable.

Consumer Protection Lawsuit (DPDC)

In July 2009, the Brazilian Federal and State Prosecutor Office, along with the Consumer Protection and Defense Agency and other Brazilian consumer protection agencies, initiated a lawsuit against Claro Brasil alleging that it has violated certain regulations governing the provision of telecommunications services. The amount claimed by the Peruvian National Regulatory Authority(Organismo Supervisor de la Inversión Privada en Telecomunicacionesor “OSIPTEL”), related to mobile international long distance rates. As part ofplaintiffs is Ps.1,662 million (approximately R$300 million). In September 2013, the ongoing investigation, OSIPTEL has requested certain information fromrelevant court ruled against Claro PerúBrasil, and a resolution is expected to be issued inawarded the fourth quarter of 2014. If OSIPTEL determines thatplaintiff Ps.166 million (approximately R$30 million). The plaintiffs and Claro Perú engaged in monopolistic practices, it could impose a fine up to a 12% ofBrasil challenged the total annual revenues generated by Claro Perú.ruling and those challenges are still pending.

The Company has not established a provision in the accompanying financial statements to cover losses arising from this contingency.contingency, which the Company does not consider probable.

18. Related Parties

a) The following is an analysisImplementation of the balances with related parties at December 31, 2012new national domestic telephone number system

As a result of alleged service disruptions caused during the implementation of a new domestic dialing system in 1999, Embratel was fined by Anatel and 2013. All the following companies are considered associates or affiliatesDPDC, and several class actions were initiated against it. The aggregate total amount of América Móvil sincethese contingencies is Ps.887 million (approximately R$160 million). The Company contested these claims and in 2014 the Company or the Company’s principal shareholders are also direct or indirect shareholders of the related parties.

  2012  2013 

Accounts receivable:

  

Sanborns Hermanos, S.A.

 Ps.149,010   Ps.235,075  

Sears Roebuck de México, S.A. de C.V.

  245,075    353,724  

AT&T Corp. (AT&T)

  56,445    80,438  

Patrimonial Inbursa, S.A.

  164,267    245,318  

Other

  74,256    431,837  
 

 

 

  

 

 

 

Total

 Ps.689,053   Ps.1,346,392  
 

 

 

  

 

 

 

Accounts payable:

  

Fianzas Guardiana Inbursa, S.A. de C.V.

 Ps.231,678   Ps.212,765  

Operadora Cicsa, S.A. de C.V.

  272,293    280,374  

PC Industrial, S.A. de C.V.

  187,111    176,095  

Microm, S.A. de C.V.

  77,354    77,690  

Grupo Financiero Inbursa, S.A.B. de C.V.

  63,269    36,366  

Conductores Mexicanos Eléctricos y de Telecomunicaciones, S.A. de C.V.

  53,265    52,268  

Acer Computec México, S.A. de C.V.

  28,886    32,214  

Sinergía Soluciones Integrales de Energía, S.A. de C.V.

  74,541    35,826  

Eidon Software, S.A. de C.V.

  34,660    25,461  

AT&T Corp. (AT&T)

  1,275,193    1,039,043  

Other

  224,777    584,235  
 

 

 

  

 

 

 

Total

 Ps.2,523,027   Ps.2,552,337  
 

 

 

  

 

 

 

For the years ended December 31, 2011, 2012 and 2013, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

b) For the years ended December 31, 2011, 2012 and 2013, the Company conducted the following transactions with related parties:

   2011   2012   2013 

Investments and expenses:

      

Construction services, purchases of materials, inventories and property, plant and equipment(i)

  Ps.5,391,385    Ps.6,014,441    Ps.4,631,435  

Insurance premiums, fees paid for administrative and operating services, brokerage services and others(ii)

   2,354,859     2,411,663     2,349,494  

Call termination costs(iii)

   10,145,981     10,983,962     14,470,985  

Interconnection cost(iv)

   3,919,841     250,426     308,483  

Other services

   371,807     981,496     1,142,771  
  

 

 

   

 

 

   

 

 

 
  Ps.22,183,873    Ps.20,641,988    Ps.22,903,168  
  

 

 

   

 

 

   

 

 

 

Revenues:

      

Sale of long-distance services and other telecommunications services(v)

  Ps.5,266,597    Ps.352,086    Ps.277,522  

Sale of materials and other services

   523,795     447,390     439,091  

Call termination revenues(vi)

   512,897     486,230     617,058  
  

 

 

   

 

 

   

 

 

 
  Ps.6,303,289    Ps.1,285,706    Ps.1,333,671  
  

 

 

   

 

 

   

 

 

 

(i)In 2013, this amount includes Ps.4,441,279 (Ps.5,867,810 in 2012 and Ps.5,171,398 in 2011, respectively) for network construction services and construction materials purchased from subsidiaries of Grupo Carso, S.A.B. de C.V. (Grupo Carso).
(ii)In 2013, this amount includes Ps.765,097 (Ps.704,200 in 2012 and Ps.708,088 in 2011, respectively) for network maintenance services performed by Grupo Carso subsidiaries; Ps.555,984 in 2013 (Ps.599,784 in 2012 and Ps.584,254, in 2012 and 2011, respectively) for software services provided by an associate; Ps.627,945 in 2013 (Ps.669,118 and Ps.605,373 in 2012 and 2011, respectively) for insurance premiums with Seguros Inbursa, S.A. , which, in turn, places most of such insurance with reinsurers; and Ps.130,765 in 2013 (Ps.130,101 and Ps.160,080 in 2011 in 2012, respectively) of fees for management and operating services due to AT&T Mexico, Inc. and Inversora, which is a corporation under common control with América Móvil.
(iii)Includes the cost of buying airtime, long-distance services and megabytes navigation for value added services of Ps.14,326,300 in 2013 (Ps.10,937,396 in 2012 and Ps.9,963,570 in 2011) from AT&T subsidiaries.
(iv)Includes interconnection costs for calls from fixed telephones to mobile phones paid to NET subsidiaries.
(v)Revenues from billing long distance and other telecommunications services of Ps.4,641,231 in 2011 from NET; and Ps.200,791 in 2013 (Ps.235,804 and Ps.135,302 in 2012 and 2011, respectively) from AT&T subsidiaries.
(vi)Includes costs and revenues of voice services with AT&T subsidiaries.

c) During 2013, the Company paid Ps.920,244 (Ps.942,090 and Ps.726,524 in 2012 and 2011, respectively) for short-term direct benefits to its executives.

d) In November 2010, the Company entered intoobtained a revolving credit agreement with its affiliate Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa.favorable decision. The agreement provides a line of credit to the Company and/or its subsidiaries for up to Ps.5,230,600 (US$400,000), of which no amounts are outstanding.

19. Shareholders’ Equity

Shares

a) At December 31, 2013 and 2012, the Company’s capital stock was represented by 70,475,000,000 shares (23,424,632,660 Series “AA” shares, 680,805,804 Series A shares and 46,369,561,536 Series “L” shares) and

75,841,000,000 shares (23,424,632,660 Series “AA” shares, 712,842,183 Series A shares and 51,703,525,157 Series L), respectively (these figures reflects (i) the stock split effected in June 2011; (ii) the merger with AMTEL in 2006; (iii) the placement of 8,438,193,725 Series “L” treasury shares resulting from the tender offers for Carso Global Telecom, S.A.B. de C.V. and Telmex Internacional, S.A.B. de C.V., which were completed on June 16, 2010; and (iv) the exchanges (conversiones) of Series “A” shares for Series “L” shares made by third parties through S.D. Indeval Institución para el Deposito de Valores, S.A. de C.V.).

b) The capital stock of the Company consists of a minimum fixed portion of Ps.397,873 (nominal amount), represented by 95,489,724,196 shares (including treasury shares available for placement in accordance with the provisions of the Mexican Securities Law), of which (i) 23,424,632,660 are common Series “AA” shares; (ii) 776,818,130 are common Series “A” shares; and (iii) 71,288,273,406 are Series “L” shares, all of them fully subscribed and paid.

c) At December 31, 2013 and 2012, the Company’s treasury shares available for placement in accordance with the provisions of the Mexican Securities Law, were represented by 25,014,724,196 shares (25,007,472,235 Series “L” shares and 7,251,961 Series A shares), 19,648,724,196 shares (19,642,211,887 Series “L” shares and 6,512,309 Series A shares), respectively (these figures reflects (i) the stock split effected in June 2011; and (ii) the placement of 8,438,193,725 Series “L” treasury shares resulting from the tender offers for Carso Global Telecom, S.A.B. de C.V. and Telmex Internacional, S.A.B. de C.V., which were completed on June 16, 2010).

d) The holders of Series “AA” and Series “A” shares are entitled to full voting rights. The holders of Series “L” shares may only vote in certain circumstances, and they are only entitled to appoint two members of the Board of Directors and their respective alternates. The matters in which the shareholders who are entitled to vote are the following: extension of the term of the Company, early dissolution of the Company, change of corporate purpose of the Company, change of nationality of the Company, transformation of the Company, a merger with another company, as well as the cancellation of the registration of the shares issuedfine, applied by the Company in the National Securities RegistryRio de Janeiro’s Consumer Protection Agency, was nullified.

Administrative proceedings (PADOs)

Anatel filed several administrative proceedings (Registro NacionalProcedimentos Administrativos de ValoresDescumprimento de Obrigação, or “PADOs), and any other foreign stock exchanges where they may be registered, except for quotation systems or other markets not organized as stock exchanges. Within their respective series, all shares confer the same rights to their holders. The Company’s bylaws contain restrictions and limitations related to the subscription and acquisition of Series “AA” shares by non-Mexican investors.

e) In accordance with the bylaws of the Company, Series “AA” shares must at all times represent no less than 20% and no more than 51% of the Company’s capital stock, and they also must represent at all times no less than 51% of the common shares (entitled to full voting rights, represented by Series “AA” and Series “A” shares), representing said capital stock.

Series “AA” shares may only be subscribed to or acquired by Mexican investors, Mexican corporations and/or trusts expressly empowered for such purposes in accordance with the applicable legislation in force. Series “A” shares, which may be freely subscribed, may not represent more than 19.6% of capital stock and may not exceed 49% of the common shares representing such capital. Common shares (entitled to full voting rights, represented by Series “AA” and Series “A” shares), may not represent more than 51% of the Company’s capital stock.

Lastly, the combined number of Series “L” shares, which have limited voting rights and may be freely subscribed, and Series A shares may not exceed 80% of the Company’s capital stock. For purposes of determining these restrictions, the percentages mentioned above refer only to the number of Company shares outstanding.

Dividends

f) On April 25, 2012, the Company’s shareholders approved, among other resolutions, the (i) payment of a cash dividend of $0.20 pesos per share to each of the shares of its capital stock series “AA”, “A” and “L”, payable in two equal installments of $0.10 pesos; and (ii) increaseagainst Claro Brasil in the amount of funds availablePs.610 million (approximately R$110 million), because of alleged noncompliance with quality targets set by Anatel. The Company is contesting the PADOs on various grounds. The Company has established a provision of Ps.388 million (approximately R$70 million), in the accompanying financial statements for the acquisition oflosses arising from these contingencies that the Company’s own shares by Ps.30 billion pursuant to Article 56 of the Mexican Securities Market Law.Company considers probable.

g) On April 22, 2013, the Company’s shareholders approved, among other resolutions, the (i) payment of a cash dividend of $0.22 pesos per share to each of the shares of its capital stock series “AA”Anatel filed several administrative proceedings (PADOs), “A”against Embratel and “L”, payable in two equal installments of $0.11 pesos; and (ii) increaseEmbrapar in the amount of funds availablePs.4,305 million (approximately R$777 million), because of alleged noncompliance with quality targets set by Anatel. The Company is contesting the PADOs on various grounds. The Company has established a provision of Ps.89 million (approximately R$16 million), in the accompanying financial statements for the acquisitionlosses arising from these contingencies that the Company considers probable.

Other civil and labor contingencies

Claro Brasil and its subsidiaries are also party to other claims in the amount of Ps.9,846 million (approximately R$1,777 million), including claims filed by its telephone service customers and claims relating to environmental matters. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.382 million (approximately R$69 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Claro Brasil and its subsidiaries are party to labor claims in the amount of Ps.6,716 million (approximately R$1,212 million), filed by its current and former employees, alleging compensation for pension and other social benefits, overtime work, outsourcing and equal pay. The Company has established a provision of Ps.765 million (approximately R$138 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel and its subsidiaries are also party to other claims in the amount of Ps.4,012 million (approximately R$724 million), including claims filed by its telephone service customers and claims relating to environmental matters. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.305 million (approximately R$55 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel and its subsidiaries are party to labor claims in the amount of Ps.4,771 million (approximately R$861 million), filed by its current and former employees, alleging compensation for pension and other social benefits, overtime work, outsourcing and equal pay. The Company has established a provision of Ps.582 million (approximately R$105 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Net Serviços and its subsidiaries are also party to other claims in the amount of Ps.3,712 million (approximately R$670 million), including claims filed by its Pay TV, internet access and telephone service customers. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.948 million (approximately R$171 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Net Serviços and its subsidiaries are party to labor claims in the amount of Ps.9,215 million (approximately R$1,663 million), filed by its current and former employees, seeking additional compensation for performing high-risk activities and for overtime work and commissions. The Company has established a provision of Ps.831 million (approximately R$150 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Disputes with third parties

Claro Brasil and Americel are parties to certain disputes with third parties in connection with former sales agents, class actions (ACP’s), real estate issues, and other matters in the aggregate amount of Ps.2,903 million (approximately R$524 million). The Company has established a provision of Ps.122 million (approximately R$22 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, TdB, Primesys and Brasil Center are parties to a number of cases on a range of matters, including, among other things, disputes with former sales agents and disputes with former employees regarding health care payments. The cases, which are in advanced stages of the Company’s own shares by Ps.40 billion pursuant to Article 56litigation process, are for claims in the amount of Ps.2,266 million (approximately R$409 million). The Company has established a provision of Ps.1,042 million (approximately R$188 million), in the Mexican Securities Market Law.

Retained earnings and other reserves distributed as dividends and the effects derived from capital reductions, are subject to income tax at the rate at the date of distribution, exceptaccompanying financial statements for the restated stockholder contributions or distributions madelosses arising from the net taxed profit account (Cuenta de Utilidad Fiscal Neta Consolidada or CUFIN).

The dividends paid in excess of the account are subject to income tax on a grossed-current base rate. Since 2003, this tax may be credited against income tax for the year in which the dividends are paid and the following two years against the income tax and estimated payments. The payment of dividends described above comes from the balance of the Company’s CUFIN.

Legal reserve

According to the Mexican General Mercantile Corporation Law, companies must appropriate from the net profit of each year at least 5% to increase the legal reserve until it reaches 20% of capital stock at par value. This reserve may not be distributed to stockholders during the existence of the Company. At December 31, 2012 and 2013, the legal reserve amounted to Ps.358,440.

Restrictions on Certain Transactions

The Company’s bylaws providethese contingencies that any transfer of more than 10% of the combined A Shares and AA Shares, effected in one or more transactions by any person or group of persons acting in concert, requires prior approval by our Board of Directors. If the Board of Directors denies such approval, however, Mexican law and the Company bylaws require it to designate an alternate transferee, who must pay market price for the shares as quoted on the Mexican Stock Exchange.considers probable.

Ecuador

Conecel

Payment of Dividends

Dividends, either in cash or in kind, paid with respect to the L Shares, A Shares, L Share ADSs or A Share ADSs will generally be subject to a 10% Mexican withholding tax (provided that no Mexican withholding tax will apply to distributions of net taxable profits generated before 2014). Nonresident holders could be subject to a lower tax rate, to the extent that they are eligible for benefits under an income tax treaty to which Mexico is a party.

h) Earnings per shareShare

The following table shows the computation of the basic and diluted earnings per share:

 

  For the years ended December 31,   For the years ended December 31, 
  2011   2012   2013   2012   2013   2014 

Net profit for the period attributable to equity holders of the parent

  Ps.83,045,198    Ps.90,988,570    Ps.74,624,979    Ps.90,988,570    Ps.74,624,979    Ps.46,146,370  

Weighted average shares (in millions)

   78,599     76,150     72,866     76,150     72,866     69,254  
  

 

   

 

   

 

   

 

   

 

   

 

 

Earnings per share attributable to equity holders of the parent

  Ps.1.06    Ps.1.19    Ps.1.02  Ps.1.19  Ps.1.02  Ps.0.66  
  

 

   

 

   

 

   

 

   

 

   

 

 

20. Income Taxi) Undated Subordinated Fixed Rate Bond

In January 2013, Telekom Austria issued €600 million aggregate principal amount of its subordinated bonds. The interest rate on the bonds is 5.625% for the first five years and Asset Taxresets every five years beginning in 2018. The bonds have no specified maturity date but may be redeemed at the Company’s option at par, in whole but not in part, on any interest reset date beginning in 2018. Under IFRS, the Company is required to classify the bonds as equity, because of their indefinite maturity. Consequently, the Company recognizes the bonds as non-controlling interests in its consolidated financial statements.

I) Mexico

19.Other Financial Assets and Liabilities

Set out below is the categorization of the financial instruments, other those with carrying value amounts that are reasonable approximations of fair value, held by América Móvil S.A.B. de C.V. was the controlling company in the tax consolidation in accordance with prevailing corporate and tax law throughas at December 31, 2013 and as authorized by2014:

   December 31, 2013 
   Loans and
receivables
   Fair value
through
profit or loss
   Fair value
through OCI
 

Financial Assets:

      

Accounts receivable from subscribers, distributors, and other, net

  Ps.96,756,472    Ps.—      Ps.    

Related parties

   1,346,392     —      

Derivative financial instruments

     10,469,316    
  

 

 

   

 

 

   

 

 

 

Total

Ps.98,102,864  Ps.10,469,316  Ps.—    
  

 

 

   

 

 

   

 

 

 

Financial Liabilities:

Debt

Ps.490,319,844  Ps.   Ps.   

Accounts payable

 154,137,312  

Related parties

 2,552,337  

Derivative financial instruments

 5,179,024   187,299  
  

 

 

   

 

 

   

 

 

 

Total

Ps.647,009,493  Ps.5,179,024  Ps.187,299  
  

 

 

   

 

 

   

 

 

 
   December 31, 2014 
   Loans and
Receivables
   Fair value
through
profit or loss
   Fair value
through OCI
 

Financial Assets:

      

Accounts receivable from subscribers, distributors, and other, net

  Ps.122,028,071    Ps.     Ps.—    

Related parties

   1,320,107      

Derivative financial instruments

     22,536,056    
  

 

 

   

 

 

   

 

 

 

Total

Ps.123,348,178  Ps.22,536,056  Ps.—    
  

 

 

   

 

 

   

 

 

 

Financial Liabilities:

Debt

Ps.603,754,987  Ps.   Ps.   

Accounts payable

 191,503,362  

Related parties

 3,087,292  

Derivative financial instruments

 8,373,205   154,607  
  

 

 

   

 

 

   

 

 

 

Total

Ps.798,345,641  Ps.8,373,205  Ps.154,607  
  

 

 

   

 

 

   

 

 

 

Fair value hierarchy

The Company’s valuation techniques used to determine and disclose the tax authoritiesfair value of its financial instruments are based on the following hierarchy:

Level 1: Quoted prices (unadjusted) in 2002.active markets for identical assets or liabilities;

Level 2: Variables other than quoted prices in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices); and

Level 3: Variables used for the asset or liability that are not based on any observable market data (non-observable variables).

From 2002 to 2013,The fair value for the Company determined its income tax for each year on a consolidated basis, which in simple terms consistedfinancial assets (other those with carrying value amounts that are reasonable approximations of including the taxable income or tax loss of each subsidiary in AMX’s tax results as the controlling company, in proportion to a given percentage of América Móvil’s equity interest in each subsidiary.

As a result of the 2014 Tax Reform, on December 11, 2013 a new Law on Income Tax was issued,fair value) and the Law of the Business Flat Tax was eliminated.

Tax Consolidation

In 2010, Mexico’s tax consolidation regime was significantly amended to establish a maximum deferral period for current year income tax of five years while requiring previously applied tax consolidation benefits to be reversed (commonly referred to as “recaptured”) and remitted to the tax authorities in installments over the sixth to tenth years subsequent to the year in which the benefits were taken.

Therefore, in 2010, the Company calculated the income tax it had deferred through 2004, while in 2011, 2012 and 2013, it calculated its income tax corresponding to 2005, 2006 and 2007, respectively. Similarly, these taxes must be remitted in 5 annual installments.

Tax consolidation benefits resulted from:

i)Tax losses applied in the tax consolidation that would not have otherwise been carried forward individually by the entity that generated them; and

ii)Other items (apart from tax losses) that give rise to tax consolidation benefits, including losses on sales of shares not deducted individually by the entity that generated them; special consolidation items related to transactions carried out between consolidating entities; and dividends declared by consolidated subsidiaries as of 1999 that were not paid from the balance of their CUFIN or the Net reinvested taxed profits account (CUFINRE).

The individual CUFIN and CUFINRE balances of the group’s entities can result in taxable profits in conformity with the Mexican Income Tax Law (MITL). These amounts are referred to as “CUFIN differences.”

The deconsolidation effects with respect to tax losses that were carried forward under the consolidation regime amounted to Ps.3,279,356, which is being paid by AMXfinancial liabilities shown in the amounts and terms set forth in the law.

Optional Regime

The new Income Tax Law establishes the optional regime for corporate groups to defer the remittanceconsolidated statement of the deferred income tax of the group’s subsidiaries, under the terms and conditions established in Articles 59 to 71 of the MITL. In addition to the above, the Company meets the requirements for adopting this regime under Article 60 of the MITL, and accordingly, the Company filed its notice of incorporation into the optional regime under the terms and conditions published by the tax authority on February 17, 2014. Also, in conformity with rule 1.3.22.8 of the Miscellaneous Tax Rules, the Company has declared its intention to the option contained in such rule, which allows companies with unused tax lossesfinancial position at December 31, 2013 to carryand 2014 is as follows:

   Measurement of fair value at December 31, 2013 
   Level 1   Level 2   Level 3   Total 

Assets:

        

Derivatives financial instruments

  Ps.—      Ps.10,469,316    Ps.     Ps.10,469,316  

Pension plan assets

   230,393,171         230,393,171  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.230,393,171  Ps.10,469,316  Ps.   Ps.240,862,487  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Debt

Ps.319,838,222  Ps.200,011,820  Ps.   Ps.519,850,042  

Derivatives financial instruments

 5,366,323   5,366,323  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.319,838,222  Ps.205,378,143  Ps.   Ps.525,216,365  
  

 

 

   

 

 

   

 

 

   

 

 

 
   Measurement of fair value at December 31, 2014 
   Level 1   Level 2   Level 3   Total 

Assets:

        

Derivatives financial instruments

  Ps.     Ps.22,536,056    Ps.     Ps.22,536,056  

Pension plan assets

   242,360,329         242,360,329  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.242,360,329  Ps.22,536,056  Ps.   Ps.264,896,385  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

Debt

Ps.411,497,065  Ps.229,028,589  Ps.   Ps.640,525,654  

Derivatives financial instruments

 8,527,812   8,527,812  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

Ps.411,497,065  Ps.237,556,401  Ps.   Ps.649,053,466  
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of derivatives financial instruments are valued using valuation techniques with market observable inputs. To determine its Level 2 fair value, the Company applies valuation techniques including forward these losses under the new regime.pricing and swaps models, using present value calculations. The models incorporate various inputs including credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves. Fair value of debt Level 2 has been determined using a model based on present value calculation incorporating credit quality of AMX.

Corporate tax rate

The income tax rate applicable in Mexico for 2010, 2011 and 2012 was 30%.

On December 7, 2009, a tax reform was approved that increased the corporate income tax rate from 28% to 30% for the years from 2010 to 2012 and was scheduled to be decreased to 29% in 2013 and 28% in 2014 and thereafter. However, the Mexican Federal Internal Revenue Act enacted in December 2012 established that the corporate income tax rate will remain at 30% in 2013 and that the income tax rate reduction to 29% will take effect in 2014 and to 28% in 2015 and thereafter. The effect of the change in the corporate income tax rate on

deferred taxes as of December 31, 2012 resulted in an amount charged to deferred tax expense of Ps.155,599 in 2012. Furthermore, for fiscal year 2013, the Mexican Federal Internal Revenue Act, enacted in December 2013, established that the corporate income tax rate is 30%. The effect on the change in the tax rate was Ps.138,849.

An analysis of income tax charged to results of operations forFor the years ended December 31, 2011, 2012, 2013 and 2014, no transfers were made between Level 1 and Level 2 fair value measurement hierarchies.

20. Commitments and Contingencies

a) Leases

At December 31, 2013 and 2014, the Company has entered into several lease agreements with related parties and third parties for the buildings where its offices are located (as a lessee), as well as with the owners of premises where the Company has installed radio bases. The lease agreements generally have terms from one to fourteen years.

An analysis of the minimum rental payments for the next five years is shown below. In some cases, rental amounts are increased each year based on the National Consumer Price Index.

The Company has the following non-cancelable commitments under finance leases:

Year ended December 31,

  2013   2014 

2014

  Ps.278,957    Ps.—    

2015

   246,821     266,026  

2016

   140,425     148,350  

2017

   30,552     31,319  

2018

   30,552     31,319  

2019

   59,814     31,319  

2020 and thereafter

   —       29,994  
  

 

 

   

 

 

 

Total

 787,121   538,327  

Less: amounts representing finance charges

 (96,479 (67,132
  

 

 

   

 

 

 

Present value of net minimum lease payments

 690,642   471,195  

Less current portion

 246,598   244,239  
  

 

 

   

 

 

 

Long-term obligations

Ps.444,044  Ps.226,956  
  

 

 

   

 

 

 

An analysis of non-cancellable operating leases in the next five years is as follows:

 

   2011  2012  2013 

In Mexico:

    

Current year income tax

  Ps.31,933,880   Ps.27,123,124   Ps.20,396,868  

Deferred income tax

   (5,679,173  781,410    (5,936,699

Effect of changes in tax rate

   (99,763  155,599    138,849  

Foreign:

    

Current year income tax

   18,940,637    21,047,770    17,955,532  

Deferred income tax

   (5,349,714  (3,124,451  (2,161,819
  

 

 

  

 

 

  

 

 

 
  Ps.39,745,867   Ps.45,983,452   Ps.30,392,731  
  

 

 

  

 

 

  

 

 

 

Year ended December 31,

    

2015

   10,173,043  

2016

   8,709,551  

2017

   6,453,449  

2018

   6,100,856  

2019

   6,268,309  

2020 and thereafter

   14,254,912  
  

 

 

 

Total

Ps.51,960,120  
  

 

 

 

A reconciliation of the corporate income tax rate to the effective income tax rate recognized by the Company is as follows:

   Year ended December 31, 
       2011          2012          2013     

Statutory income tax rate in Mexico

   30.0  30.0  30

Impact of non-deductible and non-taxable items:

    

Tax inflation effect

   2.1  4.0  5.7

Operations of foreign subsidiaries

   (1.0%)   (0.3%)   (0.7%) 

Tax loss on sale of financial asset restructuring

   —      —      (8.3%) 

Other

   (0.4%)   (3.9%)   (4.6%) 
  

 

 

  

 

 

  

 

 

 

Effective tax rate on Mexican operations

   30.7  29.8  22.1

Change in estimated realization of deferred tax assets in Brazil

   (1.5%)   (0.3%)   0.9

Use of tax credits in Brazil

   (0.4%)   (1.1%)   (0.3%) 

Foreign subsidiaries—other items, net

   2.3  5.0  6.1
  

 

 

  

 

 

  

 

 

 

Effective tax rate

   31.1  33.4  28.8
  

 

 

  

 

 

  

 

 

 

An analysis of temporary differences giving rise to the net deferred tax liability is as follows:

   At December 31, 
   2012  2013 

Deferred tax assets

   

Provisions

  Ps.3,691,556   Ps.6,960,414  

Deferred revenues

   2,129,829    2,186,987  

Tax losses

   2,726,614    533,610  

Other

   96,236    1,541,245  
  

 

 

  

 

 

 
   8,644,235    11,222,256  

Deferred tax liabilities:

   

Property, plant and equipment

  Ps.(8,312,837 Ps.(9,288,481

Licenses and rights of use

   (2,761,970  (1,437,216

Deferred effects of tax consolidation in Mexican subsidiaries

   (7,169,028  (4,164,355

Other

   903,658    1,872,237  
  

 

 

  

 

 

 
   (17,340,177  (13,017,815

Plus:

   

Effect of changes in tax rate

   305,999    167,150  
  

 

 

  

 

 

 

Total deferred tax liabilities, net

  Ps.(8,389,943 Ps.(1,628,409
  

 

 

  

 

 

 

An analysis of the effects of temporary differences within the deferred tax that was charged or (credited) to results of operations is as follows:

      Year Ended December 31, 
   2011  2012  2013 

Deferred tax assets:

    

Provisions

  Ps.1,832,791   Ps.177,449   Ps.3,268,858  

Deferred revenues

   1,319,623    (993,322  57,158  

Tax losses

   275,777    (1,489,907  (2,193,004

Other

   1,455,280    121,480    1,445,009  
  

 

 

  

 

 

  

 

 

 
   4,883,471    (2,184,300  2,578,021  

Deferred tax liabilities:

    

Property, plant and equipment

   375,249    (1,934,691  (1,099,239

Inventories

   4,261    326,893    —    

Licenses and rights of use

   85,110    447,645    612,132  

Other

   (1,256,440  7,028,218    456,201  
  

 

 

  

 

 

  

 

 

 
   (791,820  5,868,065    (30,906
  

 

 

  

 

 

  

 

 

 

Plus:

    

Effect of changes in tax rate

   (67,387  155,599    (138,849

Income tax from tax consolidation

   (107,445  35,822    3,004,672  
  

 

 

  

 

 

  

 

 

 

Total deferred tax benefit

  Ps.3,916,819   Ps.3,875,186   Ps.5,412,938  
  

 

 

  

 

 

  

 

 

 

The effects of temporary differences giving rise to the deferred tax asset at December 31, 2012 and 2013 is as follows:

   At December 31, 
   2012  2013 

Deferred tax assets:

   

Accrued liabilities

  Ps.16,261,385   Ps.14,008,504  

Deferred revenues

   2,520,687    3,820,067  

Employee benefits

   15,772,716    17,606,276  

Tax losses

   15,826,663    14,179,102  

Other

   3,494,131    9,274,546  
  

 

 

  

 

 

 
   53,875,582    58,888,495  

Deferred tax liabilities:

   

Property, plant and equipment

   (11,911,939  (12,358,022

Licenses and rights of use

   (490,497  (188,567

Inventories

   2,738,119    4,048,858  

Other

   160,864    462,922  
  

 

 

  

 

 

 
   (9,503,453  (8,034,809
  

 

 

  

 

 

 

Total deferred tax assets

  Ps.44,372,129   Ps.50,853,686  
  

 

 

  

 

 

 

At December 31, 2011, 2012 and 2013, the above table includes the deferred tax assets of Mexico, United States, Puerto Rico, Argentina, Colombia, Honduras, Guatemala, Nicaragua, Uruguay, Ecuador, Peru and Brazil.

An analysis of the effects of temporary differences within the deferred tax that was (charged) or credited to results of operations is as follows:

   Year Ended December 31, 
   2011  2012  2013 

Deferred tax assets:

    

Accrued liabilities

  Ps.1,176,059   Ps.(1,357,053 Ps.(2,252,881

Deferred revenues

   303,386    1,173,893    1,299,380  

Employee benefits

   (767,091  (1,472,849  2,596,157  

Tax losses

   1,719,089    (493,024  (1,647,561

Other

   (377,265  (2,783,330  1,082,493  
  

 

 

  

 

 

  

 

 

 
   2,054,178    (4,932,363  1,077,588  

Deferred tax liabilities:

    

Property, plant and equipment

   (542,340  1,205,725    (446,083

Inventories

   5,400,000    (2,640,266  1,310,739  

Licenses and rights of use

   104,660    71,018    301,930  

Other

   195,333    233,258    302,058  
  

 

 

  

 

 

  

 

 

 
   5,157,653    (1,130,265  1,468,644  
  

 

 

  

 

 

  

 

 

 

Total deferred tax benefit

  Ps.7,211,831   Ps.(6,062,628 Ps.2,546,732  
  

 

 

  

 

 

  

 

 

 

Reconciliation of deferred tax assets and liabilities, net:

   2011  2012  2013 

Opening balance as of January 1,

  Ps.7,590,607   Ps.40,061,740   Ps.35,982,186  

Deferred tax benefit (expense) for the year and effect of changes in tax rate recognized in profit or loss

   11,128,650    (2,187,442  7,959,670  

Deferred tax benefit recognized in OCI

   21,342,483    (125,868  586,000  

Deferred taxes acquired in business combination

    (1,766,244  4,697,422  
  

 

 

  

 

 

  

 

 

 

Closing balance as of December 31,

  Ps.40,061,740   Ps.35,982,186   Ps.49,225,278  
  

 

 

  

 

 

  

 

 

 

Presented in the consolidated statements of financial position as follows:

    

Deferred income tax assets

  Ps.47,372,186   Ps.44,372,129   Ps.50,853,686  

Deferred income tax liabilities

   (7,310,446  (8,389,943  (1,628,409
  

 

 

  

 

 

  

 

 

 
  Ps.40,061,740   Ps.35,982,186   Ps.49,225,277  
  

 

 

  

 

 

  

 

 

 

The deferred tax assets are in tax jurisdictions in which the Company considers that, based on financial projections of its cash flows, results of operations and synergies between subsidiaries, the Company will generate taxable income in subsequent periods.

The Company does not recognize a deferred tax liability related to the undistributed earnings of its subsidiaries, because it currently does not expect these earnings to be taxable or to be repatriated in the near future. The Company’s policy has been to distribute the profits when it has paid the corresponding taxes in its home jurisdiction and the tax can be accredited in Mexico.

At December 31, 2012 and 2013, the balance of the contributed capital account (“CUCA”) is Ps.387,806,147 and Ps.417,052,837, respectively, and the CUFIN balance is Ps.379,500,778 and Ps.415,327,853, respectively.

II) Foreign Subsidiaries

a) Results of operations

The foreign subsidiaries determine their taxes on profits based on their individual taxable income, in accordance with the specific tax regimes of each country. The combined income before taxes and the combined provision for taxes of such subsidiaries in 2011, 2012 and 2013 are as follows:

   2011   2012   2013 

Combined income before taxes

  Ps.42,011,515    Ps.42,628,730    Ps.29,270,337  

Combined tax provision differences not deductible-not cumulative in the Foreign Subsidiaries

   13,590,923     17,923,319     15,793,713  

iii) Tax losses

a) At December 31, 2013, the available tax loss carryforwards recorded in deferred tax assets of the subsidiaries of América Móvil are as follows:

Country

  Balance of available tax
loss
carryforwards at
December 31, 2013
   Tax benefits 

Chile

  Ps.1,390,741    Ps.236,426  

Brazil

   38,879,043     13,218,875  

Mexico

   3,102,006     930,602  

Peru

   423,372     127,012  

United States

   3,046     1,066  

Colombia

   602,217     198,731  
  

 

 

   

 

 

 

Total

  Ps.44,400,425    Ps.14,712,712  
  

 

 

   

 

 

 

b) The tax loss carryforwards in the different countries in which the Company operates have the following terms and characteristics:

i) The Company has accumulated approximately B$7,057 million in net operating loss carry-forwards (“NOL’s”) in its various Brazilian subsidiaries, equating to approximately Ps.38,879,043 as of December 31, 2013. Through December 31, 2013, the Company’s Brazilian operations are concentrated in its subsidiaries Claro, Embratel and Net, each having varying levels of NOL’s. In Brazil there is no expiration of the NOL’s. However, the NOL amount in each year may not exceed 30% of the taxable income for such year. Consequently, in the year in which taxable income is generated, the effective tax rate is 25% rather than the 34% corporate tax rate.

In Brazil, deferred tax assets are recognized for tax losses to the extent that the realization of the related tax benefit through future taxable profits is probable, as well as for other temporary items. The benefit in income taxesRent expense for the years ended December 31, 2012, 2013 and 2014 was Ps.16,023,781, Ps.14,800,464 and Ps.18,925,361, respectively.

b) Commitments

At December 31, 2014, there were commitments in certain subsidiaries for the acquisition of equipment for incorporation into their 4G networks for an amount up to approximately US$1,113,540 (approximately Ps.16,771,745). The completion period of these projects depends upon the type of fixed assets under construction. In the case of telephone plants (switching transmission), it takes 6 months on average; for others, it may take more than 2 years.

These commitments will be paid as follows:

Less than 1 year

Ps.15,161,657

1 to 3 years

1,610,088

Total

Ps.16,771,745

As of December 31, 2014, the Company has outstanding purchase commitments with telephone manufacturers for cellular phones for resale for approximately Ps.9,478,000 (US$644,000), for delivery through May 2015.

In addition, the Company’s subsidiary Tracfone has entered into long-term contracts with wireless carriers for the purchase of airtime minutes at current market prices. The purchase commitments are with four carriers, and at December 31, 2014, are as follows:

Less than 1 year

Ps.42,608,610

1 to 3 years

28,332,150

Total

Ps.70,940,760

c) Contingencies

Mexico

América Móvil

Tax Assessment

In December 2014, the Mexican Tax Administration Service (Servicio de Administración Tributariaor “SAT”), notified the Company, of an assessment of Ps.529.7 million related to its tax return for the fiscal year ended December 31, 2005 and reduced the consolidated tax loss from Ps.8,556 million to zero. This matter is related to the fine imposed to its subsidiary, Sercotel, S.A. de C.V. (“Sercotel”), in the amount of Ps.1,400 million which is mentioned below. The Company has challenged this assessment in federal tax courts, and this challenge is still pending. AMX has not established a provision in the accompanying financial statements for loss arising from this contingency.

Preponderant Economic Agent Determination

In March 2014, each of the Company, Radiomovil Dipsa, S.A. de C.V. (“Telcel”), and Teléfonos de México, S.A.B. de C.V. (“Telmex”), filed injunctions (juicios de amparo) against the resolution issued by the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones or “IFT”), through which said institute determined as “preponderant economic agent” (agente económico preponderante) in the telecommunications market in Mexico an alleged economic interest group comprised by the Company, Telmex, Telcel, Grupo Carso, S.A.B. de C.V., and Grupo Financiero Inbursa, S.A.B. de C.V., imposing certain specific asymmetrical regulations. Resolution of such injunctions is pending. Enforceability of the IFT resolution may not be suspended.

Telcel

COFECO—Monopolistic practices investigations

Telcel, is the target of two investigations into alleged monopolistic practices originally commenced by the Federal Antitrust Commission (Comisión Federal de Competencia, or “COFECO”). One concerns alleged actions by Telcel and certain of its distributors in relation to the purchase and sale of cellular phones from and to third parties. COFECO determined that Telcel engaged in anti-competitive behavior, and the agency imposed fines totaling Ps.3.3 million and ordered that Telcel cease the alleged monopolistic practices immediately. Telcel has challenged COFECO’s findings and fines in the courts. COFECO’s findings and fines were upheld by the courts. In February, 2015, Telcel paid Ps.5.5 million, which included the amount of the fine, plus corresponding adjustments.

The second investigation concerns alleged monopolistic practices in the mobile termination (interconnection) market. In April 2011, COFECO imposed a fine of Ps.11,989 million against Telcel for alleged monopolistic practices that according to COFECO also constituted a repeat offense. In May 2011, Telcel filed an administrative motion for reconsideration(recurso de reconsideración) with COFECO and proposed a series of undertakings related to the alleged monopolistic practices. In May 2012, COFECO revoked the fine. As a condition to the revocation of the fine, Telcel agreed to comply with the undertakings that it proposed to COFECO. As a result of a constitutional amendment enacted in 2013, the IFT, is responsible for monitoring Telcel’s compliance with respect to such undertakings. Six mobile operators challenged the revocation of the fine through an appeal for relief (juicio de amparo). Four of such proceedings have now been resolved on terms favorable to Telcel and the remaining two are pending. One of the operators whose appeal for relief (juicio de amparo) is pending, also filed a judicial proceeding claiming alleged damages arising from the revocation of the fine and the performance of the undertakings proposed by Telcel.

The IFT is empowered to oversee compliance by Telcel of the agreed upon undertakings. In the event the IFT considers Telcel has breached any such undertakings, the IFT may impose a fine of up to 8% of Telcel’s annual revenues. Telcel believes it has complied with all of these undertakings and expects the IFT to confirm such compliance.

Mobile termination rates

Mobile termination rates for the years 2005 through 2010 between Telcel and affiliated operators Axtel and Avantel were the subject of a number of legal proceedings. The Supreme Court of Justice (Suprema Corte de Justicia de la Nación) addressed these disputes in a series of rulings during 2012 and early 2013, attributablewhich generally (i) determined that the Mexican Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes or “SCT”), does not have authority to resolve disputes over mobile termination rates; (ii) confirmed that the Federal Telecommunications Commission (Comisión Federal de Telecomunicaciones, or “COFETEL”), has authority to determine mobile termination rates based on its own cost models; (iii) for certain periods (2005-2007), confirmed the rates established by COFETEL; and (iv) for other periods (2008-2010), required COFETEL to reissue resolutions determining mobile termination rates between the parties.

On March 18, 2015, a settlement agreement has been entered into with Axtel and Avantel. Pursuant to such settlement agreement, certain disputes regarding termination rates and related interconnection matters have been finally settled between Axtel, on the one hand, and Telcel, Teléfonos de México, S.A.B. de C.V. (“Telmex”), and Teléfonos del Noroeste, S.A. de C.V. (“Telnor”), on the other.

As part of the settlement agreement, Axtel and Telcel executed interconnection services agreements. With the execution of these agreements all disputes regarding mobile termination rates and related interconnection proceedings that started in 2005 have been finally settled between the parties. In addition, disputed and outstanding amounts related to mobile termination services for the period from 2005 to 2014 have been paid.

In consideration for the execution of the settlement agreement; the execution of interconnection services agreements with Telcel for the period from 2005 to 2015; the settlement and termination of certain existing disputes and claims with Telcel, Telmex and Telnor; and the assignment to América Móvil of certain litigation rights arising from administrative and judicial proceedings existing between the parties, América Móvil paid Axtel Ps.950 million.

Several mobile operators began proceedings with COFETEL (desacuerdos de interconexión), to establish applicable mobile termination rates and other interconnection conditions for the years 2011 to 2015. COFETEL determined rates for 2011. IFT determined rates for 2012, but has yet to determine mobile termination rates for 2013 in connection with the proceedings (desacuerdos de interconexión) in which Telcel is a party. In proceedings (desacuerdos de interconexión) in which other operators are parties thereof, the IFT has determined an applicable mobile termination of Ps.0.3144 for 2013.

On March 26, 2014, the IFT issued a resolution imposing on Telcel a specified asymmetric interconnection rate it must charge to all operators for traffic to Telcel’s network for the period commencing on April 6 and ending on December 31, 2014. Telcel has filed an appeal for relief (juicio de amparo), against the IFT’s resolution.

As a result of the entering into force of the Federal Law on Telecommunications and Broadcasting (Ley Federal de Telecomunicaciones y Radiodifusión), the preponderant economic agent in the telecommunication sector (comprised, among others, by the Company, Telcel and Telmex), is precluded from charging other operators for traffic terminating in its network, but is required to pay termination rates for the traffic originated on its network. Although Telcel has challenged such gratuitous asymmetric regime in courts, the enforceability of such regime is not subject of being suspended.

Telcel has begun proceedings in order to determine the mobile termination rates it must pay to other operators for the years 2015 and 2016. In accordance with applicable legislation, the parties have 60 days to agree upon such rates. Upon expiration of such term, either party may begin proceedings (desacuerdos de interconexión), with IFT to establish applicable mobile termination rates.

Any potential disparity between the mobile termination rates made available by Telcel to other operators and the rates to be established by the IFT may give rise to contractual claims among Telcel and other operators for reimbursement or payment, as the case may be, of amounts paid or owed between Telcel and such operators.

Likewise, the Company expects that these mobile termination rates, as well as other rates applicable to mobile interconnection (such as transit), will continue to be the subject of litigation and administrative proceedings. The Company cannot predict when or how these matters will be resolved. The competitive and financial effects of any resolution could be complex and difficult to predict.

As of December 31, 2014, the Company has established provisions in the accompanying financial statements for the losses AMX considered probable and estimable at such date for approximately Ps.2,500 million.

Short Message Services (SMS)—Rates

On March 26, 2014, the IFT issued a resolution imposing on Telcel a specified SMS termination rate it must charge to all mobile operators for the period commencing on April 6 and ending on December 31, 2014. The rate was reduced from Ps.0.1537 to Ps.0.0391. Telcel has filed an appeal for relief (juicio de amparo), against the IFT’s resolution.

As a result of the entering into force of the Federal Law on Telecommunications and Broadcasting, the preponderant economic agent in the telecommunication sector (comprised, among others, by the Company, Telcel and Telmex), is precluded from charging other operators for SMS terminating in its network, but is required to pay termination rates for the traffic originated on its network. Although Telcel has challenged such gratuitous asymmetric regime in courts, the enforceability of such regime is not subject of being suspended.

Telcel has begun proceedings in order to determine the mobile termination rates it must pay to other operators for SMS. In accordance with applicable legislation, the parties have 60 days to agree upon such rates. Upon expiration of such term, either party may begin proceedings (desacuerdos de interconexión) with IFT to establish applicable mobile termination rates.

Short Message Services (SMS)—Royalties

The SAT, notified Telcel of tax assessments totaling Ps.320 million alleging nonpayment of royalties for revenues generated by short message services during 2004 and 2005. The SAT is alleging that Telcel owes such amounts because short message services constitute concessioned services. Telcel has challenged the assessments on the

grounds that short message services are value-added services that are not concessioned services. In other proceedings, COFETEL and more recently its successor, the IFT, have ruled that short text messages are subject to the interconnection regulatory regime and that such services do not constitute value-added services and are therefore concessioned services. Telcel has established a provision in the accompanying financial statements for the loss arising from these contingencies that the Company considers probable.

Class Actions

The Federal Consumer Bureau (Procuraduría Federal del Consumidor, or “Profeco”), filed an action similar to a class action in Mexican courts on behalf of customers who filed complaints before it, alleging deficiencies in the quality of Telcel’s network in 2010 and breach of customer agreements. If the action is resolved in favor of Profeco, Telcel’s customers would be entitled to compensation for damages.

Beginning in 2012, Mexican Law provides for class actions seeking compensation. These class actions may arise from antitrust, consumer, data and privacy protection issues, as well as administrative, criminal and environmental violations, and may be filed by the competent authorities or the affected groups.

Five class actions have been initiated against Telcel (i) three are related to quality of service and were filed by consumers; (ii) one also filed by consumers is related to quality of service, but in addition compares wireless voice, data and broadband international rates claiming that rates offered by Telcel are higher than international comparable rates; and (iii) one was filed by Profeco and relates to a network technical malfunction that occurred in January 2013.

The Company currently does not have enough information to determine whether these class actions could have an adverse effect on our business and results of operations if they are resolved against us. Consequently, Telcel has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Carso Global Telecom

In November 2010, the SAT notified Carso Global Telecom, S.A. de C.V. (“CGT”), of an assessment of Ps.3,392 million related to the change in estimate over the recoverabilityscope of fiscal consolidation in 2005. SAT alleges that this change generated a reduction in the participation of CGT in its subsidiaries, resulting in increased income taxes. CGT has challenged this assessment in federal tax courts, and this challenge is still pending. AMX has not established a provision in the accompanying financial statements for loss arising from this contingency.

Sercotel

In March 2012, SAT notified Sercotel and the Company of a fine of approximately Ps.1,400 million because of the SAT’s objection to the allegedly improper tax implications of the transfer of certain accounts receivable from one of the Company’s subsidiaries to Sercotel. AMX challenged the fine by filing an administrative appeal with the tax authority which is still pending. The Company also expects SAT will issue tax assessments of Ps.2,750 million relating to the same matter.

The Company has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Telmex

COFECO/IFT—Monopolistic practices investigations

Telmex and Telnor, are the target of three investigations into alleged monopolistic practices originally commenced by COFECO. In the first two investigations, it was determined that Telmex and Telnor engaged in monopolistic practices in the fixed-network interconnection services market. Telmex and Telnor have filed legal proceedings (including an appeal for relief(juicio de amparo), against these rulings and their cases are pending resolution. In the third investigation, in February 2013 COFECO determined that Telmex and Telnor engaged in monopolistic practices in the wholesale market for dedicated-link leasing (local and domestic long-distance). Telmex and Telnor challenged that resolution and their cases are still pending.

AMX cannot predict when or how these investigations will be resolved. The competitive and financial effects of any final findings by the IFT could be complex and difficult to predict. They may include monetary fines or additional regulations or restrictions that may limit our flexibility and our ability to adopt competitive market policies, any of which could materially reduce Telmex and Telnor’s revenues in future periods.

AMX has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Proceedings Concerning Telmex’s Relationship with Dish México

As previously disclosed, in November 2008, Telmex entered into several agreements with Dish México, S. de R.L. de C.V. (“Dish México”), and its affiliates, which operate a DTH Pay TV system in Mexico, pursuant to which Telmex is currently providing billing and collection services, among others. As announced in July 2014, Telmex waived its rights arising from the option agreement related to the purchase of 51% of the shares representing the capital stock of Dish México.

Telmex has been subject to investigations in the past related to these arrangements. Recently, we have received new inquiries from governmental authorities on this subject, including inquiries from the Mexican National Banking and Securities Commission(Comisión Nacional Bancaria y de Valores orCNBV”), in the case of América Móvil, and from both the CNBV and the IFT, in the case of Telmex.

In January 2015, Telmex was notified of a resolution issued by the IFT imposing a fine for an amount of Ps.14.4 million on the grounds that an alleged merger (concentración) between Telmex and Dish was not notified in November 2008. Telmex has filed an appeal for relief(juicio de amparo) against this resolution and the case is still pending. The inquiry received from the CNBV is pending and AMX cannot predict the outcome of such inquiry.

Notwithstanding the above, AMX is confident that our actions in connection with our relationship with this customer have been appropriate in all respects, because the arrangements were limited to providing services, providing financial support (in the form of leasing equipment and committing to locate fallback financing) and agreeing to purchase and sale options that could result in Telmex investing in the customer if specified regulatory conditions were met, including the approval from the relevant competent authorities. The Company does not believe these arrangements have at any time been material to our results, our financial condition or our compliance with our regulatory obligations.

However, the 2013 constitutional amendments prohibit a preponderant economic agent from obtaining direct or indirect benefit from the free of charge mandatory “must offer, must carry” rules for cable television providers. In March 2014, the IFT determined that Telmex is part of an economic group that is a preponderant economic agent, and consequently Telmex may not benefit from these rules. We will ensure that Telmex does not benefit from any application of the “must offer, must carry” rules.

AMX has not established a provision in the accompanying financial statements for loss arising from these contingencies.

Brazil

In August 2014, the Brazilian National Telecommunications Agency (Agência Nacional de Telecomunicações, or “Anatel”) approved the Company’s proposal for a corporate reorganization of certain of its subsidiaries in Brazil, aiming, among other purposes, to simplify their corporate structure and to reduce their operational costs. The reorganization became effective in December 2014, and, as a result, Empresa Brasileira de Telecomunicações S.A. (“Embratel”), Embratel Participações S.A. (“Embrapar”) and Net Serviços Comunicação, S.A. (“Net Serviços”) merged into Claro S.A. (“Claro Brasil”). Claro Brasil is the legal successor of Embrapar, Embratel and Net Serviços, but for reference purposes, this note will indicate the entity involved in each matter prior to the merger.

Tax Matters

ICMS

The Brazilian State Revenue Services have issued multiple tax assessments against Claro Brasil and Americel S.A. (“Americel”), alleging that they improperly claimed certain tax credits under the state value added tax (Imposto sobre Operações relativas à Circulação de Mercadorias e sobre Prestações de Serviços de Transporte Interestadual e Intermunicipal e de Comunicação, or “ICMS”) regime in each Brazilian state. The Company is contesting these tax assessments in multiple separate proceedings, first at the administrative level and then in the judicial courts, and these proceedings are at various stages. The Company has received rulings in some of these cases, including some that are unfavorable, which the Company has appealed. As of December 31, 2014, the total

amount of the tax assessments is approximately Ps.17,820 million (approximately R$3,216 million), including fines and interest. The Company has established a provision of Ps.637 million (approximately R$115 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, Primesys Soluções Empresariais S.A. (“Primesys”), Embratel TVSAT Telecomunicações S.A. (“TV SAT”) and Telmex Do Brasil Ltda. (“TdB”) received assessments in the amount of Ps.8,184 million (approximately R$1,477 million), from the tax authorities related to nonpayment of ICMS and alleged ICMS tax credits improperly claimed. The Company is contesting these tax assessments in multiple separate proceedings at the administrative level and in the judicial courts. These proceedings are in different stages, and the Company cannot predict the timing of a final outcome. The Company has established a provision of Ps.272 million (approximately R$49 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Star One S.A. (“Star One”), has received tax assessments in the amount of Ps.14,118 million (approximately R$2,548 million), mainly based on the allegation that the provision of satellite capacity is subject to ICMS tax. The Company is contesting these tax assessments in multiple separate proceedings and has obtained two appealable favorable judicial decisions in two proceedings by second degree Brazilian Courts. A resolution is pending for the majority of the proceedings. The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency.

In 2011 and 2013, Net Serviços was assessed by the Secretary of the Treasury of the State of São Paulo over a tax benefit derived from reducing its ICMS tax base, alleging that Net Serviços did not include revenues from the rental of equipment (locação de equipamento) in the ICMS base. The amount of this assessment as of December 31, 2014, was Ps. 2,671 million (approximately R$482 million). The tax authority claims that from (i) January 2008 to November 2009; and (ii) January 2010 to December 2011, Net Serviços should have paid the ICMS on Pay TV services revenues at a rate of 25% instead of the rate of 10% actually applied by Net Serviços. In the tax authority’s view, Net Serviços could not benefit from the rate reduction allowed by ICMS Agreement No.57/99 because Net Serviços did not include the rental of equipment in its revenues. Net Serviços based its calculation on the interpretation of the Brazilian Superior Court that the rental of equipment shall not be confused with a subscription TV service, and therefore cannot be taxed by ICMS and, consequently, Net Serviços should not lose such tax benefit. However, there is no specific precedent at the administrative or judicial levels on the issue, and it is not possible to predict the outcome of this matter. The Company has established a provision in the accompanying financial statements.

In 2008 and 2010, Net Brasília Ltda. (“Net Brasília”), a Net Serviços subsidiary, received tax assessment notices from the State Internal Revenue of the Distrito Federal in the amount of Ps.1,141 million (approximately R$155 million and R$51 million), respectively, as of December 2014, relating to the ICMS tax. The tax authority claims that during the period from January 2003 to June 2009 Net Brasília should have paid the ICMS on Pay TV services revenues at a rate of 25% instead of the rate of 10% actually applied by Net Brasília. In the tax authority’s view, the rate reduction benefit allowed by ICMS Agreement No. 57/99 expired on December 31, 2001. In connection with this matter in November 2014, the State of Distrito Federal enacted a law to exempt most part of ICMS if the taxpayers agreed to voluntarily pay the charged values. The exemption was so relevant that, even though the probability of loss carryforwards, was Ps.0, Ps.1,200,520classified as possible, it was interesting to enter into this exemption program. The benefit caused a reduction of 96% of the tax assessment. In December 2014, Net Brasília paid Ps.72 million (approximately R$13 million) pursuant to an exemption under 2014 state legislation and Ps.2,321,679, respectively, and is shownclosed both cases.

In October 2002, Net Rio Ltda. (“Net Rio”), a Net Serviços subsidiary, received a tax assessment notice from the State Tax Authority of the State of Rio de Janeiro in the amount of Ps.1,468 million (approximately R$265 million) relating to the ICMS tax. The tax authority alleged that, as a creditresult of delays in deferred income tax.the payment of its ICMS tax during the period from November and December 2001, Net Rio lost its rate reduction benefit until September 2002. Net Rio has recorded liabilities related to the period from November and December 2001 in the amount of Ps.211 million

Through

(approximately R$38 million). Based on analysis performed by legal counsel after an unfavorable decision from the lower court, Net Rio made an additional provision to the period from January to September 2002 in the amount of Ps.1,468 million (approximately R$265 million), as of December 31, 2013,2014.

IRPJ/ CSLL

In December 2014, the aforementioned Brazilian subsidiaries did not fileFederal Revenue Service has issued tax returnsassessment regarding goodwill amounts amortized by Claro Brasil between 2009 and 2012, charging Corporate Income Tax (Imposto sobre Renda de Pessoa Jurídica, or “IRPJ”), Social Contribution on a consolidated basis, althoughNet Profit (Contribuição Social Sobre o Lucro Líquido, or “CSLL”) and penalties due to the late payment of the taxes. The total amount of the tax assessment is approximately Ps.8,771 million (approximately R$1,583 million). This contingency is considered possible and the Company has initiated strategies to merge the entitiesnot established a provision in the near term so asaccompanying financial statements to recovercover losses arising from it.

Claro Brasil has other ongoing tax litigations in the NOL’s currently recorded.amount of Ps.272 million (approximately R$49 million), related to IRPJ and CSLL. The Company believeshas not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Embratel, Star One and Embrapar have other ongoing tax litigations in the amount of Ps.3,912 million (approximately R$706 million), mainly related to alleged incorrect tax deductions for purposes of IRPJ and CSLL. The Company has established a provision of Ps.1,801 million (approximately R$325 million), in the accompanying financial statements for the losses arising from these contingencies that itthe Company considers probable.

In 2009, Net São Paulo Ltda., a Net Serviços subsidiary that merged into Net Serviços in 2013, received a tax assessment issued by the Brazilian Internal Revenue Service questioning part of the expenses considered as deductible in the calculation of IRPJ and CSLL from 2004 to 2008, amounting to Ps.3,031 million (approximately R$547 million). In October 2010, a first instance decision reduced this amount to Ps.2,056 million (approximately R$371 million). As of December 31, 2014, the total amount in dispute is more likely thanPs.2,638 million (approximately R$476 million). The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

In 2012 and 2013, Net Serviços received other tax assessments in the amount of Ps.765 million (approximately R$138 million) issued by the Brazilian Internal Revenue Service questioning part of the expenses considered as deductible in the calculation of IRPJ and CSLL from 2007 to 2008. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

In 2014, theRefis da Copa law was enacted to partially exempt the taxes contested in legal proceedings if the taxpayers agreed to voluntarily pay the charged values with cash and tax credits arising from IRPJ and CSLL carry forwards. Pursuant to such law, in 2014 Net Serviços paid an amount of Ps.659 million (approximately R$119 million) closing the assessments received in 2009, 2012 and 2013 and representing an 80.6% reduction of the tax assessments’ updated amount.

Net Serviços has other ongoing tax litigations in the amount of Ps.471 million (approximately R$85 million), related to IRPJ and CSLL. The Company has established a provision of Ps.100 million (approximately R$18 million), in the accompanying financial statements for the losses arising from these contingencies that it will recognize the benefitCompany considers probable.

PIS/COFINS

In December 2005, the Brazilian Federal Revenue Service issued tax assessments against Claro Brasil and Americel in respect of unreserved NOL’sPIS (Programa de Integração Social, or “PIS”) and Brazilian Social Welfare Tax for Service Export Security (Contribuição para o Financiamento da Seguridade Social, or “COFINS”) taxes (which are levied on gross revenue), for 2000 through 2005. In addition, in future periods, primarily through continuing merged operations,March 2006, the Brazilian Federal Revenue Service issued tax planning strategiesassessments against ATL-Telecom Leste, S.A. (“ATL”), related to certain tax deductions taken by ATL in connection with its PIS and COFINS obligations. As discussed below, Claro Brasil is the corporate successor to ATL.

In January 2011, the Brazilian Federal Revenue Service issued tax assessments against Claro Brasil regarding allegedly improper offsetting of certain tax deductions claimed by Claro Brasil in connection with its PIS and COFINS obligations. The total amount of these tax assessments, which Americel and Claro Brasil are contesting in pending challenges, was Ps.8,417 million (approximately R$1,519 million), including fines and interest as of December 31, 2014. The Company has established a provision of Ps.50 million (approximately R$9 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Separately, Claro Brasil and Americel have commenced lawsuits against the Brazilian Federal Revenue Service seeking a ruling on constitutional grounds that they may exclude state value added tax (ICMS) payments and interconnection fees from the base used to calculate PIS and COFINS tax obligations. Pending a final ruling and pursuant to applicable Brazilian procedure, the Company paid tax based on its position in the lawsuit, and established a provision for the disputed amounts. As of December, 31, 2014, the total amount in dispute was approximately Ps.10,822 million (approximately R$1,953 million).

Embrapar, Embratel,Brasil Center Comunicações Ltda. (“Brasil Center”) and TdB have tax contingencies of Ps.122 million (approximately R$22 million), mostly related to the contributions of PIS prior to 1995, which the tax authorities allege were incorrectly offset. The Company is contesting these tax assessments in proceedings that are in different stages. AMX has not established a provision in the accompanying financial statements and does not consider any loss to be probable.

Embrapar, Embratel, Brasil Center and TdB have tax contingencies of Ps.1,319 million (approximately R$238 million) as of December 31, 2014, related to the payment of COFINS. The Company is contesting these tax assessments in proceedings that are in different stages. The Company has established a provision of Ps.61 million (approximately R$11 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

FUST and FUNTTEL Funding

Anatel has issued tax assessments against Claro Brasil and Americel totaling Ps.7,165 million (approximately R$1,293 million), relating to alleged underpayment of their funding obligations for the Telecommunications System Universalization Fund (Fundo de Universalização dos Serviços de Telecomunicações, or “FUST”) and the Telecom Technologic Development Fund (Fundo para o Desenvolvimento Tecnológico das Telecomunicações, or “FUNTTEL”) from 2006 to 2010. The assessments claim that interconnection and activation fee revenues should not have been excluded from the basis used to calculate funding obligations. Claro Brasil and Americel have challenged the tax assessments, and the challenges are still pending. The Company has not made a provision in the accompanying financial statements to cover losses arising from this contingency.

Anatel and the Brazilian Ministry of Communications (Ministério das Comunicações, or MINICOM) have issued tax assessments against Embratel, Star One and Primesys totaling Ps.8,400 million (approximately R$1,516 million), relating to alleged underpayment of their funding obligations for FUST, from 2001 to 2012, and FUNTTEL, from 2001 to 2010. The assessments claim that interconnection and other sourcesrevenues should not have been excluded from the basis used to calculate funding obligations. The companies have challenged the tax assessments, and such challenges are pending. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies. The Company has made a judicial deposit in the amount of taxable income.Ps.970 million (approximately R$175 million) related to part of the contingencies relating to FUST.

ii) In Chile,

ISS

The Municipal Revenue Services have issued tax loss carryforwardsassessments against Embratel, Primesys, Brasil Center and TdB totaling Ps.5,098 million (approximately R$920 million) arising from nonpayment of Brazilian Services Tax (Imposto sobre Serviços, or “ISS”) in connection with the provision of certain services. The companies have no expiration datechallenged the tax assessments on the grounds that such services are not subject to ISS tax, and the corporatechallenges are pending. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Net Serviços has contingencies related to ISS (Municipality of Santo André and Campinas) in the amount of Ps.853 million (approximately R$154 million) as of December 31, 2014, unduly charging ISS over telecommunication services (subject to ICMS). Due to an unfavorable judicial decision the probability of loss was reclassified as possible. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

Claro Brasil has others ongoing tax rateassessments related to ISS in the amount of Ps.199 million (approximately R$36 million) as of December 31, 2014, most related to ISS over certain services considered by Claro Brasil as non- taxable. The Company has not established a provision in the accompanying financial statements to cover losses arising from these contingencies.

EBC Funding

Claro Brasil, Embratel and Americel have filed an injunction challenging a federal law that countrycreated the Brazilian Communication Company (Empresa Brasileira de Comunicação, or “EBC”) that is 17%to be partially funded by mobile operators. If Claro Brasil and Americel are unsuccessful in their challenge, the total amount they would be required to contribute to EBC through December 31, 2014 is approximately Ps.2,643 million (approximately R$477 million). Consequently, atThe Company has made a judicial deposit in this amount. The Company has established a provision of Ps.2,593 million (approximately R$468 million), in the timeaccompanying financial statements for losses arising from this contingency which the Company considers probable.

TFI—Installation Inspection Fee

Anatel charged Claro Brasil and Americel the amount of Ps.10,157 million (approximately R$1,833 million) as of December 31, 2014, related to the installation inspection fee (Taxa de Fiscalização de Instalação, or “TFI”) allegedly due for the renewal of radio base stations and handsets. Claro Brasil and Americel have challenged the amount charged, arguing that there was no new equipment installation that could lead to this charge, and the challenges are still pending. The Company has not established a provision in the accompanying financial statements and does not consider any loss to be probable.

Imposto sobre Operações Financeiras (IOF)

Net Serviços and its controlled companies have centralized cash management and cash transfers made under a current intercompany account. Management determined that such transfers are not subject to financial transaction tax lossesIOF charges. However, the Federal Revenue Service may deem such transfers to be inter-company loans. In the event such transfers are realized, taxpayers obtain a benefit of only 17% ofdeemed to be inter-company loans, the Company may be subject to IOF, on the amount of the loss generated.loans. IOF applies to loans between non-financial entities at a maximum rate of 1.5% per year where the principal amount and the term for repayment is fixed, and at a daily rate of 0.0041% on the outstanding balance, without limit on the total amount of tax payable, if the principal amount of the loan is not fixed. In view of certain adverse court decisions as to the applicability of this law, the Company has established a provision of Ps.355 million (approximately R$64 million) as of December 31, 2014.

iii) In Mexico

Tax Credit for Income Tax Withheld Abroad

The Brazilian Federal Revenue Service has issued tax assessments in the amount of Ps.1,923 million (approximately R$347 million), against Claro Brasil alleging that it incorrectly offset tax withheld in other countries against some of its Brazilian tax obligations. During 2011, Claro Brasil terminated its challenge with respect to Ps.1,369 million (approximately R$247 million), in tax assessments and paid those amounts to the Brazilian Federal Revenue Service, to preserve the right to offset the foreign tax withheld related to such tax assessments against its Brazilian tax obligations in future years. The total amount of the tax loss carryforwards expireassessments that Claro Brasil is contesting as of December 31, 2014 is approximately Ps.648 million (approximately R$117 million). The Company has not made a provision in ten yearsthe accompanying financial statements to cover losses arising from this contingency.

Other tax contingencies

As of December 31, 2014, the Company’s Brazilian subsidiaries are engaged in a number of additional administrative and legal proceedings challenging tax assessments, as summarized below:

Claro Brasil and Americel have other on-going tax litigations in the total amount of Ps.704 million (approximately R$127 million) as of December 31, 2014, mostly related to the Brazilian Economic Intervention Contribution (Contribuição de Intervenção no Domínio Econômico or “CIDE”), the public price concerning the administration of numbering resources (Preço Público Relativo à Administração dos Recursos de Numeração, or “PPNUM”) and import taxes (Imposto de Importação, or “II”). The Company has established a provision of Ps.78 million (approximately R$14 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, Star One, TdB, and Primesys have other ongoing tax litigations in the amount of Ps.2,261 million (approximately R$408 million), mainly related toInstituto Nacional do Seguro Social, or “INSS”,Imposto Sobre Produtos Industrializados, or “IPI”, CPMF and the offsetting of IRPJ, COFINS, CSLL and Brazilian Foreign Paid Income Tax (Imposto de Renda Retido na Fonte, or “IRRF”) against allegedly improper IRPJ credits. The Company has established a provision of Ps.55 million (approximately R$10 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel was fined Ps.1,773 million (approximately R$320 million) by the Brazilian Federal Revenue Service for not making certain filings in the correct form from 2002 through 2005. The Company is contesting this fine on various grounds. The Company has not established a provision in the accompanying financial statements to cover losses arising from this contingency.

Embrapar, Embratel, Star One and TdB have received assessments in the total amount of Ps.1,435 million (approximately R$259 million), mainly related to allegedly nonpayment of the IRRF and CIDE and overpayments related to outbound traffic. The Company is challenging those assessments in administrative and judicial proceedings. The Company has established a provision of Ps.11 million (approximately R$2 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Regulatory Matters

Anatel Inflation-Related Adjustments

Anatel challenged the calculation of inflation-related adjustments due under the agreements it had with Tess, S.A. (“Tess”), and ATL, two of our Brazilian subsidiaries that were merged with and into Claro Brasil, which assumed their rights and obligations.

Under the agreements with Anatel, 40% of the concession price was due upon execution and 60% was due in three equal annual installments (subject to inflation-related adjustments and interest), beginning in 1999. The companies made all payments, but Anatel challenged the companies’ calculation of the inflation-related adjustments related to the payment corresponding to 60% of the concession price, alleging that such calculation resulted in a shortfall, and requesting additional payment. The amount of this shortfall and the method used to calculate monetary correction are subject to judicial disputes.

The companies filed declaratory and consignment actions seeking resolution of the disputes. The court of first instance ruled against ATL’s declaratory suit in October 2001 and ATL’s consignment action in September 2002. Subsequently, ATL filed appeals, which are still pending. Similarly, the court of first instance ruled against Tess’ consignment action in June 2003 and against Tess’ filing for declaratory action in February 2009. Tess also filed an appeal, which is still pending.

In December 2008, Anatel charged Tess approximately Ps.1,491 million (approximately R$269 million). Tess obtained an injunction from the Federal Court of Appeals suspending payment until the pending appeal is resolved. Similarly, in March 2009, Anatel charged ATL approximately Ps.1,058 million (approximately R$191 million). ATL also obtained an injunction from the Federal Court of Appeals suspending payment until the pending appeal is resolved. In April 2013, the appeal filed by ATL with respect to the declaratory suit was denied, and Claro Brasil filed a new appeal.

The Company calculated the amount of the shortfall based on a stand-alone basis.specific method and certain assumptions. If other methods or assumptions are used, the amount of damages may increase. In September 2014, Anatel calculated monetary correction in a total amount of Ps.8,866 million (approximately R$1.6 billion).

The Company has established a provision of Ps.3,302 million (approximately R$596 million), in the accompanying financial statements for losses arising from these contingencies which the Company considers probable.

Consumer Protection Lawsuit (DPDC)

In July 2009, the Brazilian Federal and State Prosecutor Office, along with the Consumer Protection and Defense Agency and other Brazilian consumer protection agencies, initiated a lawsuit against Claro Brasil alleging that it has violated certain regulations governing the provision of telecommunications services. The amount claimed by the plaintiffs is Ps.1,662 million (approximately R$300 million). In September 2013, the relevant court ruled against Claro Brasil, and awarded the plaintiff Ps.166 million (approximately R$30 million). The plaintiffs and Claro Brasil challenged the ruling and those challenges are still pending.

The Company has not established a provision in the accompanying financial statements to cover losses arising from this contingency, which the Company does not consider probable.

Implementation of the new national domestic telephone number system

As a result of alleged service disruptions caused during the implementation of a new domestic dialing system in 1999, Embratel was fined by Anatel and DPDC, and several class actions were initiated against it. The aggregate total amount of these contingencies is Ps.887 million (approximately R$160 million). The Company contested these claims and in 2014 the Company obtained a favorable decision. The fine, applied by the Rio de Janeiro’s Consumer Protection Agency, was nullified.

Administrative proceedings (PADOs)

Anatel filed several administrative proceedings (Procedimentos Administrativos de Descumprimento de Obrigação, or “PADOs”), against Claro Brasil in the amount of Ps.610 million (approximately R$110 million), because of alleged noncompliance with quality targets set by Anatel. The Company is contesting the PADOs on various grounds. The Company has established a provision of Ps.388 million (approximately R$70 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Anatel filed several administrative proceedings (PADOs), against Embratel and Embrapar in the amount of Ps.4,305 million (approximately R$777 million), because of alleged noncompliance with quality targets set by Anatel. The Company is contesting the PADOs on various grounds. The Company has established a provision of Ps.89 million (approximately R$16 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Other civil and labor contingencies

Claro Brasil and its subsidiaries are also party to other claims in the amount of Ps.9,846 million (approximately R$1,777 million), including claims filed by its telephone service customers and claims relating to environmental matters. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.382 million (approximately R$69 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Claro Brasil and its subsidiaries are party to labor claims in the amount of Ps.6,716 million (approximately R$1,212 million), filed by its current and former employees, alleging compensation for pension and other social benefits, overtime work, outsourcing and equal pay. The Company has established a provision of Ps.765 million (approximately R$138 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel and its subsidiaries are also party to other claims in the amount of Ps.4,012 million (approximately R$724 million), including claims filed by its telephone service customers and claims relating to environmental matters. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.305 million (approximately R$55 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel and its subsidiaries are party to labor claims in the amount of Ps.4,771 million (approximately R$861 million), filed by its current and former employees, alleging compensation for pension and other social benefits, overtime work, outsourcing and equal pay. The Company has established a provision of Ps.582 million (approximately R$105 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Net Serviços and its subsidiaries are also party to other claims in the amount of Ps.3,712 million (approximately R$670 million), including claims filed by its Pay TV, internet access and telephone service customers. The Company is contesting the cases, which are in various stages. The Company has established a provision of Ps.948 million (approximately R$171 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Net Serviços and its subsidiaries are party to labor claims in the amount of Ps.9,215 million (approximately R$1,663 million), filed by its current and former employees, seeking additional compensation for performing high-risk activities and for overtime work and commissions. The Company has established a provision of Ps.831 million (approximately R$150 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Disputes with third parties

Claro Brasil and Americel are parties to certain disputes with third parties in connection with former sales agents, class actions (ACP’s), real estate issues, and other matters in the aggregate amount of Ps.2,903 million (approximately R$524 million). The Company has established a provision of Ps.122 million (approximately R$22 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Embratel, TdB, Primesys and Brasil Center are parties to a number of cases on a range of matters, including, among other things, disputes with former sales agents and disputes with former employees regarding health care payments. The cases, which are in advanced stages of the litigation process, are for claims in the amount of Ps.2,266 million (approximately R$409 million). The Company has established a provision of Ps.1,042 million (approximately R$188 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Ecuador

Conecel

Tax Assessments

During 2008, the Ecuadorian Internal Revenue Services (Servicios de Rentas Internas del Ecuador, or“SRI”) notified Conecel of tax assessments in the amount of Ps.2,031 million (approximately US$138 million) (not including interest and penalties), relating to special consumption (ICE), value-added, income and withholding taxes for the years 2003 to 2006. In March 2008, Conecel paid a portion of these tax assessments, including fines, and challenged the outstanding amount with the SRI and, subsequently, with a Tax Court in Guayaquil. In March 2012, such Tax Court issued a favorable resolution with respect to Ps.353 million (approximately US$24 million). Following a series of unfavorable judicial decisions, in July 2013 and May 2014, Conecel paid the outstanding portion of the tax assessments, in an aggregate amount of Ps.2,164 (approximately US$147 million), including principal and accrued interest.

In 2011 and 2012, SRI notified Conecel of tax assessments in the amount of 1,751 million (approximately US$119 million), relating to income taxes for the 2007, 2008 and 2009 fiscal years. Conecel began certain judicial proceedings challenging the tax assessments and final resolutions for the challenges to the resolutions relating to the years 2008 and 2009 are still pending. The National Court of Justice, however, issued a final ruling in connection with Conecel’s income tax for the year 2007 and determined that Conecel had to pay Ps.706 million (approximately US$48 million), including principal and accrued interest.

The Company has established a provision of Ps.235 million (approximately US$16 million) in the accompanying financial statements for the loss arising from these contingencies that AMX considers probable.

Fine imposed by the SCPM

In February 2014, following a regulatory claim filed in 2012 by the state-owned operator, Superintendency of Control of Market Power (Superintendencia de Control del Poder del Mercadoor “SCPM”), imposed a fine on Conecel of Ps.2,037 million (US$138 million), for alleged monopolistic practices related to five locations which the state-owned operator argues that Conecel has exclusive rights to deploy its network preventing others from doing so. In March 2014, Conecel challenged the fine and posted a guarantee for 50% of its value. Through a judicial order issued during the same month, the competent court admitted Conecel’s lawsuit and suspended the effects of the contested fine. A final resolution is still pending.

The Company has not established a provision in the accompanying financial statements to cover losses arising from this contingency.

Peru

OSIPTEL—Monopolistic practices investigations

Along with another mobile operator, América Móvil Perú, S.A.C. (“Claro Perú”), was the target of an investigation into alleged monopolistic practices conducted by the Peruvian National Regulatory Authority (Organismo Supervisor de la Inversión Privada en Telecomunicaciones, or “OSIPTEL”), related to mobile international long distance rates.

OSIPTEL fined Claro Peru Ps.2 million (approximately US$118,000) for monopolistic practices (price-squeezing in long distance tariffs). Although the fine is well below the maximum amount established by law, Claro Peru appealed the decision before the Administrative Tribunal in OSIPTEL, considering that the fine is unjustified and the decision has serious inconsistencies. If necessary, Claro Perú would also seek to challenge the resolution in Courts.

The Company has not established a provision in the accompanying financial statements to cover losses arising from this contingency.

Bulgaria

Mobiltel

Tax Assessment

In June 2014, the Bulgarian tax authorities issued a tax assessment regarding accounting of brand name and customer base amortized by Mobiltel EAD (“Mobiltel”) for the years 2006 and 2007. The total amount of the tax assessment is approximately Ps.338 million (approximately €19 million). Mobiltel initiated administrative proceedings with the highest Bulgarian tax authority challenging the resolution. On December 1, 2014, Mobiltel was notified that the resolution was upheld. Mobiltel challenged the resolution before the competent judicial courts and such challenge is pending. Mobiltel issued a bank guarantee covering up to Ps.410 million (approximately €23 million). In case of an unfavorable decision by the competent judicial courts, Mobiltel might face a further potential additional claim for the years 2008 to 2012 in the amount of up to Ps.1,318 million (approximately €74 million).

21. Segments

América Móvil operates in different countries. As mentioned in Note 1, the Company has operations in Mexico, Guatemala, Nicaragua, Ecuador, El Salvador, Costa Rica, Brazil, Argentina, Colombia, United States, Honduras, Chile, Peru, Paraguay, Uruguay, Dominican Republic, Puerto Rico, Panama, Austria, Croatia, Bulgaria, Belarus, Macedonian, Serbia and Panama.Slovenia. The accounting policies for the segments are the same as those described in Note 2.

The CEO, who is the Chief Operating Decision Maker (“CODM”), analyzes the financial and operating information by geographical segment, except for Mexico, which shows América Móvil (Corporate and Telcel) and Telmex as two segments. All significant operating segments that (i) represent (i) more than 10% of consolidated revenues, (ii) more than the absolute amount of theits reported 10% of profits or loss and (iii) more than 10% of consolidated assets, are presented separately.

The Company has aggregated operating segments into the following reporting segments for purposes of its consolidated financial statements: Southern cone includes Argentina, Chile, Paraguay and Uruguay; Andean includes Ecuador and Peru.

  Mexico(1)  Telmex  Brazil  Southern
Cone(2)
  Colombia  Andean(3)  Central
America(4)
  U.S.A.(5)  Caribbean(6)  Eliminations  Consolidated
total
 

At December 31, 2011:

           

Operating revenues

 Ps.169,117,703   Ps.112,255,217   Ps.177,697,278   Ps.54,838,798   Ps.61,087,250   Ps.35,393,881   Ps.19,564,643   Ps.47,553,690   Ps.27,071,728   Ps.(14,613,876 Ps.689,966,312  

Depreciation and amortization

  10,290,504    16,936,389    36,299,859    6,504,008    8,273,765    3,986,524    6,205,962    374,877    5,125,147     93,997,035  

Operating income (loss)

  76,004,224    26,980,612    9,064,093    8,607,931    19,450,851    11,200,534    (57,464  816,558    5,374,616    164,148    157,606,103  

Interest income

  8,964,516    385,768    3,745,607    2,188,569    147,966    468,968    87,938    99,154    207,400    (9,441,986  6,853,900  

Interest expense

  15,543,449    2,967,729    8,871,412    1,195,200    595,188    419,178    233,345     33,737    (9,067,632  20,791,606  

Income tax

  19,064,289    6,658,411    (1,587,570  3,758,431    6,819,446    3,381,785    1,198,810    332,988    119,277     39,745,867  

Equity interest in net income (loss) of associated companies

  30,542    115,070    1,856,401         (14,703  (63,313  1,923,997  

Net profit attributable to parent

  41,407,389    12,963,189    4,006,969    4,100,544    7,787,189    8,316,861    (911,512  585,807    5,370,600    (581,838  83,045,198  

Assets by segment

  763,220,450    145,657,775    301,521,949    106,287,173    97,225,819    65,993,608    56,856,694    16,090,706    68,372,862    (681,624,297  939,602,739  

Plant, property and equipment, net

  42,244,711    98,877,234    137,394,139    49,980,417    42,260,513    24,462,608    38,854,216    813,907    31,199,028     466,086,773  

Goodwill

  13,401,456    103,289    691,096    2,599,802    14,882,545    4,120,226    4,808,699    781,201    31,650,119     73,038,433  

Trademarks, net

  12,347     1,355,486    373,544    466,597    1,942    288,214     508,724     3,006,854  

Licenses and rights, net

  5,413,039    191,320    18,784,656    1,447,050    4,525,722    4,794,475    1,029,922     2,344,715     38,530,899  

Investment in associated companies

  48,227,056    1,585,330    48,298,290    226,050    16,480     76,591      (44,211,774  54,218,023  

Liabilities by segments

  403,257,790    148,429,934    142,906,636    61,074,258    37,562,936    21,400,022    31,771,790    15,354,830    32,513,336    (191,129,492  703,142,040  

At December 31, 2012:

           

Operating revenues

  183,645,559    106,024,574    209,786,554    62,017,811    73,432,068    42,495,288    23,047,478    63,143,785    27,441,444    (15,964,916  775,069,645  

Depreciation and amortization

  9,190,768    16,758,034    39,827,700    7,182,614    10,346,090    4,689,847    9,609,151    443,848    5,536,792    (107  103,584,737  

Operating income (loss)

  81,961,505    20,861,828    12,686,216    8,071,120    22,709,742    13,176,907    (3,497,129  1,827,830    2,882,513    469,448    161,149,980  

Interest income

  2,690,719    236,106    2,717,879    18,709    13,417    30,777    34,976    131    33,966    (80  5,776,600  

Interest expense

  18,762,806    2,467,279    2,592,655    660,930    372,933    72,206    16,942     323    (31,478  24,914,596  

Income tax

  22,358,177    5,642,907    1,210,759    3,998,988    6,397,518    3,708,410    1,119,312    845,900    701,481     45,983,452  

Equity interest in net income (loss) of associated companies

  770,206    116,240    (4,966  6,541      (45,635    (81,025  761,361  

Net profit attributable to parent

  55,193,008    10,798,865    582,186    2,606,370    15,151,468    9,303,620    (4,895,158  1,063,311    1,356,784    (171,884  90,988,570  

Assets by segment

  827,401,946    142,682,044    312,344,781    102,201,239    107,371,575    68,433,805    50,569,456    20,838,444    66,978,458    (711,137,065  987,684,683  

Plant, property and equipment, net

  45,046,012    103,336,105    163,154,248    53,108,253    45,200,786    25,791,457    35,176,900    1,630,494    27,990,017     500,434,272  

Goodwill

  9,468,188    103,823    29,435,809    2,112,690    15,642,979    5,082,613    4,740,253    1,469,387    31,650,117     99,705,859  

Trademarks, net

  11,882     736,803    53,193     1,596    134,009     205,832     1,143,315  

Licenses and rights, net

  4,693,796    161,629    25,512,676    1,331,605    3,220,881    4,300,618    2,650,808     2,180,417     44,052,430  

Investment in associated companies

  82,966,158    1,523,525    681    205,525    18,816     16,782      (11,615,202  73,116,285  

Liabilities by segments

  496,054,819    143,884,994    168,454,045    63,320,536    38,459,314    20,608,834    26,307,510    19,042,295    30,985,410    (274,281,320  732,836,437  

At December 31, 2013:

           

Operating revenues

  193,177,520    105,869,082    199,886,587    61,520,550    74,210,133    45,113,018    24,219,185    77,166,979    25,508,554    (20,570,587  786,101,021  

Depreciation and amortization

  11,405,254    16,645,362    38,247,324    7,241,569    9,248,385    5,035,188    8,377,356    509,104    4,825,291     101,534,833  

Operating income (loss)

  78,761,006    20,038,136    11,101,318    6,173,734    21,351,301    11,910,251    (1,129,337  938,885    4,478,012    634,450    154,257,756  

Interest income

  12,058,650    166,672    1,655,190    2,948,225    897,567    766,272    154,830    130,229    300,688    (12,833,000  6,245,323  

Interest expense

  29,787,463    2,988,604    7,517,536    1,222,657    476,135    232,765    148,356    121    43,194    (12,067,137  30,349,694  

Income tax

  9,510,280    6,010,974    (816,879  3,317,959    6,461,978    4,592,131    (115,610  39,182    1,392,716     30,392,731  

Equity interest in net income (loss) of associated companies

  39,085    (11,029  (4,122  12,806        (458   36,282  

Net profit attributable to parent

  48,128,000    7,872,632    (4,677,533  964,798    12,630,598    7,826,900    (1,132,279  1,192,188    1,520,279    299,396    74,624,979  

Assets by segment

  848,465,485    139,142,892    307,736,000    89,424,062    104,248,636    73,556,522    52,129,267    23,343,580    65,984,117    (678,438,128  1,025,592,433  

Plant, property and equipment, net

  60,814,974    96,194,388    163,202,395    49,863,386    44,167,846    24,348,547    34,133,513    1,831,731    26,550,171     501,106,951  

Goodwill, net

  10,625,643    103,823    22,483,916    1,944,142    14,402,035    5,046,380    4,757,332    1,472,896    31,650,117     92,486,284  

Trademarks, net

  10,708    371,324    565,583    22,905     143    5     195,638     1,166,306  

Licenses and rights, net

  4,372,216    131,939    19,138,690    1,342,555    3,518,872    3,750,190    2,607,825     2,191,545     37,053,832  

Investment in associated companies

  98,594,805    1,575,687    24,566    162,562    25,276     16,651      (11,512,523  88,887,024  

Liabilities by segments

  591,193,076    114,351,892    187,788,294    66,706,964    35,838,774    23,281,476    24,398,597    20,546,879    23,411,304    (272,225,900  815,291,356  
The Company is of the view that the quantitative and qualitative aspects of the aggregated operating segments are similar in nature for all periods presented. In evaluating the appropriateness of aggregating operating segments, the key qualitative indicators include but not were limited to: (i) all entities provide telecommunications services, (ii) similarities of customer bases and services, (iii) the methods to distribute services are the same, based on telephone plant in both cases, wireless and fixed lines, (iv) similarities of governments and regulatory entities that oversee the activities and services that telecom companies, (v) inflation trends and (vi) currency trends.

  Mexico
(1)
  Telmex  Brazil  Southern
Cone
(2)
  Colombia  Andean
(3)
  Central
America
(4)
  U.S.A.
(5)
  Caribbean
(6)
  Europe Eliminations  Consolidated
total
 

At December 31, 2012:

            

External revenues

  175,430,425    101,487,047    207,503,622    61,582,530    73,216,252    42,326,250    22,940,389    63,143,785    27,439,345      775,069,645  

Intersegment revenues

  8,215,134    4,537,527    2,282,932    435,281    215,816    169,038    107,089     2,099     (15,964,916 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total revenues

  183,645,559    106,024,574    209,786,554    62,017,811    73,432,068    42,495,288    23,047,478    63,143,785    27,441,444     (15,964,916  775,069,645  

Depreciation and

amortization

  9,190,768    16,758,034    39,827,700    7,182,614    10,346,090    4,689,847    9,609,151    443,848    5,536,792     (107  103,584,737  

Operating income (loss)

  81,961,505    20,861,828    12,686,216    8,071,120    22,709,742    13,176,907    (3,497,129  1,827,830    2,882,513     469,448    161,149,980  

Interest income

  773,205    236,106    2,717,879    18,709    13,417    30,777    34,976    131    33,966     (80  3,859,086  

Interest expense

  16,115,981    2,467,279    2,592,655    660,930    372,933    72,206    16,942     323     (31,478  22,267,771  

Income tax

  22,358,177    5,642,907    1,210,759    3,998,988    6,397,518    3,708,410    1,119,312    845,900    701,481      45,983,452  

Equity interest in net income (loss) of associated companies

  770,206    116,240    (4,966  6,541      (45,635     (81,025  761,361  

Net profit attributable to parent

  55,193,008    10,798,865    582,186    2,606,370    15,151,468    9,303,620    (4,895,158  1,063,311    1,356,784     (171,884  90,988,570  

Assets by segment

  827,401,946    142,682,044    312,344,781    102,201,239    107,371,575    68,433,805    50,569,456    20,838,444    66,978,458     (711,137,065  987,684,683  

Plant, property and equipment, net

  45,046,012    103,336,105    163,154,248    53,108,253    45,200,786    25,791,457    35,176,900    1,630,494    27,990,017      500,434,272  

Goodwill

  9,468,188    103,823    29,435,809    2,112,690    15,642,979    5,082,613    4,740,253    1,469,387    31,650,117      99,705,859  

Trademarks, net

  11,882     736,803    53,193     1,596    134,009     205,832      1,143,315  

Licenses and rights, net

  4,693,796    161,629    25,512,676    1,331,605    3,220,881    4,300,618    2,650,808     2,180,417      44,052,430  

Investment in associated companies

  82,966,158    1,523,525    681    205,525    18,816     16,782       (11,615,202  73,116,285  

Liabilities by segments

  496,054,819    143,884,994    168,454,045    63,320,536    38,459,314    20,608,834    26,307,510    19,042,295    30,985,410     (274,281,320  732,836,437  

At December 31, 2013:

            

External revenues

  183,016,890    99,445,347    196,705,316    61,246,969    73,963,729    44,943,680    24,106,372    77,166,979    25,505,739      786,101,021  

Intersegment revenues

  10,160,630    6,423,735    3,181,271    273,581    246,404    169,338    112,813     2,815     (20,570,587 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total revenues

  193,177,520    105,869,082    199,886,587    61,520,550    74,210,133    45,113,018    24,219,185    77,166,979    25,508,554     (20,570,587  786,101,021  

Depreciation and amortization

  11,405,254    16,645,362    38,247,324    7,241,569    9,248,385    5,035,188    8,377,356    509,104    4,825,291      101,534,833  

Operating income (loss)

  78,761,006    20,038,136    11,101,318    6,173,734    21,351,301    11,910,251    (1,129,337  938,885    4,478,012     634,450    154,257,756  

Interest income

  8,739,161    166,672    1,655,190    2,948,225    897,567    766,272    154,830    130,229    300,688     (12,833,000  2,925,834  

Interest expense

  23,388,422    2,988,604    7,517,536    1,222,657    476,135    232,765    148,356    121    43,194     (12,067,137  23,950,653  

Income tax

  9,510,280    6,010,974    (816,879  3,317,959    6,461,978    4,592,131    (115,610  39,182    1,392,716      30,392,731  

Equity interest in net income (loss) of associated companies

  39,085    (11,029  (4,122  12,806        (458    36,282  

Net profit attributable to parent

  48,128,000    7,872,632    (4,677,533  964,798    12,630,598    7,826,900    (1,132,279  1,192,188    1,520,279     299,396    74,624,979  

Assets by segment

  848,465,485    139,142,892    307,736,000    89,424,062    104,248,636    73,556,522    52,129,267    23,343,580    65,984,117     (678,438,128  1,025,592,433  

Plant, property and equipment, net

  60,814,974    96,194,388    163,202,395    49,863,386    44,167,846    24,348,547    34,133,513    1,831,731    26,550,171      501,106,951  

Goodwill, net

  10,625,643    103,823    22,483,916    1,944,142    14,402,035    5,046,380    4,757,332    1,472,896    31,650,117      92,486,284  

Trademarks, net

  10,708    371,324    565,583    22,905     143    5     195,638      1,166,306  

Licenses and rights, net

  4,372,216    131,939    19,138,690    1,342,555    3,518,872    3,750,190    2,607,825     2,191,545      37,053,832  

Investment in associated companies

  98,594,805    1,575,687    24,566    162,562    25,276     16,651       (11,512,523  88,887,024  

Liabilities by segments

  591,193,076    114,351,892    187,788,294    66,706,964    35,838,774    23,281,476    24,398,597    20,546,879    23,411,304     (272,225,900  815,291,356  

At December 31, 2014:

            

External revenues

  185,131,037    100,753,221    201,346,118    56,415,660    75,749,655    47,638,268    26,911,181    91,097,363    25,827,251    37,392,066     848,261,820  

Intersegment revenues

  10,578,487    6,764,446    3,300,831    116,703    241,953    163,908    111,963     14,521     (21,292,812 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenues

  195,709,524    107,517,667    204,646,949    56,532,363    75,991,608    47,802,176    27,023,144    91,097,363    25,841,772    37,392,066    (21,292,812  848,261,820  

Depreciation and amortization

  17,656,638    15,508,063    41,054,736    6,844,209    9,636,630    5,409,431    8,497,557    564,952    4,923,004    4,916,757    (18,426  114,993,551  

Operating income (loss)

  73,461,741    22,284,356    12,669,105    6,592,505    17,668,690    12,131,925    (212,229  1,519,741    4,923,349    5,228,573    286,494    156,554,250  

Interest income

  9,202,336    306,061    4,580,129    2,914,330    678,055    1,118,629    182,037    162,890    459,998    134,899    (12,687,093  7,052,271  

Interest expense

  25,586,733    1,930,074    12,083,113    834,485    759,198    413,769    154,958     54,609    1,446,442    (11,740,858  31,522,523  

Income tax

  21,294,488    5,361,854    (860,825  3,173,025    5,149,614    4,290,993    1,244,570    699,237    1,442,656    (2,088,063   39,707,549  

Equity interest in net income (loss) of associated companies

  (2,641,390  45,346    (57,246  (4,099       (3,415,620   (6,073,009

Net profit attributable to parent

  23,175,798    9,359,177    (4,765,722  (2,099,324  9,297,693    6,994,299    (1,306,575  1,245,720    3,505,502    2,319,109    (1,579,307  46,146,370  

Assets by segment

  943,075,916    138,855,469    365,026,179    100,358,878    98,009,919    82,779,795    57,727,606    33,018,415    72,259,136    187,958,436    (800,713,080  1,278,356,669  

Plant, property and equipment, net

  63,357,233    94,616,938    180,062,462    51,809,436    44,986,383    26,529,773    34,803,570    3,604,645    26,481,689    69,344,189     595,596,318  

Goodwill

  9,547,284    187,382    21,864,430    2,570,885    13,063,780    4,386,035    4,936,560    1,741,418    31,650,117    50,955,500     140,903,391  

Trademarks, net

  1,427,927    385,251    480,884    9,567    1,002    29      212,465    8,928,464     11,445,589  

Licenses and rights, net

  4,297,637    102,248    34,241,704    5,063,150    3,922,260    3,645,244    2,387,686     3,047,521    26,856,395     83,563,845  

Customer relationships

         1,088,540     13,731,676     14,820,216  

Investment in associated companies

  50,987,952    1,876,389    592    129,431    29,314     18,737      812,895    (4,592,729  49,262,581  

Liabilities by segments

  662,701,177    107,172,821    235,793,721    81,439,115    45,796,322    26,833,960    27,219,970    29,029,234    31,476,106    122,601,259    (326,346,064  1,043,717,621  

(1)Mexico includes Telcel and corporate operations and assets
(2)Southern Cone includes Argentina, Chile, Paraguay and Uruguay
(3)Andean includes Ecuador and PeruPeru.
(4)Central America includes Guatemala, Costa Rica, El Salvador, Honduras, Nicaragua and PanamaPanama.
(5)Excludes Puerto Rico
(6)Caribbean includes the Dominican Republic and Puerto Rico
(7)Europe includes Austria, Bulgaria, Croatia, Belarus, Slovenia, Macedonia and Serbia.

22. Components of other comprehensive income

An analysis ofThe movements on the components of the other comprehensive income as of(loss) for the years ended December 31, 2011, 2012, 2013 and 20132014 is as follows:

 

  2011 2012 2013   2012   2013   2014 

Controlling interest:

          

Valuation of the derivative financial instruments, net of deferred taxes

  Ps.(276,748 Ps.(253,428 Ps.(741,321  Ps.(253,428  Ps.(741,321  Ps.(329,112

Translation effect of foreign subsidiaries

   10,358,985   (32,899,915  (26,485,343

Translation effect of foreign subsidiaries and associates

   (32,899,915   (26,485,343   (5,786,883

Remeasurement of defined benefit plan, net of deferred taxes

   (15,681,072 2,377,006    (2,289,811   2,377,006     (2,289,811   (6,625,463

Non-controlling interest of the items above

   (885,054 (444,290  (550,586   (444,290   (550,586   (635,804
  

 

  

 

  

 

   

 

   

 

   

 

 

Other comprehensive income (loss)

  Ps.6,483,889   Ps.(31,220,627 Ps.(30,067,061Ps.  (31,220,627Ps.  (30,067,061Ps.  (13,377,262
  

 

  

 

  

 

   

 

   

 

   

 

 

23. Subsequent Events

a) On January 16, 2014, the Company, through its subsidiary Tracfone Wireless Inc., acquired the assets of Start Wireless Group, Inc. (known commercially as “Page Plus”), a mobile virtual network operator located in the U.S. Page Plus provides services to approximately 1.4 million subscribers and offers prepaid plans for voice, SMS and data services. The amount paid for these assets was approximately US$120,000.

b) On March 7, 2014 the Company received a resolution issued by9, 2015, the Federal Telecommunications Institute (Instituto(Instituto Federal de Telecomunicaciones, or “IFT”) which determined that an economic interest group comprisedimposed a fine of AMXPs.14,400 on Telmex for failing to disclose to the IFT, in November of 2008, what the IFT has called a merger (concentración) between Telmex and Dish México Holdings, S. de R.L. de C.V., and its operating subsidiaries, including Radiomóvil Dipsa, S.A de C.V. (“Telcel”related companies. AMX will exercise any and all legal remedies to challenge the IFT’s resolution.

b) On January 2015, the Company (through its subsidiary “Tracfone”) and Teléfonos de México, S.A.B. de C.V.the Federal Trade Commission (“Telmex”FTC”), finalized the terms of a stipulated order, related to the Company’s prior practice of marketing data. The order included payment of US$40,000 to the FTC to be deposited into a fund administered by the FTC or its designee to be used for consumer redress as well as Grupo Carso, S.A.B. de C.V.a fixed payment amount, and Grupo Financiero Inbursa, S.A.B. de C.V., constitutesfor any expenses for the preponderant economic agentadministration of the fund.

As of December 31, 2014, the Company had recorded a provision for settlement of the FTC and class action law suits. The total amount of US$45,100 was included in accounts payable in the telecommunications market,consolidated statements of financial position as of December 31, 2014, and which imposed certain asymmetrical regulations, among which areas Other expenses in the following:consolidated statement of comprehensive income for the year ended December 31, 2014.

(i)Interconnection: Regulation of interconnection, including the imposition of (a) asymmetric rates to be determined by the IFT; and (b) an interconnection framework agreement (convenio marco de interconexión);

(ii)Sharing of Infrastructure: Regulation of other operators’ access to and use of the Company’s passive infrastructure, including towers, sites, ducts and rights of way, at rates to be negotiated amongst the operators and, where agreement cannot be reached, to be determined by the IFT using a long-run average incremental costs methodology;

(iii)Local Loop Unbundling: Regulation of local loop unbundling, including the imposition of rates to be determined by the IFT using a long-run average incremental cost methodology;

(iv)Leasing of Dedicated Links: Regulation of dedicated-link leasing for interconnection services and local, domestic and international long distance services, at rates to be negotiated amongst the operators and, where agreement cannot be reached, to be determined by the IFT using a retail minus methodology, except for dedicated-link leasing for interconnection services, where a long-run average incremental costs methodology will be used for determining the applicable rates;

(v)Roaming: Regulation of the provision of wholesale roaming services, at rates to be negotiated amongst the operators and, where agreement cannot be reached, to be determined by the IFT using a long-run average incremental costs methodology;

(vi)Elimination of National Roaming Charges: The elimination of national roaming charges to the Company’s subscribers;

(vii)Mobile Virtual Operators: Regulation of mobile virtual network operators’ access to services provided by the Company to its subscribers, at rates to be negotiated amongst the operators and, where agreement cannot be reached, to be determined by the IFT using a retail minus methodology;

(viii)Certain Obligations on the Provision of Retail Services: Certain rates for the provision of telecommunications services to the Company’s subscribers shall be subject to rate control and/or authorization by the IFT, using a series of methodologies related to maximum prices and replicability tests that are currently under analysis. The measures also impose a series of obligations relating to the sale of services and products, including the obligation to offer individually all services that are offered under a bundle scheme; limited exclusivity on handsets and tablets; and the obligation to unlock handsets;

(ix)Content: Regulation of content, including the prohibition on acquiring transmission rights for any territory within Mexico on an exclusive basis with respect to relevant content (contenidos audiovisuales relevantes), as determined from time to time by the IFT, including without limitation national soccer play-offs (liguilla), FIFA world cup soccer finals and any other event where large audiences are expected at a national or regional level; and

(x)Information and Quality of Service Obligations: Several obligations related to information and quality of service, including the publication of a series of reference terms (ofertas públicas de referencia) for wholesale and interconnection services that are subject to the asymmetric regulations imposed by the IFT, and rules regarding accounting separation.

The resolution issued by the IFT is currently being analyzed by AMX and its subsidiaries from an economic, technical, regulatory, operating and business perspective in order to be able to evaluate its effects.

c) On March, 18, 2014,2015, the Company reported that its Board of Directors decided to submit a proposal to the shareholders during the ordinary shareholders’ meeting expectedAnnual Ordinary General Shareholders’ Meeting to be held on or before April 28, 201430,2015 to (i) pay a cash dividend of Ps.0.24 from the consolidated CUFINprofit tax account (cuenta de utilidad fiscal or “CUFIN”), of Ps.0.26 , payable in two installments, to the holderseach of the Company’sshares of its capital stock series “AA”, “A” and “L” shares that were outstanding at(which includes the preferred dividend payment date (includingcorrespondent to the preferential dividend corresponding toseries “L” series shares), subject to subsequent share repurchase or reissue adjustments amongarising from other corporate events (including repurchase or placement of its own shares), that couldmay vary the number of shares outstanding shares atas of the payment date of said dividend payment;(ii) pay a cash dividend from the dividend; and (ii) allocate Ps.30,000,000 for share repurchasesprofit tax account CUFIN, of Ps.0.30 , payable in conformity with Article 56one installment during September 2015, to each of the Mexican Securities Trading Act.shares of its capital stock series “AA”, “A” and “L”, subject to adjustments arising from other corporate events (including repurchase or placement of its own shares), that may vary the number of shares outstanding as of the date of said dividend payment; and (iii) allocate the amount of Ps.35,000,000, to repurchase shares from April 2015 to April 2016.

d) On March 28, 20142015, the IFT issuedCompany entered that a resolution, whereby AMX’ssettlement agreement has been entered into with Axtel, S.A.B. de C.V. and Avantel, S. de R.L. de C.V. (collectively, “Axtel”). Pursuant to such settlement agreement, certain disputes regarding termination rates will be determined asymmetrically forand related interconnection matters have been finally settled between Axtel, on the one hand, and Telcel, Telmex and Teléfonos del Noroeste (“Telnor”), on the other.

As part of the settlement agreement, Axtel and Telcel executed interconnection services agreements. With the execution of these agreements all disputes regarding mobile termination rates and transit services, with respectrelated interconnection proceedings that started in 2005 have been finally settled between the parties. In addition, disputed and outstanding amounts related to mobile termination services for the period from 2005 to 2014 have been paid.

In consideration for the execution of the settlement agreement; the execution of interconnection services agreements with Telcel for the period from 2005 to 2015; the settlement and fixed services provided bytermination of certain existing disputes and claims with Telcel, Telmex and Telmex, as applicable, beginning April 6, 2014 throughTelnor; and the assignment to América Móvil of certain litigation rights arising from administrative and judicial proceedings existing between the parties, América Móvil paid Axtel Ps.950,000, which was recognized in the consolidated statement of comprehensive income for the year ended December 31, 2014.

This resolution was issued bye) On April 17, 2015 the IFT followingExtraordinary Shareholders’ approved the spin-off from América Móvil of a prior resolution in whichnewly created company, and the Institute determined that an economic interest groupcontribution to such new company of certain assets (mainly comprised of AMXthe passive infrastructure used by its wireless operations in Mexico), liabilities and its operating subsidiaries, including Telmex and Telcel, as well as Grupo Carso, S.A.B. de C.V. and Grupo Financiero Inbursa, S.A.B. de C.V., constitutes the dominant operator in the telecommunications sector, and in which the IFT imposed specific asymmetric measures.equity.

The asymmetrical rates that apply to Telmex’s services during the period from April 6, 2014 to December 31, 2014 are as follows:

Interconnection within the same regional node: Ps.0.02015 per minute

Interconnection between regional nodes that depend on a national node: Ps.0.02258 per minute

Interconnection between regional nodes that depend on different national nodes: Ps.0.02340 per minute

Traffic within the same regional node: Ps.0.00864 per minute

Transit between regional nodes that depend on a national node: Ps.0.01108 per minute

Transit between regional nodes which depend on different national nodes: Ps.0.01190 per minute

The asymmetrical rates that apply to Telcel’s termination services (for voice and SMS) during the period from April 6, 2014 to December 31, 2014 are as follows:

Termination for mobile users under “calling party pays” arrangements: Ps.0.2045

Termination rate for short messages (SMS) sent by mobile users: Ps.0.0391

This resolution was issued by the IFT in its capacity as an independent Constitutional body after a bill was submitted to Congress to establish the new Federal Law on Telecommunications and Broadcasting, and the resolution represents a substantial reduction in interconnection, termination and transit rates compared to other operators in Mexico. Management believes fees referred to in the resolution are comparatively lower than those prevailing for the same services in most countries in the world.

e) In April 2014, the Company filed a challenge (juicio de amparo) to the decision issued by the IFT, through which it determined that an economic interest group comprised of AMX and its operating subsidiaries, including Telmex and Telcel, as well as Grupo Carso, S.A.B. de C.V. and Grupo Financiero Inbursa, S.A.B. de C.V., constitutes the dominant operator in the telecommunications sector, and through which the IFT imposed specific asymmetric measures. AMX operating subsidiaries Telmex and Telcel also filed challenges to the resolution.

f) In March 2014, the Company purchased shares representing 3.1% of the outstanding shares of Telekom Austria from Inmobiliaria Carso and Control Empresarial de Capitales, S.A. de C.V, which may be deemed for certain purposes to be under common control with the Company. As a result, as of March 31, 2014 the Company directly or indirectly owns 26.8% of Telekom Austria’s outstanding shares.

g) On April 23, 2014, the Company entered into a shareholders’ agreement (the “Shareholders Agreement”) with Telekom Austria’s largest shareholder, Österreichische Industrieholding AG (“ÖIAG”). The Shareholders Agreement is subject to certain regulatory approvals. As a result of signing the Shareholders’ Agreement, the Company is required by Austrian law to purchase all the outstanding shares of Telekom Austria not held by the Company, ÖIAG or Telekom Austria (the TA Offer). Under the terms of the Shareholders’ Agreement, the Company and ÖIAG have agreed to vote in favor of, and contribute to, a capital increase for Telekom Austria of €1 billion. The capital increase is subject to the closing of the TA Offer.

24. Supplemental Guarantor Information

As mentioned in Note 16, the Company has issued senior notes in the United States. These notes are fully and unconditionally guaranteed by Telcel.

Consolidating Condensed Financial Information

The following consolidating information presents condensed consolidating balance sheetsstatement of financial position as of December 31, 20122013 and 20132014 and condensed consolidating statements of comprehensive income and cash flows for each of the three years in the period ended December 31, 20132014 of the Company and Telcel (the “wholly-owned Guarantor Subsidiary”). These statements are prepared in accordance with IFRS with the exception that the subsidiaries are accounted for as investments under the equity method rather than being consolidated. The guarantees of the Guarantor are full and unconditional.

The Company’s consolidating condensed financial information for the (i) Company; (ii) its wholly-owned subsidiary Telcel (on standalone basis), which is a wholly and unconditional guarantor under the Senior Notes; (iii) the combined non-guarantor subsidiaries; iv) eliminations and v) the Company’s consolidated financial statements are as follows:

 

  At December 31, 2012, restated 
  Parent  Wholly-owned
Guarantor
Subsidiary
  Combined
non-guarantor
Subsidiaries
  Eliminations  Consolidated
Total
 

Assets:

     

Cash and cash equivalents

 Ps.27,269,924   Ps.1,325,939   Ps.16,891,337    Ps.45,487,200  

Accounts receivable, net

  75,389,317    12,096,177    35,500,209     122,985,703  

Related parties

  138,169,930    27,703,098    192,498,010   Ps.(357,681,985  689,053  

Inventories, net

  553,334    11,116,645    17,057,888    (30,047  28,697,820  

Other current assets

   703,717    10,567,746     11,271,463  

Plant, property and equipment, net

  11,154,013    21,379,116    467,901,143     500,434,272  

Investments in associated companies and others

  513,502,840    112,103,513    91,822,348    (644,312,416  73,116,285  

Intangible assets and other non-current assets, net

  4,851,377    10,642,576    189,508,934     205,002,887  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

 Ps.770,890,735   Ps.197,070,781   Ps.1,021,747,615   Ps.(1,002,024,448 Ps.987,684,683  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities:

     

Short-term debt and current portion of long-term debt

 Ps.6,165,849    Ps.7,921,521   Ps.(465,564 Ps.13,621,806  

Current liabilities

  159,964,142   Ps.176,074,489    249,411,871    (353,390,846  232,059,656  

Long-term debt

  355,666,397     48,381,885     404,048,282  

Other non-current liabilities

  3,516,876    2,320,277    81,125,163    (3,855,623  83,106,693  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  525,313,264    178,394,766    386,840,440    (357,712,033  732,836,437  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity attributable to equity holders of parent company

  245,577,471    18,676,015    606,636,548    (625,312,563  245,577,471  

Non-controlling interest

    28,270,627    (18,999,852  9,270,775  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total equity

  245,577,471    18,676,015    634,907,175    (644,312,415  254,848,246  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

 Ps.770,890,735   Ps.197,070,781   Ps.1,021,747,615   Ps.(1,002,024,448 Ps.987,684,683  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  As of December 31, 2013 
  Parent  Wholly-owned
Guarantor
Subsidiary
  Combined
non-guarantor
Subsidiaries
  Eliminations  Consolidated
Total
 

Assets:

     

Cash and cash equivalents

 Ps.15,818,207   Ps.1,227,994   Ps.31,117,349    Ps.48,163,550  

Accounts receivable, net

  44,885,269    12,962,566    80,494,138     138,341,973  

Related parties

  147,109,666    15,509,108    165,344,115   Ps.(326,616,497  1,346,392  

Inventories, net

  448,408    19,933,734    16,373,268    (36,457  36,718,953  

Other current assets

   607,696    11,519,504     12,127,200  

Property, plant and equipment, net

  8,852,264    36,416,986    455,837,701     501,106,951  

Investments in associated companies

  610,075,358    109,257,851    96,096,875    (726,543,060  88,887,024  

Intangible assets and other non-current assets, net

  6,925,695    12,869,281    179,105,414     198,900,390  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

Ps.  834,114,867  Ps.  208,785,216  Ps.  1,035,888,364  Ps.  (1,053,196,014Ps.  1,025,592,433  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities:

Short-term debt and current portion of long-term debt

Ps.14,228,350  Ps.12,216,885  Ps.(603,757Ps.25,841,478  

Current liabilities

 186,048,150  Ps.199,125,611   184,541,352   (321,601,637 248,113,476  

Long-term debt

 425,530,317   38,948,049   464,478,366  

Other non-current liabilities

 5,907,439   2,486,212   72,911,945   (4,447,560 76,858,036  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

 631,714,256   201,611,823   308,618,231   (326,652,954 815,291,356  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Equity attributable to equity holders of the parent

 202,400,611   7,173,393   717,119,500   (724,292,893 202,400,611  

Non-controlling interests

 10,150,633   (2,250,167 7,900,466  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total equity

 202,400,611   7,173,393   727,270,133   (726,543,060 210,301,077  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

Ps.834,114,867  Ps.208,785,216  Ps.1,035,888,364  Ps.(1,053,196,014Ps.1,025,592,433  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 At December 31, 2013  As of December 31, 2014 
 Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
  Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
 

Assets:

          

Cash and cash equivalents

 Ps.15,818,207   Ps.1,227,994   Ps.31,117,349    Ps.48,163,550   Ps.25,654,314   Ps.1,394,691   Ps.39,424,698    Ps.66,473,703  

Accounts receivable, net

  44,885,269    12,962,566    80,494,138     138,341,973    77,630,240    13,395,305    77,094,918     168,120,463  

Related parties

  147,109,666    15,509,108    165,344,115   Ps.(326,616,497  1,346,392    157,743,960    18,122,176    464,962,866   Ps.(639,508,895  1,320,107  

Inventories, net

  448,408    19,933,734    16,373,268    (36,457  36,718,953    230,922    17,502,817    18,223,696    (27,153  35,930,282  

Other current assets

   607,696    11,519,504     12,127,200     776,380    15,787,222     16,563,602  

Plant, property and equipment, net

  8,852,264    36,416,986    455,837,701     501,106,951  

Investments in associated companies and others

  610,075,358    109,257,851    96,096,875    (726,543,060  88,887,024  

Property, plant and equipment, net

  6,346,798    31,545,761    557,703,759     595,596,318  

Investments in associated companies

  639,676,336    90,638,813    72,404,950    (753,457,518  49,262,581  

Intangible assets and other non-current assets, net

  6,925,695    12,869,281    179,105,414     198,900,390    1,644,636    14,307,317    329,137,660     345,089,613  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 Ps.834,114,867   Ps.208,785,216   Ps.1,035,888,364   Ps.(1,053,196,014 Ps.1,025,592,433  Ps.908,927,206  Ps.187,683,260  Ps.1,574,739,769  Ps.(1,392,993,566Ps.1,278,356,669  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liabilities:

     

Short-term debt and current portion of long-term debt

 Ps.14,228,350    Ps.12,216,885   Ps.(603,757 Ps.25,841,478  Ps.31,749,264  Ps.26,848,979  Ps.(792,726Ps.57,805,517  

Current liabilities

  186,048,150   Ps.199,125,611    184,541,352    (321,601,637  248,113,476   249,303,984  Ps.164,548,238   541,189,823   (633,935,938 321,106,107  

Long-term debt

  425,530,317     38,948,049     464,478,366   445,485,243   100,464,227   545,949,470  

Other non-current liabilities

  5,907,439    2,486,212    72,911,945    (4,447,560  76,858,036   (1,995,561 19,807   125,639,665   (4,807,384 118,856,527  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

  631,714,256    201,611,823    308,618,231    (326,652,954  815,291,356   724,542,930   164,568,045   794,142,694   (639,536,048 1,043,717,621  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Equity attributable to equity holders of parent company

  202,400,611    7,173,393    717,119,500    (724,292,893  202,400,611  

Non-controlling interest

    10,150,633    (2,250,167  7,900,466  
 

 

  

 

  

 

  

 

  

 

 

Equity attributable to equity holders of the parent

 184,384,276   23,115,215   727,990,597   (751,105,812 184,384,276  

Non-controlling interests

 52,606,478   (2,351,706 50,254,772  

Total equity

  202,400,611    7,173,393    727,270,133    (726,543,060  210,301,077   184,384,276   23,115,215   780,597,075   (753,457,518 234,639,048  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities and equity

 Ps.834,114,867   Ps.208,785,216   Ps.1,035,888,364   Ps.(1,053,196,014 Ps.1,025,592,433  Ps.  908,927,206  Ps.  187,683,260  Ps.  1,574,739,769  Ps.  (1,392,993,566Ps.  1,278,356,669  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Condensed Consolidating Statementsconsolidating statements of Comprehensive Income

For the year ended December 31, 2011 (restated)

  Parent  Wholly-owned
Guarantor
Subsidiary
  Combined
non-guarantor
Subsidiaries
  Eliminations  Consolidated
Total
 

Total revenues

 Ps.102,598,076   Ps.127,108,045   Ps.590,431,027   Ps.(130,170,836 Ps.689,966,312  

Total cost and operating expenses

  57,092,568    116,587,293    488,263,365    (129,583,017  532,360,209  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating (loss) income

  45,505,508    10,520,752    102,167,662    (587,819  157,606,103  

Interest (expense) income, net

  (6,537,358  (9,675,128  2,278,785    (4,005  (13,937,706

Foreign currency exchange (loss) gain, net

  (19,497,182  (646,502  (2,251,032   (22,394,716

Other financing cost, net

  2,433,267     2,342,530    (28,531  4,747,266  

Taxes on profits

  9,316,862    1,223,610    29,205,395     39,745,867  

Equity interest in net income of associated companies

  70,457,825    1,350,663    326,175    (70,210,666  1,923,997  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss) for year

 Ps.83,045,198   Ps.326,175   Ps.75,658,725   Ps.(70,831,021 Ps.88,199,077  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Distribution of the net profit (loss) to:

     

Equity owners of holding company

 Ps.83,045,198   Ps.326,175   Ps.68,119,592   Ps.(68,445,767 Ps.83,045,198  

Non-controlling interest

    7,539,133    (2,385,254  5,153,879  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss)

 Ps.83,045,198   Ps.326,175   Ps.75,658,725   Ps.(70,831,021 Ps.88,199,077  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income items:

     

Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years:

     

Effect of translation of foreign entities

 Ps.10,358,985   Ps.2,235,365   Ps.10,353,947   Ps.(12,486,690 Ps.10,461,607  

Effect of fair value of derivatives, net of deferred taxes

  (276,748   (190,559  149,709    (317,598

Items not to be reclassified to profit or loss in subsequent years:

     

Remeasurement of defined benefit plan, net of income tax effect

  (15,681,072   (16,627,898  15,681,072    (16,627,898
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive income items for the period

  (5,598,835  2,235,365    (6,464,510  3,344,091    (6,483,889
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the period

 Ps.77,446,363   Ps.2,561,540   Ps.69,194,215   Ps.(67,486,930 Ps.81,715,188  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income for the period attributable to:

     

Equity holders of the parent

 Ps.77,446,363   Ps.2,561,540   Ps.64,925,390   Ps.(67,486,930 Ps.77,446,363  

Non-controlling interests

    4,268,825     4,268,825  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 Ps.77,446,363   Ps.2,561,540   Ps.69,194,215   Ps.(67,486,930 Ps.81,715,188  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Condensed Consolidating Statements of Comprehensive Incomecomprehensive income

For the year ended December 31, 2012 (restated)

 

 Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
   Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
 

Total revenues

 Ps.158,576,797   Ps.136,378,076   Ps.618,561,116   Ps.(138,446,344 Ps.775,069,645    Ps.  158,576,797   Ps.  136,378,076   Ps.  618,561,116   Ps.  (138,446,344 Ps.  775,069,645  

Total cost and operating expenses

 87,525,232   131,836,240   532,740,660   (138,182,467 613,919,665     87,525,232   131,836,240   532,740,660   (138,182,467 613,919,665  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating (loss) income

  71,051,565    4,541,836    85,820,456    (263,877  161,149,980  

Operating income

 71,051,565   4,541,836   85,820,456   (263,877 161,149,980  

Interest (expense) income, net

  (15,945,879  (10,030,650  6,836,011    2,522    (19,137,996 (15,945,879 (10,030,650 7,565,322   2,522   (18,408,685

Foreign currency exchange (loss) gain, net

  14,182,855    1,640,474    (8,428,175   7,395,154   14,182,855   1,640,474   (8,428,175 7,395,154  

Other financing cost, net

  (919,171   (11,620,355  3,818    (12,535,708 (919,171 (12,349,666 3,818   (13,265,019

Taxes on profits

  16,473,632    442,558    29,067,262     45,983,452  

Equity interest in net income of associated companies

  39,092,832    879,423    (3,411,474  (35,799,420  761,361  

Income tax

 16,473,632   442,558   29,067,262   45,983,452  

Equity interest in net income (loss) of associated companies

 39,092,832   879,423   (3,411,474 (35,799,420 761,361  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net profit (loss) for year

 Ps.90,988,570   Ps.(3,411,475 Ps.40,129,201   Ps.(36,056,957 Ps.91,649,339  Ps.90,988,570  Ps.(3,411,475Ps.40,129,201  Ps.(36,056,957Ps.91,649,339  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Distribution of the net profit (loss) to:

     

Equity owners of holding company

 Ps.90,988,570   Ps.(3,411,475 Ps.35,037,764   Ps.(31,626,289 Ps.90,988,570  Ps.90,988,570  Ps.(3,411,475Ps.35,037,764  Ps.(31,626,289Ps.90,988,570  

Non-controlling interest

    5,091,437    (4,430,668  660,769   5,091,437   (4,430,668 660,769  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net profit (loss)

 Ps.90,988,570   Ps.(3,411,475 Ps.40,129,201   Ps.(36,056,957 Ps.91,649,339  Ps.90,988,570  Ps.(3,411,475Ps.40,129,201  Ps.(36,056,957Ps.91,649,339  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Other comprehensive income items:

     

Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years

     

Other comprehensive (loss) income items:

Net other comprehensive income (loss) that may be reclassified to profit or loss in subsequent years

Effect of translation of foreign entities

 Ps.(32,899,915 Ps.(4,822,249 Ps.(32,512,828 Ps.36,813,888   Ps.(33,421,104Ps.(32,899,915Ps.(4,822,249Ps.(32,512,828Ps.36,813,888  Ps.(33,421,104

Effect of fair value of derivatives, net of deferred taxes

  (253,428   (435,458  449,722    (239,164 (253,428 (435,458 449,722   (239,164

Items not to be reclassified to profit or loss in subsequent years:

     

Remeasurement of defined benefit plan, net of income tax effect

  2,377,006     2,439,641    (2,377,006  2,439,641  

Items that will not to be reclassified to profit or loss in subsequent years:

Remeasurement of defined benefit plan, net of deferred taxes

 2,377,006   2,439,641   (2,377,006 2,439,641  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total other comprehensive income items for the period

  (30,776,337  (4,822,249  (30,508,645  34,886,604    (31,220,627

Total other comprehensive income

items for the year, net of deferred taxes

 (30,776,337 (4,822,249 (30,508,645 34,886,604   (31,220,627
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total comprehensive income for the period

 Ps.60,212,233   Ps.(8,233,724 Ps.9,620,556   Ps.(1,170,353 Ps.60,428,712  

Total comprehensive income for the year

Ps.60,212,233  Ps.(8,233,724Ps.9,620,556  Ps.(1,170,353Ps.60,428,712  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comprehensive income for the period attributable to:

     

Comprehensive income for the year attributable to:

Equity holders of the parent

 Ps.60,212,233   Ps.(8,233,724 Ps.9,404,077   Ps.(1,170,353 Ps.60,212,233  Ps.60,212,233  Ps.(8,233,724Ps.9,404,077  Ps.(1,170,353Ps.60,212,233  

Non-controlling interests

    216,479     216,479   216,479   216,479  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 
 Ps.60,212,233   Ps.(8,233,724 Ps.9,620,556   Ps.(1,170,353 Ps.60,428,712  Ps.60,212,233  Ps.(8,233,724Ps.9,620,556  Ps.(1,170,353Ps.60,428,712  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Condensed Consolidating Statementsconsolidating statements of Comprehensive Incomecomprehensive income

For the year ended December 31, 2013

 

 Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
   Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
 

Total revenues

 Ps.177,392,370   Ps.147,484,740   Ps.634,406,203   Ps.(173,182,292 Ps.786,101,021    Ps.  177,392,370   Ps.  147,484,740   Ps.  634,406,203   Ps.  (173,182,292 Ps.  786,101,021  

Total cost and operating expenses

  103,305,197    145,880,447    552,650,315    (169,992,694  631,843,265     103,305,197   145,880,447   552,650,315   (169,992,694 631,843,265  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Operating (loss) income

  74,087,173    1,604,293    81,755,888    (3,189,598  154,257,756  

Operating income

 74,087,173   1,604,293   81,755,888   (3,189,598 154,257,756  

Interest (expense) income, net

  (19,499,075  (10,232,219  5,715,815    (88,892  (24,104,371 (19,499,075 (10,232,219 8,795,367   (88,892 (21,024,819

Foreign currency exchange (loss) gain, net

  (5,715,711  (205,605  (13,689,149   (19,610,465 (5,715,711 (205,605 (13,689,149 (19,610,465

Other financing cost, net

  4,407,649     (9,633,565  13,933    (5,211,983 4,407,649   (12,713,117 13,933   (8,291,535

Taxes on profits

  9,420,673    (1,473,226  22,445,284     30,392,731  

Income tax

 9,420,673   (1,473,226 22,445,284   30,392,731  

Equity interest in net income of associated companies

  30,765,616    (41,170  (7,401,474  (23,286,690  36,282   30,765,616   (41,170 (7,401,474 (23,286,690 36,282  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net profit (loss) for year

 Ps.74,624,979   Ps.(7,401,475 Ps.34,302,231   Ps.(26,551,247 Ps.74,974,488  Ps.74,624,979  Ps.(7,401,475Ps.34,302,231  Ps.(26,551,247Ps.74,974,488  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Distribution of the net profit (loss) to:

     

Equity owners of holding company

 Ps.74,624,979   Ps.(7,401,475 Ps.33,737,205   Ps.(26,335,730 Ps.74,624,979  Ps.74,624,979  Ps.(7,401,475Ps.33,737,205  Ps.(26,335,730Ps.74,624,979  

Non-controlling interest

    565,026    (215,517  349,509   565,026   (215,517 349,509  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net profit (loss)

 Ps.74,624,979   Ps.(7,401,475 Ps.34,302,231   Ps.(26,551,247 Ps.74,974,488  Ps.74,624,979  Ps.(7,401,475Ps.34,302,231  Ps.(26,551,247Ps.74,974,488  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Other comprehensive income items:

     

Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years

     

Net other comprehensive income (loss) that may be reclassified to profit or loss in subsequent years

Effect of translation of foreign entities

 Ps.(26,485,343 Ps.(3,442,578 Ps.(26,485,343 Ps.29,524,982   Ps.(26,888,282Ps.(26,485,343Ps.(3,442,578Ps.(26,485,343Ps.29,524,982  Ps.(26,888,282

Effect of fair value of derivatives, net of deferred taxes

  (741,321  (658,570  (833,613  1,492,764    (740,740 (741,321 (658,570 (833,613 1,492,764   (740,740

Items not to be reclassified to profit or loss in subsequent years:

     

Remeasurement of defined benefit plan, net of income tax effect

  (2,289,811   (3,874,354  3,726,126    (2,438,039

Items that will not to be reclassified to profit or loss in subsequent years:

Remeasurement of defined benefit plan, net of deferred taxes

 (2,289,811 (3,874,354 3,726,126   (2,438,039
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total other comprehensive income items for the period

  (29,516,475  (4,101,148  (31,193,310  34,743,872    (30,067,061

Total other comprehensive loss items for the year

 (29,516,475 (4,101,148 (31,193,310 34,743,872   (30,067,061
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total comprehensive income for the period

 Ps.45,108,504   Ps.(11,502,623 Ps.3,108,921   Ps.8,192,625   Ps.44,907,427  

Total comprehensive income for the year

Ps.45,108,504  Ps.(11,502,623Ps.3,108,921  Ps.8,192,625  Ps.44,907,427  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Comprehensive income for the period attributable to:

     

Comprehensive income for the year attributable to:

Equity holders of the parent

 Ps.45,108,504   Ps.(11,502,623 Ps.3,309,998   Ps.8,192,625   Ps.45,108,504  Ps.45,108,504  Ps.(11,502,623Ps.3,309,998  Ps.8,192,625  Ps.45,108,504  

Non-controlling interests

    (201,077   (201,077 (201,077 (201,077
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 
 Ps.45,108,504   Ps.(11,502,623 Ps.3,108,921   Ps.8,192,625   Ps.44,907,427  Ps.45,108,504  Ps.(11,502,623Ps.3,108,921  Ps.8,192,625  Ps.44,907,427  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Condensed Consolidating Statementsconsolidating statements of Cash Flowscomprehensive income

For the year ended December 31, 2011 (restated)2014

 

  Parent  Wholly-owned
Guarantor
Subsidiary
  Combined
non-guarantor
Subsidiaries
  Eliminations  Consolidated
Total
 

Operating activities:

   

Profit before taxes

 Ps.92,362,060   Ps.1,549,785   Ps.104,864,120   Ps.(70,831,021 Ps.127,944,944  

Non-cash items

  (58,286,212  13,623,630    107,372,061    70,214,525    132,924,004  

Changes in working capital:

  67,986,792    1,647,322    (137,882,656  620,353    (67,628,189
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows (used in) provided by operating activities

  102,062,640    16,820,737    74,353,525    3,857    193,240,759  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investing activities:

   

Acquisition of plant, property and equipment

  (3,561,842  (5,360,109  (111,271,237   (120,193,188

Acquisition of licenses

    (993,692   (993,692

Dividends received

  80,074,790     1,379,999    (81,454,789 

Investment in associates and business combinations

  (123,626,353  (991,358  (1,279,701  123,626,353    (2,271,059

Proceeds from fixed asset sales

    38,312     38,312  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) investing activities

  (47,113,405  (6,351,467  (112,126,319  42,171,564    (123,419,627
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financing activities:

   

Bank loans, net

  61,811,634     (15,803,025   46,008,609  

Acquisition of no controlling interest

  (64,458,586   (3,005,784   (67,464,370

Interest paid

  (9,487,535  (7,955,780  (623,978   (18,067,293

Paid-In capital

    123,626,353    (123,626,353 

Repurchase of shares and others

  (52,368,010   (1,358,774   (53,726,784

Payment of dividends

  (13,807,550  (1,379,999  (83,306,363  81,450,932    (17,042,980

Financial instruments

    3,158,678     3,158,678  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows (used in) provided by financing activities

  (78,310,047  (9,335,779  22,687,107    (42,175,421  (107,134,140
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (decrease) increase in cash and cash equivalents

  (23,360,812  1,133,491    (15,085,687   (37,313,008

Adjustment to cash flow for exchange rate differences

    498,539     498,539  

Cash and cash equivalents at beginning of the period

  52,558,770    878,843    42,500,852     95,938,465  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of the period

 Ps.29,197,958   Ps.2,012,334   Ps.27,913,704    Ps.59,123,996  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   Parent  Wholly-owned
Guarantor
Subsidiary
  Combined
non-guarantor
Subsidiaries
  Eliminations  Consolidated
Total
 

Total revenues

  Ps.  177,253,309   Ps.  160,813,209   Ps.  684,868,563   Ps.  (174,673,261 Ps.  848,261,820  

Total cost and operating expenses

   128,116,283    141,434,298    604,910,204    (182,753,215  691,707,570  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

 49,137,026   19,378,911   79,958,359   8,079,954   156,554,250  

Interest (expense) income, net

 (28,644,460 (9,557,003 13,877,738   (146,527 (24,470,252

Foreign currency exchange (loss) gain, net

 (9,171,796 (1,067,727 (18,375,936 (28,615,459

Other financing cost, net

 5,940,256   (16,135,030 4,513   (10,190,261

Income tax

 9,988,723   4,917,194   24,801,632   39,707,549  

Equity interest in net income of associated companies

 38,649,910   (4,185,854 (348,866 (40,188,199 (6,073,009
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss) for year

Ps.45,922,213  Ps.(348,867Ps.34,174,633  Ps.(32,250,259Ps.47,497,720  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Distribution of the net profit (loss) to:

Equity owners of holding company

Ps.45,922,213  Ps.(348,867Ps.32,717,012  Ps.(32,143,988Ps.46,146,370  

Non-controlling interest

 1,457,621   (106,271 1,351,350  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit (loss)

Ps.45,922,213  Ps.(348,867Ps.34,174,633  Ps.(32,250,259Ps.47,497,720  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income items:

Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years:

Effect of translation of foreign entities

Ps.(5,786,883Ps.2,718,279  Ps.(1,209,846Ps.(1,977,265Ps.(6,255,715

Effect of fair value of derivatives, net of deferred taxes

 (329,112 (815,484 (366,195 1,197,219   (313,572

Items not to be reclassified to profit or loss in subsequent years:

Remeasurement of defined benefit plan, net of income tax effect

 (6,625,463 (6,512,408 6,329,896   (6,807,975
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other comprehensive income items for the period

 (12,741,458 1,902,795   (8,088,449 5,549,850   (13,377,262
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the period

Ps.33,180,755  Ps.1,553,928  Ps.26,086,184  Ps.(26,700,409Ps.34,120,458  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income for the period attributable to:

Equity holders of the parent

Ps.33,180,755  Ps.1,553,928  Ps.25,370,638  Ps.(26,700,409Ps.33,404,912  

Non-controlling interests

 715,546   715,546  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
Ps.33,180,755  Ps.1,553,928  Ps.26,086,184  Ps.(26,700,409Ps.34,120,458  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2012 (Restated)

 

 Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
   Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
 

Operating activities:

          

Profit before taxes

 Ps.107,462,202   Ps.(2,968,917 Ps.69,196,463   Ps.(36,056,957 Ps.137,632,791    Ps.  107,462,202   Ps.  (2,968,917 Ps.  69,196,463   Ps.  (36,056,957 Ps.  137,632,791  

Non-cash items

 (17,700,336 13,469,502   89,101,098   35,803,277   120,673,541     (17,700,336 13,469,502   89,101,098   35,803,277   120,673,541  

Changes in working capital:

 (142,895,497 9,638,378   81,315,870   239,272   (51,701,977   (142,895,497 9,638,378   81,315,870   239,272   (51,701,977
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net cash flows (used in) provided by operating activities

  (53,133,631  20,138,963    239,613,431    (14,408  206,604,355   (53,133,631 20,138,963   239,613,431   (14,408 206,604,355  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Investing activities:

     

Acquisition of plant, property and equipment

  17,059    (9,869,257  (112,103,749   (121,955,947 17,059   (9,869,257 (112,103,749 (121,955,947

Acquisition of licenses

    (7,830,248   (7,830,248

Acquisition of intangibles

 (7,830,248 (7,830,248

Dividends received

  26,421,133     (571,187  (25,278,759  571,187   26,421,133   (571,187 (25,278,759 571,187  

Acquisition of investment in associates and business combination

  (8,060,283   (73,849,936  8,060,283    (73,849,936 (8,060,283 (73,849,936 8,060,283   (73,849,936

Proceeds from fixed asset sales

    58,006     58,006   58,006   58,006  

Cash acquired in business combinations

 5,378,807   5,378,807  
  

 

  

 

  

 

  

 

  

 

 

Net cash flows provided by (used in) investing activities

    5,378,807     5,378,807   18,377,909   (9,869,257 (188,918,307 (17,218,476 (197,628,131
 

 

  

 

  

 

  

 

  

 

 
  18,377,909    (9,869,257  (188,918,307  (17,218,476  (197,628,131

Financing activities:

     

Bank loans, net

  89,462,233     (46,721,960   42,740,273   89,462,233   (46,721,960 42,740,273  

Acquisition of no controlling interest

  (10,871,455   (181,219   (11,052,674 (10,871,455 (181,219 (11,052,674

Interest paid

  (12,868,552  (7,036,101  (1,425,138   (21,329,791 (12,868,552 (7,036,101 (1,425,138 (21,329,791

Paid-In capital

    8,060,283    (8,060,283  8,060,283   (8,060,283

Repurchase of shares and others

  (17,836,724     (17,836,724 (17,836,724 (17,836,724

Payment of dividends

  (15,057,814  (3,920,000  (21,700,000  25,293,167    (15,384,647 (15,057,814 (3,920,000 (21,700,000 25,293,167   (15,384,647

Financial instruments

    5,003,187     5,003,187   5,003,187   5,003,187  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net cash flows (used in) provided by financing activities

  32,827,688    (10,956,101  (56,964,847  17,232,884    (17,860,376 32,827,688   (10,956,101 (56,964,847 17,232,884   (17,860,376
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net (decrease) increase in cash and cash equivalents

  (1,928,034  (686,395  (6,269,723   (8,884,152 (1,928,034 (686,395 (6,269,723 (8,884,152

Adjustment to cash flow for exchange rate differences

    (4,752,644   (4,752,644 (4,752,644 (4,752,644

Cash and cash equivalents at beginning of the period

  29,197,958    2,012,334    27,913,704     59,123,996   29,197,958   2,012,334   27,913,704   59,123,996  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of the period

 Ps.27,269,924   Ps.1,325,939   Ps.16,891,337    Ps.45,487,200  Ps.27,269,924  Ps.1,325,939  Ps.16,891,337  Ps.45,487,200  
 

 

��

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2013

 

 Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
   Parent Wholly-owned
Guarantor
Subsidiary
 Combined
non-guarantor
Subsidiaries
 Eliminations Consolidated
Total
 

Operating activities:

           

Profit before taxes

 Ps.84,045,652   Ps.(8,874,701 Ps.56,747,515   Ps.(26,551,247 Ps.105,367,219    Ps.84,045,652   Ps.(8,874,701 Ps.56,747,515   Ps.  (26,551,247 Ps.105,367,219  

Non-cash items

  43,845,079    15,791,372    63,265,973    23,286,691    146,189,115     43,845,079   15,791,372   63,265,973   23,286,691   146,189,115  

Changes in working capital:

  (34,873,415  7,885,804    (40,043,987  3,264,556    (63,767,042   (34,873,416 7,885,804   (40,043,987 3,264,556   (63,767,042
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net cash flows (used in) provided by operating activities

  93,017,316    14,802,475    79,969,501     187,789,292   93,017,316   14,802,475   79,969,501   187,789,292  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Investing activities:

     

Acquisition of plant, property and equipment

  69,274    (16,044,251  (102,441,309   (118,416,286 69,274   (16,044,251 (102,441,309 (118,416,286

Acquisition of licenses

    (3,334,464   (3,334,464 (3,334,464 (3,334,464

Dividends received

    212,394     212,394   212,394   212,394  

Acquisition of non-controlling interest

  (341,966   (1,730,588  341,966    (1,730,588 (341,966 (1,730,588 341,966   (1,730,588

Fixed asset sales

    44,045     44,045   44,045   44,045  

Acquisition of investments in associates and business combination

    (15,366,062   (15,366,062 (15,366,062 (15,366,062

Partial sale of shares of associated company

 4,299,360   4,299,360  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net cash flows provided by (used in) investing activities

    4,299,360     4,299,360   (272,692 (16,044,251 (118,316,624 341,966   (134,291,601
 

 

  

 

  

 

  

 

  

 

 
  (272,692  (16,044,251  (118,316,624  341,966    (134,291,601

Financing activities:

     

Bank loans, net

  70,907,667     (5,317,148   65,590,519   70,907,667   (5,317,148 65,590,519  

Acquisition of no controlling interest

  (72,016,331   69,448,722     (2,567,609 (72,016,331 69,448,722   (2,567,609

Interest paid

  (16,839,948  1,143,831    (6,958,002   (22,654,119 (16,839,948 1,143,831   (6,958,002 (22,654,119

Paid-In capital

    341,966    (341,966  341,966   (341,966

Repurchase of shares and others

  (70,745,785     (70,745,785 (70,745,785 (70,745,785

Payment of dividends

  (15,501,944   (220,632   (15,722,576 (15,501,944 (220,632 (15,722,576

Financial instruments

    (546,770   (546,770 (546,770 (546,770
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net cash flows (used in) provided by financing activities

  (104,196,341  1,143,831    56,748,136    (341,966  (46,646,340 (104,196,341 1,143,831   56,748,136   (341,966 (46,646,340
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net (decrease) increase in cash and cash equivalents

  (11,451,717  (97,945  18,401,013     6,851,351   (11,451,717 (97,945 18,401,013   6,851,351  

Adjustment to cash flow for exchange rate differences

    (4,175,001   (4,175,001 (4,175,001 (4,175,001

Cash and cash equivalents at beginning of the period

  27,269,924    1,325,939    16,891,337     45,487,200   27,269,924   1,325,939   16,891,337   45,487,200  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Cash and cash equivalents at end of the period

 Ps.15,818,207   Ps.1,227,994   Ps.31,117,349    Ps.48,163,550  Ps.15,818,207  Ps.1,227,994  Ps.31,117,349  Ps.48,163,550  
 

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2014

   Parent  Wholly-owned
Guarantor
Subsidiary
  Combined
non-guarantor
Subsidiaries
  Eliminations  Consolidated
Total
 

Operating activities:

    

Profit before taxes

  Ps. 55,910,936   Ps. 4,568,327   Ps. 58,976,264   Ps. (32,250,258 Ps. 87,205,269  

Non-cash items

   76,781,705    20,102,297    62,552,178    40,188,198    199,624,378  

Changes in working capital:

   (59,801,260  (24,312,700  45,832,767    (7,937,940  (46,219,133
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows (used in) provided by operating activities

 72,891,381   357,924   167,361,209   240,610,514  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investing activities:

Acquisition of plant, property and equipment

 289,705   (8,850,170 (117,704,832 (126,265,297

Acquisition of licenses

 (1,225,966 (18,093,690 (19,319,656

Dividends received

 (6,265 7,070,000   (1,497 (6,702,825 359,413  

Acquisition of businesses, net of cash required

 7,664,566   (19,575,148 (11,910,582

Partial sale of shares of associated company

 (10,400,293 24,648,037   (12,582,000 10,400,293   12,066,037  

Investments in associate companies

 (2,654,342 (2,654,342

Proceeds from fixed asset sales

 96,781   96,781  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) investing activities

 (2,452,287 21,641,901   (170,514,728 3,697,468   (147,627,646
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financing activities:

Bank loans, net

 11,556,519   (4,065,730 7,490,789  

Acquisition of no controlling interest

 (4,696,245 (4,696,245

Interest paid

 (20,818,380 (21,833,128 9,368,090   (33,283,418

Paid-In capital

 10,400,293   (10,400,293

Repurchase of shares and others

 (35,049,327 (35,049,327

Increase of non-controlling interests

 7,181,894   7,181,894  

Payment of dividends

 (16,291,799 (7,465,855 6,702,825   (17,054,829

Financial instruments

 653,116   653,116  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash flows (used in) provided by financing activities

 (60,602,987 (21,833,128 11,375,563   (3,697,468 (74,758,020
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (decrease) increase in cash and cash equivalents

 9,836,107   166,697   8,222,044   18,224,848  

Adjustment to cash flow for exchange rate differences

 85,305   85,305  

Cash and cash equivalents at beginning of the period

 15,818,207   1,227,994   31,117,349   48,163,550  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of the period

Ps.25,654,314  Ps.1,394,691  Ps.39,424,698  Ps.66,473,703  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

F-105F-135