Form 6-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF A FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2016

Commission File Number: 1-16269

 

 

AMÉRICA MÓVIL, S.A.B. DE C.V.

(Exact Name of the Registrant as Specified in the Charter)

 

 

America Mobile

(Translation of Registrant’s Name into English)

Lago Zurich 245,

Plaza Carso / Edificio Telcel,

Colonia Ampliación Granada,

Delegación Miguel Hidalgo,

11529, Mexico City,

México

(Address of Principal Executive Office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   x            Form 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

This Report on Form 6-K shall be deemed incorporated by reference into the Registrant’s

Registration Statement on Form F-3ASR (File No. 333-207092).

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     Page  

Unaudited Condensed Consolidated Statements of Financial Position

     1   

Unaudited Condensed Consolidated Statements of Comprehensive Income

     2   

Unaudited Condensed Consolidated Statements of Changes in Equity

     4   

Unaudited Condensed Consolidated Statements of Cash Flows

     6   

Notes to Unaudited Condensed Consolidated Financial Statements

     7   

The information in this report supplements information contained in our annual report on Form 20-F for the year ended December 31, 2014 (File No. 001-16269), filed with the U.S. Securities and Exchange Commission on May 1, 2015 (our “2014 Form 20-F”).

 

i


Table of Contents

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Financial Position

(In thousands of Mexican pesos)

 

     At September 30,
2015
Unaudited
    At December 31,
2014
Audited
 

Assets

    

Current assets:

    

Cash and cash equivalents

   Ps.  69,874,151      Ps.  66,473,703   

Other investments (Note 5)

     55,049,112        —     

Accounts receivable:

    

Subscribers, distributors, recoverable taxes and other, net

     149,156,906        145,584,407   

Related parties (Note 3)

     795,107        1,320,107   

Derivative financial instruments

     37,978,463        22,536,056   

Inventories, net

     34,593,453        35,930,282   

Other assets, net

     19,416,933        16,563,602   
  

 

 

   

 

 

 

Total current assets

     366,864,125        288,408,157   

Non-current assets:

    

Property, plant and equipment, net (Note 4)

     558,722,383        588,106,180   

Intangibles, net

     123,899,901        117,319,788   

Goodwill

     136,347,853        140,903,391   

Investment in associated companies (Note 5)

     3,795,776        49,262,581   

Deferred taxes

     76,812,350        66,500,539   

Other assets, net

     27,230,246        27,856,033   
  

 

 

   

 

 

 

Total assets

   Ps.  1,293,672,634      Ps.  1,278,356,669   
  

 

 

   

 

 

 

Liabilities and equity

    

Current liabilities:

    

Short-term debt and current portion of long-term debt (Note 7)

   Ps . 132,884,388      Ps. 57,805,517   

Accounts payable

     180,329,751        191,503,362   

Accrued liabilities

     52,571,299        53,968,679   

Taxes payable

     24,203,728        35,834,083   

Derivative financial instruments

     6,701,104        8,527,812   

Related parties (Note 3)

     2,014,452        3,087,292   

Deferred revenues

     31,910,195        31,464,235   
  

 

 

   

 

 

 

Total current liabilities

     430,614,917        382,190,980   

Non-current liabilities

    

Long-term debt (Note 7)

     587,869,829        545,949,470   

Derivative financial instruments

     2,710,740        —     

Deferred taxes

     11,450,438        14,190,442   

Deferred revenues

     1,323,597        1,330,757   

Asset retirement obligations

     13,220,670        13,451,407   

Employee benefits

     93,630,347        86,604,565   
  

 

 

   

 

 

 

Total liabilities

     1,140,820,538        1,043,717,621   
  

 

 

   

 

 

 

Equity (Note 8):

    

Capital stock

     96,374,352        96,382,631   

Retained earnings:

    

Prior periods

     122,300,810        146,188,038   

Profit for the period

     19,391,632        46,146,370   
  

 

 

   

 

 

 

Total retained earnings

     141,692,442        192,334,408   

Other comprehensive loss items

     (136,962,947     (104,332,763
  

 

 

   

 

 

 

Equity attributable to equity holders of the parent

     101,103,847        184,384,276   

Non-controlling interests

     51,748,249        50,254,772   
  

 

 

   

 

 

 

Total equity

     152,852,096        234,639,048   
  

 

 

   

 

 

 

Total liabilities and equity

   Ps. 1,293,672,634      Ps. 1,278,356,669   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

1


Table of Contents

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Income

(In thousands of Mexican pesos, except for earnings per share)

 

     For the nine-month periods
ended September 30,
 
     2015
Unaudited
    2014
Unaudited
 

Operating revenues:

    

Mobile voice services

   Ps.  187,367,500      Ps.  191,513,206   

Fixed voice services

     84,297,978        85,023,563   

Mobile data services

     174,386,359        141,383,887   

Fixed data services

     77,886,796        71,076,955   

Paid television

     49,649,626        51,016,821   

Sales of equipment, accessories and computers

     79,482,796        63,772,418   

Other related services

     10,568,129        15,170,789   
  

 

 

   

 

 

 
     663,639,184        618,957,639   
  

 

 

   

 

 

 

Operating costs and expenses:

    

Cost of sales and services

     306,111,761        278,416,257   

Commercial, administrative and general expenses

     151,167,218        133,041,882   

Other expenses

     3,045,442        3,619,282   

Depreciation and amortization

     94,087,170        82,647,358   
  

 

 

   

 

 

 
     554,411,591        497,724,779   
  

 

 

   

 

 

 

Operating income

     109,227,593        121,232,860   
  

 

 

   

 

 

 

Interest income

     3,203,708        5,654,453   

Interest expense

     (22,173,862     (23,122,066

Foreign currency exchange loss, net

     (75,872,579     (5,797,076

Valuation of derivatives, interest cost from labor obligations and other financial items, net

     20,737,449        (12,222,459

Equity interest in net loss of associated companies

     (1,410,372     (4,342,135
  

 

 

   

 

 

 

Profit before income tax

     33,711,937        81,403,577   

Income tax (Note 6)

     12,886,541        37,293,663   
  

 

 

   

 

 

 

Net profit for the period

     20,825,396        44,109,914   
  

 

 

   

 

 

 

Net profit for the period attributable to:

    

Equity holders of the parent

     19,391,632        42,839,347   

Non-controlling interests

     1,433,764        1,270,567   
  

 

 

   

 

 

 
   Ps. 20,825,396      Ps. 44,109,914   
  

 

 

   

 

 

 

Basic and diluted earnings per share attributable to equity holders of the parent

     0.29        0.62   
  

 

 

   

 

 

 

Other comprehensive (loss) income items:

    

Net other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods:

    

Effect of translation of foreign entities

   Ps.  (31,806,413   Ps.  (12,837,814

Effect of fair value of derivatives, net of deferred taxes

     28,596        (327,651

Items not to be reclassified to profit or loss in subsequent periods:

    

Remeasurement of defined benefit plan, net of deferred taxes

     (175,834     (701,309
  

 

 

   

 

 

 

Total other comprehensive loss items for the period, net of deferred taxes

     (31,953,651     (13,866,774
  

 

 

   

 

 

 

Total comprehensive (loss) income for the period

   Ps.  (11,128,255   Ps. 30,243,140   
  

 

 

   

 

 

 

Comprehensive (loss) income for the period attributable to:

    

Equity holders of the parent

   Ps.  (12,985,129   Ps. 28,740,795   

Non-controlling interests

     1,856,874        1,502,345   
  

 

 

   

 

 

 
   Ps.  (11,128,255   Ps. 30,243,140   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

2


Table of Contents

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Comprehensive Income

(In thousands of Mexican pesos, except for earnings per share)

 

     For the three-month periods
ended September 30,
 
     2015
Unaudited
    2014
Unaudited
 

Operating revenues:

    

Mobile voice services

   Ps.  61,706,414      Ps.  65,703,764   

Fixed voice services

     27,750,125        31,066,736   

Mobile data voice services

     60,346,914        52,445,744   

Fixed data services

     26,028,080        25,863,394   

Paid television

     16,023,423        17,688,735   

Sales of equipment, accessories and computers

     27,010,574        22,242,629   

Other services

     4,738,432        5,872,982   
  

 

 

   

 

 

 
     223,603,962        220,883,984   
  

 

 

   

 

 

 

Operating costs and expenses:

    

Cost of sales and services

     104,263,846        97,574,897   

Commercial, administrative and general expenses

     51,212,300        49,262,583   

Other expenses

     1,394,159        1,685,059   

Depreciation and amortization

     31,565,704        30,100,402   
  

 

 

   

 

 

 
     188,436,009        178,622,941   
  

 

 

   

 

 

 

Operating income

     35,167,953        42,261,043   
  

 

 

   

 

 

 

Interest income

     1,033,745        2,392,193   

Interest expense

     (8,040,262     (8,821,066

Foreign currency exchange loss, net

     (45,104,590     (8,969,850

Valuation of derivatives, interest cost from labor obligations and other financial items, net

     2,241,637        1,926,607   

Equity interest in net loss of associated companies

     (21,535     (3,483,902
  

 

 

   

 

 

 

Profit before (loss) income tax

     (14,723,052     25,305,025   

Income tax (Note 6)

     (4,915,074     14,101,204   
  

 

 

   

 

 

 

Net (loss) profit for the period

     (9,807,978     11,203,821   
  

 

 

   

 

 

 

Net (loss) profit for the period attributable to:

    

Equity holders of the parent

     (10,575,910     10,119,700   

Non-controlling interests

     767,932        1,084,121   
  

 

 

   

 

 

 
   Ps.  (9,807,978   Ps.  11,203,821   
  

 

 

   

 

 

 

Basic and diluted (losses) earnings per share attributable to equity holders of the parent

     (0.16     0.15   
  

 

 

   

 

 

 

Other comprehensive loss items:

    

Net other comprehensive loss to be reclassified to profit or loss in subsequent periods:

    

Effect of translation of foreign entities

   Ps.  (17,952,720   Ps.  (12,329,281

Effect of fair value of derivatives, net of deferred taxes

     10,256        (328,968

Items not to be reclassified to loss in subsequent periods:

    

Remeasurement of defined benefit plan, net of deferred taxes

     (174,470     (1,478,004
  

 

 

   

 

 

 

Total other comprehensive loss items for the period, net of deferred taxes

     (18,116,934     (14,136,253
  

 

 

   

 

 

 

Total comprehensive loss for the period

   Ps.  (27,924,912)      Ps.  (2,932,432
  

 

 

   

 

 

 

Comprehensive loss for the period attributable to:

    

Equity holders of the parent

   Ps.  (26,994,117   Ps.  (3,707,771

Non-controlling interests

     (930,795     775,339   
  

 

 

   

 

 

 
   Ps.  (27,924,912   Ps.  (2,932,432
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

3


Table of Contents

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Changes in Equity

For the nine-month period ended September 30, 2015

(In thousands of Mexican pesos)

 

    Capital
stock
    Legal
reserve
    Retained
earnings
    Effect of derivative
financial
instruments
acquired for
hedging purposes,
net of deferred taxes
    Remeasurement
of defined
benefit plan,

net of deferred
taxes
    Effect of translation
of foreign entities
    Total equity
attributable

to equity
holders of
the parent
    Non-
controlling
interests
    Total
equity
 

Balance at December 31, 2014 (audited)

  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   

Net profit for the period

        19,391,632              19,391,632        1,433,764        20,825,396   

Remeasurement of defined benefit plan, net of deferred taxes

            (150,039       (150,039     (25,795     (175,834

Effect of fair value of derivative financial instruments acquired for hedging purposes, net of deferred taxes

          28,227            28,227        369        28,596   

Effect of translation of foreign entities

              (32,254,949     (32,254,949     448,536        (31,806,413
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) for the period

        19,391,632        28,227        (150,039     (32,254,949     (12,985,129     1,856,874        (11,128,255

Dividends declared

        (37,192,594           (37,192,594     (476,918     (37,669,512

Repurchase of shares

    (8,279       (30,996,214           (31,004,493       (31,004,493

Derecognition of the equity method investment in KoninKlijke KPN, with retained available for sale financial interest (Note 5)

          1,458,894        (2,060,910     348,593        (253,423       (253,423

Other acquisitions of non-controlling interests

        (1,844,790           (1,844,790     113,521        (1,731,269
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2015 (unaudited)

  Ps.  96,374,352      Ps.  358,440      Ps.  141,334,002      Ps.  (69,572   Ps.  (65,203,632   Ps.  (71,689,743   Ps.  101,103,847      Ps.  51,748,249      Ps.  152,852,096   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

4


Table of Contents

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Changes in Equity

For the nine-month period ended September 30, 2014

(In thousands of Mexican pesos)

 

    Capital
stock
    Legal
reserve
    Retained
earnings
    Effect of derivative
financial
instruments
acquired for
hedging purposes,
net of deferred taxes
    Remeasurement
of defined
benefit plan,

net of deferred
taxes
    Effect of translation
of foreign entities
    Total equity
attributable

to equity
holders of
the parent
    Non-
controlling
interests
    Total
equity
 

Balance at December 31, 2013 (audited)

  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   

Net profit for the period

        42,839,347              42,839,347        1,270,567        44,109,914   

Remeasurement of defined benefit plan, net of deferred taxes

            (699,009       (699,009     (2,300     (701,309

Effect of fair value of derivative financial instruments acquired for hedging purposes, net of deferred taxes

          (328,035         (328,035     384        (327,651

Effect of translation of foreign entities

              (13,071,508     (13,071,508     233,694        (12,837,814
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income for the period

        42,839,347        (328,035     (699,009     (13,071,508     28,740,795        1,502,345        30,243,140   

Dividends declared

        (16,677,120           (16,677,120       (16,677,120

Repurchase of shares

    (7,051       (24,335,587           (24,342,638       (24,342,638

Acquisitions of none-controlling interest arising on business combination of Telekom Austria

          7,935        100        (279,000     (270,965     37,899,868        37,628,903   

Other acquisitions of non-controlling interests

        (19,234         6,960        (12,274     (135,842     (148,116
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2014 (unaudited)

  Ps. 96,385,288      Ps. 358,440      Ps. 198,767,878      Ps. (1,557,432   Ps. (57,066,174   Ps. (47,049,591   Ps. 189,838,409      Ps. 47,166,837      Ps. 237,005,246   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

5


Table of Contents

AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands of Mexican pesos)

 

     For the nine-month
period ended September 30,
 
     2015
Unaudited
    2014
Adjusted (Note 2)
 

Operating activities

    

Profit before income tax

   Ps. 33,711,937      Ps. 81,403,577   

Items not requiring the use of cash:

    

Depreciation

     84,177,730        74,307,013   

Amortization of intangible and others assets

     9,909,440        8,340,345   

Loss (gain) on derecognition of equity method investment

     (11,988,038     3,172,218   

Equity interest in net loss of associated companies

     1,410,372        4,342,135   

Loss on sale of property, plant and equipment

     92,314        114,238   

Net period cost of labor obligations

     7,129,770        5,221,709   

Foreign currency exchange loss, net

     63,230,214        2,263,621   

Interest income

     (3,203,708     (5,654,453

Interest expense

     22,173,862        23,122,066   

Employee profit sharing

     2,727,445        3,135,686   

Gain in valuation of derivative financial instruments, capitalized interest expense and other, net

     (11,648,031     (4,897,901

Loss on partial sale of investment in associated company

     520,059        5,327,283   

Working capital changes:

    

Accounts receivable from subscribers, distributors and other

     (15,040,975     6,466,890   

Prepaid expenses

     (3,509,048     2,092,591   

Related parties

     (68,194     (858,225

Inventories

     1,855,981        3,325,464   

Other assets

     (12,347,992     (6,592,808

Employee benefits

     (1,608,738     (9,481,777

Accounts payable and accrued liabilities

     7,371,993        (12,137,181

Employee profit sharing paid

     (4,055,711     (4,412,466

Financial instruments and other

     (5,660,252     2,688,249   

Deferred revenues

     (1,163,001     (28,500

Interest received

     3,980,066        3,853,342   

Income taxes paid

     (41,102,385     (24,247,756
  

 

 

   

 

 

 

Net cash flows provided by operating activities

     126,895,110        160,865,360   
  

 

 

   

 

 

 

Investing activities

    

Purchase of property, plant and equipment

     (93,972,426     (80,173,779

Proceeds from sale of plant, property and equipment

     22,362        102,103   

Dividends received from associates

     1,643,287        99,953   

Purchase of telecommunications licenses

     (11,762,047     (1,018,190

Purchase of trademarks

     (646,392  

Acquisition of business, net of cash acquired

     (3,660,853     (11,075,229

Proceeds from partial sale of investment in associated company

     633,270        12,066,037   

Investments in associated companies

     (178,015     (3,784,676
  

 

 

   

 

 

 

Net cash flows used in investing activities

     (107,920,814     (83,783,781
  

 

 

   

 

 

 

Financing activities

    

Loans obtained

     160,142,529        45,372,479   

Repayment of loans

     (88,162,847     (22,185,648

Interest paid

     (26,148,498     (25,375,440

Repurchase of shares

     (31,235,620     (24,721,105

Dividends paid

     (28,904,362     (8,232,537

Derivative financial instruments

     (382,977     489,560   

Acquisitions of other non-controlling interests

     (1,025,762     (148,116
  

 

 

   

 

 

 

Net cash flows used by financing activities

     (15,717,537     (34,800,807
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     3,256,759        42,280,772   
  

 

 

   

 

 

 

Adjustment to cash flows due to exchange rate fluctuations

     143,689        (715,871

Cash and cash equivalents at beginning of the period

     66,473,703        48,163,550   
  

 

 

   

 

 

 

Cash and cash equivalents at end of the period

   Ps. 69,874,151      Ps. 89,728,451   
  

 

 

   

 

 

 

Non-cash transactions related to:

  

 
     2015     2014  

Investing activities

    

Purchases of property, plant and equipment in accounts payable at period end

   Ps. 3,818,600      Ps. 5,096,567   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

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AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES

Notes to Unaudited Interim Condensed Consolidated Financial Statements

(In thousands of Mexican pesos and thousands of U.S. dollars, unless otherwise indicated)

 

1. Description of the business

América Móvil, S.A.B. de C.V. and subsidiaries (hereinafter, the “Company”, “América Móvil” or “AMX”) was incorporated under laws of Mexico on September 25, 2000. The Company provides telecommunications services include mobile and fixed voice services, mobile and fixed data services, internet access and paid TV, as well as other related services.

 

    The voice services provided by the Company, both mobile 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 services, corporate networks, data and Internet services.

 

    Paid TV represents basic services, as well as pay per view and additional programming and advertising services.

 

    Related services mainly include equipment and computer sales, and revenues from advertising in telephone directories publishing and call center services.

In order to provide these services, América Móvil has the necessary 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 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 at Lago Zurich # 245, Colonia Ampliación Granada, Miguel Hidalgo, zip code 11529.

The accompanying unaudited interim condensed consolidated financial statements were approved for their issuance by the Company’s Chief Financial Officer on March 4, 2016. Subsequent events have been considered through the same date.

 

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Relevant events

During the nine months ended September 30, 2015, there was currency depreciation mainly in the Mexican peso against the US dollar and the euro, and the Brazilian reals against the US dollar, euro and the Mexican peso. Because a significant portion of the Company debt is denominated in US dollar and euro, as well as the fact that a significant portion of the Company’s operations have the Brazilian reals functional currency, the currency depreciation affected adversely the results of the Company as part of the foreign exchange loss of the period.

Debt issued during 2015 is discussed in Note 7.

 

2. Basis of Preparation of the Unaudited Interim Condensed Consolidated Financial Statements and Changes in Significant Accounting Policies and Practices

a) Basis of preparation

The accompanying unaudited interim condensed consolidated financial statements for the nine and three-months ended September 30, 2015 and 2014 have been prepared in conformity with the International Accounting Standard No. 34, Interim Financial Reporting (“IAS 34”), and using the same accounting policies applied in preparing the annual financial statements, except as explained below.

The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Company’s audited annual consolidated financial statements as of December 31, 2013 and 2014, and for the three year period ended December 31, 2014 as included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2014 (the “2014 Form 20-F”).

The preparation of these unaudited interim condensed consolidated financial statements in accordance with IAS 34 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.

The Mexican peso is the functional and reporting currency of the Company in Mexico.

b) Retrospective adjustments

The following amounts in the unaudited condensed consolidated statements of financial position ended December 31, 2014, comprehensive income and cash flows for the three and nine month period ended September 30, 2014, have been retrospectively adjusted to conform to the presentation for the three and nine month period ended September 30, 2015:

 

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     As previously
reported
     Retrospective
adjustments
     2014, as
adjusted
 

In the Consolidated statements of financial position:

        

Property, plant and equipment, net

   Ps.  595,596,318       Ps.  (7,490,138    Ps. 588,106,180   

Intangibles, net

     109,829,650         7,490,138         117,319,788   
  

 

 

    

 

 

    

 

 

 
   Ps. 705,425,968       Ps. —         Ps.  705,425,968   
  

 

 

    

 

 

    

 

 

 

Taxes payable

     32,554,727         3,279,356         35,834,083   

Deferred income taxes

     17,469,798         (3,279,356      14,190,442   
  

 

 

    

 

 

    

 

 

 
   Ps. 50,024,525       Ps. —         Ps. 50,024,525   
  

 

 

    

 

 

    

 

 

 

 

     As previously
reported
     Retrospective
adjustments
     2014, as
adjusted
 

In the Consolidated Statement of Comprehensive income:

        

Operating costs and expenses

        

Other expenses

   Ps. 6,791,500       Ps.  (3,172,218    Ps.  3,619,282   

Depreciation and amortization

     85,137,880         (2,490,522      82,647,358   
  

 

 

    

 

 

    

 

 

 
     91,929,380         (5,662,740      86,266,640   
  

 

 

    

 

 

    

 

 

 

Interest income

     9,666,717         (4,012,264      5,654,453   

Interest expense

     (29,233,301      6,111,235         (23,122,066

Valuation of derivatives, interest cost from labor obligations and other financial items, net

     (6,951,270      (5,271,189      (12,222,459

Equity interest in net loss of associated companies

     (1,851,613      (2,490,522      (4,342,135
  

 

 

    

 

 

    

 

 

 
   Ps.  120,298,847       Ps. —         Ps.  120,298,847   
  

 

 

    

 

 

    

 

 

 
     For the three-month period ended September 30, 2014  
     As previously
reported
     Retrospective
adjustments
     As
adjusted
 

Operating costs and expenses

        

Other expenses

   Ps.  4,857,277         (3,172,218    Ps. 1,685,059   

Depreciation and amortization

     31,550,974         (1,450,572      30,100,402   
  

 

 

    

 

 

    

 

 

 
     36,408,251         (4,622,790      31785,461   
  

 

 

    

 

 

    

 

 

 

Interest income

     3,857,737         (1,465,544      2,392,193   

Interest expense

     (10,953,496      2,132,430         (8,821,066

Valuation of derivatives, interest cost from labor obligations and other financial items, net

     5,765,711         (3,839,104      1,926,607   

Equity interest in net loss of associated companies

     (2,033,330      (1,450,572      (3,483,902
  

 

 

    

 

 

    

 

 

 
   Ps. 39,771,629       Ps. —         Ps.  39,771,629   
  

 

 

    

 

 

    

 

 

 

 

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     2014,
As previously
reported
     Retrospective
adjustments
     2014, as
adjusted
 

In the Consolidated Statements of Cash flows:

        

Operating activities

        

Depreciation

   Ps.  76,797,535       Ps.  (2,490,522    Ps.  74,307,013   

Equity interest in net income of associates

     1,851,613         2,490,522         4,342,135   

Interest income

     (9,666,717      4,012,264         (5,654,453

Interest expense

     29,233,301         (6,111,235      23,122,066   

Loss (gain) in valuation of derivative financial instruments, capitalized interest expense and other, net

     (6,996,872      2,098,971         (4,897,901
  

 

 

    

 

 

    

 

 

 
   Ps. 91,218,860       Ps. —         Ps. 91,218,860   
  

 

 

    

 

 

    

 

 

 

Retrospective adjustments to the December 31, 2014 consolidated balance sheet reflect the reclassification of certain licenses and computer software that were included as part of property, plant and equipment that are more appropriately presented as intangible assets and a transfer from deferred income taxes to taxes payable that also are more appropriately presented as taxes payable.

Retrospective adjustments to the 2014 statement of operations and cash flows reflect the reclassification to conform the presentation of interest expense and interest income as well as the allocation of effects for recognizing the consolidation of Telekom Austria.

c) New standards, interpretations and amendments thereof

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2014, except for the adoption of new standards and interpretations effective as of January 1, 2015.

The nature and the effect of these changes are disclosed below. Although these new standards and amendments apply for the first time in 2015, they do not have a material impact on the annual consolidated financial statements of the Company or the interim condensed consolidated financial statements of the Company.

The nature and the impact of each new standard or amendment are described below:

Amendments to IAS 19 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 the service cost in the period in which the service is rendered, instead of allocating the contributions to the periods of service. This amendment was effective for annual periods beginning on or after July 1, 2014. This amendment is not relevant to the Company due to the structure of its benefit plans.

 

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Annual Improvements 2010-2012 Cycle

These improvements are effective from July 1, 2014 and the Company has applied these amendments for the first time in these interim condensed consolidated financial statements. They include:

IFRS 2 Share-based Payment

This improvement is applied prospectively and clarifies various issues relating to the definitions of performance and service conditions which are vesting conditions, including:

 

    A performance condition must contain a service condition.

 

    A performance target must be met while the counterparty is rendering service.

 

    A performance target may relate to the operations or activities of an entity, or to those of another entity in the same group.

 

    A performance condition may be a market or non-market condition.

 

    If the counterparty, regardless of the reason, ceases to provide service during the vesting period, the service condition is not satisfied.

This improvement was not relevant to the Company due to it does not have share-base payments.

IFRS 3 Business Combinations

The amendment is applied prospectively and clarifies that all contingent consideration arrangements classified as liabilities (or assets) arising from a business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, as applicable). This improvement was not relevant to the Company as its business combinations contracts do not contain contingent consideration.

IFRS 8 Operating Segments

The amendments 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 Company adopted this amendment in its financial statements as of December 31, 2014. The Company does not present a reconciliation of segment assets to total assets as they are the same as shown on the face of the balance sheet.

IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets

The amendment is applied retrospectively and clarifies in IAS 16 and IAS 38 that the asset may be revalued by reference to observable data by either adjusting the gross carrying amount of the asset to market value or by determining the market value of the carrying value and adjusting the gross carrying amount proportionately so that the resulting carrying amount equals the market value. In addition, the accumulated depreciation or amortization is the difference between the gross and carrying amounts of the asset. This improvement was not relevant to the Company as it did not record any revaluation adjustments during the current interim period.

 

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IAS 24 Related Party Disclosures

The amendment is applied retrospectively and clarifies that a management entity (an entity that provides key management personnel services) is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services. This amendment is not relevant for the Company as it does not receive any management services from other entities.

Annual Improvements IFRS 2011 – 2013 cycle

These improvements are effective from July 1, 2014 and the Company has applied these amendments for the first time in these interim condensed consolidated financial statements. They include:

IFRS 3 Business Combinations

The amendment is applied prospectively and clarifies for the scope exceptions within IFRS 3 that joint arrangements, not just joint ventures, are outside the scope of IFRS 3. This scope exception applies only to the accounting in the financial statements of the joint arrangement itself. Since America Movil, S.A.B. de C.V. is not a joint arrangement, this amendment is not relevant to the Company or its subsidiaries.

IFRS 13 Fair Value Measurement

The amendment is applied prospectively and clarifies that the portfolio exception in IFRS 13 can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of IFRS 9 (or IAS 39, as applicable). The Company does not apply the portfolio exception in IFRS 13.

IAS 40 Investment Property

The description of ancillary services in IAS 40 differentiates between investment property and owner-occupied property (i.e., property, plant and equipment). The amendment is applied prospectively and clarifies that IFRS 3, and not the description of ancillary services in IAS 40, is used to determine if the transaction is the purchase of an asset or a business combination. In previous periods, the Company has relied on IFRS 3, not IAS 40, in determining whether an acquisition is of an asset or is a business acquisition. Thus, this amendment does not impact the accounting policy of the Company.

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 as describe below. The Company is in process of analyzing its impact in its financial statement and the relative notes.

 

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IFRS 9 Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. Retrospective application is required, but comparative information is not compulsory. Early application of previous versions of IFRS 9 (2009, 2010 and 2013) is permitted if the date of initial application is before February 1, 2015. The adoption of IFRS 9 will have an effect on the classification and measurement of the Company’s financial assets, but no impact on the classification and measurement of the Company’s financial liabilities, which is still in process of being determined.

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, 2018 with early adoption permitted. The Company is currently assessing the impact 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 a joint operation, in which the 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, scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party. The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 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 Acceptable Methods of Depreciation and Amortization

The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used 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, 2016, with early adoption permitted. These amendments are not expected to have any impact to the Company given that the Company has not used a revenue-based method to depreciate its non-current assets.

 

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Amendments to IAS 27: Equity Method in Separate Financial Statements

The amendments will 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 the date of transition to IFRS. The amendments are effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. The Company has yet to quantify the impact these amendments will have on its financial statements.

Amendments to IFRS 10 and IAS 28:

The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors’ interests in the associate or joint venture. These amendments must be applied prospectively and are effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. These amendments are not expected to have any impact on the Company.

Annual Improvements IFRS 2012-2014 Cycle

These improvements are effective for annual periods beginning on or after January 1, 2016. They include:

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations

Assets (or disposal groups) are generally disposed of either through sale or distribution to owners. The amendment clarifies that changing from one of these disposal methods to the other would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS 5. This amendment must be applied prospectively.

IFRS 7 Financial Instruments: Disclosures

(i) Servicing contracts

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for continuing involvement in IFRS 7 in order to assess whether the disclosures are required. The assessment of which servicing contracts constitute continuing involvement must be done retrospectively. However, the required disclosures would not need to be provided for any period beginning before the annual period in which the entity first applies the amendments.

(ii) Applicability of the amendments to IFRS 7 to condensed interim financial statements

The amendment clarifies that the offsetting disclosure requirements do not apply to condensed interim financial statements, unless such disclosures provide a significant update to the information reported in the most recent annual report. This amendment must be applied retrospectively.

IAS 19 Employee Benefits

The amendment clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used. This amendment must be applied prospectively.

 

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IAS 34 Interim Financial Reporting

The amendment clarifies that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the interim financial report (e.g., in the management commentary or risk report). The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. This amendment must be applied retrospectively. These amendments are not expected to have any impact on the Company’s consolidated financial statements.

Amendments to IAS 1 Disclosure Initiative

The amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1 requirements. The amendments clarify:

 

    The materiality requirements in IAS 1

 

    That specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated

 

    That entities have flexibility as to the order in which they present the notes to financial statements

 

    That the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss

Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement(s) of profit or loss and OCI. These amendments are effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. These amendments are not expected to have any impact on the Company’s consolidated financial statements.

Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception

The amendments address issues that have arisen in applying the investment entities exception under IFRS 10. The amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an investment entity itself and that provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. The amendments to IAS 28 allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. These amendments must be applied retrospectively and are effective for annual periods beginning on or after January 1, 2016.

IFRS 16 Leases

IFRS 16 Leases was issued in January 2016 and requires to the entities to recognize most leases on their balance sheets. Lessees will have a single accounting model for all leases, with certain exceptions. Lessor accounting is substantially unchanged. IFRS 16 does not require a company to recognize assets and liabilities for (a) short-term leases (i.e. leases of 12 months or less), and (b) leases of low-value assets. The new standard will be effective from January 1, 2019, with limited early application permitted if IFRS 15 is also applied at the same time. The Company has yet to quantify the impact these amendments will have on its consolidated financial statements.

 

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3. Related Parties

a) The following is an analysis of the balances with related parties at September 30, 2015 and December 31, 2014. All of the companies are considered as associates or affiliates of América Móvil since the Company or the Company’s principal shareholders are also direct or indirect shareholders in the related parties.

 

     September 30,
2015
     December 31, 2014  

Accounts receivable:

     

Sanborns Hermanos, S.A.

   Ps. 41,668       Ps. 254,423   

Sears Roebuck de México, S.A. de C.V.

     116,023         220,501   

Patrimonial Inbursa, S.A.

     154,439         182,753   

Other

     482,977         662,430   
  

 

 

    

 

 

 

Total

   Ps. 795,107       Ps.  1,320,107   
  

 

 

    

 

 

 

Accounts payable:

     

Fianzas Guardiana Inbursa, S.A. de C.V.

   Ps. 491,311       Ps. 452,333   

Operadora Cicsa, S.A. de C.V.

     299,350         667,358   

Procisa do Brasil Projetos, Construções e Instalações, LTDA

     235,540         599,625   

PC Industrial, S.A. de C.V.

     61,013         180,560   

Microm, S.A. de C.V.

     10,130         29,710   

Grupo Financiero Inbursa, S.A.B. de C.V.

     38,667         35,678   

Acer Computec México, S.A. de C.V.

     9,469         29,612   

Sinergia Soluciones Integrales de Energia, S.A. de C.V.

     71,070         61,098   

Eidon Software, S.A. de C.V.

     —           69,911   

Other

     797,902         961,407   
  

 

 

    

 

 

 

Total

   Ps.  2,014,452       Ps. 3,087,292   
  

 

 

    

 

 

 

b) For the nine-month periods ended September 30, 2015 and 2014, the Company conducted the following transactions with related parties:

 

     2015      2014  

Revenues:

     

Sale of long-distance services and other telecommunications services

   Ps.  200,261       Ps.  227,151   

Sale of materials and other services

     427,657         349,986   

Call termination revenues and other

     29,080         200,610   
  

 

 

    

 

 

 
   Ps. 656,998       Ps. 777,747   
  

 

 

    

 

 

 

 

     2015      2014  

Investments and expenses:

     

Construction services, purchases of materials, inventories and property, plant and equipment

   Ps.  4,187,321       Ps. 3,588,426   

Insurance premiums, fees paid for administrative and operating services, brokerage services and others

     1,438,652         1,421,412   

Interconnection cost and others (1)(2)

     748,973         6,860,755   
  

 

 

    

 

 

 
   Ps. 6,374,946       Ps.  11,870,593   
  

 

 

    

 

 

 

 

(1) On June 27, 2014, Inmobiliaria Carso, S.A. de C.V. and Control Empresarial de Capitales, S.A. de C.V. acquired AT&T’s ownership interest in the Company. Therefore, since such date, AT&T is no longer considered a related party and is thus it is included as a related party in the 2014 disclosures above through June 27, 2014.

 

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(2) In 2014, this amount includes the cost of buying airtime, long-distance services and megabytes navigation for value added services of Ps.6,008,380 from AT&T subsidiaries.

c) For the three-month periods ended September 30, 2015 and 2014, the Company conducted the following transactions with related parties:

 

     2015      2014  

Revenues:

     

Sale of long-distance services and other telecommunications services

   Ps. 69,202       Ps. 74,853   

Sale of materials and other services

     145,923         117,753   

Call termination revenues and other

     805         4,048   
  

 

 

    

 

 

 
   Ps. 215,930       Ps. 196,654   
  

 

 

    

 

 

 
     2015      2014  

Investments and expenses:

     

Construction services, purchases of materials, inventories and property, plant and equipment

   Ps. 1,434,030       Ps. 1,472,414   

Insurance premiums, fees paid for administrative and operating services, brokerage services and others

     487,094         559,243   

Interconnection cost and others

     109,389         565,612   
  

 

 

    

 

 

 
   Ps.   2,030,513       Ps.   2,597,269   
  

 

 

    

 

 

 

 

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4. Property, plant and equipment

During the nine-month periods ended September 30, 2015 and 2014, the Company made cash payments as an investment in plant and equipment in order to increase and update its transmission network and other mobile and fixed assets for an amount of approximately Ps.93,972,426 and Ps.80,173,779, respectively.

 

5. Investments in Associates

The balance of the Company’s investments in associates as of December 31, 2014 primarily represented the Company’s European investment Koninklijke KPN N.V. (KPN). During the nine months ended September 30, 2015, the carrying value of the Company’s investments in associates decreased by Ps.45,466,805 due to the fact that the Company’s Board of Directors approved a decision to divest its KPN ownership interests. The Company evaluated several mechanisms for the disposal, including but not limited to potential: (i) accelerated market sales, (ii) direct sale options in the market, and (iii) open offers to operators. During this process, AMX received various offers and, eventually, initiated a scheme of issuing two bonds exchangeable (at the Company’s option) with KPN shares in amounts of EUR 3,000,000 and EUR 750,000, which approximates 19.55% of the outstanding shares of KPN (See Note 7).

During the nine months ended September 30, 2015, the Company also reached a conclusion that it no longer exercised significant influence over KPN and thus discontinued the use of equity method accounting. This conclusion was due to both past and current events, including the Company’s publicly announced intentions to dispose of its investment, the issuance of the exchangeable bonds, decreased representation on KPN’s Board of Supervisors, and an evaluation of the future prospects to exercise significant influence over KPN’s operations. The Company derecognized its equity method investment (Ps.39,472,282), and thereafter recorded its financial interest in KPN at its Level 1 fair market value with prospective changes in fair market value being recorded through other comprehensive income. The Company has also de-recognized amounts previously recorded in accumulated other comprehensive income. These events resulted in a gain of Ps.11,988,038 being recorded in the financial statement line item “Valuation of derivatives interest cost from labor obligations an others financial items”. As of September 30, 2015, the fair value of the net investment in shares of KPN is Ps.42,920,106, which is included in other investments in the accompanying consolidated statement of financial position. Because the underlying KPN shares are available for sale on an internationally recognized exchange, and may be readily sold to other parties if the Company so decides, the Company intends to sell the KPN shares within the next twelve months, and has thus classified them as a current asset.

Acquisitions in 2015

In September 2015,Telekom Austria acquired 100% of Bultel Cable Bulgaria EAD, the holding company of the cable operator Blizoo Media and Broadband EAD (“Blizoo Bulgaria”), which is the second largest fixed-line operator in Bulgaria. The company currently has approximately 373,000 subscribers, which obtain fixed voice, broadband and TV products via DOCSIS 3 technology. The amount paid amounted to Ps.2,986,716. The acquired companies will be fully consolidated beginning October 2015.

During 2015, the Company acquired an equity interest in other entities for an amount of Ps.852,152.

 

a) Pro forma financial data

Telekom Austria was consolidated beginning July 1, 2014 after acquiring control of it. As of December 31, 2014 and September 30, 2015, the Company owns 59.7% of its outstanding shares. The following pro forma consolidated financial data for the period ended September 30, 2014 is based on the Company’s available historical financial statements adjusted to give effect to (i) the acquisition of Telekom Austria; (ii) certain accounting adjustments of the assets and liabilities of the acquired company and (iii) certain assumptions that the management believes are reasonable.

The pro forma results of operations assume that the acquisition was completed at January 1, 2014. The pro forma financial data is not intended to indicate what the operations of the Company would have been if the operations were occur at that date, or predict the results of the operations of the Company.

 

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     Unaudited pro forma
consolidated financial
data for the nine month
period ended September  30,
2014
 

Operating revenues

   Ps. 654,527,629   

Income before income taxes

     80,121,307   

Net income

     43,298,564   

 

6. Income Tax

An analysis of income tax (benefit) expense charged to results of operations for the nine-month periods ended September 30, 2015 and 2014 is as follows:

 

     2015      2014  

Current period income tax

   Ps.   33,189,640       Ps.   39,767,701   

Deferred income tax

     (20,303,099      (2,474,038
  

 

 

    

 

 

 

Total

   Ps. 12,886,541       Ps. 37,293,663   
  

 

 

    

 

 

 

In Other Comprehensive Income (loss):

 

     2015      2014  

Deferred tax related to items recognized in OCI during the period

  

Effect of fair value of derivatives

   Ps. (12,255    Ps. (6,260

Remeasurement of defined benefit plan

     (158,066      (280,309
  

 

 

    

 

 

 

Deferred tax charged to OCI

   Ps.    (170,321    Ps.    (274,049
  

 

 

    

 

 

 

 

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An analysis of income tax expense the consolidated statements of comprehensive income for the three-month periods ended September 30, 2015 and 2014 is as follows:

 

     2015      2014  

Current period income tax

   Ps. 3,581,312       Ps. 14,730,489   

Deferred income tax

     (8,496,386      (629,285
  

 

 

    

 

 

 

Total

   Ps.  (4,915,074 )     Ps. 14,101,204   
  

 

 

    

 

 

 

Other Comprehensive Income (Loss):

 

     2015      2014  

Deferred tax related to items recognized in OCI during the year

     

Effect of fair value of derivatives

   Ps. (4,396    Ps. 8,154   

Remeasurement of defined benefit plan

     (145,945      (280,309
  

 

 

    

 

 

 

Deferred tax charged to OCI

   Ps.  (150,341    Ps. (272,155
  

 

 

    

 

 

 

The Company’s effective tax rate was 38.2% and 45.8% for the nine months ended September 30, 2015 and 2014, respectively. The Company’s effective tax rate was 33.4% and 55.7% for the three months ended September 30, 2015 and 2014, respectively.

Significant differences between the effective tax rate and the statutory tax rate for the nine-month period ended September 30, 2015 and 2014 were taxable inflationary effects in 2015 and the impact in 2015 related to derecognition of investment in KPN.

For the three-month periods ended September 30, 2015 and 2014 the effective tax rate is affected by the pre-tax loss in 2015 compared to the pre-tax profit in 2014 along with equity interest in net loss of associated companies recorded in 2015 (net profit recorded in 2014). Net operating loss (“NOL”) carry-forwards existing at December 31, 2014 are disclosed in the Company’s annual consolidated financial statements included in the 2014 Form 20-F. For the nine months ended September 30, 2015, the NOL carryforwards increased primarily as a result of foreign currency exchange losses recorded in Brazil. As of September 30, 2015, the Company believes that it is more likely than not that the accumulated balances of its net deferred tax assets are recoverable, based on the positive evidence of the Company to generate taxable temporary differences related to the same taxation authority which will result in taxable amounts against which the available tax losses can be utilized before they expire. Positive evidence includes the Company’s recent merge of its operations in Brazil, resulting in an organizational structure that is more efficient and profitable.

 

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7. Debt

The Company’s short- and long-term debt consists of the following:

 

          At September 30, 2015  

Currency

  

Loan

   Interest rate    Maturity
from October
2015 to
   Total  

U.S. dollars

           
   Fixed-rate Senior notes (i)    2.375% - 6.375%    2042    Ps.   202,724,669   
   Floating rates Senior notes (i)    L + 1.0%    2016      12,755,475   
   Lines of credit (iii)    3.5% - 8.0% & L + 0.22% - 2.10%    2024      34,403,299   
           

 

 

 
   Subtotal U.S. dollars            249,883,443   
           

 

 

 

Mexican pesos

           
   Fixed-rate Senior notes (i) (ii)    4.75% - 9.00%    2037      95,970,487   
   Floating rate Senior notes (i) (ii)    TIIE + 0.5% & 1.25%    2020      6,500,000   
   Lines of credit (iii)    TIIE + 0.05% - 1.00%    2016      17,783,349   
           

 

 

 
   Subtotal Mexican pesos            120,253,836   
           

 

 

 

Euros

           
   Fixed-rate Senior notes (i)    1.0% - 6.375%    2073      242,962,088   
   Lines of credit (iii)    3.10% - 5.41%    2019      11,354,211   
           

 

 

 
   Subtotal Euros            254,316,299   
           

 

 

 

Pounds sterling

           
   Fixed-rate Senior notes (i)    4.375% - 6.375%    2073      70,753,769   
           

 

 

 
   Subtotal Sterling pounds            70,753,769   
           

 

 

 

Swiss francs

           
   Fixed-rate Senior notes (i)    1.125% - 2.00%    2018      14,328,559   
           

 

 

 
   Subtotal Swiss francs            14,328,559   
           

 

 

 

Brazilian reais

           
   Lines of credit (iii)    3.00% - 9.50%    2020      2,842,724   
           

 

 

 
   Subtotal Brazilian reais            2,842,724   
           

 

 

 

Colombian pesos

           
   Fixed-rate Senior notes (i)    7.59%    2016      2,451,452   
           

 

 

 
   Subtotal Colombian pesos            2,451,452   
           

 

 

 

Other currencies

           
   Fixed-rate Senior notes (i)    1.53% - 3.96%    2039      5,652,635   
   Financial Leases    5.05% - 8.97%    2027      271,500   
           

 

 

 
   Subtotal other currencies            5,924,135   
           

 

 

 
   Total debt            720,754,217   
           

 

 

 
  

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

           132,884,388   
           

 

 

 
   Long-term debt          Ps. 587,869,829   
           

 

 

 

 

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          At December 31, 2014  

Currency

  

Loan

   Interest rate    Maturity from
January 2015
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    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 notes (i) (ii)    6.00% - 9.00%    2037      78,200,265   
   Floating rate Senior notes (i) (ii)    TIIE + 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 (i)    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   
           

 

 

 

Pounds sterling

     
   Fixed-rate Senior notes (i)    4.375% - 6.375%    2073      63,047,129   
           

 

 

 
   Subtotal Sterling pounds         63,047,129   
           

 

 

 

Swiss francs

     
   Fixed-rate Senior notes (i)    1.125% - 2.25%    2018      15,542,492   
           

 

 

 
   Subtotal Swiss francs         15,542,492   
           

 

 

 

Brazilian reais

     
   Lines of credit (iii)    3.0% - 6.00%    2019      4,435,774   
           

 

 

 
   Subtotal Brazilian reais         4,435,774   
           

 

 

 

Colombian pesos

     
   Fixed-rate Senior notes (i)    7.59%    2016      2,768,322   
           

 

 

 
   Subtotal Colombian pesos         2,768,322   
           

 

 

 

Other currencies

     
   Fixed-rate Senior notes (i)    1.23% - 3.96%    2039      7,582,720   
   Financial Leases    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   
           

 

 

 

L = LIBOR o London Interbank Offer Rate

TIIE = Tasa de Equilibrio Interbancario

Euribor = Euro Interbank Offered Rate

 

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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 September 30, 2015 and December 31, 2014, was approximately 4.3% and 4.7%, respectively.

Such rates do not include commissions or the reimbursements for Mexican tax withholdings (typically a tax rate of 4.5%) 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 September 30, 2015 and December 31, 2014, is as follows:

 

     2015     2014  

Domestic Senior Notes (Certificados Bursátiles)

     Ps.  4,600,000   

International Senior Notes

   Ps.  72,706,204        35,315,148   

Lines of credit

     55,988,459        14,814,203   

Financial Leases

       106,862   
  

 

 

   

 

 

 

Subtotal short-term debt

   Ps.  128,694,663      Ps.  54,836,213   
  

 

 

   

 

 

 

Weighted average interest rate

     3.7     4.0
  

 

 

   

 

 

 

An analysis of the Company’s long-term debt is as follows:

 

Years

   Amount  

2016

   Ps.  4,387,406   

2017

     48,319,060   

2018

     29,637,875   

2019

     50,149,213   

2020

     47,654,988   

2021 and thereafter

     407,721,287   
  

 

 

 

Total

   Ps.  587,869,829   
  

 

 

 

(i) Senior Notes

The outstanding Senior Notes at September 30, 2015 and December 31, 2014 are as follows:

 

Currency*

   2015      2014  

U.S. dollars

   Ps.  215,480,144       Ps.  221,165,163   

Mexican pesos

     102,470,487         84,800,265   

Euros

     242,962,088         177,127,119   

Pounds sterling

     70,753,769         63,047,129   

Swiss francs

     14,328,559         15,542,492   

Japanese yen

     2,567,836         2,224,042   

Chinese yuan

        2,371,767   

Colombian pesos

     2,451,451         2,768,321   

Chilean pesos

     3,084,799         2,986,911   

 

* Thousands of Mexican pesos

In May 2015, the Company placed bonds for an amount of EUR 3,000,000 which may be settled in cash at the Company’s option or exchangeable into ordinary shares of KPN. The bonds have a maturity of five years and pay no interest. An exchange premium agreed for the issue was set at 45 % of the closing price, which was at a value of EUR 3.38 per share, resulting in an exchange price of EUR 4.90 per share for which the Company recorded long-term embedded derivatives for an amount of Ps.2,710,740. At September 30, 2015 the closing price of the stock was EUR 3.34.

 

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The Company has classified the EUR 3,000,000 bond as a long-term obligation in its accompanying September 30, 2015 interim condensed consolidated financial statements given that the underlying exchange option is currently out of the money, and the Company believes that it will likely remain out of the money for at least the next twelve months thereby making the option non-substantive in so far as the Company’s evaluation of whether the bond should be classified as a short-term liability as of September 30, 2015 pursuant to IAS 1.69. Under the terms of the exchangeable bond agreement, none of the exchange property (specifically, the KPN shares) has been or will be charged or otherwise placed in custody or set aside to secure or satisfy the Company’s obligations, and as explained above the Company has a cash settlement option for the bond. At any time the Company may or may not be the owner of the whole or any part of this property and may sell or otherwise dispose of the same or take any action or exercise any rights or options in respect of the same at any time.

In September 2015, the Company completed the placement of EUR 750,000 principal amount of mandatory exchangeable bonds which may be settled in cash at the Company’s option or exchangeable into ordinary shares of KPN. The Bonds will have a maturity of 3 years and will pay a coupon of 5.5% per year payable quarterly in arrears, as well as an additional interest corresponding to 85 per cent of the gross amount of cash dividends and distributions received in relation to the underlying KPN ordinary shares. The reference price of the KPN share for its exchange was set at EUR 3.33 and the maximum exchange price would be EUR 4.25 (Reference Price plus 27.5%). As a result of the Company’s mandatory exchangeable bond maturing September 2018, the Company placed 224,726 million of ordinary shares of KPN in an irrevocable trust in favor of the bond trustee and the bond holders. The aforementioned conditions allowed the Company to derecognize a portion of its investment in shares in KPN corresponding to the 224,726 million of ordinary shares of KPN of its interim condensed consolidated financial position as of September 30, 2015.

In August 2015, the subsidiary Operadora de Sites Mexicanos S.A. de C.V. (See Note 13), issued Domestic Senior Notes amounting to Ps.18,684,000 in three tranches: i) Ps.4,500,000 maturing in 5 years with a floating interest rate of TIIE28 + 50bp; ii) Ps.7,210,000 maturing in 10 years with an annual fixed interest rate of 7.97%; and iii) 1,324 million of Units of Investment (UDIS) (equivalent to approximately Ps 6,974 million) maturing in 15 years with an interest rate of 4.75% above Mexican inflation rate.

Since November 2012, the Global Notes Program of Mexican pesos were launched with a maximum amount of Ps.10,000,000 placement for a period of 5 years with the intention to increase the proportion of Mexican pesos in the balance of liabilities of America Movil. This program has the advantage of registering with the SEC notes both in the US and with the National Banking and Securities Commission (“CNBV”) in Mexico, allowing seamless operation for domestic and international investors of such Notes. In the first quarter of 2015 the Company placed Global Notes Program of Mexican pesos with a bond maturing in 2024 and a coupon of 7.125%.

(ii) Domestic Senior Notes

At September 30, 2015 and December 31, 2014, debt under Domestic Senior Notes aggregate to Ps.41,598,787 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 interbank rate).

(iii) Lines of credit

At September 30, 2015 and December 31, 2014, debt under Lines of Credit aggregates to Ps.66,383,582 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 unwilling. 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 undrawn revolving syndicated facility in Euros for 1,000,000 at a variable rate based on EURIBOR.

 

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Restrictions:

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 September 30, 2015, 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.

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 Radiomovil Dipsa, S.A. de C.V. (“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 (defined as Operating Income plus 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 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.

 

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8. Equity

a) Pursuant to the Company’s bylaws, the capital stock of the Company consists of a minimum fixed portion of Ps.397,873 (nominal amount), represented by a total of 95,489,724,196 shares (including treasury shares available for placement in accordance with the provisions of the Ley del Mercado de Valores), of which (i) 23,424,632,660 are “AA” shares (full voting rights); (ii) 776,818,130 are “A” shares (full voting rights); and (iii) 71,288,273,406 are “L” shares (limited voting rights), all of them fully subscribed and paid.

b) As of September 30, 2015, the Company’s capital stock was represented by 66,210,200,000 shares (23,384,632,660 “AA” shares, 628,159,277 “A” shares and 42,197,408,063 “L” shares), and 68,150,000,000 (23,384,632,660 “AA” shares, 648,994,284 “A” shares and 44,116,373,056 “L” shares), respectively.

c) As of September 30, 2015 and December 31, 2014, the Company’s treasury held for placement in accordance with the provisions of the Ley del Mercado de Valores and the Disposiciones de carácter general aplicables a las emisoras de valores y a otros participantes en el Mercado de valores issued by the Comisión Nacional Bancaria y de Valores, a total amount of (i) 29,279,524,196 shares (29,275,809,139 “L” shares and 3,715,057 “A” shares); and (ii) 27,339,724,196 shares (27,338,625,508 “L” shares and 1,098,688 “A” shares), respectively.

d) The holders of “AA” and “A” shares are entitled to full voting rights. The holders of “L” shares may only vote in limited 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 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 where they may be registered. 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 “AA” shares by non-Mexican investors.

e) Pursuant to the Company’s bylaws, “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 “AA” and “A” shares) representing said capital stock.

“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. “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 “AA” and “A” shares), may represent no more than 51% of the Company’s capital stock.

Lastly, “L” shares which have limited voting rights and may be freely subscribed, and “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 the Company’s shares outstanding.

Dividends

f) On April 30, 2015, the Company’s shareholders approved, among others resolution, the (i) payment of a cash dividend of Ps.0.26 per share to each of the shares of its capital stock “AA”, “A” and “L”, payable in two equal installments each of Ps.0.13; (ii) payment of an extraordinary cash dividend of Ps.0.30 to each of the shares of its capital stock “AA”, “A” and “L”, payable in a single installment; and (iii) increase the amount of funds available for the Company’s buyback program by Ps.35 billion.

g) On April 28, 2014, the Company’s shareholders approved, among others resolution, the (i) payment of a cash dividend of Ps.0.24 per share to each of the shares of its capital stock “AA”, “A” and “L”, payable in two equal installments each of Ps.0.12; and (ii) increase the amount of funds available for the Company’s buyback program by Ps.30 billion.

 

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9. Components of other comprehensive loss

An analysis of the components of the other comprehensive loss for the nine-month periods ended September 30, 2015 and 2014 is as follows:

 

     2015      2014  

Valuation of the derivative financial instruments, net of deferred tax

   Ps.  28,227       Ps.  (328,035

Translation effect of foreign subsidiaries

     (32,254,949      (13,071,508

Remeasurement of defined benefit plans, net of income tax effect

     (150,039      (699,009

Non-controlling interest of the items above

     423,110         231,778   
  

 

 

    

 

 

 

Other comprehensive loss

   Ps.  (31,953,651    Ps.  (13,866,774
  

 

 

    

 

 

 

 

10. Financial Assets and Liabilities

Set out below is the categorization of the financial instruments, other than cash and cash equivalents, held by the Company as of September 30, 2015 and December 31, 2014:

 

     September 30, 2015  
     Loans and
receivables
     Fair value
through
profit or loss
     Fair value
through OCI
 

Financial Assets:

        

Accounts receivable from subscribers, distributors, and other, net

   Ps.  125,316,574       Ps. —         Ps. —     

Related parties

     795,107         —           —     

Derivative financial instruments

     —           37,978,463         —     

Other investments

     12,129,006            42,920,106   
  

 

 

    

 

 

    

 

 

 

Total

   Ps. 138,240,687       Ps.  37,978,463       Ps.  42,920,106   
  

 

 

    

 

 

    

 

 

 

Financial Liabilities:

        

Debt

   Ps. 720,754,217       Ps. —         Ps. —     

Accounts payable

     180,329,751         —           —     

Related parties

     2,014,452         —           —     

Derivative financial instruments

     —           9,297,514         114,330   
  

 

 

    

 

 

    

 

 

 

Total

   Ps. 903,098,420       Ps. 9,297,514       Ps. 114,330   
  

 

 

    

 

 

    

 

 

 

 

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     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) and financial liabilities shown in the consolidated statement of financial position at September 30, 2015 and December 31, 2014 is as follows:

 

     Measurement of fair value at September 30, 2015  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Derivative financial instruments

     —         Ps.  37,978,463       Ps. —         Ps.  37,978,463   

Other investments

   Ps.  44,460,788         —           10,588,324         55,049,112   

Pension plan assets

     222,761,080         —           —           222,761,080   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps.  267,221,868       Ps. 37,978,463       Ps.  10,588,324       Ps.  315,788,655   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Debt

   Ps. 422,858,553       Ps. 348,017,223       Ps. —         Ps. 770,875,776   

Derivative financial instruments

     —           9,411,844         —           9,411,844   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps. 422,858,553       Ps.  357,429,067       Ps. —         Ps. 780,287,620   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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     Measurement of fair value at December 31, 2014  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Derivative 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   

Derivative financial instruments

     —           8,527,812         —           8,527,812   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps.  411,497,065       Ps.  237,556,401       Ps.  —         Ps.  649,053,466   
  

 

 

    

 

 

    

 

 

    

 

 

 

The carrying amount of accounts receivable, accounts payable and related parties approximate their fair value.

Fair values of derivative 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 the Company’s credit quality.

For the nine-month period ended September 30, 2015 and the year ended December 31, 2014, no transfers were made between Level 1 and Level 2 fair value measurement hierarchies.

 

11. Commitments and Contingencies

I. MEXICO

a. América Móvil

Tax Assessment

In December 2014, the Mexican Tax Administration Service (Servicio de Administración Tributaria or “SAT”), notified the Company of an assessment of Ps.529,700 related to the Company’s tax return for the fiscal year ended December 31, 2005, and reduced the Company’s consolidated tax loss from Ps.8,556,000 to zero. The Company has challenged this assessment in federal tax courts and a decision is pending. AMX has not established a provision in the accompanying financial statements for a loss arising from this contingency, which it does not consider probable.

Preponderant Economic Agent Determination

In March 2014, the Company, Telcel, and Teléfonos de México, S.A.B. de C.V. (“Telmex”) each filed challenges (juicios de amparo) against the declaration by the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones or “IFT”) that, together with certain affiliates, they constitute an economic interest group that is a “preponderant economic agent” (agente económico preponderante) in the telecommunications market in Mexico and imposing certain specific asymmetrical regulations. A final resolution to these challenges is pending, during which time the enforceability of the IFT’s declaration of preponderance will not be suspended.

b. Telcel

Substantial Market Power Investigations

In 2007, the Federal Antitrust Commission (Comisión Federal de Competencia, or “Cofeco”) initiated two substantial market power investigations against Telcel and determined that Telcel had substantial market power in the mobile termination services market and in the nationwide wireless voice and data services market. Telcel filed challenges against both decisions and a final resolution of these challenges is pending. If upheld, these decisions, would allow the IFT, who is now conducting these investigations, to impose additional requirements as to rates, quality of service and information, among other matters.

Monopolistic Practices Investigations

 

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In June 2015, the IFT issued a resolution declaring that Telcel had complied with all of the undertakings that had been proposed by IFT’s predecessor, Cofeco, in connection with its investigations into Telcel’s alleged “relative monopolistic practices” and the revocation of a related fine in May 2012. Six mobile operators challenged the revocation of the fine and the related closing of the investigations. All of those proceedings were resolved on terms favorable to Telcel between 2013 and 2015.

One of the operators also filed a civil proceeding claiming alleged damages arising from the revocation of the fine and the performance of the undertakings proposed by Telcel. This proceeding is still pending.

On a related investigation of Telcel’s alleged “relative monopolistic practices”, the IFT issued a Probable Cause Finding (Oficio de Probable Responsabilidad) in September 2015, which Telcel has challenged. If this investigation is resolved against Telcel, the IFT could impose a material fine on Telcel.

Mobile Termination Rates

The mobile termination rates between Telcel and other mobile operators have been the subject of various legal proceedings, including the following:

 

    In March 2015, the Company’s 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 settle all disputes regarding wireless termination rates and other related interconnection matters. The Company made a net payment of Ps.950,000 to Axtel as part of the settlement.

 

    In connection with certain proceedings (desacuerdos de interconexión) that several mobile operators filed with Cofetel requesting that it set mobile termination rates and other interconnection conditions for the years 2011 through 2016, the IFT determined the applicable rates for 2012 through 2016, while those for 2011 had been previously determined by Cofetel. These determinations have been challenged by several mobile operators, including Telcel and are pending final resolution. However, because under the new regulatory framework, the IFT’s determinations are not suspended pending legal resolution, Telcel has applied the rates determined by IFT.

 

    Telcel has challenged all resolutions under the new regulatory framework imposing asymmetric interconnection rates. These challenges are pending final resolution.

In addition, the Company expects that 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 or the financial effects of any resolution. As of September 30, 2015, the Company had established provisions in the accompanying financial statements for the losses AMX considered probable and estimable for approximately Ps.1,100,000.

Tax Assessment for Short Message Services Revenues

The SAT has notified Telcel of tax assessments totaling Ps.320,000 for alleged nonpayment of revenues generated by SMS during 2004 and 2005. The SAT claims that Telcel owes such amounts because SMS constitute services under concession. Telcel has challenged the SAT’s claim on the grounds that SMS are value-added services which are not under concession. Both claims were unfavorably solved recently by the Judicial Authorities. Telcel paid the 2005 assessment in January 2016. The 2004 assessment is expected to be paid in the first semester of 2016. Telcel established a provision in the accompanying financial statements for the corresponding contingencies totaling an amount of Ps.811,000 as of September 30, 2015.

Class Action Lawsuits

The Federal Consumer Bureau (Procuraduría Federal del Consumidor, or “Profeco”), filed a proceeding before Mexican courts in 2011on behalf of customers who alleged deficiencies in the quality of Telcel’s network in 2010 and breach of customer agreements. This proceeding is pending, and if it is resolved in favor of Profeco, Telcel’s customers would be entitled to compensation for damages.

Telcel is also subject to four class actions filed by the alleged affected groups with respect to quality of service, wireless and broadband rates.

 

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The Company does not currently have enough information on these proceedings to determine whether any of these class actions could have an adverse effect on the Company’s business and results of operations if they are resolved against the Company. Consequently, Telcel has not established a provision in the accompanying financial statements for a loss arising from these contingencies.

In July 2015, a fifth class action related to a technical malfunction in Telcel’s network was concluded pursuant to a settlement with Profeco that recognized past compensations by Telcel to its customers in connection with this malfunction.

c. Telmex and Telnor

Substantial Market Power Investigations

In 2007, Cofeco initiated investigations to evaluate whether Telmex and its subsidiary Telnor have substantial power in the markets for termination, origination, traffic and wholesale dedicated-link leasing. Cofeco issued final resolutions concluding that Telmex and Telnor have substantial power in all four markets, a determination that Telmex and Telnor have challenged. The challenges related to the market for origination and traffic have been denied, effectively upholding Cofeco’s findings. Consequently, the IFT can impose specific tariff requirements or other special regulations with respect to the matters for which the challenges were denied, such as additional requirements regarding disclosure of information or quality of service. With respect to Telmex and Telnor’s challenges against Cofeco regarding its findings for the termination market, these challenges are pending final resolution In the case of the market for wholesale dedicated-link leasing, 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 pending.

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, against these rulings and their cases are pending resolution. In the opinion of the Company’s outside counsel in charge of these matters, the outcome of these proceedings remains uncertain. However, an adverse resolution could have an impact on the Company’s future revenues in these markets.

In the third investigation, Cofeco determined in February 2013 that Telmex and Telnor engaged in monopolistic practices in the wholesale market for dedicated-link leasing. Telmex and Telnor challenged that resolution and in November 2015, the Supreme Court of Mexico upheld Cofeco’s decision and its fine of Ps. 698,500.

IFT Proceedings Concerning Telmex’s Relationship with Dish México

In November 2008, Telmex entered into certain commercial agreements with Dish México, S. de R.L. de C.V. (“Dish México”) and its affiliates involving billing, collection services, distribution and equipment leasing. In addition, Telmex had an option that allowed it to purchase 51% of shares representing the capital stock of Dish México. In July 2014, Telmex waived its rights under such option.

In January 2015, the IFT imposed a fine on Telmex for an amount of Ps.14,414 on the grounds that an alleged merger (concentración) between Telmex and Dish was not notified in November 2008. Telmex filed an appeal for relief against this resolution and the case is pending. AMX cannot predict the outcome of such inquiry.

In August 2015, the IFT initiated proceedings in order to determine violations to: (i) its concession, with respect to an alleged direct or indirect exploitation of a public television services concession in the country; and (ii) certain provisions of the Mexican Constitution (Constitución Politica de los Estados Unidos Mexicanos), and the Federal Telecommunications and Broadcasting Law (Ley Federal de Telecomunicaciones y Radiocomunicación), regarding the cost-free rule of retransmission of television broadcast signals (commonly known as “must offer”), through other operators.

 

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The administrative proceedings initiated by the IFT are related to the commercial agreements with Dish México, consisting of billing and collection services, distribution and equipment leases. AMX and Telmex are currently analyzing the scope and legal grounds of the alleged violations in order to participate in these proceedings and, as the case maybe, exercise applicable legal remedies.

AMX has not established a provision in the accompanying financial statements for a loss arising from these contingencies, which are not considered probable.

IFT Proceeding Concerning UNO TV

In August 2015, the IFT initiated a proceeding in order to determine violations to certain provisions of the Mexican Constitution, and the Federal Telecommunications and Broadcasting Law, regarding the cost-free rule of retransmission of television broadcast signals through other operators. The administrative proceeding initiated by the IFT is related to the internet service known as “Uno TV”. AMX and Telmex are currently analyzing the scope and legal grounds of the alleged violations in order to participate in this proceeding and, as the case maybe, exercise applicable legal remedies.

AMX has not established a provision in the accompanying financial statements for a loss arising from these contingencies, which is not considered probable.

Proposed Modification to Reference Terms for Local-Loop Unbundling

In December 2015, the IFT notified Telmex of a resolution through which it modified and authorized the terms and conditions of Telmex’s proposed Reference Terms for Local Loop Unbunding (Oferta de Desagregación Efectiva de la Red Local). Telmex has challenged this resolution and a decision is pending.

d. Carso Global Telecom

Tax Assessment

In November 2010, the SAT notified Carso Global Telecom, S.A. de C.V. (“CGT”) of a tax assessment of Ps.3,392,000 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 court, and this challenge is still pending. AMX has not established a provision in the accompanying financial statements for a loss arising from this contingency.

e. Sercotel

Tax Assessment

In March 2012, SAT notified Sercotel, S.A. de C.V. (“Sercotel”) and the Company of a fine of approximately Ps.1,400,000 alleged improper tax implications arising from 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 the SAT to issue an additional tax assessments of Ps.2,750,000 in connection with this matter. AMX has not established a provision in the accompanying financial statements for a loss arising from this contingency.

II. BRAZIL

Following the merger in 2014 of the Company’s subsidiaries Empresa Brasileira de Telecomunicações S.A. (“Embratel”), Embratel Participações S.A. (“Embrapar”) and Net Serviços Comunicação, S.A. (“Net Serviços”) into Claro S.A. (“Claro Brasil”), Claro Brasil is the legal successor of Embrapar, Embratel and Net Serviços.

a. Tax Matters

Tax charges and contributions calculated and collected by the Company’s Brazilian subsidiaries, their income tax returns and their tax and finance records are subject to examination by Brazilian tax authorities for varying periods under applicable legislation.

 

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The principal tax imposed on telecommunications services is a state-level 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”). Each Brazilian state imposes its own tax rate on gross revenues derived from telecommunications services, which varies from state to state and averages 26% nationwide.

Corporate income tax (Imposto Sobre Renda de Pessoa Jurídica, or “IRPJ”), is applied at a rate of 25%. The social contribution on net income (Contribuição Social Sobre o Lucro Líquido, or “CSLL”) is applied at a rate of 9% and subject to calculation and payment rules similar to those applicable to IRPJ.

Withholding tax (Imposto de Renda Retido na Fonte, or “IRRF”), is a modality of federal tax over taxable income that applies, among other types of income, to labor and capital income, remittances abroad and remuneration of services provided by legal entities. There are several IRRF rates, each according to the specific activity which generated the earnings.

The principal federal taxes collected on gross revenues include:

 

    The social integration program (Programa de Integração Social, or “PIS”). PIS contributions are applied at a rate of 0.65% on gross revenues derived from telecommunications services in the cumulative method and at a rate of 1.65% in the non-cumulative method.

 

    The contribution for social security financing (Contribuição para Financiamento da Seguridade Social, or “COFINS”). COFINS contributions are applied at a rate of 3.0% on gross revenues derived from telecommunications services in the cumulative method and at a rate of 7.60% in the non-cumulative method.

The principal taxes collected on net revenues include:

 

    The universalization fund of telecommunications services (Fundo de Universalização dos Serviços de Telecomunicações, or “FUST”), and the telecommunications technologic development fund (Fundo para o Desenvolvimento Tecnológico das Telecomunicações, or “FUNTTEL”). These taxes are applied at a rate of 1% and 0.5%, respectively.

 

    The telecommunications inspection fund (Fundo de Fiscalização das Telecomunicações, or “FISTEL”). The taxes charged to raise this fund aim to provide resources to cover inspection expenditures of telecommunication equipment.

ICMS

The Company’s subsidiaries Claro Brasil, Star One S.A. (“Star One”), Primesys Soluções Empresariais S.A. (“Primesys”), Telmex Do Brasil Ltda. (“TdB”), Americel S.A. (“Americel”) and TVSAT Telecomunicações S.A. (“TV SAT”), have tax contingencies related to ICMS in the amount of Ps.34,983,000 (approximately R$8,172 million) as of September 30, 2015. The Company has established a provision of Ps.1,914,000 (approximately R$447 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable. Such ICMS contingencies include:

 

    Star One has received tax assessments in the amount of Ps.11,909,000 (approximately R$2,782 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 separate proceedings in different litigation stages and has obtained two favorable judicial decisions in two proceedings. The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency, which the Company considers possible.

 

    Claro and Americel have received tax assessments in the amount of Ps.3,917,000 (approximately R$915 million), due to the declaration of unconstitutionality of certain benefits granted by the Brazilian states. The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency, which the Company considers possible.

 

    Primesys has received a tax assessment in the amount of Ps.2,808,000 (approximately R$656 million), related to ICMS on certain activities not deemed as part of data communication services. The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency, which the Company considers possible.

 

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CSLL/IRPJ

As of September 30, 2015, the Company’s subsidiaries Claro Brasil, Americel and Star One have tax contingencies related to IRPJ and CSLL in the amount of Ps.13,193,000 (approximately R$3,082 million). The Company has established a provision of Ps.1,982,000 (approximately R$463 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

These CSLL/IRPJ contingencies include a tax assessment against Claro Brasil in the amount of Ps.7,115,000 (approximately R$1,662 million) alleging the undue amortization of with goodwill amounts between 2009 and 2012 and charging CSLL, IRPJ and penalties due to the late payment of the taxes. Claro Brasil has challenged this assessment at the administrative level. The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency, which the Company considers possible.

PIS/COFINS

As of September 30, 2015, Claro Brasil, Americel, Star One, TdB and Brasil Center Comunicações Ltda. (“Brasil Center”), have received tax assessments in connection with PIS and COFINS in the amount of Ps.18,116,000 (approximately of R$4,232 million). The Company has established a provision of Ps.10,274,000 (approximately R$2,400 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Such contingencies include:

 

    The lawsuits commenced by Claro Brasil and Americel against the Brazilian Federal Revenue Service seeking a ruling on constitutional grounds to 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 companies paid the tax based on their position in the lawsuit, and established a provision for the disputed amounts, which the companies consider probable. As of September 30, 2015, the total amount in dispute was approximately Ps.10,167,000 (approximately R$2,375 million).

 

    Tax assessments against Claro Brasil and Americel related to the offset of PIS and COFINS credits recorded in the non-cumulative system (sale of equipment and other activities), in the amount of Ps.5,150,000 (approximately R$1,203 million) as of September 30, 2015. The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency, which the Company considers possible.

FUST/FUNTTEL

The Brazilian Agency of Telecommunications (Agência Nacional de Telecomunicações, or “Anatel”) has initiated administrative proceedings against Claro Brasil, Americel, Primesys, TdB, Star One and TVSAT totaling Ps.10,201,000 (approximately R$2,383 million) mainly related to an alleged improper exclusion of interconnection revenues and costs from the base used to calculate FUST obligations. The companies are contesting these assessments in separate proceedings in different litigation stages The Company has not established a provision in the accompanying financial statements to cover the losses arising from this contingency, which the Company considers possible.

Anatel and the Brazilian Ministry of Communications (Ministério das Comunicações, or “MINICOM”) have also initiated administrative proceedings against Claro, Americel, Primesys, TdB and Star One, TVSAT and Primesys totaling Ps.3,236,000 (approximately R$756 million) as of September 30, 2015, due to an alleged underpayment of their funding obligations for FUST and FUNTTEL. 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, which the Company considers possible.

 

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ISS

The Municipal Revenue Services have issued tax assessments against Claro Brasil, Brasil Center and Primesys totaling Ps.5,548,000 (approximately R$1,296 million) due to an alleged nonpayment of ISS over several telecommunication services, including Pay TV services, considered as taxable for ISS by these authorities. The companies have challenged the tax assessments on the grounds that the services cited are not subject to ISS tax, and the challenges are pending. The Company has not established a provision in the accompanying financial statements for the losses arising from these contingencies, which the Company considers possible.

Installation Inspection Fee

Anatel fined Claro Brasil and Americel Ps.8,416,000 (approximately R$1,966 million) as of September 30, 2015 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 fine, 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.

Other Tax Contingencies

There are several other tax contingencies regarding Claro Brasil, Americel, Embratel, Star One, TdB, Primesys and Net Serviços in the full amount of Ps. 7,902,000 (approximately R$1,846 million) as of September 30, 2015, mostly related to Telecommunication Taxes – EBC Funding, Corporate Income Taxes and Social Contribution on Net Profits, social security taxes (Instituto Nacional do Seguro Social, or “INSS”), taxes on industrial products (Imposto Sobre Produtos Industrializados, or “IPI”), Contribuição Provisória sobre Movimentações Financeiras, or “CPMF”, 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, and for not making certain filings in the correct form from 2002 through 2005, to the allegedly nonpayment of the IRRF and CIDE and overpayments related to outbound traffic, and 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.2,984,000 (approximately R$697 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

b. Regulatory Matters

Inflation-Related Adjustments

Anatel challenged the calculation of inflation-related adjustments due under the agreements it had with Tess, S.A. (“Tess”), and Algar Telecom Leste S.A. (“ATL”), two of the Company’s Brazilian subsidiaries that were previously merged into Claro Brasil. Anatel rejected Tess and ATL’s calculation of the inflation related adjustments applicable to the 60% of the concessions price (which was due in three equal annual installments, subject to inflation-related adjustments and interest), claiming that the companies’ calculation of the inflation-related adjustments resulted in a shortfall of the installment payments.

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. In April 2013, the appeal filed by ATL with respect to the declaratory suit was denied, and Claro Brasil filed a new appeal. A decision on ATL’s appeal with respect to the consignment action is 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.1,152,000 (approximately R$269 million). Tess obtained an injunction from a federal appeals court suspending payment until the pending appeal is resolved. Similarly, in March 2009, Anatel charged ATL approximately Ps.818,000 (approximately R$191 million). ATL also obtained an injunction from a federal appeals court suspending payment until the pending appeal is resolved.

 

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The amount of the alleged shortfall as well as the method used to calculate monetary correction are subject to judicial disputes. If other methods or assumptions are used, the amount of damages may increase. In September 2015, Anatel calculated monetary correction in a total amount of Ps.8,990,000 (approximately R$2,100 million). The Company has established a provision of Ps.2,620,000 (approximately R$612 million) in the accompanying financial statements for losses arising from these contingencies which the Company considers probable.

Reversible Assets

Claro 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-distance fixed-line services and considered as reversible, cannot be disconnected, replaced or sold without the prior regulatory approval of Anatel. Upon expiration of these concessions, those assets that are “indispensable” to provide domestic and international long distance services will revert to the Brazilian government in which case any compensation for investments made in those assets would be the depreciated cost of such assets. Brazilian law does not provide specific guidance as to which assets would be subject to reversion under Claro Brasil’s concessions, and there is no precedent for establishing (i) which assets are “indispensable” in the provision of the services under the concessions at the time of their expiration or (ii) the treatment of assets that are also used for telecommunications services not regulated by the concessions. Those assets Claro Brasil uses exclusively in the provision of wireless and Pay TV services are not subject to reversion.

In the second semester of 2015, Anatel fined Claro Brasil Ps.43,000 (approximately R$10 million) and imposed the following three obligations on Claro Brasil:

 

    Within 180 days following Anatel’s decision, to deposit Ps.3,724,000 (approximately R$870 million) in an escrow account until the final use of such fund in the concession or, the difference between the sale price and the purchase price of assets sold if there has been replacement of assets. Such amount represents, in the view of Anatel, the value of the assets that were being removed year after year from the assets list reported to Anatel without a justification for the alleged removal.

 

    Within 180 days following Anatel’s decision, to include in all agreements entered into the effective date of the reversible assets regulation (Regulamento de Bens Reversíveis) mandatory provisions related to the indispensability of the applicable assets for the continuity of the provision of the service, Anatel’s subrogation of the rights and obligations arising from such agreements and the obligation of the other party not encumber the assets used by Claro Brasil under these agreements.

 

    To appeal, in Claro Brasil’s ongoing litigation proceedings, the replacement of all reversible assets encumbered by court order within 30 days in litigation.

Such decision is subject of an appeal filed before Anatel with suspensive effect.

Other regulatory disputes

Claro Brasil is party to certain judicial disputes against Anatel, all in the aggregate amount of Ps.3,339,000 (approximately R$780 million). The Company has established a provision of Ps.116,000 (approximately R$27 million), in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

c. Other Civil and Labor Contingencies

Claro Brasil and its subsidiaries are also party to other claims in the amount of Ps.18,403,000 (approximately R$4,299 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.681,000 (approximately R$159 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.20,051,000 (approximately R$4,684 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.1,768,000 (approximately R$413 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

 

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d. Third-Party Disputes

Claro Brasil, Americel, Embratel, TdB, Primesys, Brasil Center and their subsidiaries are parties to certain disputes with third parties in connection with former sales agents, outsourced companies contract cancellation, increase in monthly subscription rates and channel transmission, class actions, real estate issues, disputes with former employees regarding health care payments and other matters. The cases, which are in advanced stages of the litigation process are for claims in the aggregate amount of Ps.6,306,000 (approximately R$1,473 million). The Company has established a provision of Ps.955,000 (approximately R$223 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

Net Serviços and its subsidiaries are parties to a number of cases on a range of matters, including, among other claims, disputes with former sales agents, outsourced companies contract cancellation, multiple outlets, increase in monthly subscription rates and channel transmission. The cases, which are in advanced stages of the litigation process, are for claims in the amount of Ps.7,106,000 (approximately R$1,660 million). The Company has established a provision of Ps.308,000 (approximately R$72 million) in the accompanying financial statements for the losses arising from these contingencies that the Company considers probable.

III. ECUADOR

a. Conecel

Tax Assessments

In 2011 and 2012, the Ecuadorian Internal Revenue Services (Servicios de Rentas Internas del Ecuador, or “SRI”) notified Consorcio Ecuatoriano de Telecomunicaciones S.A. (“Conecel”) of tax assessments in the amount of Ps.2,024,000 (approximately US$119 million) relating to income tax for fiscal years 2007 through 2009. Conecel initiated judicial proceedings to challenge these tax assessments. However, the National Assembly (Asamblea Nacional) enacted a law that granted an amnesty for fiscal years 2007 and 2009, which allowed Conecel in July 2015, to dismiss the interest payments and penalties and pay only the principal of each assessment in a total amount of Ps.1,099,000 (US$64,600). In October 2015, the National Court of Justice issued a resolution accepting the cassation appeal filed by SRI of the tax assessment with respect to fiscal year 2008. This decision is unfavorable for Conecel and, consequently, Conecel will be required to pay an amount of Ps.869,000 (US$51,100) through monthly payments to within 12 months.

On December 21, 2015, Conecel filed an extraordinary protection action before the Constitutional Court, however such action does not suspend the enforcement of the National Court’s decision.

Conecel has recognized in the financial statements the total amount of tax assessment corresponding to 2008 fiscal year.

Monopolistic Practices Fine

In February 2014, following a regulatory claim filed in 2012, the Superintendency of Control of Market Power (Superintendencia de Control del Poder del Mercado, or “SCPM”) imposed a fine on Conecel of Ps.2,354,000 (US$138,400) for alleged monopolistic practices related to five locations in which the state-owned operator, Corporación Nacional de Telecomunicaciones (“CNT”) argues that Conecel has exclusive rights to deploy its network and is thereby preventing CNT to deploy its own network on the same locations. In March 2014, Conecel challenged the fine and posted a guarantee for 50% of its value. Through a judicial order issued on the same month, the fine was suspended. However, a final resolution is still pending. Conecel denies any wrong doing and alleges that CNT had other alternative sites in the same locations where it could have deployed its network. The Company has not established a provision in the accompanying financial statements to cover losses arising from this contingency.

 

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Conecel is also subject to one proceeding initiated by the SCPM to assess Conecel’s compliance with the administrative injunction issued by the SCPM as part of its decision that admitted CNT’s claim. If this investigation is resolved against Conecel, the SCPM could impose a material fine on Conecel.

Rounded Rates

In February 2015, the National Assembly enacted a new telecommunications law (Ley Orgánica de Telecomunicaciones), which included a provision that requires Conecel to pay directly to the Telecommunication Regulatory Agency (Agencia de Regulación y Control de las Telecomunicaciones, or “ARCOTEL”) any amounts rounded per minute charged to the users between 1999 and 2000. Charging rates on a per minute basis (rounded rates) was used by mobile telephony operators until 2000, by applying a full minute rate to the fraction of a minute (rounded to the immediate superior minute). Until then there was no prohibition on applying this call pricing scheme.

In October 2015, ARCOTEL required Conecel to pay Ps.1,048,000 (US$61,600), which includes of Ps.459,000 (US$27,000) as principal and Ps.583,000 (US$34,300) in interests calculated at an excessive rate of 16.30% for consumer credit which is not applicable. Conecel challenge this requirement and filed a petition for relief to suspend such payment in October 2015. The suspension of payment was denied by the District Court of Administrative Proceeding (Tribunal Distrital de lo Contencioso Admnistrativo) in November 2015, and a final resolution with respect of the challenged against the requirement is still pending. Existing a collection process in progress, Conecel has already paid for this obligation more than Ps.663,000 (US$39,000) and has requested ARCOTEL to calculate interests at the legal rate, different of the intended ARCOTEL excessive rate.

Conecel has recognized in the financial statements the principle of Ps.459,000 (US$27,000) and with respect of the interests it has recognized Ps.318,000 (US$18,700), calculated at the rate prescribed by law.

IV. BULGARIA

a. Mobiltel

Tax Assessments

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 year 2007. The total amount of the tax assessment is approximately Ps.389,000 (approximately €20.4 million) including interest as of September 30, 2015.

Mobiltel initiated administrative proceedings with the highest Bulgarian tax authority and subsequent at the Administrative Court in Sofia challenging the resolution. In October 2015, the Administrative Court decided in favor of Mobiltel EAD and such decision was challenged by the tax authorities. The case will be forwarded to the Supreme Administrative Court, as final instance. Mobiltel issued bank guarantees covering up to Ps.415,000 (approximately €22.2 million).

On September 24, 2015 the tax authorities issued a second tax assessment act regarding the tax treatment of the brand name and the customer base. The assessment relates to financial year 2008 and amounts to approximately Ps.369,000 (approximately €19.4 million) including interest as of September 30, 2015. Mobiltel initiated administrative proceedings challenging this assessment and obtained the suspension of the administrative proceeding until the challenge of the 2007 assessment is resolved. Three further bank guarantees were issued to secure the tax liability related to 2008, totaling an amount of Ps.383,000 (approximately €20.5 million).

In case of an unfavorable decision by the competent courts, Mobiltel might face a further potential additional claim for the years 2009 to 2012 in the amount of up to Ps.777,400 (approximately €40.9 million) including interest as of September 30, 2015.

 

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12. Segments

América Móvil operates in different countries. 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, Bulgaria, Croatia, Belarus, Slovenia, Macedonia and Serbia.

The Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), analyzes the financial and operating information by geographical operating segment, except for Mexico, which shows Corporate and Telcel as one segment and Telmex as another segment. All significant operating segments that (i) represent more than 10% of consolidated revenues, (ii) more than the absolute amount of its reported 10% of profits or loss or (iii) more than 10% of consolidated assets, are presented separately.

The Company has presented the following reporting segments for the purposes of its consolidated financial statements: (i) Mexico (includes Telcel and Corporate operations and Assets), Brazil, Southern Cone (includes Argentina Chile, Paraguay and Uruguay), Colombia, Andean (includes Ecuador and Perú), Central América (includes Guatemala, El Salvador, Honduras, Nicaragua, Costa Rica and Panama), U.S.A. (excludes Puerto Rico), Caribbean (includes Dominican Republic and Puerto Rico), and Europe (includes Austria, Bulgaria, Croatia, Belarus, Slovenia, Macedonia and Serbia).

The Company considers that the quantitative and qualitative aspects of any aggregated operating segments are similar in nature for all periods presented. In evaluating the appropriateness of aggregating operating segments, the key indicators considered included but were not limited to: (i) the similarity of key financial statement measures and trends, (ii) all entities provide telecommunications services, (iii) similarities of customer base and services, (iv) the methods to distribute services are the same, based on telephone plant in both cases, wireless and fixed lines, (v) similarities of governments and regulatory entities that oversee the activities and services that telecom companies, (vi) inflation trends and, and (vii) currency trends.

 

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    México     Telmex     Brazil     Southern Cone     Colombia     Andean     Central
América
    U.S.A.     Caribbean     Europe     Eliminations     Total
consolidated
 

For nine-month period ended September 30, 2015:

                       

External revenues

    139,711,537        70,437,854        134,609,470        49,444,106        50,123,350        38,594,699        24,987,625        81,237,727        21,780,371        52,712,445          663,639,184   

Intersegment revenues

    8,766,206        5,541,758        2,501,038        266,264        178,364        158,759        154,775          21,901          (17,589,065  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    148,477,743        75,979,612        137,110,508        49,710,370        50,301,714        38,753,458        25,142,400        81,237,727        21,802,272        52,712,445        (17,589,065     663,639,184   

Depreciation and amortization

    10,841,871        11,479,970        29,355,492        6,312,147        6,965,536        4,686,291        7,063,947        527,074        3,930,032        13,022,965        (98,155     94,087,170   

Operating income (loss)

    53,077,558        13,286,860        8,601,208        6,357,219        10,827,857        6,571,240        1,311,629        1,325,650        2,833,502        4,963,898        70,972        109,227,593   

Interest income

    13,826,048        175,496        796,782        2,660,716        303,677        571,833        154,371        161,611        275,184        294,768        (16,016,778     3,203,708   

Interest expense

    19,300,342        1,064,229        11,837,476        1,840,501        367,664        503,540        241,889        —          31,499        2,110,444        (15,123,722     22,173,862   

Income tax

    3,802,446        2,700,936        (5,023,085     2,873,794        2,888,643        2,734,724        1,675,612        605,468        1,079,140        (451,137     —          12,886,541   

Equity interest in net income (loss) of associated companies

    (1,472,439     44,326        (5,126     20,893        —                  1,974        —          (1,410,372

Net profit (loss) attributable to equity holders of the Parent

    17,158,750        5,039,478        (11,636,558     (2,793,287     2,581,103        3,500,402        (544,234     1,036,412        1,467,466        4,918,055        (1,335,955     19,391,632   

Assets by segment

    983,097,810        148,541,390        294,842,856        123,365,630        81,184,423        87,308,376        65,070,878        42,059,083        74,979,892        191,717,350        (798,495,054     1,293,672,634   

Liabilities by segment

    764,516,900        111,636,528        205,605,133        98,800,912        32,081,099        31,607,958        32,823,469        37,234,678        31,383,921        124,964,178        (329,834,238     1,140,820,538   
    México     Telmex     Brazil     Southern Cone     Colombia     Andean     Central
América
    U.S.A.     Caribbean     Europe     Eliminations     Total
consolidated
 

For nine-month period ended September 30, 2014:

                       

External revenues

    136,097,346        74,876,829        150,889,988        41,172,766        56,340,441        35,051,801        19,509,003        66,829,649        19,064,181        19,125,635          618,957,639   

Intersegment revenues

    8,127,618        5,104,942        2,381,916        125,766        184,299        104,497        80,488        1        11,100          (16,120,627  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating revenues

    144,224,964        79,981,771        153,271,904        41,298,532        56,524,740        35,156,298        19,589,491        66,829,650        19,075,281        19,125,635        (16,120,627     618,957,639   

Depreciation and amortization

    9,954,583        11,708,787        30,961,033        4,952,267        7,174,681        4,033,585        6,264,782        335,742        3,642,942        3,631,778        (12,822     82,647,358   

Operating income (loss)

    58,471,170        16,323,255        9,404,824        4,686,679        13,889,312        9,402,453        (296,388     2,592,418        3,405,812        3,288,644        64,681        121,232,860   

Interest income

    6,742,495        218,936        3,990,486        2,137,724        532,153        831,758        145,983        112,488        346,865        65,287        (9,469,722     5,654,453   

Interest expense

    18,815,810        1,468,597        9,430,554        623,431        349,816        292,997        114,220          39,332        736,588        (8,749,279     23,122,066   

Income tax

    20,705,530        3,759,480        275,898        2,130,590        4,325,337        3,237,306        849,081        1,035,777        532,917        441,747          37,293,663   

Equity interest in net income (loss) of associated Companies

    (4,331,082     38,741        (52,875     2,349                  732          (4,342,135

Net profit (loss) attributable to Equity holders of the parent

    22,350,335        7,748,545        (1,475,680     (3,556,565     7,650,996        5,962,779        (1,105,200     1,811,397        2,733,180        2,032,705        (1,313,145     42,839,347   

Assets by segment

    954,512,497        139,064,602        338,206,799        84,912,430        99,246,921        76,493,619        51,927,914        34,173,092        67,267,631        161,378,708        (807,399,080     1,199,785,133   

Liabilities by segment

    618,502,441        106,504,319        195,388,355        67,162,215        33,873,054        23,754,907        23,566,309        29,520,426        25,122,070        126,069,073        (286,683,282     962,779,887   

 

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    Mexico     Telmex     Brazil     Southern Cone     Colombia     Andean     Central
America
    U.S.A.     Caribbean     Europe     Eliminations     Total
consolidated
 

For three-month period ended September 20, 2015

                       

External revenues

    47,696,840        23,762,730        42,119,303        17,340,429        15,706,086        13,323,927        8,924,989        28,241,541        7,605,290        18,882,827        —          223,603,962   

Intersegment revenues

    3,205,062        1,946,848        841,161        130,927        64,188        49,407        65,961        —          12,013          (6,315,567  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating revenues

    50,901,902        25,709,578        42,960,464        17,471,356        15,770,274        13,373,334        8,990,950        28,241,541        7,617,303        18,882,827        (6,315,567     223,603,962   

Operating income (loss)

    17,847,968        4,305,951        2,673,050        2,421,816        3,217,760        1,550,867        437,445        (588,875     815,734        2,417,649        68,588        35,167,953   

Depreciation and amortization

    3,649,369        3,861,746        9,336,989        2,226,807        2,253,003        1,660,451        2,570,452        181,695        1,374,929        4,479,609        (29,346     31,565,704   

Interest income

    5,730,848        55,307        208,306        877,006        103,443        160,455        62,946        63,212        103,824        121,206        (6,452,808     1,033,745   

Interest expense

    7,011,421        349,170        4,729,964        731,913        124,459        198,115        103,298        —          12,914        748,962        (5,969,954     8,040,262   

Income tax

    (7,120,243     692,385        (951,256     953,627        172,077        708,958        491,321        (147,036     399,556        (114,463     —          (4,915,074

Equity interest in net income (loss) of associated Companies

    (47,853     21,338        (1,126     9,833        —          —          —              (3,727     —          (21,535

Net profit (loss) attributable to Equity holders of the parent

    (7,647,111     1,424,228        (4,428,396     (1,901,543     (351,462     884,106        (126,662     (303,882     343,772        2,148,719        (617,679     (10,575,910

Assets by segment

    983,097,810        148,541,390        294,842,856        123,365,630        81,184,423        87,308,376        65,070,878        42,059,083        74,979,892        191,717,350        (798,495,054     1,293,672,634   

Liabilities by segment

    764,516,900        111,636,528        205,605,133        98,800,912        32,081,099        31,607,958        32,823,469        37,234,678        31,383,921        124,964,178        (329,834,238     1,140,820,538   

For three-month period ended September 20, 2014

                       

External revenues

    44,599,135        25,060,453        51,380,341        14,347,051        18,980,886        11,816,698        6,631,601        22,624,917        6,317,267        19,125,635          220,883,984   

Intersegment revenues

    2,494,076        1,835,642        812,739        (371,464     62,180        44,746        26,446        —          3,678        —          (4,908,043     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating revenues

    47,093,211        26,896,095        52,193,080        13,975,587        19,043,066        11,861,444        6,658,047        22,624,917        6,320,945        19,125,635        (4,908,043     220,883,984   

Operating income (loss)

    19,651,174        5,782,137        2,578,362        1,447,459        4,565,321        3,195,440        (85,287     265,513        1,185,099        3,288,644        387,181        42,261,043   

Depreciation and amortization

    2,969,861        3,865,581        10,743,763        1,608,399        2,452,320        1,346,650        2,159,461        112,645        1,222,766        3,631,778        (12,822     30,100,402   

Interest income

    2,341,641        83,439        1,592,617        745,601        128,761        279,375        51,222        45,435        116,963        65,287        (3,058,148     2,392,193   

Interest expense

    6,339,402        486,240        3,659,803        182,897        118,123        112,399        44,122          13,813        736,588        (2,872,321     8,821,066   

Income tax

    10,224,538        1,254,324        (2,177,514     819,395        1,461,421        972,741        296,626        143,177        664,749        441,747          14,101,204   

Equity interest in net income (loss) of associated Companies

    (3,471,317     10,482        (33,207     9,408                  732          (3,483,902

Net profit (loss) attributable to Equity holders of the parent

    9,059,227        2,696,922        (3,734,765     (3,399,280     2,596,095        2,012,372        (342,268     182,904        533,950        2,032,704        (1,518,161     10,119,700   

Assets by segment

    954,512,497        139,064,602        338,206,799        84,912,430        99,246,921        76,493,619        51,927,914        34,173,092        67,267,631        161,378,708        (807,399,080     1,199,785,133   

Liabilities by segment

    618,502,441        106,504,319        195,388,355        67,162,215        33,873,054        23,754,907        23,566,309        29,520,426        25,122,070        126,069,073        (286,683,282     962,779,887   

 

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13. Subsequent Events

 

a) On October 20, 2015, the Company concluded the spin-off of Operadora de Sites Mexicanos, S.A. de C.V. that included its telecom towers located in Mexico, as well as other related assets and liabilities after obtaining the necessary authorizations. The fair value of the assets and liabilities as of September 30, 215, related to the spin-off are as follows:

 

     Unaudited  

Assets

  

Total current assets

   Ps. 20,369,685   

Non current assets

  

Property plant and equipment, at estimated fair value (1)

     37,932,510   

Other assets

     90,166   
  

 

 

 

Total assets

   Ps. 58,392,361   
  

 

 

 

Liabilities and Equity

  

Total current liabilities

   Ps. 847,128   

Long-term debt

     18,676,783   

Related parties

     21,000,000   

Other liabilities

     11,108,883   
  

 

 

 

Total liabilities

     51,632,794   

Equity

  

Total equity

     6,759,567   
  

 

 

 

Total liabilities and equity

   Ps. 58,392,361   
  

 

 

 

 

(1) The historical carrying value of property, plant and equipment was Ps.4,937,952 as of the date of the spin-off.

 

b) In January 2016, in order to expand and strengthen its operations in Brazil, the Company acquired a controlling interest in Brasil Telecomunicações S.A. (“BRTel”), a company operating in the market for Pay TV, Internet and broadband services and serving various municipalities of Brazil under the BLUE brand. The operation already has necessary regulatory approvals and is under review by the Company to determine the fair value of the operation.

 

c) In February 2016, the Company reported that its Board of Directors decided to submit to the Annual Ordinary General Shareholders’ Meeting to be held on or before April 30, 2016 to (i) pay a cash dividend from the profit tax account (cuenta de utilidad fiscal), of Ps.0.28, payable in two installments, to each of the shares of its capital stock series “AA”, “A” and “L” (which includes the preferred dividend correspondent to the series “L” shares), subject to adjustments arising from other corporate events (including repurchase or placement of its own shares), that may affect the number of shares outstanding as of the date of said dividend payment;(ii) allocate the amount of Ps.12,000,000, to repurchase shares.

 

d) In 2016, the Company reported that, as a result of the spectrum auction recently carried out by IFT, its subsidiary Telcel won a bid for a total of 20 MHz nationwide in the AWS-1 band and 40 MHz nationwide in the AWS-3 band, which will be added to the current spectrum holdings in said band. The concessions obtained will expire on October 1, 2030 and Telcel will pay a total of Ps.2,098,060 for the rights of use of the spectrum during the term of the concessions. The concessions will be granted upon compliance of certain requirements provided under the auction rules issued by the IFT.

 

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Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 7, 2016

 

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