Form 20-F
Table of Contents

As filed with the Securities and Exchange Commission on April 11, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

Annual Report Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

for the fiscal year ended December 31, 2018

Commission file number: 1-16269

AMÉRICA MÓVIL, S.A.B. DE C.V.

(exact name of registrant as specified in its charter)

America Mobile

(translation of registrant’s name into English)

United Mexican States

(jurisdiction of incorporation)

Lago Zurich 245, Plaza Carso / Edificio Telcel Colonia Ampliación Granada, Miguel Hidalgo 11529 Mexico City, Mexico

(address of principal executive offices)

Daniela Lecuona Torras

Lago Zurich 245, Plaza Carso / Edificio

Telcel, Piso 16, Colonia Ampliación Granada, Miguel Hidalgo, 11529 Mexico City,

Mexico Telephone: (5255) 2581-3700

Facsimile: (5255) 2581-4422

E-mail: daniela.lecuona@americamovil.com

(name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:    Name of each exchange on which registered:
A Shares, without par value    New York Stock Exchange
L Shares, without par value    New York Stock Exchange
5.000% Senior Notes Due 2019    New York Stock Exchange
5.000% Senior Notes Due 2020    New York Stock Exchange
3.125% Senior Notes Due 2022    New York Stock Exchange
6.375% Notes Due 2035    New York Stock Exchange
6.125% Notes Due 2037    New York Stock Exchange
6.125% Senior Notes Due 2040    New York Stock Exchange
4.375% Senior Notes Due 2042    New York Stock Exchange

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

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

The number of outstanding shares of each of the registrant’s classes of capital or common stock as of December 31, 2018:

 

20,602 million    AA Shares
567 million       A Shares
44,887 million       L Shares

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).       Yes              No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer      Accelerated filer      Non-accelerated filer      Emerging growth company    

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.    

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

 

U.S. GAAP        International Financial Reporting Standards as issued by the International Accounting Standards Board       Other    

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

Item 17        Item 18    

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes              No


Table of Contents

LOGO

2018 ANNUAL REPORT FORM 20-F


Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents

 

 

TABLE OF CONTENTS  

 

 

(See Form 20-F Cross Reference Guide on page 114)

 

 

 

Selected Financial Data      2  
PART I: INFORMATION ON THE COMPANY      5  
About América Móvil      6  
Our Networks      14  
Our Competitors      16  
Acquisitions, Other Investments and Divestitures      16  
Marketing, Sales and Distribution, Customer Services      17  
PART II: OPERATING AND FINANCIAL REVIEW AND PROSPECTS      19  
Overview      20  
Composition of Operating Revenues      21  
Results of Operations      22  
Liquidity and Capital Resources      37  
Risk Management      42  
Critical Accounting Policies and Estimates      43  
PART III: RISK FACTORS      47  
PART IV: SHARE OWNERSHIP AND TRADING      59  
Major Shareholders      60  
Related Party Transactions      61  
Dividends      62  
Trading Markets      62  
Bylaws      63  
Purchases of Equity Securities by the Issuer and Affiliated      67  
Taxation of Shares and ADSs      68  
PART V: CORPORATE GOVERNANCE      73  
Management      74  
Corporate Governance      84  
Controls and Procedures      87  
Code of Ethics      89  
Corporate Sustainability Report      89  
PART VI: REGULATION      91  
PART VII: ADDITIONAL INFORMATION      109  
Employees      110  
Legal Proceedings      110  
Principal Accountant Fees and Services      111  
Additional Information      112  
Forward-Looking Statements      113  
Form 20-F Cross Reference Guide      114  
Signatures      117  
PART VIII: CONSOLIDATED FINANCIAL STATEMENTS      119  

 

 


Table of Contents

 

 

     SELECTED FINANCIAL DATA       

 

 

We prepared our audited consolidated financial statements included in this annual report in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The selected financial information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements.

We present our financial statements in Mexican pesos. This annual report contains translations of various peso amounts into U.S. dollars at specified rates solely for your convenience. You should not construe these translations as representations that the peso amounts actually represent the U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, we have translated U.S. dollar amounts from pesos at the exchange rate of Ps.19.6829 to U.S.$1.00, which was the rate reported by Banco de México on December 31, 2018, as published in the Official Gazette of the Federation (Diario Oficial de la Federación, or “Official Gazette”).

We have not included earnings or dividends on a per American Depositary Share (“ADS”) basis. Each L Share ADS represents 20 L Shares and each A Share ADS represents 20 A Shares.

 

 

 

 

 

2


Table of Contents

 

 

  

 

 

 

 

 

 

 

FOR THE YEAR ENDED DECEMBER 31,(1)

 

 

 
   

 

2014

   

 

2015

   

 

2016

   

 

2017

   

 

2018

   

 

2018

 
    

 

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

 

   

 

(in millions of

U.S. dollars,
except share
and per share

amounts)

 
 
STATEMENT OF COMPREHENSIVE INCOME DATA:

 

             
Operating revenues   Ps.         848,580     Ps.         893,738     Ps.         975,412     Ps. 1,021,634     Ps. 1,038,208     U.S.$ 52,747  
             
Operating costs and expenses     692,026       752,325       865,802               921,490               898,651             45,657  
             
Depreciation and amortization     114,994       125,715       148,526       160,175       155,713       7,911  
             
Operating income     156,554       141,413       109,610       100,144       139,557       7,090  
             
Net profit for the year   Ps. 47,498     Ps. 36,961     Ps. 12,079     Ps. 32,155     Ps. 54,517     U.S.$ 2,770  
 
NET PROFIT ATTRIBUTABLE FOR THE YEAR TO:

 

             
Equity holders of the parent   Ps. 46,146     Ps. 35,055     Ps. 8,650     Ps. 29,326     Ps. 52,566     U.S.$ 2,670  
             
Non-controlling interests     1,352       1,906       3,429       2,829       1,951       100  
             
Net profit for the year   Ps. 47,498     Ps. 36,961     Ps. 12,079     Ps. 32,155     Ps. 54,517     U.S.$ 2,770  
 
EARNINGS PER SHARE:

 

             
Basic   Ps. 0.67     Ps. 0.52     Ps. 0.13     Ps. 0.44     Ps. 0.79     U.S.$ 0.04  
             
Diluted   Ps. 0.67     Ps. 0.52     Ps. 0.13     Ps. 0.44     Ps. 0.79     U.S.$ 0.04  
             
Dividends declared per share (2)   Ps. 0.24     Ps. 0.26     Ps. 0.28     Ps. 0.30     Ps. 0.32     U.S.$ 0.02  
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (MILLIONS):

 

             
Basic     69,254       66,869       65,693       65,909       66,055          
             
Diluted     69,254       66,869       65,693       65,909       66,055          
 
BALANCE SHEET DATA:

 

             
Property, plant and equipment, net   Ps. 588,106     Ps. 573,529     Ps. 701,190     Ps. 676,343     Ps. 640,001     U.S.$ 32,516  
             
Total assets     1,278,357       1,296,487       1,515,042       1,486,212       1,429,223       72,613  
             
Short-term debt and current portion of long-term debt     57,806       119,590       82,607       51,746       96,230       4,889  
             
Long-term debt     545,949       563,627       625,194       646,139       542,692       27,572  
             
Capital stock     96,383       96,338       96,338       96,339       96,338       4,895  
             
Total equity     234,639       160,854       271,024       260,634       245,872       12,492  
 
NUMBER OF OUTSTANDING SHARES (MILLIONS):

 

             
AA Shares     23,384       23,384       20,635       20,602       20,602          
             
A Shares     649       625       592       567       546          
             
L Shares     44,120       41,990       44,571       44,901       44,887      
 

(1) As of December 31, 2018, we owned 51.0% of the total outstanding shares of Telekom Austria AG (“Telekom Austria” or “TKA”). We began consolidating Telekom Austria from July 1, 2014. Prior to July 1, 2014, we accounted for Telekom Austria using the equity method, which affects the comparability of our results for 2014 through 2018.

(2) Figures for each year provided represent the annual dividend declared at the general shareholders’ meeting that year. For information on dividends paid per share trans- lated into U.S. dollars, see “Share Ownership and Trading—Dividends” under Part IV of this annual report.

 

  

  

 

3


Table of Contents

LOGO


Table of Contents

LOGO

 


Table of Contents

 

 

     ABOUT AMÉRICA MÓVIL  

 

 

HISTORY AND CORPORATE INFORMATION

América Móvil, S.A.B. de C.V. (“América Móvil,” “we” or the “Company”) is a sociedad anónima bursátil de capital variable organized under the laws of Mexico.

We were established in September 2000 when Teléfonos de México, S.A.B. de C.V. (“Telmex”), a fixed-line Mexican telecommunications operator privatized in 1990, spun off to us its wireless operations in Mexico and other countries. We have made significant acquisitions throughout Latin America, the United States, the Caribbean and Europe, and we have also expanded our businesses organically. In 2010, we acquired control of Telmex and Telmex Internacional, S.A.B. de C.V. (“Telmex Internacional”) in a series of public tender offers.

Our principal executive offices are located at Lago Zurich 245, Plaza Carso / Edificio Telcel, Colonia Ampliación Granada, Miguel Hidalgo, 11529, Mexico City, Mexico. Our telephone number at this location is (5255) 2581-3700.

BUSINESS OVERVIEW

We provide telecommunications services in 25 countries. We are a leading telecommunications services provider in Latin America, ranking first in wireless, fixed-line, broadband and Pay TV services based on the number of revenue generating units (“RGUs”).

Our largest operations are in Mexico and Brazil, which together account for over half of our total RGUs and where we have the largest market share based on RGUs. We also have operations in 16 other countries in the Americas and seven countries in Central and Eastern Europe as of December 31, 2018. For a list of our principal subsidiaries, see note 2 a(ii) to our audited consolidated financial statements and “Additional Information—Exhibit 8.1” under Part VII of this annual report.

We intend to build on our position as leaders in integrated telecommunications services in Latin America and the Caribbean, and to grow in other parts of the world by continuing to expand our subscriber base through the development of our existing businesses and strategic acquisitions when opportunities arise. We have developed world-class integrated telecommunications platforms to offer our customers new services and enhanced communications solutions with higher data speed transmissions at lower prices. We continue investing in our networks to increase coverage and implement new technologies to optimize our network capabilities. See “Operating and Financial Review and Prospects—Overview” under Part II of this annual report for a discussion on the seasonality of our business.

 

 

6

 


Table of Contents

 

 

  

 

 

RECENT DEVELOPMENTS

Acquisition of Nextel Operations in Brazil

In March 2019, we entered into an agreement to acquire 100% of the outstanding shares of Nextel Telecomunicações Ltda. (“Nextel Brazil”) from NII Holdings Inc. (“NII”) and AI Brazil Holdings B.V. for U.S.$905 million. The transaction is subject to the satisfaction of certain customary closing conditions, including the approval of the stockholders of NII and receipt of regulatory and antitrust approvals from Brazilian government authorities. Nextel Brazil provides nationwide mobile telecommunications services.

Acquisition of Telefónica’s Operations in Guatemala and El Salvador

In January 2019, we entered into an agreement to acquire 100% of the outstanding shares of Telefónica Móviles Guatemala, S.A. (“Telefónica Guatemala”) for U.S.$333 million and 99.3% of the outstanding shares of Telefónica Móviles El Salvador, S.A. de C.V. (“Telefónica El Salvador”) for U.S.$315 million. The acquired companies provide mobile and fixed telecommunications services, including voice, data and Pay TV in Guatemala and El Salvador, respectively. The Telefónica Guatemala acquisition was completed on January 24, 2019. The completion of the Telefónica El Salvador acquisition is subject to certain customary closing conditions, including regulatory approval.

 

 

 

7


Table of Contents

LOGO
ABOUT AMERICA MOVIL The following map illustrates the geographic diversity of our operations and certain key performance indicators ("KPIs") as of December 31, 2018. UNITED STATES / TRACFONE Licensed Population 334 Wireless Subscribers 21,688 Revenue Generating Units (RGUs) - Wireless Penetration 126% Wireless operation CENTRAL AMERICA & CARIBBEAN / CLARO Licensed Population 63 Wireless Subscribers 20,250 Revenue Generating Units (RGUs) 9,011 Wireless Penetration 111% Wireless and fixed operations MEXICO / TELCEL TELMEX Licensed Population 125 Wireless Subscribers 75,448 Revenue Generating Units (RGUs) 22,337 Wireless Penetration 95% Wireless and fixed operations ECUADOR / CLARO Licensed Population 17 Wireless Subscribers 8,246 Revenue Generating Units (RGUs) 384 Wireless Penetration 92% Wireless and fixed operations


Table of Contents

LOGO PERU / CLARO Licensed Population 32 Wireless Subscribers 12,098 Revenue Generating Units (RGUs) 1,472 Wireless Penetration 121% Wireless and fixed operations CHILE / CLARO Licensed Population 19 Wireless Subscribers 6,707 Revenue Generating Units (RGUs) 1,424 Wireless Penetration 153% Wireless and fixed operations AUSTRIA & EASTERN EUROPE Licensed Population 41 Wireless Subscribers 21,000 Revenue Generating Units (RGUs) 6,261 Wireless Penetration 145% Wireless operations: Austria, Belarus, Bulgaria, Croatia, Serbia, Slovenia and Macedonia Fixed operations: Austria, Belarus, Bulgaria, Croatia, Slovenia and Macedonia COLOMBIA / CLARO Licensed Population 50 Wireless Subscribers 29,681 Revenue Generating Units (RGUs) 7,171 Wireless Penetration 119% Wireless and fixed operations BRAZIL / CLARO Licensed Population 210 Wireless Subscribers 56,416 Revenue Generating Units (RGUs) 35,285 Wireless Penetration 111% Wireless and fixed operations ARGENTINA, PARAGUAY & URUGUAY / CLARO Licensed Population 55 Wireless Subscribers 24,264 Revenue Generating Units (RGUs) 775 Wireless Penetration 129% Wireless operation: Argentina, Paraguay and Uruguay Fixed operations: Argentina and Paraguay Licensed Population in millions Wireless Subscribers and Revenue Generating Units in thousands


Table of Contents

 

 

       ABOUT AMÉRICA MÓVIL

 

 

KEY PERFORMANCE INDICATORS

We have identified certain KPIs that help measure the performance of our operations. The table of our KPIs below includes the number of our wireless subscribers and our fixed RGUs, which together make up the total RGUs, in the countries where we operate. Wireless subscribers consist of the number of prepaid and postpaid subscribers to our wireless services. Fixed RGUs consist of fixed voice, fixed data and Pay TV units (which include customers of our Pay TV services and, separately, of certain other digital services). The figures below reflect total wireless subscribers and fixed RGUs of all our consolidated subsidiaries, without adjustments to reflect our equity interest, in the following reportable segments:

  Mexico Wireless;
  Mexico Fixed;
  Brazil;
  Colombia;
  Southern Cone (Argentina, Chile, Paraguay and Uruguay);
  Andean Region (Ecuador and Peru);
  Central America (Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama);
  the Caribbean (the Dominican Republic and Puerto Rico);
  the United States; and
  Europe (Austria, Belarus, Bulgaria, Croatia, Macedonia, Serbia and Slovenia).

 

 

 

 

 

AS OF DECEMBER 31,

 

 

    2016       2017       2018  
     (in thousands)  
WIRELESS SUBSCRIBERS:                        
Mexico Wireless     72,953       73,855       75,448  
Brazil     60,171       59,022       56,416  
Colombia     28,954       29,353       29,681  
Southern Cone     30,377       31,076       30,971  
Andean Region     20,801       20,352       20,344  
Central America     15,085       15,927       14,364  
Caribbean     5,453       5,637       5,887  
United States     26,070       23,132       21,688  
Europe     20,708       20,658       21,000  
Total Wireless Subscribers     280,572       279,012       275,798  
FIXED RGUS:                        
Mexico Fixed     22,178       21,851       22,337  
Brazil     36,716       35,904       35,285  
Colombia     6,304       6,753       7,171  
Southern Cone     1,942       2,023       2,199  
Andean Region     1,820       1,765       1,856  
Central America     5,392       5,811       6,465  
Caribbean     2,663       2,700       2,546  
Europe     5,900       6,036       6,261  
Total Fixed RGUs     82,915       82,844       84,120  
Total RGUs     363,488       361,856       359,919  

PRINCIPAL BRANDS

We operate in all of our geographic segments under the Claro brand name, except in Mexico, the United States and Europe, where we principally do business under the brand names listed below.

 

  COUNTRY

 

 

PRINCIPAL

BRANDS

 

 

SERVICES AND

PRODUCTS

 

Mexico

 

 

Telcel

 

 

Wireless voice

Wireless data

   

Telmex Infinitum

 

 

Fixed voice

Fixed data

United States   TracFone   Wireless voice Wireless data
   

Straight Talk

 

Wireless voice

Wireless data

Europe   A1(1)  

Wireless vocie

Wireless data

Fixed voice

Fixed data

Pay TV

 

(1) Since 2017, Telekom Austria has been extending a rollout of the A1 brand to all its regional operating companies.

 

SERVICES AND PRODUCTS

We offer a wide range of services and products that vary by market, including wireless voice, wireless data and value-added services, fixed voice, fixed data, broadband and IT services, Pay TV and over-the-top (“OTT”) services.

Wireless Operations

In 2018, our wireless voice and data operations generated revenues of Ps. 529.2 billion, representing 51.0% of our consolidated revenues. As of December 31, 2018, our wireless operations represented approximately 76.6% of our total RGUs.

Voice and Data

Our wireless subsidiaries provide voice communication services across the countries in which they operate. We offer international roaming services to our wireless subscribers through a network of cellular service providers with which our wireless subsidiaries have entered into international roaming agreements around the world, and who provide GSM, 3G and 4G-LTE roaming services.

 

 

10


Table of Contents

 

The voice and data plans are either “postpaid,” where the customer is billed monthly for the previous month, or “prepaid,” where the customer pays in advance for a specified volume of use over a specified period. Postpaid plans increased as a percentage of the wireless base from 25.3% in December 2017 to 27.5% as of December 31, 2018, while prepaid plans represented 72.5%.

Our wireless voice services are offered under a variety of plans to meet the needs of different market segments. In addition, we often bundle wireless data communications services together with wireless voice services. Our wireless subsidiaries had approximately 276 million wireless voice and data subscribers as of December 31, 2018.

Prepaid customers typically generate lower levels of usage and are often unwilling or financially ineligible to purchase postpaid plans. Our prepaid plans have been instrumental to increase wireless penetration in Latin America and Eastern Europe to levels similar to those of developed markets. Additionally, prepaid plans entail little to no risk of non-payment, as well as lower customer acquisition costs and billing expenses, compared to the average postpaid plan.

In general, our average rates per minute of wireless voice are very competitive for both prepaid and postpaid plans. The rates in 2018 decreased an average of 11.12%, at constant exchange rates relative to 2017. In addition, the plans we offer our retail customers include selective discounts and promotions that reduce the rates our customers pay.

Value-Added Services

As part of our wireless data business, our subsidiaries offer value-added services that include Internet access, messaging and other wireless entertainment and corporate services through GSM/EDGE, 3G and 4G LTE networks. Internet services include roaming capability and wireless Internet connectivity for feature phones, smartphones, tablets and laptops, including data transmission, e-mail services, instant messaging, content streaming and interactive applications. For example, in Mexico, our website for our wireless services (www.telcel.com) through

Radiomóvil Dipsa, S.A. de C.V (“Telcel”), offers a wide range of services and content such as video, music, games and other applications, which our subscribers can access from mobile devices. In addition, we offer other wireless services, including wireless security services, mobile payment solutions, machine-to-machine services, mobile banking, virtual private network (“VPN”) services, video calls and Personal Communications Service (“PCS”).

Fixed Operations

In 2018, our fixed voice, data, broadband and IT solutions had revenues of Ps.222.6 billion, representing 21.4% of our consolidated revenues. As of December 31, 2018, our fixed operations represented approximately 23.4% of our total RGUs, compared to 22.9% as of December 31, 2017.

Voice

Our fixed voice services include local, domestic and international long-distance and public telephone services, under a variety of plans to meet the needs of different market segments, specifically tailored to our residential and corporate clients.

Data

We offer data services, including data centers, data administration and hosting services to our residential and corporate clients under a variety of plans.

Broadband

We provide residential broadband access through hybrid fiber-coaxial (“HFC”) or fiber-optic cable. These services are typically bundled with voice services and are competitively priced as a function of the desired or available speed. As a complement to these services, we offer a number of products such as home networking and smart home services.

 

 

11


Table of Contents

 

 

  ABOUT AMÉRICA MÓVIL

 

 

IT Solutions

Our subsidiaries provide a number of different IT solutions for small businesses and large corporations. We also provide specific solutions to the industrial, financial, government and tourism sectors, among others.

Pay TV

We offer Pay TV through cable and satellite TV subscriptions to both retail and corporate customers under a variety of plans. As of December 31, 2018, we had approximately 21.5 million Pay TV RGUs, a decrease of approximately 88.2 thousand Pay TV RGUs from the prior year.

Equipment, Accessories and Computer Sales

Equipment, accessories and computer sales revenues primarily include revenues from the sale of handsets, accessories and other equipment.

Other Services

Other services include revenues from other businesses, such as telephone directories, call center services, wireless security services, advertising, media and software development services.

OTT Services

We sell video, audio and other media content that is delivered through the internet directly from the content provider to the viewer or end user. Our most important service is ClaroVideo, an on-demand internet streaming video provider with more than 25,000 content titles sold across all the Latin American and Caribbean markets in which we operate. We offer bundled packages of ClaroVideo, which may include:

 

  Subscription video on demand, providing unlimited access to a catalogue of over 15,000 titles for a fixed monthly subscription fee;

 

  Transactional video on demand and electronic sell-through, offering the option to rent or buy new content releases; and

 

  Add-on services such as subscription and other OTT services through a platform payment system, including access to FOX, HBO and Noggin.

We also offer an advertised and unlimited music streaming and downloading service in 16 countries in Latin America and Europe through ClaroMúsica, with access to more than 50,000 titles across all music genres.

Services and Products by Country

The following table is a summary of our principal services rendered and products produced as of December 31, 2018 in the countries in which we operate.

 

 

12


Table of Contents

 

 

   

WIRELESS VOICE,

DATA AND VALUE
ADDED SERVICES
(1)

 

 

FIXED VOICE,
BROADBAND, DATA
AND IT SERVICES
(2)

 

  PAY TV   OTT SERVICES(3)
         
Argentina        
         
Austria        
         
Belarus        
         
Brazil        
         
Bulgaria        
         
Chile        
         
Colombia        
         
Costa Rica        
         
Croatia        
         
Dominican Republic        
         
Ecuador        
         
El Salvador        
         
Guatemala        
         
Honduras        
         
Macedonia          
         
Mexico           (4) 
              
Nicaragua        
         
Panama        
         
Paraguay        
         
Peru        
         
Puerto Rico        
         
Serbia              
         
Slovenia        
         
Uruguay            
         
United States              
 

(1) Includes voice communication and international roaming services, interconnection and termination services, SMS, MMS, e-mail, mobile browsing, entertainment and gaming applications.

(2) Includes local calls, national and international long-distance.

(3) Includes ClaroVideo and ClaroMúsica.

(4) Services provided by non-concessionaire subsidiaries.

 

 

13


Table of Contents

 

 

  OUR NETWORKS  

 

 

Our networks are one of our main competitive advantages. Today, we own and operate one of the largest integrated platforms based on our covered population across 17 countries in Latin America and are in the process of expanding our network in Europe.

INFRASTRUCTURE

For the year ended December 31, 2018, our capital expenditures totaled Ps.151.8 billion, which allowed us to increase our network, to expand our capacity and to upgrade our systems to operate with the latest technologies. With fully convergent platforms, we are able to deliver high-quality voice, video and data products.

As of December 31, 2018, the main components of our infrastructure were comprised of:

 

  Base stations: 241,990 base stations with 2G, 3G and 4G technologies (of which approximately 65% are equipped with 3G and 4G capabilities) across Latin America and Europe.

 

  Fiber-optic network: More than 859 thousand km. Our network passed approximately 75 million homes.

 

  Submarine cable system: Capacity of more than 189 thousand km in submarine cable, including the AMX-1 submarine cable that extends 17,500 km and connects the United States to Central and South America with 11 landing points and provides international connectivity to all of our subsidiaries in these geographic areas.

 

  Satellites: Six. Star One S.A. (“Star One”) has the most extensive satellite system in Latin America, with a fleet that covers the United States, Mexico, Central America and South America. We use these satellites to supply capacity for DTH services for Claro TV throughout Brazil and in other DTH Operations, as well as cellular backhaul, video
   

broadcast and corporate data networks. In 2015 and 2016, we launched the Star One D1 and the Star One C4 to replace two limited capacity satellites.

 

  Data centers: 27. We use our data centers to manage a number of cloud solutions, such as Infrastructure as a Service (“IAAS”), Software as a Service (“SAAS”), security solutions and unified communications.

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

TECHNOLOGY

Our primary wireless networks use GSM/EDGE, 3G and 4G LTE technologies, which we offer in most of the countries where we operate. We aim to increase the speed of transmission of our data services and have been expanding our 3G and 4G LTE coverage. In 2018, we rolled out our 4.5G coverage in most of our operations.

We transmit wireless calls and data through radio frequencies that we use under spectrum licenses. Spectrum is a limited resource, and, as a result, we may face spectrum and capacity constraints on our wireless network. We continue to invest significant capital in expanding our network capacity and reach and to address spectrum and capacity constraints on a market-by-market basis. In 2018, we spent Ps.4.2 billion on the acquisition of spectrum licenses, mainly in Paraguay and Argentina.

The table below presents a summary of the population covered by our network, by country, as of December 31, 2018.

 

 

14

 


Table of Contents

 

 

  

 

 

 

GENERATION TECHNOLOGY

 

    

 

GSM

 

    

 

UMTS

 

    

 

LTE

 

 

    

(% of covered population)

 
       

Argentina

    

 

98

 

    

 

91

 

    

 

88

 

       

Austria

    

 

100

 

    

 

98

 

    

 

98

 

       

Belarus

    

 

99

 

    

 

99

 

    

 

 

       

Brazil

    

 

93

 

    

 

94

 

    

 

81

 

       

Bulgaria

    

 

100

 

    

 

100

 

    

 

99

 

       

Chile

    

 

99

 

    

 

97

 

    

 

94

 

       

Colombia

    

 

92

 

    

 

79

 

    

 

61

 

       

Costa Rica

    

 

74

 

    

 

80

 

    

 

40

 

       

Croatia

    

 

99

 

    

 

99

 

    

 

99

 

       

Dominican Republic

    

 

100

 

    

 

99

 

    

 

94

 

       

Ecuador

    

 

96

 

    

 

76

 

    

 

59

 

       

El Salvador

    

 

91

 

    

 

82

 

    

 

64

 

       

Guatemala

    

 

89

 

    

 

81

 

    

 

62

 

       

Honduras

    

 

86

 

    

 

81

 

    

 

52

 

       

Macedonia

    

 

100

 

    

 

100

 

    

 

99

 

       

Mexico

    

 

93

 

    

 

94

 

    

 

86

 

       

Nicaragua

    

 

85

 

    

 

80

 

    

 

46

 

       

Panama

    

 

84

 

    

 

84

 

    

 

67

 

       

Paraguay

    

 

76

 

    

 

73

 

    

 

53

 

       

Peru

    

 

87

 

    

 

80

 

    

 

73

 

       

Puerto Rico

    

 

80

 

    

 

96

 

    

 

86

 

       

Serbia

    

 

99

 

    

 

98

 

    

 

98

 

       

Slovenia

    

 

100

 

    

 

100

 

    

 

99

 

       

Uruguay

    

 

96

 

    

 

91

 

    

 

80

 

 

15


Table of Contents

 

  OUR COMPETITORS  

 

 

We operate in an intensely competitive industry. Competitive factors within our industry include pricing, brand recognition, service and product offerings, customer experience, network coverage and quality, development and deployment of technologies, availability of additional spectrum licenses and regulatory developments.

Our principal competitors differ, depending on the geographical market and the types of service we offer. We compete against other providers, of wireless, broadband and Pay TV that operate on a multi-national level, such as AT&T Inc., Teléfonica and Millicom, as well as various providers that operate on a nationwide level, such as Telecom Argentina and TIM. Competition remains intense as a result of saturation in the fixed and wireless

market, increased network investment by our competitors, the development and deployment of new technologies, the introduction of new products and services, new market entrants, the availability of additional spectrum, both licensed and unlicensed, and regulatory changes.

The effects of competition on our subsidiaries depend, in part, on the size, service offerings, financial strength and business strategies of their competitors, regulatory developments and the general economic and business climate in the countries in which they operate, including demand growth, interest rates, inflation and exchange rates. The effects could include loss of market share and pressure to reduce rates. See “Regulation” under Part VI and “Risk Factors” under Part III of this annual report.

 

 

 

 

  ACQUISITIONS, OTHER

  INVESTMENTS AND DIVESTITURES  

 

 

Geographic diversification has been a key to our financial success, as it has provided for greater stability in our cash flow and profitability and has contributed to our strong credit ratings. In recent years, we have been evaluating the expansion of our operations to regions outside of Latin America. We believe that Europe and other areas beyond Latin America present opportunities for investment in the telecommunications sector that could benefit us and our shareholders over the long term.

We continue to seek investment opportunities in telecommunications and related companies worldwide, including in markets where we are already present, and we often have several possible acquisitions under consideration. We can give no assurance as to the extent, timing or cost of such investments.

We may pursue opportunities in Latin America or in other areas in the world. Some of the assets that we acquire may require significant funding for capital expenditures.

We continue to make incremental acquisitions in areas that we consider accretive to our existing operations. For additional information on our acquisitions and investments, see Recent Developments above and note 12 to our audited consolidated financial statements included in this annual report.

 

 

16

 


Table of Contents

 

 

  MARKETING, SALES AND DISTRIBUTION,     

  CUSTOMER SERVICES     

 

 

MARKETING

We advertise our services and products through different channels with consistent and distinct branding and targeted marketing. We advertise via print, radio, television, digital media, sports event sponsorships and other outdoor advertising campaigns. In 2018, our efforts were mainly focused on promoting our 4.5G LTE services, leveraging the speed and quality of our networks and our fixed bundled offers, which compete on broadband speed and premium content.

We build on the strength of our well-recognized brand names to increase consumer awareness and customer loyalty. Building brand recognition is crucial for our business, and we have managed to position our brands as those of a premium carrier in most countries where we operate. For example, Claro is the most valuable telecom brand in the Latin America region, according to the Telecoms 300 2018 report by Brand Finance. BrandZ’s Top 50 Most Valuable Latin American Brands 2018 list ranked Telcel among the top-ten brands in Latin America. In the same year, BrandZ also named Telcel and Telmex as the highest recognized telecom brands in Mexico, and Telcel and Claro as two of the highest-ranked telecom brands in Latin America. In addition, Embratel and NET, our brands in Brazil, are among the top fifteen most valuable brands in the country. A 2018 study by Austrian Brand Monitor found that

A1, the brand name behind Telekom Austria, ranked number one in the Austrian telecommunications market for brand awareness, as well as for brand perception as a premium brand.

SALES AND DISTRIBUTION

Our extensive sales and distribution channels help us attract new customers and develop new business opportunities. We primarily sell our services and products through a network of retailers and service centers for retail customers and a dedicated sales force for corporate customers, with more than 450,000 points of sale and almost 2,800 customer service centers. Our subsidiaries also sell their services and products online.

CUSTOMER SERVICES

We give priority to providing our customers with quality customer care and support, with approximately 120,000 employees dedicated to customer service. We focus our efforts on constantly improving our customers’ experience by leveraging our commercial offerings and our sales and distribution networks. Customers may make inquiries by calling a toll-free telephone number, accessing our subsidiaries’ web sites and social media accounts or visiting one of the customer sales and service centers located throughout the countries we serve.

 

 

    

 

 


 

17

 


Table of Contents

LOGO


Table of Contents

LOGO

PART II OPERATING AND FINANCIAL REVIEW AND PROSPECTS


Table of Contents

 

 

  OVERVIEW  

 

 

INTRODUCTION

Segments

We have operations in 25 countries, which are aggregated for financial reporting purposes into ten reportable segments. Our operations in Mexico are presented in two segments—Mexico Wireless and Mexico Fixed, which consist principally of Telcel and Telmex, respectively. Our headquarters operations are allocated to the Mexico Wireless segment. Financial information about our segments is presented in note 22 to our audited consolidated financial statements included in this annual report.

The factors that drive our financial performance differ in the various countries where we operate, including subscriber acquisition costs, the competitive landscape, the regulatory environment, economic factors and interconnection rates, among others. Accordingly, our results of operations in each period reflect a combination of these effects on our different segments.

Constant Currency Presentation

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

Effects of Exchange Rates

Our results of operations are affected by changes in currency exchange rates. In 2018 compared to 2017, the Mexican peso was stronger against some of our operating currencies (including the Brazilian Real and the Argentine Peso) and weaker against others (including the U.S. Dollar and the Euro).

Since most of our debt is issued by América Móvil out of Mexico, to the extent that our functional currency, the Mexican peso, appreciates or depreciates against the currencies in which our indebtedness is denominated, we

may incur foreign exchange gains or losses that are recorded as other comprehensive income in our consolidated statements of financial position.

Changes in exchange rates also affect the fair value of derivative financial instruments that we use to manage our currency-risk exposure, which are generally not accounted for as hedging instruments. In 2018, the Mexican peso and the Brazilian real weakened against the currencies in which most of our indebtedness is denominated. We recorded net foreign exchange losses of Ps.7.3 billion and net fair value losses on derivatives of Ps.4.7 billion. In 2017, the Mexican peso and the Brazilian real weakened against the currencies in which most of our indebtedness is denominated. We recorded net foreign exchange losses of Ps.13.8 billion, partially offset by net fair value gains on derivatives of Ps.8.2 billion. See note 7 to our audited consolidated financial statements included in this annual report.

Recent Changes in Accounting Standards

We adopted IFRS 15 on revenue recognition for the first time in 2018 using the modified retrospective method, which does not require us to restate our financial information from prior periods. The impact of applying IFRS 15 to our audited consolidated financial statements in 2018 was not significant, see note 2 i) to our audited consolidated financial statements included in this annual report.

We have adopted IFRS 16 on leasing as of January 1, 2019 using the modified retrospective method. The implementation of IFRS 16 will have a significant impact on our consolidated statements of financial position by requiring that we recognize right-of-use assets and lease liabilities. In our consolidated statements of comprehensive income, we expect the impact of the new standard will be to increase interest expense and depreciation while reducing other operating costs, without a significant impact on net income. The future impact of IFRS 16 on our results of operations will depend not only on the lease agreements in effect at the time of adoption but also on any new lease agreements. For more information, see note 23 to our audited consolidated financial statements included in this annual report.

Effects of Regulation

We operate in a regulated industry. Our results of operations and financial condition have been, and will continue to be, affected by regulatory actions and changes. Significant regulatory developments are presented in more detail in “Regulation” under Part VI and “Risk Factors” under Part III of this annual report.

 

 

20

 


Table of Contents

 

 

  COMPOSITION OF OPERATING REVENUES 

 

 

In 2018, our total operating revenues were Ps.1,038.2 billion.

Revenues from wireless and fixed voice services primarily include charges from monthly subscriptions, usage charges billed to customers and usage charges billed to other service providers for calls completed on our network. The primary drivers of revenues from monthly subscription charges are the number of total RGUs and the prices of our service packages. The primary driver of revenues from usage charges (airtime, international and long-distance calls and interconnection costs) is traffic, which is represented by the number of total RGUs and their average usage.

Revenues from wireless and fixed data services primarily include charges for data, cloud, internet and OTT services and the usage from our data centers. In addition, revenues from value-added services and IT solutions to corporate clients contribute to our results for wireless and fixed data services, respectively. Revenues from IT solutions to our corporate clients mainly consist of revenues from installing and leasing dedicated links and revenues from VPN services.

Pay TV revenues consist primarily of charges from subscription services, additional programming, including on-demand programming, and advertising.

Equipment, accessories and computer sales revenues primarily include revenues from the sale of handsets, accessories and other equipment such as office equipment, household appliances and electronics. Most of our sales in handsets are driven by the number of new customers and contract renewals.

Other services primarily include revenues from other businesses, such as advertising and news companies, entertainment content distribution, telephone directories, call center services, wireless security services, network infrastructure services and a software development company.

Seasonality of our Business

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

General Trends Affecting Operating Results

Our results of operations in 2018 reflected several continuing long-term trends, including:

 

  intense competition, with growing costs for marketing and subscriber acquisition and retention, as well as declining customer prices;

 

  changes in the telecommunications regulatory environment;

 

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

 

  declining demand for voice services; and

 

  growing operating costs reflecting, among other things, higher costs for Pay TV, customer care services and managing larger and more complex networks.

These trends are broadly characteristic of our businesses in all regions in recent years, and they have affected comparable telecommunications providers as well. Our performance in recent years has also been affected by ongoing regulatory changes in Mexico.

 

 

21

 


Table of Contents

 

 

  RESULTS OF OPERATIONS  

 

 

CONSOLIDATED RESULTS OF OPERATIONS FOR 2018 AND 2017

Operating Revenues

Total operating revenues for 2018 increased by 1.6%, or Ps.16.6 billion, over 2017. At constant exchange rates, total operating revenues for 2018 increased by 3.5% over 2017. This increase principally reflects increases in revenues from our mobile and fixed data services, and equipment, accessories and computer sales operations, which were partially offset by a decrease in revenues from our mobile and fixed voice services.

REVENUES SERVICES. Revenues services for 2018 decreased by 1.7%, or Ps.14.8 billion, over 2017. At constant exchange rates, revenues services for 2018 increased by 0.5% over 2017. This increase principally reflects increases in revenues from our mobile voice and fixed and mobile data services, which were partially offset by a decrease in revenues from our fixed voice services.

SALES OF EQUIPMENT, ACCESSORIES AND COMPUTERS. Sales of equipment, accessories and computer sales revenues for 2018 increased by 21.9%, or Ps.31.3 billion, over 2017. At constant exchange rates, revenues from sales of equipment, accessories and computer sales for 2018 increased by 22.1% over 2017. This increase principally reflects higher sales of data-enabled devices and accesories.

Operating Costs and Expenses

COST OF SALES. Cost of sales was Ps.180.0 billion for 2018, an increase of 5.8% from Ps.170.2 billion in 2017. At constant exchange rates, cost of sales for 2018 increased by 5.5% over 2017. This increase principally reflects sales of higher-end smartphones provided to our postpaid subscribers and an increase in handset financing plans.

COST OF SERVICES. Cost of services was Ps.328.8 billion for 2018, an increase of 0.8% from Ps.326.2 billion in 2017. At constant exchange rates, cost of services for 2018 increased by 2.8% over 2017. This increase principally reflects an increase in costs related to network operations, including energy and leasing tower sites, third-party technical and IT services, as well as TV content acquisition, which was partially offset by our coporate cost-savings program.

COMMERCIAL, ADMINISTRATIVE AND GENERAL EXPENSES. Commercial, administrative and general expenses for 2018 decreased by 5.6%, or Ps.13.4 billion, over 2017. As a percentage of operating revenues, commercial, administrative and general expenses were 21.9% for 2018, as compared to 23.6% for 2017. At constant exchange rates, commercial, administrative and general expenses for 2018 decreased by 3.8% over 2017. This decrease principally reflects a decrease in costs related to customer services, systems development and local taxes.

OTHER EXPENSES. Other expenses for 2018 decreased by Ps.17.4 billion over 2017, principally reflecting the payment in 2017 of an arbitration award granted in Colombia.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization for 2018 decreased by 2.8%, or Ps.4.5 billion, over 2017. As a percentage of operating revenues, depreciation and amortization was 15.0% for 2018, as compared to 15.7% for 2017. At constant exchange rates, depreciation and amortization for 2018 decreased by 1.8% over 2017.

Operating Income

Operating income for 2018 increased by 39.4%, or Ps.39.4 billion, over 2017. Operating margin (operating income as a percentage of operating revenues) was 13.4% for 2018, as compared to 9.8% for 2017.

Non-Operating Items

NET INTEREST EXPENSE. Net interest expense (interest expense less interest income) for 2018 decreased by 22.8%, or Ps.6.3 billion, over 2017. This decrease principally reflects the favorable resolution of certain tax contingencies.

FOREIGN CURRENCY EXCHANGE LOSS, NET. We recorded a net foreign currency exchange loss of Ps.7.3 billion for 2018, compared to our net foreign currency exchange loss of Ps.13.8 billion for 2017. The loss principally reflects the depreciation of some of the currencies in which our indebtedness is denominated, particularly the Euro and the pound sterling.

VALUATION OF DERIVATIVES, INTEREST COST FROM LABOR OBLIGATIONS AND OTHER FINANCIAL ITEMS, NET. We recorded a loss of Ps.10.2 billion for 2018 on the

 

 

22

 


Table of Contents

 

 

  

 

 

valuation of derivatives, interest cost from labor obligations and other financial items, net, compared to a loss of Ps.1.9 billion for 2017. The loss in 2018 principally reflects a derivatives loss, which was partially offset by gains in our monetary position.

INCOME TAX. Our income tax expense for 2018 increased by 86.3%, or Ps.21.5 billion, over 2017. This increase principally reflects higher pretax income due to a smaller foreign exchange loss in 2018 compared to 2017.

Our effective corporate income tax rate as a percentage of profit before income tax was 46.0% for 2018, compared to 43.7% for 2017. This rate differed from the Mexican statutory rate of 30% and changed year over year principally as a result of changes in permanent items such as local tax inflation effects and other impacts of non-taxable items.

Net Profit

We recorded a net profit of Ps.54.5 billion for 2018, an increase of 69.5%, or Ps.22.4 billion, over 2017.

CONSOLIDATED RESULTS OF OPERATIONS FOR 2017 AND 2016

Operating Revenues

Total operating revenues for 2017 increased by 4.7%, or Ps.46.2 billion, over 2016. At constant exchange rates, total operating revenues for 2017 increased by 2.0% over 2016. This increase principally reflects increases in revenues from our mobile data, fixed data and Pay TV operations, which were partially offset by a decrease in revenues from our mobile voice and fixed voice operations.

MOBILE VOICE. Mobile voice revenues for 2017 decreased by 8.5%, or Ps.20.6 billion, over 2016. At constant exchange rates, mobile voice revenues for 2017 decreased by 10.8% over 2016. This decrease principally reflects reduced interconnection rates and traffic in international and domestic long-distance calls, which was driven by higher data usage due to the growing use of social networking platforms.

FIXED VOICE. Fixed voice revenues for 2017 decreased by 5.7%, or Ps.5.4 billion, over 2016. At constant exchange rates, fixed voice revenues for 2017 decreased by 9.1% over

2016. This decrease principally reflects reduced interconnection rates and traffic in international and domestic long-distance calls, which was driven by the growing use of wireless technology and broadband voice services, such as WiFi calling.

MOBILE DATA. Mobile data revenues for 2017 increased by 20.1%, or Ps.51.6 billion, over 2016. At constant exchange rates, mobile data revenues for 2017 increased by 18.8% over 2016. This increase principally reflects the increased use of mobile data services, such as media and content downloading, web browsing, content streaming and machine-to-machine services, which was driven in part by the growing use of social networking apps and content downloading on tablets and notebooks.

FIXED DATA. Fixed data revenues for 2017 increased by 10.3%, or Ps.13.0 billion, over 2016. At constant exchange rates, fixed data revenues for 2017 increased by 5.9% over 2016. This increase principally reflects the growth in residential broadband services and corporate data services, such as cloud, dedicated links and data center services.

PAY TV. Pay TV revenues for 2017 increased by 11.0%, or Ps.8.6 billion, over 2016. At constant exchange rates, Pay TV revenues for 2017 increased by 2.3% over 2016. This increase principally reflects growth in our subscriber base and higher revenues driven by the cross-marketing of bundled packages and new TV channel packages, particularly in Colombia, Central America and the Caribbean.

EQUIPMENT, ACCESSORIES AND COMPUTER SALES. Equipment, accessories and computer sales revenues for 2017 decreased by 0.2%, or Ps.0.3 billion, over 2016. At constant exchange rates, revenues from equipment, accessories and computer sales for 2017 decreased by 0.7% over 2016. This decrease principally reflects lower sales of higher-end smartphones, other data-enabled devices and tablets, which were partially offset by higher sales of lower-end smartphones due to subsidies provided to our postpaid subscribers and handset financing plans.

OTHER SERVICES. Revenues from other services for 2017 decreased by 2.1%, or Ps.0.7 billion, over 2016. At constant exchange rates, revenues from other services for 2017 decreased by 5.0% over 2016. This decrease principally

 

 

23


Table of Contents

 

 

  RESULTS OF OPERATIONS

 

 

reflects lower revenues from advertising and media services, online content, wireless security services, telephone directories and call center services.

Operating Costs and Expenses

COST OF SALES AND SERVICES. Cost of sales and services for 2017 increased by 2.3%, or Ps.11.3 billion, over 2016, representing 48.6% of operating revenues for 2017, as compared to 49.7% of operating revenues for 2016. At constant exchange rates, cost of sales and services for 2017 decreased by 0.2% over 2016.

Cost of sales was Ps.170.2 billion for 2017, a decrease of 1.4% from Ps.172.5 billion in 2016. This decrease principally reflects higher sales of lower-end smartphones, which were driven by subsidies provided to our postpaid subscribers and an increase in handset financing plans, and improvements in the inventory management of our handsets.

Cost of services was Ps.326.2 billion for 2017, an increase of 4.4% from Ps.312.6 billion in 2016. This increase principally reflects an increase in costs related to network operations, including energy and leasing tower sites, third-party technical and IT services, as well as TV content acquisition.

COMMERCIAL, ADMINISTRATIVE AND GENERAL EXPENSES. Commercial, administrative and general expenses for 2017 increased by 5.5%, or Ps.12.5 billion, over 2016. As a percentage of operating revenues, commercial, administrative and general expenses were 23.6% for 2017, as compared to 23.4% for 2016. At constant exchange rates, commercial, administrative and general expenses for 2017 increased by 2.2% over 2016. This increase principally reflects an increase in costs related to customer services, allowance for doubtful accounts, systems development and local taxes.

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

OTHER EXPENSES. Other expenses for 2017 increased by Ps.20.2 billion over 2016, principally reflecting the payment

of an arbitration award granted in Colombia. For further information on this arbitration proceeding, see note 16 to our audited consolidated financial statements included in this annual report.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization for 2017 increased by 7.8%, or Ps.11.6 billion, over 2016. As a percentage of operating revenues, depreciation and amortization was 15.7% for 2017, as compared to 15.2% for 2016. At constant exchange rates, depreciation and amortization for 2017 increased by 3.4% over 2016. This increase principally reflects investments in our networks and the acceleration of amortizing the costs of various brands of Telekom Austria.

Operating Income

Operating income for 2017 decreased by 8.6%, or Ps.9.5 billion, over 2016. Operating margin (operating income as a percentage of operating revenues) was 9.8% for 2017, as compared to 11.2% for 2016. Excluding the effects of the approximately U.S.$1.0 billion arbitration payment in Colombia, operating income increased by 8.3%, or Ps.9.1 billion, over 2016.

Non-Operating Items

NET INTEREST EXPENSE. Net interest expense (interest expense less interest income) for 2017 decreased by 7.7%, or Ps.2.3 billion, over 2016. This decrease principally reflects lower interest expense due to the amortization of debt during this period.

FOREIGN CURRENCY EXCHANGE LOSS, NET. We recorded a net foreign currency exchange loss of Ps.13.8 billion for 2017, compared to our net foreign currency exchange loss of Ps.40.4 billion for 2016. The loss in both periods principally reflects the appreciation of some of the currencies in which our indebtedness is denominated, particularly the U.S. dollar, the Euro and the pound sterling.

VALUATION OF DERIVATIVES, INTEREST COST FROM LABOR OBLIGATIONS AND OTHER FINANCIAL ITEMS, NET. We recorded a loss of Ps.1.9 billion for 2017 on the valuation of derivatives, interest cost from labor obligations and other financial items, net, compared to a loss of Ps.16.2 billion for 2016. The net loss in 2017 principally reflects the interest cost of labor obligations, which was partially offset by a gain in valuation of derivatives.

 

 

24


Table of Contents

 

 

  

 

 

EQUITY INTEREST IN NET INCOME OF ASSOCIATED COMPANIES. Our share of the net income of associated companies accounted for under the equity method was Ps.0.1 billion in 2017, as compared to Ps.0.2 billion for 2016.

INCOME TAX. Our income tax expense for 2017 increased by 118.8%, or Ps.13.5 billion, over 2016. This increase principally reflects the effect of a smaller foreign exchange loss than the one observed in 2016.

Our effective corporate income tax rate as a percentage of profit before income tax was 43.7% for 2017, compared to

48.6% for 2016. This rate differed from the Mexican statutory rate of 30% and changed year over year principally as a result of changes in permanent items such as the valuation of derivatives and other impacts of non-taxable items. We are evaluating the impact of the U.S. income tax reform on our U.S. operations, but we do not expect a material impact on our effective corporate income tax rate.

Net Profit

We recorded a net profit of Ps.32.2 billion for 2017, an increase of 166.2%, or Ps.20.1 billion, over 2016.

 

 

25


Table of Contents

 

 

  RESULTS OF OPERATIONS

 

 

SEGMENT RESULTS OF OPERATIONS

We discuss below the operating results of each reportable segment. Notes 2 z) and 22 to our audited consolidated financial statements describe how we translate the financial statements of our non-Mexican subsidiaries. Exchange rate changes between the Mexican peso and the currencies in which our subsidiaries operate affect our reported results in Mexican pesos and the comparability of reported results between periods.

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

 

MEXICAN PESOS PER FOREIGN CURRENCY UNIT (AVERAGE FOR THE PERIOD)

 
         

2016/2017

         

2017/2018

       
    

2016

   

% CHANGE

   

2017

   

% CHANGE

   

2018

 
           

Brazilian real

 

 

5.3868

 

 

 

10.2

 

 

 

5.9346

 

 

 

(10.8

 

 

5.2937

 

           

Colombian peso

 

 

0.0061

 

 

 

4.9

 

 

 

0.0064

 

 

 

1.6

 

 

 

0.0065

 

           

Argentine peso

 

 

1.2632

 

 

 

(9.0

 

 

1.1489

 

 

 

(36.4

 

 

0.7311

 

           

U.S. dollar

 

 

18.6529

 

 

 

1.5

 

 

 

18.9400

 

 

 

1.6

 

 

 

19.2397

 

           

Euro

 

 

20.6334

 

 

 

3.5

 

 

 

21.3649

 

 

 

6.3

 

 

 

22.7101

 

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

 

YEAR ENDED DECEMBER 31, 2018

 
   

OPERATING REVENUES

   

OPERATING INCOME

 
    

(in millions of
Mexican pesos)

 

   

 

(as a % of total
operating revenues)

 

   

(in millions of
Mexican pesos)

 

   

 

(as a % of total
operating income)

 

 
         

Mexico Wireless

 

Ps.

224,557

 

 

 

21.6

 

Ps.

57,451

 

 

 

41.2

         

Mexico Fixed

 

 

96,081

 

 

 

9.3

 

 

 

8,086

 

 

 

5.8

 

         

Brazil

 

 

193,306

 

 

 

18.6

 

 

 

23,495

 

 

 

16.8

 

         

Colombia

 

 

75,805

 

 

 

7.3

 

 

 

14,389

 

 

 

10.3

 

         

Southern Cone

 

 

102,350

 

 

 

9.9

 

 

 

16,976

 

 

 

12.2

 

         

Andean Region

 

 

55,787

 

 

 

5.4

 

 

 

5,004

 

 

 

3.6

 

         

Central America

 

 

45,033

 

 

 

4.3

 

 

 

4,868

 

 

 

3.5

 

         

United States

 

 

153,266

 

 

 

14.8

 

 

 

2,665

 

 

 

1.9

 

         

Caribbean

 

 

36,640

 

 

 

3.5

 

 

 

5,812

 

 

 

4.2

 

         

Europe

 

 

100,716

 

 

 

9.7

 

 

 

4,732

 

 

 

3.4

 

         

Eliminations

 

 

(45,333

 

 

(4.4

 

 

(3,921

 

 

(2.9

         

Total

 

Ps.

        1,038,208

 

 

 

100.0

 

Ps.

        139,557

 

 

 

100.0

 

26


Table of Contents

 

 

  

 

 

 

YEAR ENDED DECEMBER 31, 2017

 
   

OPERATING REVENUES

   

OPERATING INCOME

 
    

(in millions of
Mexican pesos)

 

   

 

(as a % of total
operating revenues)

 

   

(in millions of
Mexican pesos)

 

   

 

(as a % of total
operating income)

 

 
         

Mexico Wireless

 

Ps.

206,771

 

 

 

20.2

 

Ps.

50,666

 

 

 

50.6

         

Mexico Fixed

 

 

98,485

 

 

 

9.6

 

 

 

7,922

 

 

 

7.9

 

         

Brazil

 

 

215,322

 

 

 

21.1

 

 

 

11,601

 

 

 

11.6

 

         

Colombia

 

 

72,740

 

 

 

7.1

 

 

 

(4,704

 

 

(4.7

         

Southern Cone

 

 

82,344

 

 

 

8.1

 

 

 

11,676

 

 

 

11.7

 

         

Andean Region

 

 

56,571

 

 

 

5.5

 

 

 

5,650

 

 

 

5.6

 

         

Central America

 

 

44,282

 

 

 

4.3

 

 

 

5,252

 

 

 

5.2

 

         

United States

 

 

148,590

 

 

 

14.5

 

 

 

2,915

 

 

 

2.9

 

         

Caribbean

 

 

35,215

 

 

 

3.4

 

 

 

4,752

 

 

 

4.7

 

         

Europe

 

 

93,644

 

 

 

9.2

 

 

 

4,524

 

 

 

4.5

 

         

Eliminations

 

 

(32,330

 

 

(3.0

 

 

(111

 

 

(0.0

         

Total

 

Ps.

    1,021,634

 

 

 

100.0

 

Ps.

    100,143

 

 

 

100.0

 

YEAR ENDED DECEMBER 31, 2016

 
   

OPERATING REVENUES

   

OPERATING INCOME

 
    

(in millions of
Mexican pesos)

 

   

 

(as a % of total
operating revenues)

 

   

(in millions of
Mexican pesos)

 

   

 

(as a % of total
operating income)

 

 
         

Mexico Wireless

 

Ps.

203,567

 

 

 

20.9

 

Ps.

48,220

 

 

 

44.0

         

Mexico Fixed

 

 

102,216

 

 

 

10.5

 

 

 

12,276

 

 

 

11.2

 

         

Brazil

 

 

197,357

 

 

 

20.2

 

 

 

6,325

 

 

 

5.8

 

         

Colombia

 

 

67,589

 

 

 

6.9

 

 

 

11,210

 

 

 

10.2

 

         

Southern Cone

 

 

72,330

 

 

 

7.4

 

 

 

8,317

 

 

 

7.6

 

         

Andean Region

 

 

56,131

 

 

 

5.8

 

 

 

6,087

 

 

 

5.6

 

         

Central America

 

 

42,421

 

 

 

4.3

 

 

 

3,831

 

 

 

3.5

 

         

United States

 

 

140,856

 

 

 

14.4

 

 

 

1,221

 

 

 

1.1

 

         

Caribbean

 

 

36,498

 

 

 

3.7

 

 

 

6,143

 

 

 

5.6

 

         

Europe

 

 

86,979

 

 

 

8.9

 

 

 

5,389

 

 

 

4.9

 

         

Eliminations

 

 

(30,532

 

 

(3.0

 

 

591

 

 

 

0.5

 

         

Total

 

Ps.

       975,412

 

 

 

100.0

 

Ps.

    109,610

 

 

 

100.0

 

27


Table of Contents

 

 

  RESULTS OF OPERATIONS

 

 

INTERPERIOD SEGMENT COMPARISONS

The following discussion addresses the financial performance of each of our reportable segments, first by comparing results for 2018 and 2017 and then by comparing results for 2017 and 2016. In the year-to- year comparisons for each segment, we include percentage changes in operating revenues, percentage changes in operating income and operating margin (operating income as a percentage of operating revenues), in each case calculated based on the segment financial information presented in note 22 to our audited consolidated financial statements, which is prepared in accordance with IFRS.

Each reportable segment includes all income, cost and expense eliminations that occurred between subsidiaries within the reportable segment. The Mexico Wireless segment also includes corporate income, costs and expenses.

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

2018 COMPARED TO 2017

Mexico Wireless

The number of prepaid wireless subscribers for 2018 increased by 1.4% over 2017, and the number of postpaid wireless subscribers increased by 5.8%, resulting in an increase in the total number of wireless subscribers in Mexico of 2.2%, or 1.5 million, to approximately 75.0 million as of December 31, 2018.

Segment operating revenues for 2018 increased by 8.6% over 2017. Adjusted segment operating revenues for 2018 increased by 11.4% over 2017. This increase in segment operating revenues principally reflects an increase of 11.7% in mobile data revenues, driven by increased use of value-

added services by our wireless subscribers, including activity from messaging, content downloading, mobile applications and social media, and an increase in revenues from service plans offering higher data capacity.

Segment operating income for 2018 increased by 13.4% over 2017. Adjusted segment operating income for 2018 increased by 20.2% over 2017.

Segment operating margin was 25.6% in 2018, as compared to 24.5% in 2017. Adjusted segment operating margin for this segment was 31.1% in 2018, as compared to 28.8% in 2017. This increase in segment operating margin for 2018 principally reflects costs related to interconnection rates, licensing fees, mobile site infrastructure rentals, maintenance and roaming charges.

Mexico Fixed

The number of fixed voice RGUs in Mexico for 2018 increased by 1.0% over 2017, and the number of broadband RGUs in Mexico increased by 3.8%, resulting in an increase in total fixed RGUs in Mexico of 2.2% over 2017, or 486 thousand, to approximately 22.0 million as of December 31, 2018.

Segment operating revenues for 2018 decreased by 2.4% over 2017. Adjusted segment operating revenues for 2018 decreased by 3.8% over 2017. This decrease in segment operating revenues principally reflects a decrease in fixed voice revenues of 4.4%, driven by RGU disconnections, a decrease in long-distance calls and a decrease in fixed data revenues of 0.7%, which was partially offset by higher revenues from broadband and corporate network services.

Segment operating income for 2018 increased by 2.1% over 2017. Adjusted segment operating income for 2018 decreased by 18.1% over 2017. This decrease principally reflects lower revenues from long-distance services and equipment sales.

Segment operating margin was 8.4% in 2018, as compared to 8.0% in 2017. Adjusted segment operating margin was 3.7% in 2018, as compared to 4.3% in 2017. This decrease in segment operating margin for 2018 principally reflects increases in costs associated with customer service and service quality improvements, as well as network maintenance.

 

 

28


Table of Contents

 

 

  

 

 

Brazil

The number of prepaid wireless subscribers for 2018 decreased by 14.9% over 2017, and the number of postpaid wireless subscribers increased by 15.6%, resulting in a decrease in the total number of wireless subscribers in Brazil of 4.4%, or 2.6 million, to approximately 56.0 million as of December 31, 2018. The number of fixed voice RGUs for 2018 decreased by 5.0% over 2017, the number of broadband RGUs increased by 5.0%, and the number of Pay TV RGUs decreased by 3.1%, resulting in a decrease in total fixed RGUs in Brazil of 1.7%, or 619 thousand, to approximately 35.0 million as of December 31, 2018.

Segment operating revenues for 2018 decreased by 10.2% over 2017. Adjusted segment operating revenues for 2018 increased by 0.5% over 2017. This increase in segment operating revenues principally reflects higher mobile data and fixed data revenues of 31.0% and 7.6%, respectively, in 2018 over 2017. The increase in mobile data revenues in 2018 principally reflects the usage of social networking platforms, cloud services and content, and fixed data revenues increased principally due to an increase in broadband RGUs and corporate network services. The increase in segment operating revenues was partially offset by a decrease in mobile voice, fixed voice and Pay TV revenues of 31.9%, 17.5% and 5.2%, respectively, in 2018 over 2017, driven by RGU disconnections and lower traffic reflecting a decrease in disposable income.

Segment operating income for 2018 increased by 102.5% over 2017. Adjusted segment operating income for 2018 increased by 172.4% over 2017. This increase principally reflects the favorable resolution of certain tax contingencies.

Segment operating margin was 12.2% in 2018, as compared to 5.4% in 2017. Adjusted segment operating margin was 11.3% in 2018, as compared to 4.2% in 2017. This increase in segment operating margin for 2018 principally reflects synergy gains in marketing, network maintenance, information technology, subscriber acquisition and customer service related to the ongoing integration of our three Brazilian subsidiaries, which have collectively driven our costs down.

Colombia

The number of prepaid wireless subscribers for 2018 increased by 0.4% over 2017, and the number of postpaid wireless subscribers increased by 3.7%, resulting in an increase in the total number of wireless subscribers in Colombia of 1.1%, or 328 thousand, to approximately 30.0 million as of December 31, 2018. The number of fixed voice RGUs for 2018 increased by 10.1% over 2017, the number of broadband RGUs increased by 6.4% and the number of Pay TV RGUs increased by 2.8%, resulting in an increase in total fixed RGUs in Colombia of 6.2%, or 418 thousand, to approximately 7.1 million as of December 31, 2018.

Segment operating revenues for 2018 increased by 4.2% over 2017. Adjusted segment operating revenues for 2018 increased by 2.6% over 2017. This increase in segment operating revenues principally reflects increases in fixed data revenues, mobile data revenues, fixed voice revenues and Pay TV revenues, which increased by 8.9%, 3.2%, 9.0% and 8.6%, respectively, in 2018, principally due to an increase in sales of bundled packages of wireless services, higher demand for data plans and an increase in subscribers for internet services. The increase in segment operating revenues was partially offset by a decrease of 8.1% in mobile voice revenues, driven by more competitive commercial offerings in response to pricing pressure from competitors.

Segment operating income for 2018 was Ps.14.4 billion, compared to a segment operating loss of Ps 4.7 billion in 2017. This change is principally due to the payment in 2017 of an arbitration award granted in Colombia. Adjusted segment operating income for 2018 increased by 576.5% over 2017.

Segment operating margin was 19.0% in 2018, as compared to (6.5%) in 2017. Adjusted segment operating margin was 23.3% in 2018, as compared to (5.0%) in 2017. This increase in segment operating margin for 2018 principally reflects Comcel’s cost savings program.

 

 

29


Table of Contents

 

 

  RESULTS OF OPERATIONS

 

 

Southern Cone—Argentina, Chile, Paraguay and Uruguay

The number of prepaid wireless subscribers for 2018 decreased by 1.4% over 2017, and the number of postpaid wireless subscribers increased by 1.7%, resulting in a decrease in the total number of wireless subscribers in our Southern Cone segment of 0.3%, or 105 thousand, to approximately 31.0 million as of December 31, 2018. The number of fixed voice RGUs for 2018 increased by 8.3% over 2017, the number of broadband RGUs increased by 12.6%, and the number of Pay TV RGUs increased by 6.1%, resulting in an increase in total fixed RGUs in our Southern Cone segment of 8.7%, or 175 thousand, to approximately 2.2 million as of December 31, 2018.

Segment operating revenues for 2018 increased by 24.3% over 2017. Adjusted segment operating revenues for 2018 increased by 17.4% over 2017. This increase principally reflects an increase of 33.4% in Argentina, Paraguay and Uruguay. This increase was driven by higher data usage, particularly in the form of mobile data, video streaming, content downloading and service package purchases in Argentina, Paraguay and Uruguay and in the form of Pay TV, corporate network and broadband services in Chile. For this segment, we analyze results in Argentina, Paraguay and Uruguay in terms of the Argentine peso, because Argentina accounts for the major portion of the operations in these three countries.

Segment operating income for 2018 increased by 45.4% over 2017. Adjusted segment operating income for 2018 increased by 52.1% over 2017. This increase principally reflects an increase in adjusted operating income of 41.0% in Argentina, Paraguay and Uruguay, which was partially offset by a decrease in adjusted operating loss of 16.2% in Chile.

Segment operating margin was 16.6% in 2018, as compared to 14.2% in 2017. Adjusted segment operating margin was 20.2% in 2018, which increased in comparison to 17.0% in 2017. This increase in the segment operating margin for 2018 principally reflects the cost saving programs of our subsidiaries in the Southern Cone.

Andean Region—Ecuador and Peru

The number of prepaid wireless subscribers for 2018 decreased by 0.1% over 2017, and the number of postpaid wireless subscribers increased by 0.2%, resulting in a decrease in the total number of wireless subscribers in our Andean Region segment of 0.04%, or 8 thousand, to approximately 20.3 million as of December 31, 2018. The number of fixed voice RGUs for 2018 increased by 2.9% over 2017, the number of broadband RGUs increased by 12.4% and the number of Pay TV RGUs decreased by 3.2%, resulting in an increase in total fixed RGUs in our Andean Region segment of 5.2%, or 91 thousand, to approximately 1.8 million as of December 31, 2018.

Segment operating revenues for 2018 decreased by 1.4% over 2017. Adjusted segment operating revenues for 2018 decreased by 2.0% over 2017. This decrease principally reflects a decrease of 0.1% in Ecuador and a decrease of 4.3% in Peru. This decrease was driven by lower revenues from our wireless and fixed voice operations, an increase in tax obligations and bad debt expenses in Ecuador and competitive pricing practices, bundled packages and smartphones subsidies in Peru, which was partially offset by higher revenues from mobile data and higher revenues from fixed data, especially broadband and corporate data services.

Segment operating income for 2018 decreased by 11.4% over 2017. Adjusted segment operating income for 2018 decreased by 5.5% over 2017. This decrease principally reflects a decrease of 15.4% in Peru and a decrease of 0.1% in Ecuador.

Segment operating margin was 9.0% in 2018, as compared to 10.0% in 2017. Adjusted segment operating margin was 15.1% in 2018, as compared to 15.9% in 2017. This decrease in the segment operating margin for 2018 principally reflects gains from our cost- savings program and lower direct taxes in Ecuador as well as operation, information technology, marketing and sales costs, which was partially offset by postpaid subscriber acquisition costs driven by a more aggressively competitive environment in Peru.

 

 

30


Table of Contents

 

 

  

 

 

Central America—Guatemala, El Salvador, Honduras, Nicaragua, Panama and Costa Rica

The number of prepaid wireless subscribers for 2018 decreased by 11.3% over 2017, and the number of postpaid wireless subscribers decreased by 1.5%, resulting in a decrease in the total number of wireless subscribers in our Central America segment of 9.8%, or approximately 1.6 million, to approximately 14.3 million as of December 31, 2018. The number of fixed voice RGUs for 2018 increased by 8.7% over 2017, the number of broadband RGUs increased by 16.0% and the number of Pay TV RGUs increased by 3.2%, resulting in an increase in total fixed RGUs in our Central America segment of 11.3%, or 654 thousand, to approximately 6.4 million as of December 31, 2018.

Segment operating revenues for 2018 increased by 1.7% over 2017. Adjusted segment operating revenues for 2018 were unchanged over 2017.

Segment operating income for 2018 decreased by 7.3% over 2017. Adjusted segment operating income for 2018 decreased by 6.7% over 2017. This decrease principally reflects a decrease of 14.9% in Guatemala and a decrease of 131.5% in Honduras, which was partially offset by an increase of 18.3% in El Salvador, an increase of 3.1% in Nicaragua, an increase of 30.2% in Panama and an increase of 27.7% in Costa Rica.

Segment operating margin was 10.8% in 2018, as compared to 11.9% in 2017. Adjusted segment operating margin was 12.2% in 2018, as compared to 13.1% in 2017. This decrease in segment operating margin for 2018 principally reflects higher costs related to doubtful accounts, a one-time charge related to the settlement of an interconnection dispute in Guatemala and an unusual charge arising from a government challenge to tax credits in Honduras.

Caribbean—Dominican Republic and Puerto Rico

The number of prepaid wireless subscribers for 2018 increased by 4.8% over 2017, and the number of postpaid wireless subscribers increased by 3.7%, resulting in an increase in the total number of wireless subscribers in our Caribbean segment of 4.4%, or approximately 250 thousand, to approximately 5.9 million as of December 31, 2018. The

number of fixed voice RGUs for 2018 decreased by 8.1% over 2017, the number of broadband RGUs decreased by 6.4% and the number of Pay TV RGUs increased by 3.9%, resulting in a decrease in total fixed RGUs in our Caribbean segment of 5.7%, or 154 thousand, to approximately 2.6 million as of December 31, 2018.

Segment operating revenues for 2018 increased by 4.0% over 2017. Adjusted segment operating revenues for 2018 increased by 2.6% over 2017. This increase in segment operating revenues principally reflects an increase in segment mobile data revenues and an increase in Pay TV revenues in the Dominican Republic, which was partially offset by lower revenues from wireless and fixed voice services in Puerto Rico. We analyze segment results in U.S. dollars because it is the functional currency of our operations in Puerto Rico, and the currency of the Dominican Republic is relatively stable against the U.S. dollar.

Segment operating income for 2018 increased by 22.3% over 2017. Adjusted segment operating income for 2018 increased by 20.7% over 2017. This increase principally reflects an increase of 21.9% in the Dominican Republic and an increase of 730.5% in Puerto Rico.

Segment operating margin was 15.9% in 2018, as compared to 13.5% in 2017. Adjusted segment operating margin was 16.3% in 2018, as compared to 13.8% in 2017. This increase in segment operating margin for 2018 principally reflects lower unusual costs in 2018 related to the reconstruction and operation of our networks in the aftermath of Hurricane Maria, as well as increased revenues in the Dominican Republic and our corporate cost-savings program.

United States

The number of prepaid wireless subscribers for 2018 decreased by 6.2% over 2017, or approximately 1.4 million, to approximately 22.0 million total wireless subscribers in the United States as of December 31, 2018.

Segment operating revenues for 2018 increased by 3.1% over 2017. Adjusted segment operating revenues for 2018 increased by 1.6% over 2017. This increase in segment operating revenues principally reflects higher mobile voice and data usage and revenues driven by the success of existing unlimited data plans and increased equipment sales of higher-end smartphones.

 

 

31


Table of Contents

 

 

  RESULTS OF OPERATIONS

 

 

Segment operating income for 2018 decreased by 8.6% over 2017. Adjusted segment operating income for 2018 decreased by 17.4% over 2017.

Segment operating margin was 1.7% in 2018, as compared to 2.0% in 2017. Adjusted segment operating margin was 6.8% in 2018, as compared to 8.4% in 2017. This decrease in segment operating margin for 2018 principally reflects an increase in content costs as a result of increased data usage.

Europe

The number of prepaid wireless subscribers for 2018 decreased by 5.8% over 2017, and the number of postpaid wireless subscribers increased by 4.1%, resulting in an increase in the total number of wireless subscribers in our Europe segment of 1.7%, or approximately 342 thousand, to approximately 21.0 million as of December 31, 2018. The number of fixed voice RGUs for 2018 decreased by 2.9% over 2017, the number of broadband RGUs increased by 2.4% and the number of Pay TV RGUs increased by 15.9%, resulting in an increase in total fixed RGUs in our Europe segment of 3.7%, or 224 thousand, to approximately 6.2 million as of December 31, 2018.

Segment operating revenues for 2018 increased by 7.6% over 2017. Adjusted segment operating revenues for 2018 increased by 1.2% over 2017. This increase in segment operating revenues principally reflects an increase in high-value customers in the mobile business and an ongoing strong fixed-line business, along with an increase in connectivity. We analyze segment results in euros because it is the functional currency in our operations in Europe.

Segment operating income for 2018 increased by 4.6% over 2017. Adjusted segment operating income for 2018 decreased by 4.3% over 2017.

Segment operating margin was 4.7% in 2018, as compared to 4.8% in 2017. Adjusted segment operating margin was 4.8% in 2018, as compared to 5.0% in 2017. This decrease in segment operating margin for 2018 principally reflects increases in costs related to marketing and subscriber acquisition.

2017 COMPARED TO 2016

Mexico Wireless

The number of prepaid wireless subscribers for 2017 increased by 0.2% over 2016, and the number of postpaid wireless subscribers increased by 6.2%, resulting in an increase in the total number of wireless subscribers in Mexico of 1.2%, or 902 thousand, to approximately 73.9 million as of December 31, 2017.

Segment operating revenues for 2017 increased by 1.6% over 2016. Adjusted segment operating revenues for 2017 increased by 1.2% over 2016. This increase in segment operating revenues principally reflects an increase of 18.9% in mobile data revenues, driven by increased use of value-added services by our wireless subscribers, including activity from messaging, content downloading, mobile applications and social media, and an increase in revenues from service plans offering higher data capacity. The increase in segment operating revenues was partially offset by a decrease of 24.0% in mobile voice revenues, reflecting a decrease in the average wireless rates per user.

Segment operating income for 2017 increased by 5.1% over 2016. Adjusted segment operating income for 2017 increased by 0.9% over 2016.

Segment operating margin was 24.5% in 2017, as compared to 23.7% in 2016. Adjusted segment operating margin for this segment was 28.8% in 2017, which remained stable in comparison to 28.9% in 2016. The segment operating margin in 2017 principally reflects costs related to interconnection rates, licensing fees, mobile site infrastructure rentals, maintenance and roaming charges.

Mexico Fixed

The number of fixed voice RGUs in Mexico for 2017 decreased by 2.8% over 2016, and the number of broadband RGUs in Mexico increased by 0.4%, resulting in a decrease in total fixed RGUs in Mexico of 1.5% over 2016, or 327 thousand, to approximately 21.9 million as of December 31, 2017.

 

 

32


Table of Contents

 

 

  

 

 

Segment operating revenues for 2017 decreased by 3.7% over 2016. Adjusted segment operating revenues for 2017 decreased by 3.9% over 2016. This decrease in segment operating revenues principally reflects a fall in fixed voice revenues of 8.2%, driven by RGU disconnections and a fall in long-distance calls. The decrease in segment operating revenues was partially offset by an increase in fixed data revenues of 2.9%, principally due to higher revenues from broadband and corporate network services.

Segment operating income for 2017 decreased by 35.5% over 2016. Adjusted segment operating income for 2017 decreased by 49.1% over 2016.

Segment operating margin was 8.0% in 2017, as compared to 12.0% in 2016. Adjusted segment operating margin was 4.3% in 2017, as compared to 8.3% in 2016. The decrease in the segment operating margin in 2017 principally reflects increases in costs associated with customer service and service quality improvements, as well as network maintenance.

Brazil

The number of prepaid wireless subscribers for 2017 decreased by 7.6% over 2016, and the number of postpaid wireless subscribers increased by 11.1%, resulting in a decrease in the total number of wireless subscribers in Brazil of 1.9%, or 1.1 million, to approximately 59.0 million as of December 31, 2017. The number of fixed voice RGUs for 2017 decreased by 2.8% over 2016, the number of broadband RGUs increased by 4.2%, and the number of Pay TV RGUs decreased by 5.3%, resulting in a decrease in total fixed RGUs in Brazil of 2.2%, or 812 thousand, to approximately 35.9 million as of December 31, 2017.

Segment operating revenues for 2017 increased by 9.1% over 2016. Adjusted segment operating revenues for 2017 decreased by 1.4% over 2016. This decrease in segment operating revenues principally reflects a fall in mobile voice, fixed voice and Pay TV revenues of 18.8%, 15.1% and 0.4%, respectively, in 2017 over 2016, driven by RGU disconnections and lower traffic reflecting a decrease in disposable income following an overall economic downturn in the country. The decrease in segment operating revenues was partially offset by higher mobile data and fixed data revenues of 28.1% and 5.2%, respectively, in 2017 over 2016. Mobile data revenues increased principally due to the

usage of social networking platforms, cloud services and content, and fixed data revenues increased principally due to an increase in broadband RGUs and corporate network services.

Segment operating income for 2017 increased by 83.4% over 2016. Adjusted segment operating income for 2017 increased by 81.1% over 2016.

Segment operating margin was 5.4% in 2017, as compared to 3.2% in 2016. Adjusted segment operating margin was 4.2% in 2017, as compared to 2.3% in 2016. The increase in segment operating margin in 2017 principally reflects synergy gains in marketing, network maintenance, information technology, subscriber acquisition and customer service related to the ongoing integration of our three Brazilian subsidiaries, which have collectively driven our costs down.

Colombia

The number of prepaid wireless subscribers for 2017 increased by 0.4% over 2016, and the number of postpaid wireless subscribers increased by 5.0%, resulting in an increase in the total number of wireless subscribers in Colombia of 1.4%, or 399 thousand, to approximately 29.4 million as of December 31, 2017. The number of fixed voice RGUs for 2017 increased by 11.1% over 2016, the number of broadband RGUs increased by 8.1% and the number of Pay TV RGUs increased by 3.3%, resulting in an increase in total fixed RGUs in Colombia of 7.1%, or 450 thousand, to approximately 6.8 million as of December 31, 2017.

Segment operating revenues for 2017 increased by 7.6% over 2016. Adjusted segment operating revenues for 2017 increased by 2.8% over 2016. This increase in segment operating revenues principally reflects increases in fixed data revenues, mobile data revenues, fixed voice revenues and Pay TV revenues, which increased by 9.7%, 14.3%, 11.7% and 15.9%, respectively, in 2017, principally due to an increase in sales of bundled packages of wireless services, higher demand for data plans and an increase in subscribers for internet services. The increase in segment operating revenues was partially offset by a decrease of 13.9% in mobile voice revenues, driven by more competitive commercial offerings in response to pricing pressure from competitors.

 

 

33


Table of Contents

 

 

  RESULTS OF OPERATIONS

 

 

Segment operating income for 2017 decreased by 142.0% over 2016. Adjusted segment operating income for 2017 decreased by 125.2% over 2016. Excluding the effects of the approximately U.S.$1.0 billion arbitration payment in Colombia, adjusted segment operating income for 2017 increased by 15.2%.

Segment operating margin was (6.5)% in 2017, as compared to 16.6% in 2016. Adjusted segment operating margin was (5.0)% in 2017, as compared to 20.5% in 2016. The decrease in segment operating margin for 2017 principally reflects higher costs related to the arbitration payment in Colombia, content licensing and maintenance of our networks, which was partially offset by Comcel’s cost savings program.

Southern Cone—Argentina, Chile, Paraguay and Uruguay

The number of prepaid wireless subscribers for 2017 increased by 2.0% over 2016, and the number of postpaid wireless subscribers increased by 2.9%, resulting in an increase in the total number of wireless subscribers in our Southern Cone segment of 2.3%, or 699 thousand, to approximately 31.1 million as of December 31, 2017. The number of fixed voice RGUs for 2017 increased by 4.6% over 2016, the number of broadband RGUs increased by 9.1%, and the number of Pay TV RGUs increased by 0.6%, resulting in an increase in total fixed RGUs in our Southern Cone segment of 4.2%, or 81 thousand, to approximately 2.0 million as of December 31, 2017.

Segment operating revenues for 2017 increased by 13.8% over 2016. Adjusted segment operating revenues for 2017 increased by 19.0% over 2016. This increase principally reflects an aggregate increase of 22.5% in Argentina, Paraguay and Uruguay and an increase of 10.9% in Chile. This increase was driven by higher data usage, particularly in the form of mobile data, video streaming, content downloading and service package purchases, in Argentina and Chile. For this segment, we analyze results in Argentina, Paraguay and Uruguay in terms of the Argentine peso, because Argentina accounts for the major portion of the operations in these three countries.

Segment operating income for 2017 increased by 40.4% over 2016. Adjusted segment operating income for 2017 increased by 56.2% over 2016. This increase principally reflects an increase in adjusted operating income of 16.8%

in Argentina, Paraguay and Uruguay, which was partially offset by an increase in adjusted operating loss of 30.8% in Chile.

Segment operating margin was 14.2% in 2017, as compared to 11.5% in 2016. Adjusted segment operating margin was 17.0% in 2017, which remained stable in comparison to 17.0% in 2016. The segment operating margin in 2017 principally reflected the cost saving programs of our subsidiaries in the Southern Cone.

Andean Region—Ecuador and Peru

The number of prepaid wireless subscribers for 2017 decreased by 4.3% over 2016, and the number of postpaid wireless subscribers increased by 2.5%, resulting in a decrease in the total number of wireless subscribers in our Andean Region segment of 2.2%, or 450 thousand, to approximately 20.4 million as of December 31, 2017. The number of fixed voice RGUs for 2017 decreased by 7.1% over 2016, the number of broadband RGUs increased by 5.4% and the number of Pay TV RGUs decreased by 7.8%, resulting in a decrease in total fixed RGUs in our Andean Region segment of 3.0%, or 55 thousand, to approximately 1.8 million as of December 31, 2017.

Segment operating revenues for 2017 increased by 0.8% over 2016. Adjusted segment operating revenues for 2017 decreased by 2.4% over 2016. This decrease principally reflects a decrease of 8.9% in Ecuador, which was partially offset by an increase of 3.6% in Peru. This decrease was driven by lower revenues from our wireless and fixed voice operations, an increase in tax obligations and bad debt expenses in Ecuador and competitive pricing practices in Peru, which were partially offset by higher revenues from mobile data and higher revenues from fixed data, especially broadband and corporate data services.

Segment operating income for 2017 decreased by 7.2% over 2016. Adjusted segment operating income for 2017 increased by 0.9% over 2016. This increase principally reflects an increase of 138.7% in Peru, which was partially offset by a decrease of 21.4% in Ecuador.

Segment operating margin was 10.0% in 2017, as compared to 10.8% in 2016. Adjusted segment operating margin was 15.9% in 2017, as compared to 15.1% in 2016. This increase principally reflects gains from our cost-savings program and

 

 

34


Table of Contents

 

 

  

 

 

lower direct taxes in Ecuador as well as operation, information technology, marketing and sales costs, which was partially offset by postpaid subscriber acquisition costs driven by a more aggressively competitive environment in Peru.

Central America—Guatemala, El Salvador, Honduras, Nicaragua, Panama and Costa Rica

The number of prepaid wireless subscribers for 2017 increased by 5.4% over 2016, and the number of postpaid wireless subscribers increased by 6.7%, resulting in an increase in the total number of wireless subscribers in our Central America segment of 5.6%, or approximately 842 thousand, to approximately 15.9 million as of December 31, 2017. The number of fixed voice RGUs for 2017 decreased by 0.1% over 2016, the number of broadband RGUs increased by 15.1% and the number of Pay TV RGUs increased by 3.9%, resulting in an increase in total fixed RGUs in our Central America segment of 7.8%, or 419 thousand, to approximately 5.8 million as of December 31, 2017.

Segment operating revenues for 2017 increased by 4.4% over 2016. Adjusted segment operating revenues for 2017 increased by 3.2% over 2016. This increase principally reflects higher mobile data, fixed data and Pay TV revenues in Central America, which was partially offset by decreases in mobile voice and fixed voice in Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica and decreases in mobile voice and Pay TV in Panama. For this purpose, we analyze adjusted segment results in U.S. dollars because it is the functional currency for our operations in El Salvador and Panama, and the currencies in Costa Rica, Guatemala, Honduras and Nicaragua are relatively stable against the U.S. dollar.

Segment operating income for 2017 increased by 37.1% over 2016. Adjusted segment operating income for 2017 increased by 41.2% over 2016. This increase principally reflects an increase of 4.2% in Guatemala, an increase of 10.2% in El Salvador, an increase of 56.2% in Honduras, an increase of 41.2% in Nicaragua, an increase of 30.0% in Panama and an increase of 1.4% in Costa Rica.

Segment operating margin was 11.9%, as compared to 9.0% in 2016. Adjusted segment operating margin was 13.1% in

2017, as compared to 9.6% in 2016. This increase principally reflects lower costs related to maintenance, customer service and customer acquisition.

Caribbean—Dominican Republic and Puerto Rico

The number of prepaid wireless subscribers for 2017 increased by 3.0% over 2016, and the number of postpaid wireless subscribers increased by 4.1%, resulting in an increase in the total number of wireless subscribers in our Caribbean segment of 3.4%, or approximately 184 thousand, to approximately 5.6 million as of December 31, 2017. The number of fixed voice RGUs for 2017 decreased by 1.3% over 2016, the number of broadband RGUs increased by 1.6% and the number of Pay TV RGUs increased by 11.4%, resulting in an increase in total fixed RGUs in our Caribbean segment of 1.4%, or 37 thousand, to approximately 2.7 million as of December 31, 2017.

Segment operating revenues for 2017 decreased by 3.5% over 2016. Adjusted segment operating revenues for 2017 decreased by 5.5% over 2016. This decrease in segment operating revenues principally reflects lower revenues from wireless and fixed voice services in Puerto Rico, which was partially offset by an increase in segment mobile data revenues and an increase in Pay TV revenues in the Dominican Republic. We analyze segment results in U.S. dollars because it is the functional currency in our operations in Puerto Rico, and the currency in the Dominican Republic is relatively stable against the U.S. dollar.

Segment operating income for 2017 decreased by 22.6% over 2016. Adjusted segment operating income for 2017 decreased by 23.8% over 2016. This decrease principally reflects a decrease of 5.7% in the Dominican Republic and a decrease of 102.2% in Puerto Rico.

Segment operating margin was 13.5% in 2017, as compared to 16.8% in 2016. Adjusted segment operating margin was 13.8% in 2017, as compared to 17.2% in 2016. This decrease principally reflects higher unusual costs related to the reconstruction and operation of our networks in the aftermath of Hurricane Maria and bad debt expense in Puerto Rico and higher costs related to upgrades to our information technology systems in the Dominican Republic, which were partially offset by our corporate cost-savings program.

 

 

35


Table of Contents

 

 

  RESULTS OF OPERATIONS

 

 

United States

The number of prepaid wireless subscribers for 2017 decreased by 11.3% over 2016, or approximately 2.9 million, to approximately 23.1 million total wireless subscribers in the United States as of December 31, 2017.

Segment operating revenues for 2017 increased by 5.5% over 2016. Adjusted segment operating revenues for 2017 increased by 4.1% over 2016. This increase in segment operating revenues principally reflects higher mobile voice and data usage and revenues driven by the success of existing unlimited data plans, principally those offered under our Straight Talk brand and our recently acquired Walmart Family Mobile brand.

Segment operating income for 2017 increased by 138.8% over 2016. Adjusted segment operating income for 2017 increased by 15.0% over 2016.

Segment operating margin was 2.0% in 2017, as compared to 0.9% in 2016. Adjusted segment operating margin was 8.4% in 2017, as compared to 7.6% in 2016. This increase principally reflects a decrease in subscriber acquisition costs.

Europe

The number of prepaid wireless subscribers for 2017 decreased by 10.4% over 2016, and the number of postpaid wireless subscribers increased by 3.6%, resulting in a decrease in the total number of wireless subscribers in our

Europe segment of 0.2%, or approximately 50 thousand, to approximately 20.7 million as of December 31, 2017. The number of fixed voice RGUs for 2017 decreased by 3.7% over 2016, the number of broadband RGUs increased by 3.3% and the number of Pay TV RGUs increased by 10.7%, resulting in an increase in total fixed RGUs in our Europe segment of 2.3%, or 136 thousand, to approximately 6.0 million as of December 31, 2017.

Segment operating revenues for 2017 increased by 7.7% over 2016. Adjusted segment operating revenues for 2017 increased by 4.1% over 2016. This increase in segment operating revenues principally reflects higher revenues in Pay TV as well as mobile and fixed data, which were partially offset by lower revenues from wireless and fixed voice services due to the negative effects of the elimination of retail roaming in the EU in June 2017 and April 2016, as well as losses in the prepaid segment. We analyze segment results in euros because it is the functional currency in our operations in Europe.

Segment operating income for 2017 decreased by 16.0% over 2016. Adjusted segment operating income for 2017 decreased by 16.3% over 2016.

Segment operating margin was 4.8% in 2017, as compared to 6.2% in 2016. Adjusted segment operating margin was 5.0% in 2017, as compared to 6.2% in 2016. The decrease principally reflects increases in costs related to marketing, subscriber acquisitions and local taxes.

 

 

36


Table of Contents

 

 

LIQUIDITY AND CAPITAL RESOURCES  

 

 

FUNDING REQUIREMENTS

We generate substantial cash flows from our operations. On a consolidated basis, our cash flows from operating activities were Ps.248.3 billion in 2018, compared to Ps.217.8 billion in 2017. Our cash and cash equivalents amounted to Ps.21.7 billion at December 31, 2018, compared to Ps.24.3 billion at December 31, 2017.

We believe our working capital is sufficient for our present requirements. We use the cash that we generate from our operations and from borrowings principally for the following purposes:

 

  Capital expenditures. We make substantial capital expenditures to continue expanding and improving our networks in each country in which we operate. Our capital expenditures on plant, property and equipment and acquisition or renewal of licenses were Ps.151.8 billion in 2018, Ps.136.7 billion in 2017, and Ps.155.0 billion in 2016. The amount of these capital expenditures varies significantly from year to year, depending on acquisition opportunities, concession renewal schedules and the need for more spectrum. We have budgeted capital expenditures for 2019 of approximately U.S.$8.5 billion (Ps.169.0 billion), which will be primarily funded by our operating activities.

 

  Acquisitions. In some years, we have made substantial expenditures on acquisitions. In 2019 we entered into agreements to acquire Nextel Brazil, Telefónica Guatemala and Telefónica El Salvador. See “Recent Developments” under Part I in this annual report.
  Indebtedness. We must pay interest on our indebtedness and repay principal when due. As of December 31, 2018, we had approximately Ps.96.2 billion of principal and amortization due in 2019.

 

  Dividends. We pay regular dividends. We paid Ps.22.4 billion in dividends in 2018 and Ps.16.1 billion in 2017. Our shareholders approved on April 9, 2019 the payment of a Ps.0.35 ordinary cash dividend per share in two installments in 2019. See “Share Ownership and Trading—Dividends” under Part IV in this annual report.

 

  Share repurchases. We regularly repurchase our own shares. We spent Ps.511.4 million repurchasing our own shares in the open market in 2018 and Ps.1.2 billion in 2017. Our shareholders have authorized additional repurchases, and as of March 31, 2019, we have spent Ps.171 million repurchasing our shares in the open market in 2019, but whether we will continue to do so will depend on our operating cash flow and on various other considerations, including market prices and our other capital requirements.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2018, we had no off-balance sheet arrangements that require disclosure under applicable SEC regulations.

 

 

37

 


Table of Contents

 

 

  LIQUIDITY AND CAPITAL RESOURCES

 

 

CONTRACTUAL OBLIGATIONS

The following table summarizes certain contractual obligations as of December 31, 2018. Many of our obligations are denominated in currencies other than Mexican pesos. The table does not include accounts payable, pension liabilities, interest payments or payments under derivatives contracts. See note 16 to our audited consolidated financial statements included in this annual report.

 

 

PAYMENTS DUE BY PERIOD

 

 
         

 

LESS THAN

 

 
    

 

Total

   

 

1 Year

   

 

1-3 Years

   

 

4-5 Years

   

 

After 5 Years

 
    

(in millions of Mexican pesos)

 
 
CONTRACTUAL OBLIGATIONS AS OF DECEMBER 31, 2018

 

           
Equipment leases, real estate leases and mobile site rentals   Ps. 138,052     Ps. 24,057     Ps. 37,652     Ps. 26,317     Ps. 50,026  
           
Short-term debt     96,230       96,230                    
           
Long-term debt     542,692             263,402       53,923       225,367  
           
Purchase obligations     225,085       88,234       123,528       13,323        
           
Total   Ps. 1,002,059     Ps. 208,521     Ps. 424,582     Ps. 93,563     Ps. 275,393  

Other than the amounts in the table above, we had no other outstanding material purchase commitments as of December 31, 2018. We enter into a number of supply, advertising and other contracts in the ordinary course of business, but those contracts are not material to our liquidity.

BORROWINGS

In addition to cash flows generated from operations, we rely on a combination of borrowings from a range of different sources, including the international capital markets, capital markets in Mexico and other countries where we operate, international and local banks, equipment suppliers and export credit agencies. We seek to maintain access to diverse sources of funding. In managing our funding, we generally seek to keep our leverage, as measured by the ratio of net debt to EBITDA, at a level that is consistent with maintaining the ratings given to our debt by the principal credit rating agencies. Our total consolidated indebtedness as of December 31, 2018 was Ps.638.9 billion, of which Ps.96.2 billion was short-term debt (including the current portion of long- term debt), compared to Ps.697.9 billion as of December 31, 2017.

Management defines net debt as total debt minus cash and cash equivalents, minus marketable securities (including KPN shares) or other short-term investments. As of December 31, 2018, we had net debt of Ps.568.2 billion, compared to Ps.614.5 billion as of December 31, 2017. Without taking into account the effects of derivative financial instruments that we use to manage our interest rate and currency risk, approximately 88.7% of our indebtedness at December 31, 2018 was denominated in currencies other than Mexican pesos (approximately 34.6% of such non-Mexican peso debt in U.S. dollars and 65.4% in other currencies), and approximately 5.9% of our consolidated debt obligations bore interest at floating rates. After the effects of derivative transactions and excluding the debt owned by Telekom Austria, approximately 29.3% of our net debt as of December 31, 2018 was denominated in Mexican pesos.

The weighted average cost of all our third-party debt at December 31, 2018 (excluding commissions and reimbursement of certain lenders for Mexican taxes withheld) was approximately 4.3% per annum.

Our major categories of indebtedness at December 31, 2018 are summarized in the table below. The majority of our consolidated indebtedness is owed by América Móvil and most of the remaining debt is owed by Telekom Austria, in which we own a 51% interest. See also note 14 to our audited consolidated financial statements included in this annual report.

 

38


Table of Contents

 

 

  

 

 

    DEBT

 

(millions of Mexican pesos)

      
   

SENIOR NOTES

        
   

DENOMINATED IN U.S. DOLLARS

        
   

América Móvil 5.000% Senior Notes due 2019

  

Ps.

14,762

 

   

Telmex 5.500% Senior Notes due 2019

  

 

7,428

 

   

América Móvil 5.000% Senior Notes due 2020

  

 

41,823

 

   

América Móvil 3.125% Senior Notes due 2022

  

 

31,493

 

   

América Móvil 6.375% Senior Notes due 2035

  

 

19,315

 

   

América Móvil 6.125% Senior Notes due 2037

  

 

7,267

 

   

América Móvil 6.125% Senior Notes due 2040

  

 

39,366

 

   

América Móvil 4.375% Senior Notes due 2042

  

 

22,635

 

   

Total

  

Ps.

184,089

 

   

DENOMINATED IN MEXICAN PESOS

        
   

América Móvil 6.000% Senior Notes due 2019

  

Ps.

10,000

 

   

América Móvil 8.600% Domestic Senior Notes due 2020

  

 

7,000

 

   

América Móvil 6.450% Senior Notes due 2022

  

 

22,500

 

   

América Móvil 7.125% Senior Notes due 2024

  

 

11,000

 

   

América Móvil 0.000% Domestic Senior Notes due 2025

  

 

4,629

 

   

América Móvil 8.460% Senior Notes due 2036

  

 

7,872

 

   

Telmex 8.360% Domestic Senior Notes due 2037

  

 

5,000

 

   

Total

  

Ps.

68,001

 

   

DENOMINATED IN EURO

        
   

América Móvil 4.125% Senior Notes due 2019

  

Ps.

22,559

 

   

América Móvil B.V. 0.000% Exchangeable Bonds due 2020

  

 

64,108

 

   

América Móvil 3.000% Senior Notes due 2021

  

 

22,558

 

   

TKA 3.125% Senior Notes due 2021

  

 

17,569

 

   

TKA 4.000% Senior Notes due 2022

  

 

18,028

 

   

América Móvil 4.750% Senior Notes due 2022

  

 

16,919

 

   

TKA 3.500% Senior Notes due 2023

  

 

7,132

 

   

América Móvil 3.259% Senior Notes due 2023

  

 

16,919

 

   

América Móvil 1.500% Senior Notes due 2024

  

 

19,175

 

   

TKA 1.500% Senior Notes due 2026

  

 

16,919

 

   

América Móvil 2.125% Senior Notes due 2028

  

 

14,663

 

   

Total

  

Ps.

236,549

 

   

DENOMINATED IN POUND STERLING

        
   

América Móvil 5.000% Senior Notes due 2026

  

Ps.

12,551

 

   

América Móvil 5.750% Senior Notes due 2030

  

 

16,316

 

   

América Móvil 4.948% Senior Notes due 2033

  

 

7,530

 

   

América Móvil 4.375% Senior Notes due 2041

  

 

18,826

 

   

Total

  

Ps.

55,223

 

 

39


Table of Contents

 

 

       LIQUIDITY AND CAPITAL RESOURCES  

 

 

 

    DEBT

 

(millions of Mexican pesos)

      
   

DENOMINATED IN JAPANESE YEN

        
   

América Móvil 2.950% Senior Notes due 2039

  

Ps.

2,335

 

   

Total

  

Ps.

2,335

 

   

DENOMINATED IN CHILEAN PESOS

        
   

América Móvil 3.961% Senior Notes due 2035

  

Ps.

3,905

 

   

Total

  

Ps.

3,905

 

   

DENOMINATED IN BRAZILIAN REAIS

        
   

Claro Brasil 102.400% of CDI Domestic Senior Notes due 2019

  

Ps.

5,080

 

   

Claro Brasil 103.250% of CDI Domestic Senior Notes due 2019

  

 

1,829

 

   

Claro Brasil 103.900% of CDI Domestic Senior Notes due 2019

  

 

5,080

 

   

Claro Brasil 102.900% of CDI Domestic Senior Notes due 2020

  

 

7,619

 

   

Claro Brasil 104.000% of CDI Domestic Senior Notes due 2021

  

 

5,587

 

   

Claro Brasil 104.250% of CDI Domestic Senior Notes due 2021

  

 

7,696

 

   

Total

  

Ps.

32,891

 

   

HYBRID NOTES

        
   

DENOMINATED IN EURO:

        
   

América Móvil Euro NC10 (Euro Series B) Capital Securities due 2073

  

Ps.

12,407

 

   

Total

  

Ps.

12,407

 

   

DENOMINATED IN POUND STERLING

        
   

América Móvil GBP NC7 Capital Securities due 2073

  

Ps.

13,806

 

   

Total

  

Ps.

13,806

 

   

BANK DEBT AND OTHER

        
   

DENOMINATED IN U.S. DOLLARS

  

Ps.

11,699

 

   

DENOMINATED IN MEXICAN PESOS

  

Ps.

4,500

 

   

DENOMINATED IN EUROS

  

Ps.

5,527

 

   

DENOMINATED IN CHILEAN PESOS

  

Ps.

64

 

   

DENOMINATED IN BRAZILIAN REAIS

  

Ps.

27

 

   

DENOMINATED IN PERUVIAN SOLES

  

Ps.

7,899

 

   

Total

  

Ps.

29,716

 

   

Total Debt

  

Ps.

638,922

 

   

Less short-term debt and current portion of long-term debt

  

Ps.

96,230

 

   

Total Long-term Debt

  

Ps.

542,692

 

   

EQUITY:

        
   

Capital stock

  

Ps.

96,338

 

   

Total retained earnings

  

 

237,255

 

   

Other comprehensive income (loss) items

  

 

(137,598

   

Non-controlling interest

  

 

49,877

 

   

Total Equity

  

Ps.

245,872

 

   

Total Capitalization (total long-term debt plus equity)

  

Ps.

788,564

 

 

40


Table of Contents

 

 

  

 

 

 

Additional information about certain categories of our indebtedness is provided below:

 

  Mexican peso-denominated international notes. Our 8.46% senior notes due 2036 are denominated in Mexican pesos, but all amounts in respect of the notes are payable in U.S. dollars, unless a holder of notes elects to receive payment in Mexican pesos in accordance with specified procedures.

 

  Mexican peso-denominated domestic notes. Our domestic senior notes (certificados bursátiles) sold in the Mexican capital markets have varying maturities, ranging from 2019 through 2037, and bear interest at fixed rates.

 

  Global peso notes program. The global peso notes program was established in November 2012. Since its establishment, we have issued peso-denominated notes that can be distributed and traded on a seamless basis in Mexico and internationally. The notes are registered with the SEC in the United States and with the CNBV in Mexico.

 

  International notes. We have outstanding debt securities in the international markets denominated in U.S. dollars, pound sterling and euros. We have also issued debt securities in the local markets in Switzerland and Japan.

 

  Hybrid notes. We have outstanding two series of Capital Securities maturing in 2073: one series denominated in euros totaling 550 million, and one series denominated in pound sterling in the amount of £550 million. The Capital Securities are subject to redemption at our option at varying dates beginning in 2023 for the euro-denominated series and beginning in 2020 for the sterling-denominated series. Our hybrid notes are deeply subordinated, and when they were issued, the principal rating agencies stated that they would treat only half of the principal amount as indebtedness for purposes of evaluating our leverage (an analysis referred to as 50.0% equity credit).

 

  Bank loans. At December 31, 2018, we had approximately Ps.29.7 billion outstanding under a number of bank facilities bearing interest at fixed and variable rates. We also have two revolving syndicated credit facilities—one for U.S.$2.5 billion expiring in November 2019 and one for the Euro equivalent of U.S.$2.0 billion expiring in May 2021. As long as the facilities are committed, a commitment fee is paid. As of December 31, 2018, these
   

credit facilities were undrawn. Both facilities include covenants that limit our ability to incur secured debt, to effect a merger in which the surviving entity would not be América Móvil or to sell substantially all of our assets. In addition, both facilities require us to maintain a consolidated ratio of debt to EBITDA not greater than 4.0 to 1.0 and a consolidated ratio of EBITDA to interest expense not less than 2.5 to 1.0. As of the date of this annual report, we are in compliance with these covenants. Telekom Austria also has an undrawn revolving syndicated credit facility for 1.0 billion (the “TKA Facility”) expiring in November 2019. The TKA Facility includes covenants that limit Telekom Austria’s ability to incur secured debt, effect certain mergers or sell substantially all of its assets and our ability to transfer control over, or reduce our share ownership in, Telekom Austria. For more information, see note 14 to our audited consolidated financial statements included in this annual report.

 

  Options involving KPN and TKA shares. The Company has entered into certain option contracts related to shares that are or have been a strategic investment for the Company. These options include a sale of call options related to our KPN shares with an exercise period that will expire in May 2020 and the sale of a cash-settled put option related to TKA shares that will expire in August 2023. See note 7 to our audited consolidated financial statements included in this annual report.

Some of the public securities issued by América Móvil in international and Mexican capital markets are guaranteed by Telcel. As of December 31, 2018, we had, on an unconsolidated basis, unsecured and unsubordinated indebtedness of approximately Ps.509.7 billion (U.S.$25.9 billion), excluding guarantees of subsidiaries’ indebtedness. As of December 31, 2018, our subsidiaries had indebtedness (excluding guarantees of indebtedness of us and our other subsidiaries) of approximately Ps.129.2 billion (U.S.$6.6 billion).

 

 

41


Table of Contents

 

 

  RISK MANAGEMENT

 

 

We regularly assess our interest rate and currency exchange exposures in order to determine how to manage the risk associated with these exposures. We have indebtedness denominated in currencies other than the currency of our operating environments, and we have expenses for operations and for capital expenditures in a variety of currencies. We use derivatives to adjust the resulting exchange rate and interest rate exposures. We do not use derivatives to hedge the exchange rate exposures that arise from having operations in different countries.

Our practices vary from time to time depending on our judgment of the level of risk, expectations as to exchange or interest rate movements and the costs of using derivative financial instruments. We may stop using derivative financial instruments or modify our practices at any time.

As of December 31, 2018, we had derivatives positions with an aggregate net fair value liability of Ps.11.8 billion, which are described in note 7 to our audited consolidated financial statements. For additional information, see note 2 v) to our audited consolidated financial statements included in this annual report.

 

42

 


Table of Contents

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES  

 

 

USE OF ESTIMATES IN CERTAIN ACCOUNTING POLICIES

In preparing our financial statements, we make estimates concerning a variety of matters. Some of these matters are highly uncertain, and our estimates involve judgments we make based on the information available to us. In the discussion below, we have identified several of these matters for which our financial presentation would be materially affected if either (i) we used different estimates that we could reasonably have used or (ii) in the future, we change our estimates in response to changes that are reasonably likely to occur.

The discussion addresses only those estimates that we consider most important based on the degree of uncertainty and the likelihood of a material impact if we used a different estimate. There are many other areas in which we use estimates about uncertain matters, but the reasonably likely effect of changed or different estimates is not material to our financial presentation.

ESTIMATED USEFUL LIVES OF PLANT, PROPERTY AND EQUIPMENT

We estimate the useful lives of particular classes of plant, property and equipment in order to determine the amount of depreciation expense to be recorded in each period. Depreciation expense is a significant element of our costs and expenses, amounting in 2018 to Ps.129.1 billion, or 14.4% of our operating costs and expenses. See note 10 to our audited consolidated financial statements included in this annual report.

We currently depreciate most of our property, plant and equipment based on an estimated useful life determined upon the expected particular conditions of operations and maintenance in each of the countries in which we operate.

The estimates are based on our historical experience with similar assets, anticipated technological changes and other factors, taking into account the practices of other telecommunications companies. We review estimated useful lives each year to determine whether they should be changed, and, at times, we have changed them for particular classes of assets. We may shorten the estimated useful life of an asset class in response to technological changes,

changes in the market or other developments, which would result in higher depreciation expense.

IMPAIRMENT OF LONG-LIVED ASSETS

We have large amounts of long-lived assets, including property, plant and equipment, intangible assets, investments in associates and goodwill, on our balance sheet. Under IFRS, we are required to test long-lived assets for impairment when circumstances indicate a potential impairment or, in some cases, at least on an annual basis. The impairment analysis for long-lived assets requires us to estimate the recovery value of the asset, which is the greater of its fair value (minus any disposal costs) and its value in use. To estimate the fair value of a long-lived asset, we typically take into account recent market transactions, or, if no such transactions can be identified, we use a valuation model that requires the making of certain assumptions and estimates. Similarly, to estimate the value in use of long-lived assets, we typically make various assumptions about the future prospects for the business to which the asset relates, consider market factors specific to that business and estimate discounted future cash flows to be generated by that business. Based on this impairment analysis, including all assumptions and estimates related thereto, as well as guidance provided by IFRS relating to the impairment of long-lived assets, we determine whether we need to recognize an impairment to reduce the carrying value of the asset as stated on our balance sheet. Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors, such as industry and economic trends, and internal factors, such as changes in our business strategy and our internal forecasts. Different assumptions and estimates could materially impact our reported financial results. More conservative assumptions of the anticipated future benefits from these businesses could result in impairment charges, which would decrease net income and result in lower asset values on our balance sheet. Conversely, less conservative assumptions could result in lower or no impairment charges, higher net income and higher asset values. See note 2 ab) to our audited consolidated financial statements included in this annual report.

 

 

43

 


Table of Contents

 

 

     CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

 

DEFERRED INCOME TAXES

We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves the jurisdiction-by-jurisdiction estimation of actual current tax exposure and the assessment of temporary differences resulting from the differing treatment of certain items, such as accruals and amortization, for tax and financial reporting purposes, as well as net operating loss carry forwards and other tax credits. These items result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We must assess, in the course of our tax planning procedures, the fiscal years of the reversal of our deferred tax assets and liabilities, and if there will be future taxable profits in those periods to support the recognition of the deferred tax assets. Significant management judgment is required in determining our provisions for income taxes, deferred tax assets and liabilities. The analysis is based on estimates of future taxable income in the jurisdictions in which the group operates and the period over which the deferred tax assets and liabilities will be recoverable or settled. If actual results differ from these estimates, or if we adjust these estimates in future periods, our financial position and results of operations may be materially affected.

We record deferred tax assets based on the amount that we believe is more likely than not to be realized. In assessing the future realization of deferred tax assets, we consider future taxable income and ongoing tax planning strategies. In the event that our estimates of projected future taxable income and benefits from tax planning strategies are lowered, or changes in current tax regulations are enacted that would impose restrictions on the timing or the extent of our ability to utilize the tax benefits of net operating loss carry forwards in the future, an adjustment to the recorded amount of deferred tax assets would be made.

ACCRUALS

Accruals are recorded when, at the end of the period, we have a present obligation as a result of past events whose settlement requires an outflow of resources that is considered probable and can be measured reliably. This

obligation may be legal or constructive, arising from, but not limited to, regulation, contracts, common practice or public commitments which have created a valid expectation for third parties that we will assume certain responsibilities. The amount recorded is the best estimation performed by our management in respect of the expenditure that will be required to settle the obligations, considering all the information available at the date of our financial statements, including the opinion of external experts, such as legal advisors or consultants. Accruals are adjusted to account for changes in circumstances for ongoing matters and the establishment of additional accruals for new matters.

If we are unable to reliably measure the obligation, no accrual is recorded and information is then presented in the notes to our audited consolidated financial statements. Because of the inherent uncertainties in this estimation, actual expenditures may be different from the originally estimated amount recognized.

LABOR OBLIGATIONS

We recognize liabilities on our balance sheet and expenses in our statement of comprehensive income to reflect our obligations related to our post-retirement seniority premiums, pension and retirement plans in the countries in which we operate and offer defined contribution and benefit pension plans. The amounts we recognize are determined on an actuarial basis that involves many estimates and assumptions for post-retirement pension and termination benefits in accordance with IFRS.

We use estimates in four specific areas that have a significant effect on these amounts: (i) the rate of return we assume our labor obligation plans will achieve on their investments, (ii) the rate of increase in salaries that we assume we will observe in future years, (iii) the discount rates that we use to calculate the present value of our future obligations and (iv) the expected rate of inflation. The assumptions we have applied are identified in note 17 to our audited consolidated financial statements included in this annual report. These estimates are determined based on actuarial studies performed by independent experts using the projected unit-credit method.

 

 

44


Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents

LOGO

PART III RISK FACTORS


Table of Contents

 

 

  RISK FACTORS       

 

 

RISKS RELATING TO OUR OPERATIONS

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

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

Among other things, our competitors could:

 

  provide higher handset subsidies;

 

  offer higher commissions to retailers;

 

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

 

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

 

  expand their networks faster; or

 

  develop and deploy improved technologies faster, such as 5G LTE technology.

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

Our ability to compete successfully will depend on our coverage, the quality of our network and service, our rates, customer service, effective marketing, our success in selling double, triple and quadruple play packages and our ability to anticipate and respond to various competitive factors affecting the telecommunications industry, including new

services and technologies, changes in consumer preferences, demographic trends, economic conditions and discount pricing strategies by competitors.

If we are unable to respond to competition and compensate for declining prices by adding new customers, increasing usage and offering new services, our revenues and profitability could decline.

Governmental or regulatory actions could adversely affect our operations

Our operations are subject to extensive government regulation and can be adversely affected by changes in law, regulation or regulatory policy. The licensing, construction, operation, sale, resale and interconnection arrangements of telecommunications systems in Latin America and elsewhere are regulated to varying degrees by government or regulatory authorities. Any of these authorities having jurisdiction over our businesses could adopt or change regulations or take other actions that could adversely affect our operations. In particular, the regulation of prices that operators may charge for their services and environmental matters, including renewable energy and climate change regulation, could have a material adverse effect by reducing our profit margins. See “Regulation” under Part VI for a discussion on the functional separation of Telmex and Telnor wholesale services, “Legal Proceedings” under Part VII and Note 16 to our audited consolidated financial statements included in this annual report.

In addition, changes in political administrations could lead to the adoption of policies concerning competition and taxation of communications services. For example, since 2013, Mexico has implemented reforms to the telecommunications sector that aim to promote more competition and investment by imposing asymmetric regulation upon economic agents deemed “preponderant or dominant.” In other countries, we could also face policies such as preferences for local over foreign ownership of communications licenses and assets or for government over private ownership, which could make it more cumbersome or impossible for us to continue to develop our businesses. Restrictions such as those described above could result in lower revenues and require capital investments, all of which could materially adversely affect our businesses and results of operations.

 

 

48

 


Table of Contents

 

 

    

 

 

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

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

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

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

If dominant carrier regulations are imposed on our business in the future, they could likely reduce our flexibility to adopt competitive market policies and impose specific tariff requirements or other special regulations on us, such as additional requirements regarding disclosure of information or quality of service. Any such new regulation could have a material adverse effect on our operations.

Changes in the regulatory framework for telecommunications services in Mexico may have a material adverse effect on our business and results of operations

The Mexican legal framework for the regulation of telecommunications and broadcasting services has changed, beginning with constitutional amendments in 2013, implementing legislation in 2014, and the establishment in 2014 of a new regulator, the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones, or the “IFT”). The IFT determined in 2014 that our operating subsidiaries in Mexico are part of an “economic interest group” that is a “preponderant economic agent” in the Mexican telecommunications sector, and, based on this determination, the IFT has imposed extensive asymmetric regulations on our Mexican fixed-line and wireless businesses. The asymmetric regulations took effect in 2015 and were amended in 2017, when the IFT added new requirements, including the functional separation of certain assets used to provide local loop unbundling services. For further information, see “Regulation” under Part III of this annual report. The IFT measures and biennial reviews of the asymmetric measures applicable to us have adversely affected the results of our Mexican operations, and we expect that those effects will continue.

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

Licensed radio spectrum is essential to our growth and the quality of our wireless services and for the operation and deployment of our networks, including new generation networks such as 5G LTE technology, to offer improved data and value-added services. We obtain most of our radio spectrum through auctions conducted by governments of the countries in which we operate. Participation in spectrum auctions in most of these countries requires prior government authorization, and we may be subject to caps on our ability to acquire additional spectrum. Our inability to acquire additional radio spectrum capacity could affect our ability to compete successfully because it could result in,

 

 

49


Table of Contents

 

 

  RISK FACTORS

 

 

among other things, a decrease in the quality of our network and service and in our ability to meet the demands of our customers.

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

We have concessions and licenses for fixed terms, and the government may revoke or terminate them as well as reacquire the assets under our concession under various circumstances, some of which are beyond our control

Our concessions and licenses have specified terms, ranging typically from five to 20 years, and are generally subject to renewal upon payment of a fee, but renewal is not assured. The loss of, or failure to renew, any one concession could have a material adverse effect on our business and results of operations. Our ability to renew concessions and the terms of renewal are subject to a number of factors beyond our control, including the prevalent regulatory and political environment at the time of renewal. Fees are typically established at the time of renewal. As a condition for renewal, we may be required to agree to new and stricter terms and service requirements. In some of the jurisdictions where we operate and under certain circumstances, mainly in connection with fixed services, we may be required to transfer certain assets covered by some of our concessions to the government pursuant to valuation methodologies that vary in each jurisdiction. It is uncertain whether reversion would ever be applied in many of the jurisdictions where we operate and how reversion provisions would be interpreted in practice. For further information, see “Regulation” under Part VI of this annual report and note 16 to our audited consolidated financial statements included in this annual report.

In addition, the regulatory authorities in the jurisdictions in which we operate can revoke our concessions under certain circumstances. In Mexico, for example, the Federal Law on Telecommunications and Broadcasting gives the

government the right to expropriate our concessions or to take over the management of our networks, facilities and personnel in cases of failures to meet obligations under our concession agreements, imminent danger to national security, internal peace or the national economy, natural disasters and public unrest. See “Regulation” under Part VI of this annual report.

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

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

We are subject to significant litigation

Some of our subsidiaries are subject to significant litigation that, if determined adversely to our interests, may have a material adverse effect on our business, results of operations, financial condition or prospects. Our significant litigation is described in “Regulation” under Part VI and in note 16 to our audited consolidated financial statements included in this annual report.

We are contesting significant tax assessments

We and some of our subsidiaries have been notified of tax assessments for significant amounts by the tax authorities of the countries in which we operate, especially in Brazil, Mexico and Ecuador. The tax assessments relate to, among other things, alleged improper deductions and underpayments. We are contesting these tax assessments in several administrative and legal proceedings, and our challenges are at various stages. If determined adversely to

 

 

50


Table of Contents

 

 

    

 

 

us, these proceedings may have a material adverse effect on our business, results of operations, financial condition or prospects. In addition, in some jurisdictions, challenges to tax assessments require the posting of a bond or security for the contested amount, which may reduce our flexibility in operating our business. Our significant tax assessments are described in note 16 to our audited consolidated financial statements included in this annual report.

Failure to comply with anti-corruption, anti- bribery and anti-money laundering laws could harm our reputation, subject us to substantial fines and adversely affect our business

We operate in multiple jurisdictions and are subject to complex regulatory frameworks with increased enforcement activities worldwide. Our governance and compliance processes may not prevent future breaches of legal, accounting or governance standards and regulations. We may be subject to breaches of our code of ethics, anti-corruption policies and business conduct protocols and to instances of fraudulent behavior, corrupt practices and dishonesty by our employees, contractors or other agents. Our failure to comply with applicable laws and other regulatory requirements could harm our reputation, subject us to substantial fines, sanctions or penalties and adversely affect our business and ability to access financial markets.

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

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

 

  physical damage to access lines and fixed networks;

 

  power surges or outages;

 

  natural disasters;

 

  climate change;

 

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

 

  limitations on the use of our radio bases;

 

  software defects;

 

  human error; and

 

  disruptions beyond our control.

In Brazil, for example, our satellite operations may be affected if we experience a delay in launching new satellites to replace those currently in use when they reach the end of their operational lives. Such delay may occur because of, among other reasons, construction delays, unavailability of launch vehicles and/or launch failures. In addition, in 2017, our operations in Puerto Rico suffered significant damage in the aftermath of Hurricane Maria, and our operations in Mexico experienced network overloads and power outages following the earthquake on September 19, 2017.

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

Cybersecurity incidents and other breaches of network or information technology security could have an adverse effect on our business and our reputation

Cybersecurity incidents, and other tactics designed to gain access to and exploit sensitive information by breaching critical systems of large companies, are evolving and have been increasing in both sophistication and occurrence in recent years. While we employ a number of measures to prevent, detect and mitigate such incidents, there is no guarantee that we will be able to adequately anticipate or prevent one. Cybercrime, including attempts to overload our servers with denial- of-service attacks, theft, social engineering, phishing, ransomware or similar disruptions from unauthorized access or attempted unauthorized access to our systems could result in the destruction, misuse or release of personal information or other sensitive data. As of the date of this annual report, we have no knowledge of any significant compromise or material financial or data loss related to a cybersecurity incident.

 

 

51


Table of Contents

 

 

  RISK FACTORS

 

 

However, it is difficult to detect or prevent evolving forms of cybersecurity incidents, and our systems, and those of our third-party service providers and of our customers, are vulnerable to cybersecurity incidents.

In the event that our systems are breached or damaged for any reason, we may suffer loss or unavailability of data and interruptions to our business operations. If such an event occurs, the unauthorized disclosure, loss or unavailability of data and the disruption to our fixed-line or wireless networks may have a material adverse effect on our business and results of operations. The costs associated with a cybersecurity incident could include increased expenditures on information and cybersecurity measures, damage to our reputation, loss of existing customers and business partners and lead to financial losses from remedial actions and potential liability, including possible litigation and sanctions. Any of these occurrences may result in a material adverse effect on our results of operations and financial condition.

Failure to achieve proper data governance could lead to data mismanagement

We process large amounts of personally identifiable information of customers and employees and are subject to various compliance, security, privacy, data quality and regulatory requirements. Failure to achieve proper data governance could lead to data mismanagement which in turn could result in data loss, regulatory investigations or sanctions, and cybersecurity risk.

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

The cost of acquiring a new subscriber is much higher than the cost of maintaining an existing subscriber. Accordingly, subscriber deactivations, or “churn,” could have a material negative impact on our operating income, even if we are able to obtain one new subscriber for each lost subscriber. A substantial majority of our subscribers are prepaid, and we do not have long-term contracts with them. Our average churn rate on a consolidated basis was 4.2% for the year ended December 31, 2018 and 4.1% for the year ended December 31, 2017. If we experience an increase in our churn rate, our ability to achieve revenue growth could be materially impacted. In addition, a decline in general

economic conditions could lead to an increase in churn, particularly among our prepaid subscribers.

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

We rely upon various key suppliers to provide us with handsets, network equipment or services, which we need to expand and operate our business. Our key suppliers include Huawei, Ericsson and Alcatel. If these suppliers fail to provide equipment or service to us on a timely basis, we could experience disruptions, which could have an adverse effect on our revenues and results of operations. In addition, we might be unable to satisfy requirements under our concessions.

Government or regulatory actions with respect to certain suppliers may impact us. For example, the government of the United States and Canada, among others, are currently conducting a regulatory review of certain international suppliers of network equipment and technologies to evaluate potential risks. We are currently unable to predict the outcome of such reviews, including any possible restrictions placed on our key suppliers , and as a result we cannot determine their potential impact on our business.

Our ability to pay dividends and repay debt depends on our subsidiaries’ ability to pay dividends and make other transfers to us

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

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

The business growth opportunities, revenue benefits, cost savings and other benefits we anticipated to result from our acquisitions, divestments and significant investments may not be achieved as expected, or may be delayed. Our

 

 

52


Table of Contents

 

 

    

 

 

divestments may also adversely affect our prospects. For example, we may be unable to fully implement our business plans and strategies for the combined businesses due to regulatory limitations, and we may face regulatory restrictions in our provision of combined services in some of the countries in which we operate. To the extent that we incur higher integration costs or achieve lower revenue benefits or fewer cost savings than expected, or if we are required to recognize impairments of acquired assets, investments or goodwill, our results of operations and financial condition may suffer.

A downgrade of Mexico’s credit rating could affect us

Credit rating agencies regularly evaluate Mexico and its sovereign rating based on various factors including macroeconomic trends, tax and budgetary conditions and indebtedness metrics. If Mexico’s sovereign credit rating is downgraded by credit rating agencies, the rating of our securities may also be downgraded, which could negatively affect our financing costs and the market price of our securities.

RISKS RELATING TO THE TELECOMMUNICATIONS INDUSTRY GENERALLY

Changes in the telecommunications industry could affect our future financial performance

The telecommunications industry continues to experience significant changes as new technologies are developed that offer subscribers an array of choices for their communications needs. These changes include, among others, regulatory changes, evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new products and changes in end-user needs and preferences. There is uncertainty as to the pace and extent of growth in subscriber demand, and as to the extent to which prices for airtime, broadband access, Pay TV and fixed-line rental may continue to decline. Our ability to compete in the delivery of high-quality internet and broadband services is particularly important, given the increasing contribution of revenues from data services to our overall growth. If we are unable to

meet future advances in competing technologies on a

timely basis or at an acceptable cost, we could lose subscribers to our competitors. In general, the development of new services in our industry requires us to anticipate and respond to the varied and continually changing demands of our subscribers. It also requires significant capital expenditure, including investment in the continual maintenance and upgrading of our networks, in order to expand coverage, increase our capacity to absorb higher bandwidth usage and adapt to new technologies. We may not be able to accurately predict technological trends or the success of new services in the market. In addition, there could be legal or regulatory restraints to our introduction of new services. If these services fail to gain acceptance in the marketplace, or if costs associated with implementation and completion of the introduction of these services materially increase, our ability to retain and attract subscribers could be adversely affected. This is true across many of the services we provide, including wireless and cable technology.

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

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

 

 

53


Table of Contents

 

 

  RISK FACTORS

 

 

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

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

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

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

 

RISKS RELATING TO OUR CONTROLLING SHAREHOLDERS, CAPITAL STRUCTURE AND TRANSACTIONS WITH AFFILIATES

Members of one family may be deemed to control us and may exercise their control in a manner that may differ from the interest of other shareholders

Based on reports of beneficial ownership of our shares filed with the SEC, Carlos Slim Helú, a member of our Board of Directors, together with his sons, daughters and grandchildren (together, the “Slim Family”), including his two sons, Carlos Slim Domit and Patrick Slim Domit, who serve as the Chairman and Vice Chairman of our Board of Directors, respectively, may be deemed to control us. The Slim Family may be able to elect a majority of the members of our Board of Directors and to determine the outcome of other actions requiring a vote of our shareholders. The interests of the Slim Family may diverge from the interests of our other investors.

We have significant transactions with affiliates

We engage in various transactions with Telesites, S.A.B. de C.V. (“Telesites”) and certain subsidiaries of Grupo Carso, S.A.B. de C.V. (“Grupo Carso”) and Grupo Financiero Inbursa, S.A.B. de C.V. (“Grupo Financiero Inbursa”), all which may be deemed for certain purposes to be under common control with América Móvil.

These transactions occur in the ordinary course of business. Transactions with affiliates may create the potential for conflicts of interest.

We also make investments together with related parties, sell investments to related parties and buy investments from related parties. For more information about our transactions with affiliates, see “Related Party Transactions” under Part IV of this annual report.

Our bylaws restrict transfers of shares in some circumstances

Our bylaws provide that any acquisition or transfer of more than 10.0% of our capital stock by any person or group of persons acting together requires the approval of our Board of Directors. You may not acquire or transfer more than

 

 

54


Table of Contents

 

 

    

 

 

10.0% of our capital stock without the approval of our Board of Directors. See “Bylaws—Restrictions of Certain Transfers” under Part IV of this annual report.

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

Under Mexican law, the protections afforded to minority shareholders are different from those in the United States. In particular, the law concerning fiduciary duties of directors is not as fully developed as in other jurisdictions, the procedure for class actions is different, and there are different procedural requirements for bringing shareholder lawsuits. As a result, in practice it may be more difficult for minority shareholders of América Móvil to seek remedies against us or our directors or controlling shareholders than it would be for shareholders of a company incorporated in another jurisdiction, such as the Delaware.

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

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

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

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

Our bylaws may only be enforced in Mexico

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

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

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

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

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

 

 

55


Table of Contents

 

 

  RISK FACTORS

 

 

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

RISKS RELATING TO DEVELOPMENTS IN MEXICO AND OTHER COUNTRIES

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

Our financial performance may be significantly affected by general economic, political and social conditions in the markets where we operate. Many countries in Latin America and the Caribbean, including Mexico, Brazil and Argentina, have undergone significant economic, political and social crises in the past, and these events may occur again in the future. We cannot predict whether changes in political administrations will result in changes in governmental policy and whether such changes will affect our business. Factors related to economic, political and social conditions that could affect our performance include:

 

  significant governmental influence over local economies;

 

  substantial fluctuations in economic growth;

 

  high levels of inflation, including hyperinflation;

 

  changes in currency values;

 

  exchange controls or restrictions on expatriation of earnings;

 

  high domestic interest rates;

 

  price controls;

 

  changes in governmental economic, tax, labor or other policies;

 

  imposition of trade barriers;

 

  changes in law or regulation; and

 

  overall political, social and economic instability.

Adverse economic, political and social conditions in Latin America, the United States, the Caribbean or in Europe may inhibit demand for telecommunication services and create uncertainty regarding our operating environment or may affect our ability to renew our licenses and concessions, to maintain or increase our market share or profitability and may have an adverse impact on future acquisitions, which could have a material adverse effect on our company. In addition, the perception of risk in the countries in which we operate may have a negative effect on the trading price of our shares and ADSs and may restrict our access to international financial markets.

In various countries where we operate, for example, elections took place during 2018, which could lead to economic, political and social changes over which we have no control. Our business may also be especially affected by conditions in Mexico and Brazil, two of our largest markets. Mexican elections in July 2018 resulted in a new president and in a new Congress with a majority of members in both houses representing a different political party from the parties that have been in power in the past. We cannot predict what changes in policy the Mexican administration may adopt, or their impact on our operations. Additionally, in Mexico, economic conditions are strongly impacted by those of the United States. There is continuing uncertainty regarding U.S. policies with respect to matters of importance to Mexico and its economy, particularly with respect to trade and migration.

Possible replacement of the LIBOR benchmark interest rate may have an impact on our business

On July 27, 2017, the U.K. Financial Conduct Authority (the authority that regulates LIBOR) announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021. Potential changes, or uncertainty related to such potential changes may adversely affect the market for loans with LIBOR-indexed interest rates. When LIBOR ceases to exist, we may need to amend the credit and loan agreements with our lenders that utilize LIBOR as a factor in determining the interest rate based on a new standard that is established, if any. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions,

 

 

56


Table of Contents

 

 

    

 

 

significant increases in benchmark rates, or borrowing costs to borrowers, any of which could have an adverse effect on our business, results of operations and financial condition.

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

We are affected by fluctuations in the value of the currencies in which we conduct operations compared to the currencies in which our indebtedness is denominated. Such changes result in exchange losses or gains on our net indebtedness and accounts payable. In 2018, we reported net foreign exchange losses of Ps.7.3 billion.

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

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

Major depreciation of the currencies in which we conduct operations may result in disruption of the international foreign exchange markets and may limit our ability to transfer or to convert such currencies into U.S. dollars and other currencies for the purpose of making timely payments of interest and principal on our indebtedness. For example, although the Mexican government does not currently restrict, and for many years has not restricted, the right or ability of Mexican or foreign persons or entities to

convert Mexican pesos into U.S. dollars or to transfer other currencies out of Mexico, it could institute restrictive exchange rate policies in the future. Similarly, the Brazilian government may impose temporary restrictions on the conversion of Brazilian reais into foreign currencies and on the remittance to foreign investors of proceeds from investments in Brazil whenever there is a serious imbalance in Brazil’s balance of payments or a reason to foresee a serious imbalance. In the past, the government of Argentina has adopted restrictions on access to the foreign exchange market and the transfer of foreign currency outside Argentina. The Argentine government could impose further exchange controls or restrictions on the movement of capital and take other measures in the future in response to capital flight or a significant depreciation of the Argentine peso.

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

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

 

 

57


Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents

 

 

     MAJOR SHAREHOLDERS

 

 

The following table sets forth our capital structure as of March 31, 2019.

 

SERIES

 

NUMBER OF SHARES

(MILLIONS)

    PERCENT OF CAPITAL    

COMBINED A SHARES AND AA

SHARES(1)

 
       

L Shares (no par value)

    44,883       68.0      
       

AA Shares (no par value)

    20,602       31.2     97.5
       

A Shares (no par value)

    539       0.8     2.5
       

Total(2)

    66,024       100.0     100.0

 

(1) The AA Shares and A Shares of América Móvil, together, are entitled to elect a majority of our directors. Holders of L Shares are entitled to limited voting rights under our bylaws. See “Bylaws—Voting Rights” under this Part IV.

(2) Figures in the table may not recalculate exactly due to rounding.

 

According to reports of beneficial ownership of our shares filed with the SEC, the Slim Family may be deemed to control us through their interests in a Mexican trust that holds AA Shares and L Shares for their benefit (the “Family Trust”), their interest in Inversora Carso, S.A. de C.V., including its subsidiary Control Empresarial de Capitales, S.A. de C.V. and their direct ownership of our shares. See “Management—Directors” and “Management—Executive Committee” under Part V and “Related Party Transactions” under this Part IV of this annual report.

The following table identifies owners of more than 5.0% of any series of our shares as of March 31, 2019. Except as described in the table below and the accompanying notes, we are not aware of any holder of more than 5.0% of any series of our shares. Figures below do not include L Shares that would be held by each shareholder upon conversion of AA Shares or A Shares, as provided for under our bylaws. See “Bylaws—Shareholders’ Equity” under this Part IV and “Management—Share Ownership of Directors and Senior Management” under Part V of this annual report.

 

SHAREHOLDER

   SHARES OWNED (MILLIONS)      PERCENT OF CLASS(1)  
 

AA SHARES:

 

     

Family Trust(2)

     10,894        52.9%  
     

Inversora Carso(3)

     4,381        21.3%  
     

Carlos Slim Helú

     1,879        9.1%  
 

L SHARES:

 

     

Inversora Carso(3)

     6,020        13.4%  
     

Family Trust(2)

     5,998        13.4%  
     

Carlos Slim Helú

     3,072        6.8%  
     

BlackRock, Inc.(4)

     2,918        6.5%  

 

(1) Percentage figures are based on the number of shares outstanding as of March 31, 2019.

(2) The Family Trust is a Mexican trust that holds AA Shares and L Shares for the benefit of members of the Slim Family. In addition to shares held by the Family Trust, members of the Slim Family, including Carlos Slim Helú, directly own an aggregate of 3,558 million AA Shares and 9,570 million L Shares representing 17.3% and 21.3%, respectively, of each series. According to beneficial reports filed with the SEC, none of these members of the Slim Family, other than Carlos Slim Helú, individually directly own more than 5.0% of any class of our shares.

(3) Includes shares owned by subsidiaries of Inversora Carso. Based on beneficial ownership reports filed with the SEC, Inversora Carso is a Mexican sociedad anónima de capital variable and may be deemed to be controlled by the Slim Family.

(4) Based on beneficial ownership reports filed with the SEC.

 

As of March 31, 2019, 15.9% of the outstanding L Shares were represented by L Share ADSs, each representing the right to receive 20 L Shares, and 99.9% of the L Share ADSs were held by 7,077 registered holders with addresses in the United States. As of such date, 35.9% of the A Shares were held in the form of A Share ADSs, each representing the right to receive 20 A Shares, and 99.8% of the A Share ADSs were held by 3,450 registered holders with addresses in the United States. Each A Share may be exchanged at the option of the holder for one L Share.

We have no information concerning the number of holdings or holders with registered addresses in the United States that hold:

 

 

AA Shares;

 

 

A Shares not represented by ADSs; or

 

 

L Shares not represented by ADSs.

 

60

 


Table of Contents

 

 

RELATED PARTY TRANSACTIONS       

 

 

Our subsidiaries purchase materials or services from a variety of companies that may be deemed for certain purposes to be under common control with us, including Telesites, Grupo Carso and Grupo Financiero Inbursa and their respective subsidiaries.

These services include insurance and banking services provided by Grupo Financiero Inbursa and its subsidiaries. In addition, we sell products in Mexico through the Sanborns and Sears Operadora México, S.A. de C.V. (“Sears”) store chains. Some of our subsidiaries also purchase network construction services and materials from subsidiaries of Grupo Carso. Our subsidiaries purchase these materials and services on terms no less favorable than they could obtain from unaffiliated parties, and would have access to other sources if our related parties ceased to provide them on competitive terms.

We and Telesites have entered into an agreement providing for site usage fees, annual price escalations and fixed annual charges that permit us to install a pre-determined amount of equipment at the sites and provide for incremental fee payments if capacity use is exceeded. The principal economic terms of the agreement conform to the reference terms published by Telesites and approved by IFT.

Note 6 to our audited consolidated financial statements included in this annual report provides additional information about our related party transactions.

 

61

 


Table of Contents

 

 

     DIVIDENDS

 

 

 

We regularly pay cash dividends on our shares. The table below sets forth the nominal amount of dividends paid per share on each date indicated, in Mexican pesos and translated into U.S. dollars at the exchange rate reported by Banco de México, as published in the Official Gazette, for each of the respective payment dates.

 

   

Payment Date

  Pesos Per Share     Dollar Per Share  
     

November 12, 2018

  Ps.      0.16   U.S.$        0.0080  
     

July 16, 2018

  Ps.      0.16   U.S.$  0.0085  
     

November 13, 2017

  Ps.      0.15   U.S.$ 0.0079  
     

July 17, 2017

  Ps.      0.15   U.S.$ 0.0085  
     

November 14, 2016

  Ps.      0.14   U.S.$ 0.0068  
     

July 15, 2016

  Ps.      0.14   U.S.$ 0.0076  
     

November 13, 2015

  Ps.      0.13   U.S.$ 0.0078  
     

September 25, 2015

  Ps.      0.30   U.S.$ 0.0177  
     

July 17, 2015

  Ps.      0.13   U.S.$ 0.0082  
     

November 14, 2014

  Ps.      0.12   U.S.$ 0.0082  
     

July 18, 2014

  Ps.      0.12   U.S.$ 0.0082  

We have offered our shareholders the option to receive a scrip dividend in the form of either cash, Series L shares or a combination thereof and may continue to do so in the future.

On April 9, 2019, our shareholders approved a cash dividend of Ps.0.35 per share, of which Ps.0.18 per share is payable on July 15, 2019 and Ps.0.17 is payable on November 11, 2019.

The declaration, amount and payment of dividends by América Móvil is determined by majority vote of the holders of AA Shares and A Shares, generally on the recommendation of the Board of Directors, and depends on our results of operations, financial condition, cash requirements, future prospects and other factors considered relevant by the holders of AA Shares and A Shares.

Our bylaws provide that holders of AA Shares, A Shares and L Shares participate equally on a per-share basis in dividend payments and other distributions, subject to certain preferential dividend rights of holders of L Shares. See “Bylaws—Dividend Rights” and “Bylaws—Preferential Rights of L Shares” under this Part IV.

 

 

 TRADING MARKETS

 

Our shares and ADSs are listed on the following markets:

 

   

Security

  Stock Exchange   Ticker Symbol
     

L Shares

  Mexican Stock Exchange—Mexico City   AMXL
     

L Share ADSs

  New York Stock Exchange—New York   AMX
     

A Shares

  Mexican Stock Exchange—Mexico City   AMXA
     

A Share ADSs

  New York Stock Exchange—New York   AMOV

 

62

 


Table of Contents

 

 

BYLAWS       

 

 

Below is a brief summary of certain significant provisions in our current bylaws and Mexican law. It does not purport to be complete and is qualified by reference to the bylaws themselves. An English translation of our bylaws has been filed with the SEC as an exhibit and is incorporated by reference to this annual report. For a description of our Board of Directors, Executive and Audit and Corporate Practices Committees and External Auditor, see “Management” under Part V of this annual report.

Organization

We are a sociedad anónima bursátil de capital variable organized under Mexican law.

Shareholders’ Equity

We have three classes of outstanding shares: AA Shares, A Shares and L Shares, all without par value, fully paid and non-assessable.

AA Shares and A Shares have full voting rights

L Shares may vote only in limited circumstances as described under “—Voting Rights” under this Part IV.

The rights of all series of shares are generally identical except for voting rights and the limitations on nonMexican ownership of AA Shares and A Shares. The AA Shares must always represent at least 51.0% of the combined AA Shares and A Shares. At least 20.0% of our outstanding shares must consist of AA Shares, and not more than 80% can be A Shares and L Shares.

Each AA Share or A Share may be exchanged at the option of the holder for one L Share, provided that the AA Shares may never represent less than 20.0% of our outstanding shares or less than 51.0% of our combined AA Shares and A Shares.

Any capital increase must be represented by new shares of each series in proportion to the number of shares of each series outstanding.

Voting Rights

Each AA Share or A Share entitles the holder to one vote at any shareholders meeting.

Each L Share entitles the holder to one vote at any meeting at which L Shares are entitled to vote. L Shares are entitled to vote to elect only two members of the Board and the corresponding alternate directors, as well as on the following limited matters: our transformation from one type of company to another; any merger involving us; the extension of our authorized corporate duration; our voluntary dissolution; any change in our corporate purpose; any transaction that represents 20.0% or more of the Company’s consolidated assets; any change in our jurisdiction of incorporation; removal of our shares from listing on the Mexican Stock Exchange or any foreign exchange; and any action that would prejudice the rights of L Shares. A resolution on any of the specified matters requires the affirmative vote of both a majority of all outstanding shares and a majority of the AA Shares and the A Shares voting together.

Shares of any series are also entitled to vote as a class on any action that would prejudice the rights of that series and are entitled to judicial relief against any action taken without their vote.

Shareholders’ Meetings

General shareholders’ meetings may be ordinary or extraordinary. Extraordinary general meetings are those called to consider certain specified matters, including, principally, changes to the bylaws, liquidation, merger and transformation, as well as to consider the removal of our shares from listing on the Mexican Stock Exchange or any foreign stock exchange. General meetings called to consider all other matters are ordinary meetings.

An ordinary general meeting of AA Shares and A Shares must be held each year to consider the approval of the financial statements for the preceding fiscal year, to elect directors and to determine the allocation of the profits. Transactions that represent 20.0% or more of our consolidated assets in any fiscal year must be approved by an ordinary general shareholder meeting of all shareholders, including L Shares. All other matters on which L Shares are entitled to vote would be considered at an extraordinary general meeting.

The two directors elected by the L Shares are elected at a special meeting of L Shares. A special meeting of the L Shares must be held each year for the election of directors.

 

 

63

 


Table of Contents

 

 

BYLAWS

 

 

 

The quorum for an ordinary general meeting of the AA Shares and A Shares is 50.0% of such shares, and action may be taken by a majority of the shares present. If a quorum is not available, a second meeting may be called at which action may be taken by a majority of the AA Shares and A Shares present, regardless of the number of such shares. Special meetings of L Shares are governed by the same rules applicable to ordinary general meetings of AA Shares and A Shares. The quorum for an extraordinary general meeting at which L Shares may not vote is 75.0% of the AA Shares and A Shares, and the quorum for an extraordinary general meeting at which L Shares are entitled to vote is 75.0% of the outstanding capital stock. If a quorum is not available in either case, a second meeting may be called and action may be taken, provided a majority of the shares entitled to vote is present. Whether on first or second call, actions at an extraordinary general meeting may be taken by a majority vote of the AA Shares and A Shares outstanding and, on matters which L Shares are entitled to vote, a majority vote of all the capital stock.

Holders of 20.0% of our outstanding capital stock may have any shareholder action set aside by filing a complaint with a Mexican court of law within 15 days after the close of the meeting at which such action was taken and showing that the challenged action violates Mexican law or our bylaws. In addition, any holder of our capital stock may bring an action at any time within five years challenging any shareholder action. Relief under these provisions is only available to holders who were entitled to vote on, or whose rights as shareholders were adversely affected by, the challenged shareholder action and whose shares were not represented when the action was taken or, if represented, voted against it.

Shareholders’ meetings may be called by the Board, its chairman, its corporate secretary, the Chairman of the Audit and Corporate Practices Committee or a Mexican court of law. The Chairman of the Board or the Chairman of the Audit and Corporate Practices Committee may be required to call a meeting of shareholders by the holders of 10.0% of the outstanding shares. Notice of meetings must be published at least 15 days prior to the meeting.

A shareholder is required to deposit its shares with a custodian in order to attend a shareholders’ meeting. A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to attend shareholders’

meetings. A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with procedures provided for in the deposit agreements. However, a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so.

Dividend Rights

At the annual ordinary general meeting of AA Shares and A Shares, the Board submits our financial statements for the previous fiscal year to the holders of AA Shares and A Shares for approval. Once financial statements are approved, the allocation of our net profits is determined, and we must allocate 5.0% of such net profits to a legal reserve, which is not thereafter available for distribution except as a stock dividend, until the amount of the legal reserve equals 20.0% of our capital stock. The remainder of net profits is available for distribution.

All shares outstanding are entitled to participate in a dividend or other distribution. L shares are entitled to a nominal preference with respect to dividends or liquidation, but the preference has no economic significance.

Preemptive Rights

In new issuances of shares, each shareholder has a preferential right to subscribe for a sufficient number of shares of the same series to maintain its existing proportionate holdings, except in certain circumstances such as mergers, convertible debentures, public offers and placement of treasury or repurchased shares. These rights cannot be traded separately from the shares. As a result, there is no trading market for such rights. Holders of ADSs may exercise these rights only through the depositary. We are not required to take steps that may be necessary to make this possible.

Limitations on Share Ownership

AA Shares and A Shares may be owned only by holders that qualify as Mexican investors as defined in the Foreign Investment Law (Ley de Inversión Extranjera) and our bylaws. AA Shares can only be held or acquired by Mexican citizens, Mexican corporations whose capital stock is held completely by Mexican citizens or other Mexican qualified investors. Non-Mexican investors cannot hold AA Shares except through trusts that effectively neutralize their votes.

 

 

64


Table of Contents

 

 

       

 

 

If a foreign government or state acquires our AA Shares, such shares would immediately be rendered without effect or value.

We have a foreign exclusion clause that restricts ownership of our shares to holders that qualify as Mexican investors. It does not apply to the L Shares, and, under transitional provisions adopted by our shareholders, it does not limit foreign ownership of A Shares outstanding as of the date of the shareholders’ meeting approving the amendment.

Restrictions on Certain Transfers

Any transfer of more than 10.0% of our voting shares, in one or more transactions, by any person or group of persons acting in concert, requires prior approval by our Board. If the Board denies such approval, however, it shall designate an alternate transferee, who must pay market price for the shares as quoted on the Mexican Stock Exchange.

Restrictions on Deregistration in Mexico

Our shares are registered with the RNV maintained by the CNBV.

If we wish to cancel our registration, or if it is cancelled by the CNBV, we are required to conduct a public offer to purchase all of the outstanding shares prior to such cancellation. Such offer shall exclude our controlling group of shareholders. If, after the public offer is concluded, there are still outstanding shares held by the general public, we will be required to create a trust for a period of six months, with funds in an amount sufficient to purchase, at the same price as the offer price, the number of outstanding shares held by the public that did not participate in the offer.

Unless the CNBV authorizes otherwise, upon the prior approval of the Board, which must take into account the opinion of the Audit and Corporate Practices Committee, the offer price will be the higher of (i) the average of the closing price during the previous 30 days on which the shares may have been quoted or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the CNBV and to the Mexican Stock Exchange.

The voluntary cancellation of the registration shall be subject to (i) the prior authorization of the CNBV and (ii) the authorization of not less than 95.0% of the outstanding capital stock in a general extraordinary shareholders’ meeting.

Tender Offer Requirement

Certain significant acquisitions of our capital stock may require the purchaser to make a tender offer.

Other Provisions

EXCLUSIVE JURISDICTION. Our bylaws provide that legal actions relating to the execution, interpretation or performance of the bylaws shall be brought only in Mexican courts.

PURCHASE OF OUR OWN SHARES. We may repurchase our shares on the Mexican Stock Exchange at any time at the then-prevailing market price. Any such repurchase must conform to guidelines established by the Board, and the amount available to repurchase shares must be approved by the general ordinary shareholders’ meeting. The economic and voting rights corresponding to repurchased shares may not be exercised during the period in which we own such shares, and such shares are not deemed to be outstanding for purposes of calculating any quorum or vote at any shareholders’ meeting during such period.

CONFLICT OF INTEREST. A shareholder that votes on a business transaction in which its interest conflicts with our interests may be liable for damages, but only if the transaction would not have been approved without its vote.

WITHDRAWAL RIGHTS. Whenever a shareholders meeting approve a change of corporate purposes, change of nationality of the corporation or transformation from one type of company to another, any shareholder entitled to vote on such change that has voted against may withdraw and receive the book value of its shares, provided this right is exercised within 15 days following the meeting.

 

 

65


Table of Contents

 

 

BYLAWS

 

 

American Depositary Shares

Citibank, N.A. (“the Depositary”) serves as the depositary for our ADSs and our American Depository Receipts (“ADR”) program. ADS holders are required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

ADS holders are required to pay the Depositary amounts in respect of expenses incurred by the Depositary or its agents on behalf of ADS holders, including expenses arising from (i) taxes or other governmental charges, (ii) registration fees payable to us that may be applicable to the transfer of shares upon deposits to or withdrawals from the ADS program, (iii) cable, telex and facsimile transmission, (iv) conversion of foreign currency into U.S. dollars, (v) compliance with exchange control regulations and other regulatory requirements or (vi) servicing of the ADSs or the shares underlying ADSs. The Depositary may decide in its sole discretion to seek payment either by billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

ADS holders are also required to pay additional fees for certain services provided by the Depositary, as set forth in the table below.

 

DEPOSITARY SERVICE

   FEE PAYABLE BY ADS HOLDERS
   

Issuance and delivery of ADSs, including in connection with share distributions, purchase rights, sales and stock splits

   Up to U.S.$5.00 per 100 ADSs (or a fraction thereof)
   

Cash distributions

   Up to U.S.$5.00 per 100 ADSs (or a fraction thereof)
   

Surrender, withdrawal or cancellation

   Up to U.S.$5.00 per 100 ADSs (or a fraction thereof)
   

Share distributions other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares)

   Up to U.S.$5.00 per 100 ADSs (or a fraction thereof)
   

ADS services

   Up to U.S.$5.00 per 100 ADSs (or a fraction thereof) held on the applicable record date(s) established by the Depositary

Payments by the Depositary

The Depositary reimburses us for certain expenses we incur in connection with the ADR program, subject to a ceiling agreed between us and the Depositary from time to time. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADS holders. During the year ended December 31, 2018, the Depositary reimbursed us a total of U.S.$2.1 million for reimbursable expenses.

 

66


Table of Contents

 

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER        

AND AFFILIATED PURCHASERS       

 

 

We periodically repurchase our L Shares and A Shares on the open market using funds authorized by our shareholders specifically for the repurchase of L Shares and A Shares by us at our discretion. In the annual ordinary shareholders’ meeting held on April 9, 2019, our shareholders authorized an allocation of Ps.3.0 billion to repurchase L Shares and A Shares from April 2019 to April 2020.

The following tables set out information concerning purchases of our L Shares and A Shares by us and our affiliated purchasers in 2018. We did not repurchase our L Shares or A Shares other than through the share repurchase program.

 

PERIOD

  TOTAL NUMBER
OF L SHARES
PURCHASED
(1)
    AVERAGE PRICE
PER L SHARES
    TOTAL NUMBER OF L SHARES
PURCHASED AS PART OF
PUBLICLY ANNOUNCED
PLANS OR PROGRAMS
    APPROXIMATE MEXICAN PESO
VALUE OF L SHARES THAT MAY
YET BE PURCHASED UNDER THE
PLANS OR PROGRAMS
(2)
 
         

January 2018

    4,300,000       Ps.      16.82       4,300,000     Ps.       2,186,861,427  
         

February 2018

    1,318,000       17.26       1,318,000       2,162,900,627  
         

March 2018

                      2,162,900,627  
         

April 2018

                      2,162,900,627  
         

May 2018

    2,560,156       16.14       2,560,156       2,958,688,268  
         

June 2018

    2,080,000       15.49       2,080,000       2,926,474,720  
         

July 2018

    3,210,000       16.15       3,210,000       2,874,640,889  
         

August 2018

    2,680,000       15.86       2,680,000       2,832,132,042  
         

September 2018

    2,081,508       15.45       2,081,508       2,799,978,412  
         

October 2018

    7,880,400       14.46       7,880,400       2,686,010,961  
         

November 2018

    4,988,725       13.09       4,988,725       2,620,438,367  
         

December 2018

    2,918,607       13.94       2,918,607       2,579,763,369  

Total

    34,017,396         34,017,396      
 

(1) This includes purchases by us and our affiliated purchasers in 2018.

(2) This is the approximate peso amount available at the end of the period for purchases of both L Shares and A Shares pursuant to our share repurchase program.

 

  

  

 

PERIOD

  TOTAL NUMBER
OF A SHARES
PURCHASED
(1)
    AVERAGE PRICE
PER A SHARES
    TOTAL NUMBER OF A SHARES
PURCHASED AS PART OF
PUBLICLY ANNOUNCED
PLANS OR PROGRAMS
    APPROXIMATE MEXICAN PESO
VALUE OF A SHARES THAT MAY
YET BE PURCHASED UNDER THE
PLANS OR PROGRAMS
(2)
 
         

January 2018

    130,382       Ps.      17.07       130,382     Ps.       2,186,861,427  
         

February 2018

    74,987       16.22       74,987       2,162,900,627  
         

March 2018

                      2,162,900,627  
         

April 2018

                      2,162,900,627  
         

May 2018

                      2,958,688,268  
         

June 2018

                      2,926,474,720  
         

July 2018

                      2,874,640,889  
         

August 2018

                      2,832,132,042  
         

September 2018

                      2,799,978,412  
         

October 2018

                      2,686,010,961  
         

November 2018

    20,248       13.65       20,248       2,620,438,367  
         

December 2018

                      2,579,763,369  

Total

  225,617           225,617        
 

(1) This includes purchases by us and our affiliated purchasers in 2018.

(2) This is the approximate peso amount available at the end of the period for purchases of both L Shares and A Shares pursuant to our share repurchase program.

 

  

  

 

67

 


Table of Contents

 

 

       TAXATION OF SHARES AND ADSS

 

 

The following summary contains a description of certain Mexican federal and U.S. federal income tax consequences of the acquisition, ownership and disposition of L Shares, A Shares, L Share ADSs or A Share ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, hold or sell shares or ADSs.

This discussion does not constitute, and should not be considered as, legal or tax advice to holders. The discussion is for general information purposes only and is based upon the federal tax laws of Mexico (including the Mexican Income Tax Law (Ley del Impuesto sobre la Renta) and the United States in effect on the date of this annual report, including the Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion and the protocols thereto between the United States and Mexico currently in force (together, the “Tax Treaty”) and the agreement between the United States and Mexico concerning the exchange of information with respect to tax matters. The Tax Treaty is subject to change, and such changes may have retroactive effects. Holders of shares or ADSs should consult their own tax advisors as to the Mexican, U.S. or other tax consequences of the purchase, ownership and disposition of shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws.

MEXICAN TAX CONSIDERATIONS

The following is a general summary of the principal consequences under the Mexican Income Tax Law and the rules and regulations thereunder, as currently in effect, of an investment in shares or ADSs by a holder that is not a resident of Mexico and that will not hold shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment in Mexico (a “nonresident holder”).

For purposes of Mexican taxation, the definition of residence is highly technical and residence arises in several situations. Generally, an individual is a resident of Mexico if he or she has established his or her home or center of vital interests in Mexico, and a corporation is considered a resident if it has its place of effective management in Mexico. However, any determination of residence should take into account the particular situation of each person or legal entity.

If a legal entity or an individual is deemed to have a permanent establishment in Mexico for Mexican tax purposes, all income attributable to that permanent establishment will be subject to Mexican income taxes, in accordance with applicable tax laws.

This summary does not purport to be a comprehensive description of all the Mexican tax considerations that may be relevant to a decision to purchase, own or dispose of the shares. In particular, this summary (i) does not describe any tax consequences arising under the laws of any state, locality, municipality or taxing jurisdiction other than certain federal laws of Mexico and (ii) does not address all of the Mexican tax consequences that may be applicable to specific holders of the shares, including a holder:

 

  whose shares were not acquired through the Mexican Stock Exchange or other markets authorized by the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) or the Mexican Federal Tax Code;

 

  of shares or ADSs that control us;

 

  that holds 10.0% or more of our shares;

 

  that is part of a group of persons for purposes of Mexican law that controls us (or holds 10.0% or more of our shares); or

 

  that is a resident of Mexico or is a corporation resident in a tax haven (as defined by the Mexican Income Tax Law).

Tax Treaties

Provisions of the Tax Treaty that may affect the taxation of certain U.S. holders (as defined below) are summarized below.

The Mexican Income Tax Law has established procedural requirements for a nonresident holder to be entitled to benefits under any of the tax treaties to which Mexico is a party, including on dispositions and dividends. These procedural requirements include, among others, the obligation to (i) prove tax treaty residence, (ii) file tax calculations made by an authorized certified public accountant or an informational tax statement, as the case may be, and (iii) appoint representatives in Mexico for taxation purposes. Parties related to the issuer may be subject to additional procedural requirements.

 

 

68

 


Table of Contents

 

 

    

 

 

 

Payment of Dividends

Dividends, either in cash or in kind, paid with respect to L Shares, A Shares, L Share ADSs or A Share ADSs will generally be subject to a 10.0% Mexican withholding tax (provided that no Mexican withholding tax will apply to distributions of net taxable profits generated before 2014).

Taxation of Dispositions

The tax rate on income realized by a nonresident holder from a disposition of shares through the Mexican Stock Exchange is generally 10.0%, which is applied to the net gain realized on the disposition. This tax is payable through withholding made by intermediaries. However, such withholding does not apply to a nonresident holder who certifies that the holder is resident in a country with which Mexico has entered into an income tax treaty.

The sale or other transfer or disposition of shares not carried out through the Mexican Stock Exchange and not held in the form of ADSs will be subject to a 25% tax rate in Mexico, which is applicable to the gross proceeds realized from the sale. Alternatively, a nonresident holder may, subject to certain requirements, elect to pay taxes on the net gain realized from the sale of shares at a rate of 35%.

The sale or disposition of ADSs through securities exchanges or markets recognized under the Mexican federal tax code (which includes the NYSE) by nonresidents who are residents of a country with which Mexico has entered into an income tax treaty is not subject to income tax in Mexico under the current tax rules. The tax treatment of such transfer of ADSs by nonresidents who are also not residents of a country with which Mexico has entered into an income tax treaty is not clear under the current Mexican tax rules.

Pursuant to the Tax Treaty, gains realized by a U.S. resident that is eligible to receive benefits pursuant to the Tax Treaty from the sale or other disposition of shares or ADSs, even if the sale or disposition is not carried out under the circumstances described in the preceding paragraphs, will not be subject to Mexican income tax, provided that the gains are not attributable to a permanent establishment or a fixed base in Mexico, and further provided that such U.S. holder owned less than 25% of the shares representing our capital stock (including ADSs), directly or indirectly, during

the 12-month period preceding such disposition. U.S. residents should consult their own tax advisors as to their possible eligibility under the Tax Treaty.

Gains and gross proceeds realized by other nonresident holders that are eligible to receive benefits pursuant to other income tax treaties to which Mexico is a party may be exempt from Mexican income tax, in whole or in part. Non-U.S. holders should consult their own tax advisors as to their possible eligibility under such treaties.

Other Mexican Taxes

A nonresident holder generally will not be liable for estate, inheritance or similar taxes with respect to its holdings of shares or ADSs; provided, however, that gratuitous transfers of shares or ADSs may, in certain circumstances, result in the imposition of a Mexican tax upon the recipient. There are no Mexican stamp, issue registration or similar taxes payable by a nonresident holder with respect to shares or ADSs.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax consequences to U.S. holders (as defined below) of the acquisition, ownership and disposition of shares or ADSs. The summary does not purport to be a comprehensive description of all of the tax consequences of the acquisition, ownership or disposition of shares or ADSs. The summary applies only to U.S. holders that will hold their shares or ADSs as capital assets and does not apply to special classes of U.S. holders, such as dealers in securities or currencies, holders with a functional currency other than the U.S. dollar, holders of 10.0% or more of our shares measured by vote or value (whether held directly or through ADSs or both), tax-exempt organizations, banks, insurance companies or other financial institutions, holders liable for the alternative minimum tax, securities traders electing to account for their investment in their shares or ADSs on a mark-to-market basis, entities that are treated for U.S. federal income tax purposes as partnerships or other pass-through entities or equity holders therein and persons holding their shares or ADSs in a hedging transaction or as part of a straddle or conversion transaction.

 

 

69


Table of Contents

 

 

       TAXATION OF SHARES AND ADSS

 

 

For purposes of this discussion, a “U.S. holder” is a holder of shares or ADSs that is:

 

  a citizen or resident of the United States of America,

 

  a corporation (or other entity taxable as a corporation) organized under the laws of the United States of America or any state thereof or

 

  otherwise subject to U.S. federal income taxation on a net income basis with respect to the shares or ADSs.

Each U.S. holder should consult such holder’s own tax advisor concerning the overall tax consequences to it of the ownership or disposition of shares or ADSs that may arise under foreign, state and local laws.

Treatment of ADSs

In general, a U.S. holder of ADSs will be treated as the owner of the shares represented by those ADSs for U.S. federal income tax purposes. Deposits or withdrawals of shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. U.S. holders that withdraw any shares should consult their own tax advisors regarding the treatment of any foreign currency gain or loss on any pesos received in respect of such shares.

Taxation of Distributions

In general, a U.S. holder will treat the gross amount of distributions we pay, without reduction for Mexican withholding tax, as dividend income for U.S. federal income tax purposes to the extent of our current and accumulated earnings and profits. Because we do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions paid to U.S. holders generally will be reported as dividends. In general, the gross amount of any dividends will be includible in the gross income of a U.S. holder as ordinary income on the day on which the dividends are received by the U.S. holder, in the case of shares, or by the depositary, in the case of ADSs.

Dividends will be paid in pesos and will be includible in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date that they are received by the U.S. holder, in the case of shares, or

by the depositary, in the case of ADSs (regardless of whether such pesos are in fact converted into U.S. dollars on such date). If such dividends are converted into U.S. dollars on the date of such receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividends. U.S. holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any pesos received by a U.S. holder or depositary that are converted into U.S. dollars on a date subsequent to receipt. Dividends paid by us will not be eligible for the dividends-received deduction allowed to corporations under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

The amount of Mexican tax withheld generally will give rise to a foreign tax credit or deduction for U.S. federal income tax purposes. Dividends generally will constitute “passive category income” for purposes of the foreign tax credit (or, in the case of certain U.S. holders, “general category income”). The foreign tax credit rules are complex. U.S. holders should consult their own tax advisors with respect to the implications of those rules for their investments in our shares or ADSs.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual with respect to the shares or ADSs will be subject to taxation at reduced rates if the dividends are “qualified dividends.” Dividends paid on the shares or ADSs will be treated as qualified dividends if (i) (A) the shares or ADSs are readily tradable on an established securities market in the United States or (B) we are eligible for the benefits of a comprehensive tax treaty with the United States which the U.S. Treasury determines is satisfactory for purposes of this provision and which includes an exchange of information program, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The ADSs are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the Tax Treaty meets the requirements for reduced rates of taxation, and we believe we are eligible for the benefits of the Tax Treaty. Based on our audited consolidated financial statements, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to the

 

 

70


Table of Contents

 

 

    

 

 

2017 and 2018 taxable year. In addition, based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, we do not anticipate becoming a PFIC for the 2019 taxable year. Holders of shares or ADSs should consult their own tax advisors regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

Distributions of additional shares or ADSs to U.S. holders with respect to their shares or ADSs that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Taxation of Dispositions

A U.S. holder generally will recognize capital gain or loss on the sale or other disposition of the shares or ADSs in an amount equal to the difference between the U.S. holder’s basis in such shares or ADSs (in U.S. dollars) and the amount realized on the disposition (in U.S. dollars, determined at the spot rate on the date of disposition if the amount realized is denominated in a foreign currency). Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of disposition, the shares or ADSs have been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is taxable at reduced rates. The deductibility of a capital loss is subject to limitations.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of such Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, the shares or ADSs.

Information Reporting and Backup Withholding

Dividends on, and proceeds from the sale or other disposition of, the shares or ADSs paid to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the holder:

 

  establishes that it is an exempt recipient, if required, or

 

  provides an accurate taxpayer identification number on a properly completed Internal Revenue Service Form W-9 and certifies that no loss of exemption from backup withholding has occurred.

The amount of any backup withholding from a payment to a holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the Internal Revenue Service.

U.S. Tax Consequences for Non-U.S. holders

DISTRIBUTIONS. A holder of shares or ADSs that is, with respect to the United States, a foreign corporation or a nonresident alien individual (a “non-U.S. holder”) will generally not be subject to U.S. federal income or withholding tax on dividends received on shares or ADSs, unless such income is effectively connected with the conduct by the holder of a U.S. trade or business.

DISPOSITIONS. A non-U.S. holder of shares or ADSs will not be subject to U.S. federal income or withholding tax on gain realized on the sale of shares or ADSs, unless:

 

  such gain is effectively connected with the conduct by the holder of a U.S. trade or business or

 

  in the case of gain realized by an individual holder, the holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

INFORMATION REPORTING AND BACKUP WITHHOLDING. Although non-U.S. holders generally are exempt from backup withholding, a non-U.S. holder may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.

 

 

71


Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents

 

 

       MANAGEMENT

 

 

DIRECTORS

Our Board of Directors has broad authority to manage our company. Our bylaws provide for the Board of Directors to consist of between five and 21 directors and allow for the election of an equal number of alternate directors. Directors need not be shareholders. A majority of our directors and a majority of the alternate directors must be Mexican citizens and elected by Mexican shareholders.

A majority of the holders of the AA Shares and A Shares voting together elect a majority of the directors and alternate directors, provided that any holder or group of holders of at least 10.0% of the total AA Shares and A Shares is entitled to name one director and one alternate director. Two directors and two alternate directors, if any, are elected by a majority vote of the holders of L Shares. Each alternate director may attend meetings of the Board of Directors and vote in the absence of the corresponding director. Directors and alternate directors are elected or reelected at each annual general meeting of shareholders and each annual ordinary special meeting of holders of L Shares, and each serves until a successor is elected and takes office. In accordance with the Mexican Securities Market Law (Ley del Mercado de Valores), the determination as to the independence of our directors is made by our shareholders, though the CNBV may challenge this determination. Pursuant to our bylaws and the Mexican Securities Market Law, at least 25.0% of our directors must be independent. In order to have a quorum for a meeting of

the Board of Directors, a majority of those present must be Mexican nationals.

At the annual general shareholders’ meeting held on April 9, 2019, the current members of the Board of Directors, as well as all current members of the Executive Committee and the Audit and Corporate Practices Committee, were reelected, and the Corporate Secretary and the Corporate Pro Secretary were reappointed, with 14 directors elected by the AA Shares and A Shares voting together and two directors elected by the L Shares.

Our bylaws provide that the members of the Board of Directors are elected for a term of one year. Pursuant to Mexican law, members of the Board continue in their positions after the expiration of their terms for up to an additional 30-day period if new members are not elected. Furthermore, in certain circumstances provided under the Mexican Securities Market Law, the Board of Directors may elect temporary directors who then may be elected or replaced at the shareholders’ meetings.

The names and positions of the members of the Board reelected or elected for the first time at the annual general shareholders’ meeting held on April 9, 2019, their year of birth, and information concerning their committee membership and principal business activities outside América Móvil are set forth below:

 

 

74

 


Table of Contents

 

 

    

 

 

Directors elected by holders of Series AA and Series A Shares:

 

 

CARLOS SLIM DOMIT

Chairman of the Board and the Executive Committee

 

 

Born:

 

  

 

1967

 

 

First elected:

 

  

2011

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chairman of the Board of Telmex

 

 

Other directorships:

 

  

Chairman of the Board of Grupo Carso, Grupo Sanborns, S.A.B. de C.V. (“Grupo Sanborns”) and U.S. Commercial Corp, S.A. de C.V.

 

 

Business experience:

 

  

Chief Executive Officer of Sanborn Hermanos, S.A. de C.V. (“Sanborn Hermanos”)

 

 

PATRICK SLIM DOMIT

Vice Chairman and Member of the Executive Committee

 

 

Born:

 

  

 

1969

 

 

First elected:

 

  

2004

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Vice Chairman of our Board of Directors

 

 

Other directorships:

 

  

Director of Grupo Carso, Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (“IDEAL”) and Telmex

 

 

Business experience:

 

  

Chief Executive Officer of Grupo Carso and Vice President of Commercial Markets of Telmex

 

 

DANIEL HAJJ ABOUMRAD

Director and Member

of the Executive Committee

 

 

Born:

 

  

 

1966

 

 

First elected:

 

  

2000

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chief Executive Officer of América Móvil

 

 

Other directorships:

 

  

Director of Grupo Carso and Telmex

 

  Business experience:   

Chief Executive Officer of Compañía Hulera Euzkadi, S.A. de C.V.

 

 

CARLOS SLIM HELÚ

Director

 

 

Born:

 

  

 

1940

 

 

First elected:

 

  

2015

 

 

Term expires:

 

  

2020

 

 

Principal occupation and Business experience:

 

  

Chairman of the Board of Minera Frisco, S.A.B. de C.V. and Carso Infraestructura y Construcción, S.A. de C.V.; Director of IDEAL, Grupo Sanborns and Inmuebles Carso, S.A. de C.V. (“Inmuebles Carso”)

 

 

75


Table of Contents

 

 

       MANAGEMENT

 

 

 

LUIS ALEJANDRO SOBERÓN KURI

Director

 

 

Born:

 

  

 

1960

 

 

First elected:

 

  

2000

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chief Executive Officer and Chairman of the Board of Serinem México, S.A. de C.V. (a subsidiary of Corporación Interamericana de Entretenimiento, S.A.B. de C.V. (“CIE”))

 

 

Other directorships:

 

  

Director of CIE; Director of Banco Nacional de México, S.A.

 

 

Business experience:

 

  

Various positions at CIE

 

CARLOS BREMER GUTIÉRREZ

Director and Member of the Audit and Corporate Practices Committee

 

Born:

  

1960

 

First elected:

 

  

2004

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chief Executive Officer of Value Grupo Financiero, S.A.B. de C.V. and Value S.A. de C.V., Casa de Bolsa

 

 

Other directorships:

 

  

Chairman of Value Grupo Financiero, S.A.B. de C.V. and Director of Grupo GICSA, S.A.B. de C.V.

 

 

Business experience:

 

  

Various positions at Value Grupo Financiero, S.A.B. de C.V.

 

FRANCISCO MEDINA CHÁVEZ

Director

 

Born:

 

  

1956

 

 

First elected:

 

  

2018

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chief Executive Officer and Chairman of Grupo Fame, S.A. de C.V., and Chairman of Grupo Altozano

 

 

Other directorships:

 

  

Director of Banamex Citigroup México and Telmex

 

 

Business experience:

 

  

Director of Aeromexico and Mitsui Mexico

 

 

76


Table of Contents

 

 

    

 

 

 

ERNESTO VEGA VELASCO

Director, Chairman of the Audit and Corporate Practices Committee

 

 

Born:

 

  

 

1937

 

 

First elected:

 

  

2007

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Retired. Member of the board of directors and audit and corporate practices, planning and finance and evaluation and compensation committees of certain companies.

 

 

Other directorships:

 

  

Director of Kuo, S.A.B. de C.V., Dine, S.A.B. de C.V., Inmuebles Carso, IDEAL; and Industrias Peñoles, S.A.B. de C.V.

 

 

Business experience:

 

  

Various positions in Desc Group, including Corporate Vice-President

 

RAFAEL MOISÉS KALACH MIZRAHI

Director and Member of the Audit and Corporate Practices Committee

 

Born:

  

1946

 

First elected:

 

  

2012

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chairman and Chief Executive Officer of Grupo Kaltex, S.A. de C.V. (“Grupo Kaltex”)

 

 

Other directorships:

 

  

Director of Telmex and Grupo Carso

 

 

Business experience:

 

  

Various positions in Grupo Kaltex

 

ANTONIO COSÍO PANDO

Director

 

Born:

  

1968

 

First elected:

 

  

2015

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Vice President of Grupo Hotelero las Brisas, S.A. de C.V. (“Grupo Brisas”), Compañía Industrial Tepeji del Río, S.A. de C.V., and Bodegas de Santo Tomás, S.A. de C.V.

 

 

Other directorships:

 

  

Director of Grupo Financiero Inbursa, Inmuebles Carso, Grupo Carso, Grupo Sanborns, Corporación Actinver S.A.B. de C.V., Grupo Aeromexico S.A.B. de C.V., and Telmex

 

 

Business experience:

 

  

Various positions in Grupo Brisas and Compañía Industrial Tepeji del Río, S.A. de C.V.

 

 

77


Table of Contents

 

 

       MANAGEMENT

 

 

 

ARTURO ELÍAS AYUB

Director

 

 

Born:

 

  

 

1966

 

 

First elected:

 

  

2011

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Head of Strategic Alliances, Communications and Institutional Relations of Telmex; Chief Executive Officer of Fundación Telmex

 

 

Other directorships:

 

  

Chairman of the Board of Publicidad y Contenido Editori- al, S.A. de C.V.; Director of Grupo Sanborns, Grupo Carso, Sears and TM&MS LLC

 

 

Business experience:

 

  

Chief Executive Officer of Sociedad Comercial Cadena, President of Pastelería Francesa (El Globo) and President of Club Universidad Nacional, A.C.

 

OSCAR VON HAUSKE SOLÍS

Director

 

Born:

 

  

1957

 

 

First elected:

 

  

2011

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chief Fixed-line Operations Officer of América Móvil

 

 

Other directorships:

 

  

Member of Telekom Austria’s Supervisory Board

 

 

Business experience:

 

  

Chief Executive Officer of Telmex Internacional, Chief Systems and Telecommunications Operators Officer of Telmex and member of KPN’s supervisory board

 

LOUIS C. CAMILLERI

Director

 

Born:

 

  

1955

 

 

First elected:

 

  

2011

 

 

Term expires:

 

  

2020

 

 

Principal occupation:

 

  

Chairman of Philip Morris International

 

 

Other directorships:

 

  

Director of Ferrari N.V.

 

 

Business experience:

 

  

Chairman and Chief Executive Officer of Altria and various positions in Philip Morris International

 

VANESSA HAJJ SLIM

Director

 

Born:

 

  

1997

 

 

First elected:

 

  

2018

 

 

Term expires:

 

  

2020

 

 

78


Table of Contents

 

 

    

 

 

Directors elected by holders of Series L Shares:

 

 

PABLO ROBERTO GONZÁLEZ GUAJARDO

Director and Member of the Audit and Corporate Practices Committee

 

 

Born:

 

 

 

1967

 

 

First elected:

 

 

2007

 

 

Term expires:

 

 

2020

 

 

Principal occupation:

 

 

Chief Executive Officer of Kimberly Clark de México

 

 

Other directorships:

 

 

Director of Kimberly Clark de México, S.A.B de C.V. (“Kimberly Clark de México”), Grupo Sanborns, and Grupo Lala, S.A.B. de C.V.

 

 

Business experience:

 

 

Various positions in the Kimberly Clark Corporation and Kimberly Clark de México, as well as Director of Acciones y Valores Banamex S.A. de C.V. Casa de Bolsa

 

DAVID IBARRA MUÑOZ

Director

 

Born:

 

 

1930

 

 

First elected:

 

 

2000

 

 

Term expires:

 

 

2020

 

 

Principal occupation:

 

 

Retired

 

 

Other directorships:

 

 

Director of Grupo Financiero Inbursa, IDEAL and Grupo Carso

 

 

Business experience:

 

 

Chief Executive Officer of Nacional Financiera, S.N.C., served in the Mexican Ministry of Finance and Public Credit

 

 

The annual ordinary general shareholders’ meeting held on April 9, 2019, determined that the following directors are independent: Messrs. Ernesto Vega Velasco, Carlos Bremer Gutiérrez, Pablo Roberto González Guajardo, David Ibarra Muñoz, Antonio Cosío Pando, Louis C. Camilleri, Rafael Moisés Kalach Mizrahi, Luis Alejandro Soberón Kuri and Francisco Medina Chávez.

Alejandro Cantú Jiménez, our General Counsel, serves as Corporate Secretary and Rafael Robles Miaja as Corporate Pro-Secretary.

Daniel Hajj Aboumrad and Arturo Elías Ayub are sons-in-law of Carlos Slim Helú and brothers-in-law of Patrick Slim Domit and Carlos Slim Domit. Patrick Slim Domit and Carlos Slim Domit are sons of Carlos Slim Helú. Vanessa Hajj Slim is the daughter of Daniel Hajj Aboumrad and the granddaughter of Carlos Slim Helú.

EXECUTIVE COMMITTEE

Our bylaws provide that the Executive Committee may generally exercise the powers of the Board of Directors, with certain exceptions. In addition, the Board of Directors is required to consult the Executive Committee before deciding on certain matters set forth in the bylaws, and the Executive Committee must provide its views within 10 calendar days following a request from the Board of Directors, the Chief Executive Officer or the Chairman of the Board of Directors. If the Executive Committee is unable to make a recommendation within ten calendar days, or if a majority of the Board of Directors or any other corporate body duly acting within its mandate determines in good faith that action cannot be deferred until the Executive Committee makes a recommendation, the Board of Directors is authorized to act without such recommendation. The Executive Committee may not delegate its powers to special delegates or attorneys-in-fact.

 

 

79


Table of Contents

 

 

       MANAGEMENT

 

 

The Executive Committee is elected from among the directors and alternate directors by a majority vote of the holders of common shares (AA Shares and A Shares). The majority of its members must be Mexican citizens and elected by Mexican shareholders. The current members of the Executive Committee are Messrs. Carlos Slim Domit, Patrick Slim Domit and Daniel Hajj Aboumrad. See “Major Shareholders” under Part IV of this annual report.

AUDIT AND CORPORATE PRACTICES COMMITTEE

Our Audit and Corporate Practices Committee is comprised of independent members of the Board of Directors. The Audit and Corporate Practices Committee consists of Messrs. Ernesto Vega Velasco (Chairman), Rafael Moisés Kalach Mizrahi, Pablo Roberto González Guajardo and Carlos Bremer Gutiérrez. The mandate of the Audit and Corporate Practices Committee is to assist our Board of Directors in overseeing our operations, establish and monitor procedures and controls in order to ensure that the financial information we distribute is useful, appropriate and reliable and accurately reflects our financial position. In particular, the Audit and Corporate Practices Committee is required to, among other things:

 

  provide opinions to the Board of Directors on certain matters as provided by the Mexican Securities Market Law;

 

  call shareholders’ meetings and recommend inclusion of matters it deems appropriate on the agenda;

 

  inform the Board of Directors of our internal controls and their adequacy;

 

  select our auditors, review and pre-approve the scope and terms of their engagement and determine their compensation;

 

  monitor the performance of our auditors and re-evaluate the terms of their engagement;

 

  recommend procedures for preparing financial statements and internal controls;

 

  monitor internal controls and accounting for specified types of matters;
  propose procedures for the preparation of financial statements for internal use that are consistent with the published financial statements;

 

  assist the Board of Directors in preparing reports as provided by the Mexican Securities Market Law;

 

  discuss with our auditors the annual financial statements and the accounting principles being applied in the annual and the interim financial statements and, based on such discussions, recommend their approval to the Board of Directors;

 

  resolve disagreements between our management and auditors relating to our financial statements;

 

  request the opinion of independent experts when deemed appropriate or when required by law;

 

  approve services to be provided by our auditors or establish policies and procedures for the pre-approval of services by our auditors;

 

  obtain from our auditors a report that includes a discussion of critical accounting policies used by us, any alternative accounting treatments for material items that have been discussed by management with our auditors and any other written communications between our auditors and management;

 

  report to the Board of Directors on its activities;

 

  develop procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, including for the confidential submission of concerns regarding such matters by employees;

 

  evaluate the performance of the external auditors;

 

  review and discuss our financial statements and advise the Board of Directors of the committee’s recommendations for approval of such financial statements;

 

  receive and analyze recommendations and observations to its functions from shareholders, members of the Board of Directors and senior management and receive the authority to act upon such recommendations and observations;
 

 

80


Table of Contents

 

 

    

 

 

  recommend to the Board of Directors procedures for the selection and succession of our Chief Executive Officer and our other principal executives;

 

  propose criteria for evaluating executive performance;

 

  analyze the proposals of the Chief Executive Officer concerning the structure and amount of compensation for our senior executives and raise them with the Board of Directors;

 

  review new executive compensation programs and the operations of existing programs;

 

  establish contracting practices to avoid excessive payments to executives;

 

  assist the Board of Directors in developing appropriate personnel policies;

 

  participate with the Board of Directors in developing a plan for employees to invest in our L Shares and review the implementation of such plan; and

 

  perform any other functions the Board of Directors may delegate to the Audit and Corporate Practices Committee.

Under certain circumstances specified in our bylaws, the Audit and Corporate Practices Committee is required to provide its opinion to the Board of Directors. The Company is required to make public disclosure of any Board action that is inconsistent with the opinion of the Audit and Corporate Practices Committee.

In addition, pursuant to our bylaws, the Audit and Corporate Practices Committee is in charge of our corporate governance functions under the Mexican securities laws and regulations and is required to submit an annual report to the Board of Directors with respect to our corporate and audit practices. The Audit and Corporate Practices Committee must request the opinions of our executive officers for purposes of preparing this annual report. The Board of Directors must seek the opinion of the Audit and Corporate Practices Committee regarding any transaction with a related party that is outside the ordinary course of our business as defined under the Mexican Securities Market Law. Each member of the Audit and Corporate Practices Committee is independent, as determined by our shareholders pursuant to the Mexican Securities Market Law and as defined under Rule 10A-3 under the Exchange.

 

 

SENIOR MANAGEMENT

The names, responsibilities and prior business experience of our senior officers are as follows:

 

DANIEL HAJJ ABOUMRAD

Chief Executive Officer

   Appointed:    2000
   Business experience:    Director of Telmex; Chief Executive Officer of Compañía Hulera Euzkadi, S.A. de C.V.

CARLOS JOSÉ GARCÍA MORENO ELIZONDO

Chief Financial Officer

   Appointed:    2001
   Business experience:    General Director of Public Credit at the Ministry of Finance and Public Credit; Managing Director of UBS Warburg; Associate Director of Financing at Petróleos Mexicanos (Pemex); Member of Telekom Austria’s Supervisory Board; Member of KPN Supervisory Board

ALEJANDRO CANTÚ JIMÉNEZ

General Counsel

   Appointed:    2001
   Business experience:    Member of Telekom Austria’s Supervisory Board; Attorney at Mijares, Angoitia, Cortés y Fuentes, S.C.

 

81


Table of Contents

 

 

       MANAGEMENT

 

 

     

OSCAR VON HAUSKE SOLÍS

Chief Fixed-line Operations Officer

   Appointed:    2010
   Business experience:    Chief Executive Officer of Telmex Internacional; Chief Systems and Telecommunications Officer of Telmex; Head of Finance at Grupo Condumex, S.A. de C.V.; Director of Telmex, Telmex Internacional, Empresa Brasileira de Telecomunicações S.A. (“Embratel”), and Net Serviços de Comunicação S.A. (“Net Serviços”); Member of Telekom Austria’s Supervisory Board

ANGEL ALIJA GUERRERO

Chief Wireless Operations Officer

   Appointed:    2012
   Business experience:    Various positions in América Móvil

 

AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that Ernesto Vega Velasco qualifies as an “audit committee financial expert,” and Mr. Vega Velasco is independent under the definition of independence applicable to us under the rules of the NYSE.

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

The aggregate compensation paid to our directors (including compensation paid to members of our Audit and Corporate Practices Committee) and senior management in 2018 was approximately Ps.5.3 million and Ps.70.1 million, respectively. None of our directors is a party to any contract with us or any of our subsidiaries that provides for benefits upon termination of employment. We do not provide pension, retirement or similar benefits to our directors in their capacity as directors. Our executive officers are eligible for retirement and severance benefits required by Mexican law on the same terms as all other employees, and we do not separately set aside, accrue or determine the amount of our costs that is attributable to executive officers.

 

 

82


Table of Contents

 

 

    

 

 

SHARE OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT

Carlos Slim Domit, Chairman of our Board of Directors, holds 647 million (or 3.1%) of our AA Shares and 1,567 million (or 3.5%) of our L Shares directly. Patrick Slim Domit, Vice Chairman of our Board of Directors, holds 323 million (or 1.6%) of our AA Shares and 859 million (or 1.9%) of our L Shares directly. Carlos Slim Helú, member of our Board of Directors, holds 1,879 million (or 9.1%) of our AA Shares and 3,072 million (or 6.8%) of our L shares directly. In addition, according to beneficial ownership reports filed with the SEC, Patrick Slim Domit and Carlos Slim Domit are beneficiaries of a trust that owns shares of the Company. See “Major Shareholders” under Part IV and “Bylaws—Shareholders’ Equity” under Part IV of this annual report.

Except as described above, according to information provided to us by our directors and members of senior management, none of our directors or executive officers is the beneficial owner of more than 1.0% of any class of our capital stock.

 

83


Table of Contents

 

 

       CORPORATE GOVERNANCE       

 

 

Our corporate governance practices are governed by our bylaws, the Mexican Securities Market Law and the regulations issued by the CNBV. We also comply with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas). On an annual basis, we file a report with the Mexican Banking and securities Commission and the Mexican Stock Exchange regarding our compliance with the Mexican Code of Best Corporate Practices.

The table below discloses the significant differences between our corporate governance practices and those required for U.S. companies under the NYSE listing standards.

 

NYSE STANDARDS

   OUR CORPORATE GOVERNANCE PRACTICES

DIRECTOR INDEPENDENCE

Majority of board of directors must be independent. §303A.01. “Controlled companies” are exempt from this requirement. A controlled company is one in which more than 50.0% of the voting power is held by an individual, group or another company, rather than the public. §303A.00. As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.   

Pursuant to the Mexican Securities Market Law, our shareholders are required to appoint a board of directors of no more than 21 members, 25% of whom must be independent. Certain persons are per se non-independent, including insiders, control persons, major suppliers and any relatives of such persons. In accordance with the Mexican Securities Market Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the CNBV. There is no exemption from the independence requirement for controlled companies.

 

Currently, the majority of our Board of Directors in independent.

 

EXECUTIVE SESSIONS

Non-management directors must meet at regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year. §303A.03.

 

   Our non-management directors have not held executive sessions without management in the past, and they are not required to do so.

NOMINATING/CORPORATE GOVERNANCE COMMITTE

Nominating/corporate governance committee composed entirely of independent directors is required. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.04.   

Mexican law requires us to have one or more committees that oversee certain corporate practices, including the appointment of directors and executives. Under the Mexican Securities Market Law, committees overseeing certain corporate practices must be composed of independent directors. However, in the case of controlled companies, such as ours, only a majority of the committee members must be independent.

 

“Controlled companies” are exempt from these requirements. §303A.00. As a controlled company, we would be exempt from this requirement if we were a U.S. issuer.   

Currently, we do not have a nominating committee, and we are not required to have one. Our Audit and Corporate Practices Committee, which is composed of independent directors, oversees our corporate practices, including the compensation and appointment of directors and executives.

 

 

84

 


Table of Contents

 

 

    

 

 

NYSE STANDARDS

   OUR CORPORATE GOVERNANCE PRACTICES

COMPENSATION COMMITTEE

Compensation committee composed entirely of independent directors is required, which must evaluate and approve executive officer compensation. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.02(a)(ii) and §303A.05. “Controlled companies” are exempt from this requirement. §303A.00.

 

   We currently do not have a compensation committee, and we are not required to have one. Our Audit and Corporate Practices Committee, which is comprised solely of independent directors, evaluates and approves the compensation of management (including our CEO) and directors.

AUDIT COMMITTEE

Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the additional requirements under the NYSE standards is required. §§303A.06 and 303A.07.   

We have an audit and corporate practices committee of four members. Each member of the Audit and Corporate Practices Committee is independent, as independence is defined under the Mexican Securities Market Law, and also meets the independence requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended. Our Audit and Corporate Practices Committee operates primarily pursuant to (1) a written charter adopted by our Board of Directors, which assigns to the Committee responsibility over those matters required by Rule 10A-3 (2) our bylaws and (3) Mexican law. For a more detailed description of the duties of our audit and corporate practices committee, see “Management” under Part V of this annual report.

 

EQUITY COMPENSATION PLANS

Equity compensation plans and all material revisions thereto require shareholder approval, subject to limited exemptions. §§303A.08 and 312.03.   

Shareholder approval is expressly required under Mexican law for the adoption or amendment of an equity compensation plan. Such plans must provide for similar treatment of executives in comparable positions.

 

SHAREHOLDER APPROVAL FOR ISSUANCE OF SECURITIES

Issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or

someone closely related to a related party, (3) that have voting power equal to at least 20.0% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares of common stock by at least 20.0% of the number of outstanding shares before such issuance requires shareholder approval. §§312.03(b)-(d).

 

   Mexican law requires us to obtain shareholder approval for any issuance of equity securities. Under certain circumstances, however, we may sell treasury stock subject to the approval of our Board of Directors.

CODE OF BUSINESS CONDUCT AND ETHICS

Corporate governance guidelines and a code of business conduct and ethics are required, with disclosure of any waiver for directors or executive officers. The code must contain compliance standards and procedures that will facilitate the effective operation of the code. §303A.10.

 

   We have adopted a code of ethics, which applies to all of our directors and executive officers and other personnel. For more information, see “Corporate Governance—Code of Ethics” under Part V of this annual report.

 

85


Table of Contents

 

 

       CORPORATE GOVERNANCE

 

 

NYSE STANDARDS

   OUR CORPORATE GOVERNANCE PRACTICES

CONFLICTS OF INTEREST

Determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight. §314.00. Certain issuances of common stock to a related party require shareholder approval. §312.03(b).   

In accordance with Mexican law, an independent audit committee must provide an opinion to the board of directors regarding any transaction with a related party that is outside of the ordinary course of business, which must be approved by the board of directors. Pursuant to the Mexican Securities Market Law, our Board of Directors may establish certain guidelines regarding related party transactions that do not require specific board approval.

 

SOLICITATION OF PROXIES

Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE. §§402.01 and 402.04.    We are not required to solicit proxies from our shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, instructions on how to instruct the depositary to vote at the meeting. Under the deposit agreement relating to our ADS, we may direct the voting of any ADS as to which no voting instructions are received by the depositary, except with respect to any matter where substantial opposition exists or that materially and adversely affects the rights of holders.

 

86


Table of Contents

 

 

       CONTROLS AND PROCEDURES       

 

 

(A) DISCLOSURE CONTROLS AND PROCEDURES We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2018. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(B) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and other personnel, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of the inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2018.

Mancera, S.C. (“Mancera”), a member practice of Ernst & Young Global Limited, an independent registered public accounting firm, our independent auditor, issued an attestation report on our internal control over financial reporting on April 11, 2019.

(C) ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

América Móvil, S.A.B. de C.V.

Opinion on Internal Control over Financial Reporting

We have audited América Móvil, S.A.B. de C.V. and subsidiaries’ internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, América Móvil, S.A.B. de C.V. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

 

87

 


Table of Contents

 

 

CONTROLS AND PROCEDURES

 

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of three years in the period ended December 31, 2018, and the related notes, and our report dated April 11, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company´s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company´s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ MANCERA, S.C.

Mexico City, Mexico

April 11, 2019

(D) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There has been no change in our internal control over financial reporting during 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

88


Table of Contents

 

 

       CODE OF ETHICS       

 

 

Our Code of Ethics codifies the ethical principles that govern our business and promotes, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics and accountability for adherence to the Code of Ethics. Our Code of Ethics applies to all of our officers, senior management, directors and employees.

The full text of our Code of Ethics may be found on our website at www.americamovil.com.

 

 

 

CORPORATE SUSTAINABILITY REPORT     

 

We have a corporate sustainability committee that seeks to foster greater operational efficiencies, promote social responsibility and adopt environmentally friendly initiatives.

Our corporate sustainability reports are available on our website at www.americamovil.com.

 

89

 


Table of Contents

LOGO


Table of Contents

LOGO

PART VI REGULATION


Table of Contents

 

 

       REGULATION       

 

 

MEXICO

Legal Framework

Over the last five years, a new legal framework for the regulation of telecommunications and broadcasting services has been developed in Mexico. This legal framework is based on constitutional amendments passed in June 2013, the Federal Law on Telecommunications and Broadcasting (Ley Federal de Telecomunicaciones y Radiodifusión) enacted in July 2014 and the Federal Law on Economic Competition (Ley Federal de Competencia Económica) enacted in May 2014.

Under the current legal framework, the IFT may determine whether there is a “preponderant economic agent” in the telecommunications sector, based on number of customers, traffic or network capacity. In 2014, the IFT determined that an “economic interest group” consisting of us and our Mexican operating subsidiaries (Telcel, Telmex and Teléfonos del Noroeste, S.A. de C.V. (“Telnor”)), as well as Grupo Carso and Grupo Financiero Inbursa, constitutes the “preponderant economic agent” in the telecommunications sector, based on a finding that we serve more than half of the customers in Mexico, as measured by the IFT on a national basis.

The IFT has authority to impose on any preponderant economic agent a special regulatory regime. The special regime is referred to as “asymmetric” regulation because it applies to one sector participant and not to the others. Pursuant to the IFT’s determination that we are part of a group constituting a preponderant economic agent, we are subject to extensive asymmetric regulations in the telecom sector, which impacts our Mexican fixed-line and wireless businesses. See “—Asymmetric Regulation of the Preponderant Economic Agent” and “—Functional Separation of Telmex and Telnor Wholesale Services” under this Part VI. This legal framework has had a substantial impact on our business and operations in Mexico.

Principal Regulatory Authorities

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

application of legislation specific to the telecommunications and broadcasting sectors, and also over competition legislation as it applies to those sectors. The Mexican Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes) retains regulatory authority over a few specific public policy matters.

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

Telecommunications operators are also subject to regulation by the Federal Consumer Bureau (Procuraduría Federal del Consumidor) under the Federal Consumer Protection Law (Ley Federal de Protección al Consumidor), which regulates publicity, quality of services and information required to be provided to consumers.

Asymmetric Regulation of the Preponderant Economic Agent

We are currently subject to extensive specific asymmetric measures based on the IFT’s determination that we, our Mexican operating subsidiaries (Telcel, Telmex and Telnor) and certain affiliates constitute the preponderant economic agent in the telecommunications sector. Below is a summary of what we believe are the most important measures.

 

  INTERCONNECTION RATES. The Federal Law on Telecommunications and Broadcasting provides that we are not permitted to charge other carriers for the termination services we provide in our networks. These provisions were declared unconstitution by the Mexican Supreme Court (Suprema Corte de Justicia de la Nación) in August 2017 with respect to wireless services and in April 2018 with respect to fixed services. As a result, the IFT ruled that, as of January 1, 2018, in the case of Telcel, and as of January 1, 2019, in the case of Telmex, we are able to charge other carriers for terminating calls to our networks at asymmetric rates established by the IFT. We continue to pay such carriers for their interconnection services in accordance with the fixed and mobile rates set by the IFT.
 

 

92

 


Table of Contents

 

 

       

 

 

  SHARING OF WIRELESS INFRASTRUCTURE AND SERVICES. We must provide other carriers access to (i) passive infrastructure, including towers, sites, ducts and rights of way, (ii) elements of our network that allow other carriers and mobile virtual network operators (“MVNOs”) to use our network or resell those services we provide to our customers and (iii) domestic roaming services, in each case, pursuant to IFT pre-approved reference terms (ofertas públicas de referencia). If we cannot reach an agreement with other carriers or MVNOs, our rates may be determined by the IFT using a long-run average incremental costs methodology or, in the case of MVNOs, a “retail-minus” methodology.

For mobile services, the IFT has the right to verify, through a replicability test, that mobile virtual network operators can match our end user rates.

 

  SHARING OF FIXED INFRASTRUCTURE AND SERVICES. We must provide other carriers access to (i) passive infrastructure, including towers, sites, ducts and rights of way, (ii) elements of our network that allow other carriers to use our network or resell those services we provide to our customers and (iii) our dedicated links. If we cannot reach an agreement with other carriers, our rates may be determined by the IFT using a long-run average incremental cost methodology.

For fixed services, the IFT has the right to verify, through a replicability test, that other competitors can match our end user rates.

 

  ACCESS TO LOCAL LOOP. We must offer other carriers access to elements of our local network separately on terms and conditions (including rates) pre-approved by the IFT. The IFT has also ordered the legal and functional separation of the provision of wholesale regulated fixed services related to local loop (acceso local) and shared access and use of passive infrastructure. See “Functional Separation of Telmex and Telnor Wholesale Services” under this Part VI.

 

  CERTAIN OBLIGATIONS RELATING TO RETAIL SERVICES. Rates for the provision of telecommunications services to our customers are subject to the IFT’s prior authorization.

We are also subject to certain obligations and restrictions relating to the sale of our services and products; such obligations include unlocking mobile devices for our customers and offering individually all services that we previously offered under a bundled plan.

 

  CONTENT. We are subject to specific limitations on acquisitions of exclusive transmission rights to “relevant” content (contenidos audiovisuales relevantes), as determined from time to time by the IFT, including the Mexican national team soccer matches, the opening and closing ceremonies and certain matches of the FIFA World Cup, the semifinal and final matches of the Liga MX soccer tournament and the Super Bowl.

 

  PUBLICATION OF REFERENCE TERMS. We are subject to obligations related to the publication of reference terms for all wholesale and interconnection services that are subject to asymmetric regulation.

The measures are transitory and may be amended or eliminated by the IFT, or terminated if it determines effective competition conditions exist in the telecommunications sector or if we cease to be considered a preponderant economic agent. The IFT reviews the impact of the asymmetrical measures every two years and may modify or eliminate measures or set forth new measures. In March 2017, the IFT issued a resolution that modified and added asymmetrical regulations for mobile and fixed services, including the legal and functional separation of Telmex and Telnor wholesale services, among other measures. The IFT will begin a new review in the first quarter of 2019, which is expected to be completed in the first quarter of 2020. The new review may result in changes, which could include additional or reduced asymmetric regulations or the structural separation or divesture of assets of the preponderant economic agent.

We have challenged the determination that we are a preponderant economic agent and the asymmetric regulations in court. These challenges were denied in the case of Telmex, Telnor and the Company, and a final resolution is still pending in the case of Telcel. However, IFT’s determinations are not suspended while legal challenges against them are resolved.

 

 

93


Table of Contents

 

 

       REGULATION

 

 

Functional Separation of Telmex and Telnor Wholesale Services

In March 2018, we received notice of an IFT resolution directed to the Company setting forth the terms under which we are required to separate the provision of wholesale regulated fixed services by Telmex and Telnor (the “Separation Plan”).

The Separation Plan establishes, among other provisions, the following:

 

  WHOLESALE UNIT. Telmex and Telnor must establish a business unit to provide certain wholesale services to other concessionaires, including interconnection, co- location for interconnection, intercity and international long-distance dedicated links, resale of telephone lines, broadband and bundles, as well as certain passive infrastructure services, including shared use of towers.

 

  NEW COMPANIES. Telmex and Telnor are required to establish separate new corporations (the “New Companies”) to provide wholesale services related to the elements of the access network, including local access dedicated links, as well as those services related to passive infrastructure associated with the access network, such as ducts, poles and rights of way. The New Companies will be direct subsidiaries of Telmex. The main features of the New Companies are as follows:

Financial Viability. The Separation Plan contemplates that the New Companies will be financially viable. The implementation and consequences of this requirement are uncertain, both with respect to the initial composition of the New Companies’ assets and resources and with respect to their subsequent operations. The prices and terms of the services to be provided are generally subject to IFT regulation, which could affect the viability and financial requirements of the New Companies.

Corporate Governance. The New Companies will have their own corporate governance, including: (i) a board of directors with at least seven members, of which a majority (including the Chairman) must be independent; (ii) a Chief Executive Officer and senior officers appointed by the boards of directors, different and independent from those of our Mexican concessionaire subsidiaries; (iii) an independent external auditor; (iv) an Audit Committee chaired by an independent member of the board of

directors; and (v) a Regulatory Compliance Committee entirely composed of independent members. The bylaws of the New Companies must be previously approved by the IFT. Independence for these purposes is used as defined under Mexican Securities Market Law.

 

  Personnel. The New Companies must have the personnel necessary to operate their assets and to provide wholesale services required by the Separation Plan.

 

  Systems and Procedures. The New Companies must have procedures, operating and management systems that are independent from those Telmex and Telnor.

 

  Branding. The New Companies must have their own branding distinct from América Móvil’s concessionaire subsidiaries. The brands must be dissociated from those of Telmex and Telnor within four years.

 

  Principal Offices. The New Companies must have their own principal offices distinct from those of América Móvil’s concessionaire subsidiaries.

We have until March of 2020 to implement the Separation Plan. As of the date of this annual report, Telmex and Telnor have complied with all milestones of the implementation plan approved by the IFT. The implementation will be complex, and many features remain uncertain and will require further development in consultation with the IFT. As a result, we are not yet able to identify all the possible consequences, but some of the consequences could have a material adverse impact on us.

We have challenged the resolution in Mexican courts. However, legal challenges will not suspend the implementation of the Separation Plan and may not be finally determined before the Separation Plan is fully implemented.

Substantial Market Power Investigations

In 2007, the Federal Antitrust Commission (Comisión Federal de Competencia Económica, 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 still pending. If upheld,

 

 

94


Table of Contents

 

 

       

 

 

these decisions would allow the IFT to impose additional requirements as to rates, quality of service and information, among other matters.

In 2007, Cofeco initiated various investigations to evaluate whether Telmex and its subsidiary Telnor have substantial power in the markets for termination, origination, transit and wholesale dedicated-link circuits. Cofeco issued final resolutions concluding that Telmex and Telnor have substantial power in all four markets, which were challenged by Telmex and Telnor. The challenges related to each one of these markets have been denied, effectively upholding Cofeco’s findings. Consequently, the IFT may 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.

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 circuits. Telmex and Telnor have filed petitions for relief against such resolutions, which are still pending. The regulation that could arise from these investigations has been already implemented by the IFT through the special regulatory regime for preponderant agents. However, given the uncertainty of the IFT´s actions, we are not able to identify all possible consequences and as a result an adverse resolution could have an impact on the Company’s future revenues in this market.

Concessions

Under the current legal framework, a carrier of public telecommunications networks, such as Telcel or Telmex, must operate under a concession. The IFT is an autonomous federal agency that grants new or extends existing concessions, which may only be granted to a Mexican citizen or corporation that has agreed to the concession terms and may not be transferred or assigned

without the approval of the IFT. There are two types of concessions:

 

  NETWORK CONCESSIONS. Telcel, Telmex and its subsidiary Telnor hold network concessions, granted under the previous regulatory framework, to provide specified types of services. Their ability to migrate to the new regime of unified concessions and, consequently, to provide any and all telecommunications and broadcasting services, is subject to conditions,as described under “Migration of Concessions and Additional Services” below.

 

  SPECTRUM CONCESSIONS. Telcel holds multiple concessions, granted under both the previous and current regulatory frameworks, to provide wireless services that utilize frequencies of radio-electric spectrum. These concessions have terms of 15 to 20 years and may be extended for an additional term of equal length.

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

Termination of Concessions

Mexican legislation provides that under certain circumstances, some assets of a concessionaire may be acquired by the federal government upon termination of these concessions.

There is no specific guidance or precedent for applying these provisions, so the scope of assets covered, the compensation to the concessionaire and the procedures to be followed would depend on the type of concession, the type of assets and the interpretation of applicable legislation by the competent authorities at the time.

Migration of Concessions and Additional Services

The new legislative framework established the unified concession (concesión única), which allows the holder to provide all types of telecommunications and broadcasting services, and a regime under which an existing concession can be migrated to the new unified concession at the end of its term or upon request by the concession holder. A unified

 

 

95


Table of Contents

 

 

       REGULATION

 

 

concession has a term of up to 30 years, extendable for up to an equal term. Also, under this new framework a current concession may be modified to add services not previously contemplated therein.

However, as a result of our preponderant economic agent status, Telcel, Telmex and Telnor are subject to additional conditions for the migration to a unified concession or the addition of a service, such as Pay TV, to a current concession, including in certain cases (i) payment of any new concession fee to be determined by the IFT,

(ii) compliance with current requirements under the network concession, the 2013 constitutional amendments, the 2014 legislation and any additional measures imposed by the IFT on the preponderant economic agent and (iii) such other requirements, terms and conditions as the IFT may establish in the concession itself. We expect the process of migration or additional services to be lengthy and complex. Consequently, Telcel, Telmex and Telnor may not be able to provide certain additional services, such as Pay TV and broadcasting, in the near term.

 

 

Telcel’s Concessions

 

Telcel operates under several different network and spectrum concessions covering particular frequencies and regions, holding an average of 175.16 MHz of capacity in

Mexico’s nine regions in the 850 MHz, 1900 MHz,1.7/2.1 GHz and 2.5 GHz bands. The following table summarizes Telcel’s concessions.

 

 

FREQUENCY

   COVERAGE AREA    INITIAL DATE    TERMINATION DATE    FEE STRUCTURE
         
Band A (1900 MHz)    Nationwide    Sep.1999    Oct. 2039    Annual
         
Band D (1900MHz)    Nationwide    Oct. 1998    Oct. 2038    Annual
         
Band B (850 MHz)    Regions 1, 2, 3    Aug. 2011    Aug. 2026    Annual
         
Band B (850 MHz)    Regions 4, 5    Aug. 2010    Aug. 2025    Annual
         
Band B (850 MHz)    Regions 6, 7, 8    Oct. 2011    Oct. 2026    Annual
         
Band B (850 MHz)    Region 9    Oct. 2015    Oct. 2030    Annual
         
Band F (1900MHz)    Nationwide    Apr. 2005    Apr. 2025    Annual
         
Bands A and B (1.7/2.1 GHz)    Nationwide    Oct. 2010    Oct. 2030    Annual
         
Bands H, I and J (1.7/2.1 GHz)    Nationwide    May 2016    Oct. 2030    Annual
         
Band 7 (2.5 GHz)    75% of the population    Jul. 2017    Jan. 2024 – Nov. 2028    Annual

 

Concession Fees

All of Telcel’s concessions granted or renewed on or after January 1, 2003 are required to pay annual fees for the use and exploitation of radio spectrum bands. The amounts payable are set forth by the annual Federal Fees Law (Ley Federal de Derechos) and vary depending on the relevant region and radio spectrum band.

Telmex’s Concessions

Telmex’s concession was granted in 1976 and is currently set to expire in 2026. In December 2016, the IFT granted Telmex a 30-year extension of this concession, which will become effective in 2026 and will be valid until 2056. The new terms of this concession will be issued in early 2023.

Telmex’s subsidiary, Telnor, holds a separate concession, which covers one state and two municipalities in northwestern Mexico and will expire in 2026. The IFT also granted Telnor a 30-year extension of its concession, which will be effective in 2026 and will be valid until 2056. The material terms of Telnor’s concession are similar to those of Telmex’s concession.

In addition, Telmex currently holds concessions for the use of frequencies to provide wireless local access, as well as point-to-point and point-to-multipoint transmission. Telmex obtained these concessions for a term of up to 20 years that may be extended for additional 20-year terms with approval from the IFT. These Telmex concessions, including the 3.5 GHz band, will expire in October 2020 and the extension process is currently under review with the IFT.

 

 

96


Table of Contents

 

 

       

 

 

In 2018, Telmex was notified of a resolution issued by the IFT, through which the IFT imposed a fine of Ps.2.5 billion derived from an alleged breach in 2013 and 2014 of certain minimum quality of service goals for dedicated link services. Telmex has exercised all legal remedies challenging such resolution and a final resolution is pending.

Rates for Wireless Service

Wireless services concessionaires are generally free to establish the prices they charge customers for telecommunications services. Wireless rates are not subject to a price cap or any other form of price regulation. The interconnection rates concessionaires charge other operators are also generally established by agreement between the parties and, if the parties cannot agree, may be imposed by the IFT, subject to certain guidelines, cost models and criteria. The IFT publishes at the end of the year the rates they would impose in the event of a dispute, eliminating all incentives for a negotiation among the parties. The establishment of interconnection rates has resulted, and may in the future result, in disputes between carriers and with the IFT.

As a result of the preponderance determination, Telcel’s retail prices are subject to pre-approval by the IFT before they can take effect. In addition, the 2014 legislation established that preponderant economic agents may not charge termination rates. See “— Asymmetric Regulation of the Preponderant Economic Agent” under this Part VI.

The IFT is also authorized to impose specific rate requirements on any carrier that is determined by the IFT to have substantial market power under the Federal Antitrust Law (Ley Federal de Competencia Económica) and the 2014 legislation. For more information on litigation related to the Federal Antitrust Law and the 2014 legislation, see “—Substantial Market Power Investigations” under this Part VI.

Rates for Fixed Service

Telmex’s concessions subject its rates for basic retail telephone services in any period, including installation, monthly rent, measured local-service and long-distance service, to a ceiling on the price of a “basket” of such services, weighted to reflect the volume of each service

provided by Telmex during the preceding period. Telmex is required to file a survey with the IFT every four years with its projections of units of operation for basic services, costs and prices. Telmex is free to determine the structure of its own rates, with the exception of domestic long-distance rates, which were eliminated in 2015 under the 2014 legislation, and of the residential fixed-line rates, which have a cap based on the long-run average incremental cost. As a result of the preponderance determination, Telmex’s retail prices are subject to pre-approval by the IFT before they can take effect.

The price ceiling varies directly with the Mexican National Consumer Price Index (Indice Nacional de Precios al Consumidor), allowing Telmex to raise nominal rates to keep pace with inflation (minus a productivity factor set for the telecommunications industry), subject to consultation with the IFT. Telmex has not raised its nominal rates for many years. Under Telmex’s concession, the price ceiling is also adjusted downward periodically to pass on the benefits of Telmex’s increased productivity to its customers. The IFT sets a periodic adjustment for every four-year period to permit Telmex to maintain an internal rate of return equal to its weighted average cost of capital.

In addition, basic retail telephone services, as well as broadband services and “calling party pays” charges, are subject to a separate price ceiling structure based on productivity indicators. In each case, Telmex is required to submit a survey on productivity indicators to the IFT every two years, including a total factor productivity. The IFT establishes the productivity factor that will apply over the next two years, and, based on this, the IFT will approve the customer prices before they can take effect.

Prices for Telmex’s wholesale services are established by the IFT based on the long-run average incremental cost model methodology.

BRAZIL

Legal Framework and Principal Regulatory Authorities

The Brazilian Telecommunications Law (Lei Geral das Telecomunicações Brasileiras) provides the framework for telecommunications regulation. The primary telecommunications regulator in Brazil is the

 

 

97


Table of Contents

 

 

       REGULATION

 

 

Telecommunications Agency (Agência Nacional de Telecomunicações, or “Anatel”), which has the authority to grant concessions and licenses in connection with telecommunications services and the use of orbits, except broadcasting, and to adopt regulations that are legally binding on telecommunications services providers.

As of the date of this annual report, the Brazilian congress is considering legislation to modernize the current concession-based model to an authorization-based model. The telecom reform bill under review would allow fixed-line concessionaires, such as Claro Brasil, to provide services under an authorization instead of a concession, as long as certain investment-related obligations are met. We are currently unable to assess the impact that such legislation would have in our operations.

Licenses

In 2014, we simplified our corporate structure, and our subsidiaries Embratel, Embratel Participações S.A. (“Embrapar”) and Net Serviços were merged into Claro Brasil, with all licenses previously granted to our subsidiaries transferred to Claro Brasil. Following its acquisition of Brasil Telecomunicações S.A. in 2016, Claro Brasil relinquished the cable TV and data services licenses it had been transferred by Embrapar and Net Serviços.

In 2018 subsidiary Star One merged into Claro Brasil. As a result, all Brasilian satellite operation rights previously granted to Star One were transferred under the same terms and conditions to Claro Brasil. The satellite operation rights (AMC-12) covering regions outside of Brazil were relinquished by Star One before the merger.

Our Brazilian subsidiaries hold licenses for the telecommunications services listed below and expect to continue acquiring spectrum if Anatel conducts additional public auctions, although Claro Brazil, like all of its peer competitors, is subject to a cap on the additional spectrum it may acquire per frequency band.

SUBSIDIARY

  LICENSE   TERMINATION DATE

Claro Brasil

  Fixed Local Voice Services   Indefinite
     
    Domestic and International Long-Distance   2025
     
    Voice Services   Indefinite
     
    Personal Communication Services   Indefinite
     
    Data Services   Indefinite
     
    Cable TV Services   Indefinite
     
    Mobile Maritime Services   Indefinite
     
    Global Mobile Satellite Services   Indefinite
     

Claro TV

  DTH TV Services   Indefinite
     
    Data Services   Indefinite
     

Americel S.A.

  Data Services   Indefinite
     

Primesys

  Data Services   Indefinite
     

Telmex do Brasil

  Data Services   Indefinite

In addition, Claro Brasil has various orbital position authorizations for our satellite operations, which expire between 2020 and 2027, and licenses to provide PCS, which expire between 2020 and 2032.

Concessions

Claro Brasil holds two fixed-line concessions to provide domestic and international long-distance telephone services. The remaining telecommunications services provided by Claro Brasil are governed by a system of licenses instead of concession arrangements.

Concession Fees

Claro Brasil is required to pay a biennial fee equal to 2.0% of net revenues from wireless services, except for the final year of the 15-year term of its PCS authorizations, in which the fee equals 1.0% of net revenues from wireless services.

 

 

98


Table of Contents

 

 

       

 

 

Claro Brasil is also required to pay a biennial fee during the term of its domestic and international long-distance concessions equal to 2.0% of the revenues from long- distance telephone services, net of taxes and social contributions, for the year preceding the payment.

Termination of Concessions

Our domestic and international long-distance fixed-line concessions provide that certain of our assets deemed “indispensable” for the provision of these services will revert to the Brazilian state upon termination of these concession. Compensation for those assets would be their depreciated cost. See note 16 to our audited consolidated financial statements included in this annual report.

Regulation of Rates

Anatel regulates rates (tariffs and prices) for all telecommunications services, except for fixed-line broadband services, Pay TV and satellite capacity rates, which are not regulated. In general, PCS license-holders and fixed local voice services license-holders are authorized to increase basic plan rates annually. Domestic long-distance concession-holders may adjust rates annually only for inflation (less a factor determined by Anatel based on the productivity of each operator during the year). Claro Brasil may set international long-distance and mobile rates freely, provided that it gives Anatel and the public advance notice.

Regulation of Wholesale Market Competition

In November 2012, Anatel approved the General Competition Plan (Plano Geral de Metas da Competição, or “PGMC”), a comprehensive regulatory framework aimed at increasing competition in the telecommunications sector. The PGMC imposes asymmetric measures upon economic groups determined by Anatel to have significant market power in any of the five wholesale markets in the telecommunications sector, on the basis of several criteria, including having over 20.0% of market share in the applicable market.

In 2012, Claro Brasil and three of its primary competitors were determined to have significant market power in the mobile wireless termination and national roaming markets. As a result, Claro Brasil was required to reduce mobile termination rates to 75.0% of the 2013 rates by February

2014, and to 50.0% of the 2013 rates by February 2015. In July 2014, Anatel established termination rates for mobile services applicable to operators with significant market power through 2019. Claro Brasil is also required to publish, and Anatel must approve, its reference roaming prices for voice, data and SMS on a semi-annual basis, among other measures.

In addition, Embratel was determined to have significant market power in the market for long-distance leased lines, Claro Brasil and Embratel were determined to have significant market power in the telecommunications infrastructure market, and Net Serviços was determined to have significant market power in the local coaxial transmissions market, together with several of their mobile and fixed-line competitors. Following the merger of Embratel and Net Serviços into Claro Brasil in 2014, Claro Brasil is required to publish, and Anatel must approve, its reference offers in each of these markets. Moreover, wholesale contracts entered into by operators determined to have significant market power for the sale of such operators’ services are overseen for compliance purposes by independent third-party companies.

In 2018, Anatel approved Claro Brasil’s most recent wholesale reference offers with respect to national roaming, telecommunications infrastructure, long- distance leased lines, wireless termination rates, internet network interconnection and internet links, which are reviewed and approved by Anatel on an annual basis.

Anatel also reviews its determination of which operators have significant market power on a quadrennial basis. Anatel began its first review of all telecom operators in 2014 and published the most recent list of operators with significant market power for each of the relevant markets in 2018. In addition to the review, in 2018 Anatel changed some of the asymmetric measures applicable under the PGMC and added two new wholesale markets covering high capacity transport and fixed termination rates. Anatel has determined that Claro Brasil has significant market power in eight wholesale markets.

Network Usage Fees and Fixed-Line Interconnection Rates

In July 2014, Anatel approved a resolution establishing the reference terms for fees charged by operators in connection

 

 

99


Table of Contents

 

 

       REGULATION

 

 

with the use of their mobile network and leased lines and set a price cap on fees charged for fixed network usage by operators deemed to have significant market power. Such fees, based on costs of allocation services (coubicación), have been applicable since February 2016.

Fixed-line operators determined by Anatel to have significant market power in the local fixed-line market may freely negotiate interconnection rates, subject to a price cap established by Anatel.

Other Obligations

Under applicable law and our concessions, Claro Brasil has an obligation to (i) comply with certain coverage obligations to ensure universal access to its fixed-line voice services, (ii) contribute to the funding of the country’s transition from analogue to digital TV, (iii) meet quality-of-service targets and (iv) comply with applicable telecommunications services consumer rights.

COLOMBIA

Legal Framework and Principal Regulatory Authorities

The Information and Communications Ministry (Ministerio de Tecnologías de la Información y las Comunicaciones, or “ICT Ministry”) and the Communications Regulatory Commission (Comisión de Regulación de Comunicaciones, or “CRC”) are responsible for overseeing and regulating the telecommunications sector. The main audiovisual regulatory authority in Colombia with respect to Pay TV services is the National Television Authority (Autoridad Nacional de Televisión, or “ANTV”). Claro is also subject to supervision by other government entities responsible for enforcing other regulations, such as antitrust rules or those protecting consumer rights.

Concessions

Comunicación Celular S.A. (“Comcel”) is qualified to provide fixed and mobile services and was included in the registry of networks and services administered by the ICT Ministry. Such general authorization superseded all of Comcel’s former concession contracts, and, consequently, such former concessions were terminated.

As a result of the termination of Comcel’s former concessions, the ICT Ministry and Comcel began

discussions with respect to the liquidation of the agreements governing those concessions. In light of the decision of the Colombian Constitutional Court (Corte Constitucional de Colombia) holding that certain laws limiting the reversion of assets of telecommunications providers did not apply to concessions granted prior to 1998 and, consequently, that reversion of assets under those earlier concessions would be governed by their contractual terms, the ICT Ministry obtained a domestic award ordering Comcel to revert assets under its earlier concessions to the Colombian government. Comcel challenged such award and the Company filed an international arbitration claim against Colombia arising from Colombia’s measures. For further information on these proceedings, see note 16 to our audited consolidated financial statements included in this annual report.

Licenses and Permits

Comcel holds licenses to provide mobile services in the spectrum frequency bands shown in the table below.

 

FREQUENCY

  BANDWIDTH   TERMINATION
DATE

850 MHz

  25 MHz   Mar. 2024

1900 MHz

  10 MHz   Dec. 2019
    5 MHz   Sept. 2021
    15 MHz   Apr. 2024
    5 MHz   June 2019(1)

2.5 GHz

  30 MHz   Aug. 2023

 

(1) Refers to a temporary license, which we renew on an annual basis.

 

In 2013, Telmex Colombia S.A. obtained permission to provide Pay TV services under any available technology, pursuant to ANTV’s unified licensing system. The permission will expire in 2020 and may be renewed at the appropriate time for another 10-year term.

In 2017, the ICT Ministry issued a decree approving a higher cap on spectrum acquisitions by operators in low and high frequency bands. This new cap allows Comcel to participate in future spectrum auctions. The ICT Ministry has released its plan to conduct spectrum auctions in the 700 MHz and 1900 MHz bands. Further specifications on the auctions will be published by the ICT Ministry during the third quarter of 2019, while the final resolution containing the auctions’ terms and conditions will be published by the fourth quarter of 2019.

 

 

100


Table of Contents

 

 

       

 

 

Asymmetric Charges

In 2012, the CRC issued resolutions seeking to correct an alleged market failure and imposing the following measures on Comcel: (i) asymmetric charges for mobile and incoming long-distance call terminations by other operators on Comcel’s wireless network, with access rates lower than the rates we pay our competitors, and (ii) restrictions on the rates we charge our users for calls outside our network (off-net calls), which must not exceed the rates we charge for calls within our network (on-net calls). These asymmetric access charges ended in December 2016.

In January 2017, the Colombian government approved symmetrical access charges among established operators like Comcel, Movistar and Tigo. However, under current regulation, new market entrants continue to receive a higher rate than operators for a limited period.

In 2017, the CRC issued a resolution updating the list of relevant telecommunication markets by adding the mobile services market (including bundled mobile voice and data services) and by also including the mobile service market in the list of relevant markets subject to ex-ante regulation. In connection with the mobile services market, the CRC initiated a proceeding to evaluate Comcel’s substantial market power in this new market and, if applicable, the imposition of asymmetric regulatory measures that could affect Comcel. As of the date of this annual report, a resolution is pending.

SOUTHERN CONE

ARGENTINA

Following the election of President Mauricio Macri in 2015, the Argentine government issued a Decree of Necessity and Urgency (Decreto de Necesidad y Urgencia, or “DNU”) to create a new communications ministry and regulator to oversee the telecommunications and media sectors. The National Communications Agency (Ente Nacional de Comunicaciones, or “Enacom”) is now the main telecommunications regulatory authority in Argentina and became operational in 2016.

As part of the measures passed under the DNU, fixed and mobile services providers are prohibited from providing DTH technology, which is currently the fastest way to provide Pay TV services. In 2017, the Argentine government issued a

decree allowing telecommunications providers, including AMX Argentina S.A. (“AMX Argentina”), to provide Pay TV services via cable within a limited number of territories as of January 2018 and to the rest of the country as of January 2019. AMX Argentina has obtained the permissions necessary to provide Pay TV services via cable in accordance with the decree to the territories approved by Enacom.

AMX Argentina holds licenses in the 700 MHz, 900 MHz, 1700/2100 MHz (AWS), 1900 MHz and 2600 MHz frequency bands, some of which expire in 15 years and some of which have no expiration date. Each license also contains certain coverage parameters, reporting and service requirements and provides Enacom a revocation right upon a material breach of the license terms.

All telecommunications providers in Argentina must contribute approximately 1.0% of their monthly revenues to finance the provision of telecommunications services in underserved areas and to underserved persons. All providers must also meet certain quality-of-service requirements.

CHILE

The General Telecommunications Law (Ley General de Telecomunicaciones) establishes the legal framework for telecommunications services in Chile, including the regulation of concessions, permits, rates and interconnection. The main regulatory agency of the telecommunications sector is the Chilean Transportation and Communications Ministry (Ministerio de Transportes y Telecomunicaciones), which acts primarily through the Undersecretary of Telecommunications (Subsecretaría de Telecomunicaciones, “SUBTEL”).

Claro Chile S.A. (“Claro Chile”) holds concessions to provide mobile and fixed-line services in the 700MHz, 850 MHz, 1900 MHz, 2.6 GHz, 3.4 GHz and 5.8 GHz frequency bands. Except for the concession to provide services in the 850 MHz frequency, which has an indefinite termination date, the concessions to provide services in the 700 MHz, 1900 MHz, 2.6 GHz, 3.4 GHz and 5.8 GHz frequencies have termination dates that vary from 2027 to 2045. Claro Chile also holds license to provide DTH technology services until 2024 and a license with an indefinite term to provide Pay TV services. In 2018, the Chilean Supreme Court (Corte

 

 

101


Table of Contents

 

 

       REGULATION

 

 

Suprema de Justicia) issued a ruling requiring Claro to return 20 MHz of spectrum acquired through a band auction because Claro exceeded the limit of spectrum any given operator is permitted to hold. The return of such spectrum, including if and how such return should be implemented, is currently under discussion before the Competition Court (Tribunal de Defensa de la Libre Competencia, or the “TDLC”). In addition, pursuant to the ruling, and in order to increase the maximum limit, SUBTEL initiated a review of such limit of spectrum through a regulatory proceeding initiated before the TDLC which is in progress.

In 2018, SUBTEL issued a ruling to freeze Claro Chile´s use of 50 MHz in the 3.5 MHz band for the provision of wireless fixed services. Claro Chile has challenged such ruling. SUBTEL subsequently issued a new ruling unfreezing 30 MHz, allowing Claro Chile to provide wireless fixed services. Claro Chile has withdrawn its challenge, while the other 20 MHz remains temporarity frozen.

Some of Claro Chile’s concessions impose additional requirements, such as coverage, reporting and service quality requirements. The Chilean Transportation and Communications Ministry is authorized to terminate any concession in the event of specified breaches under the terms of such concessions. Additionally, Claro Chile’s concession in the 700 MHz band imposes certain obligations to expand mobile and data services in rural areas. In 2017, the Undersecretary of Telecommunication approved Claro Chile’s expansion project in connection with its obligations under its concession in the 700 MHz band.

PARAGUAY

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

AMX Paraguay, S.A. (“AMX Paraguay”) holds licenses to operate in the 1900 MHz and the 1700/2100 MHz bands. AMX Paraguay also holds a nationwide internet access and data transmission license. In addition, AMX Paraguay holds licenses to provide DTH services and cable TV services.

Additionally, in January 2018, AMX Paraguay participated in a spectrum auction and was awarded a license to provide telecommunications services in the 700 MHz band. In November 2018, the Telecommunications Commission of Paraguay granted the renewal of spectrum license in the 1900 MHz band. These licenses are renewable, subject to regulatory approval, and contain coverage, reporting and service requirements.

URUGUAY

The Regulatory Unit of Communications Services (Unidad Reguladora de Servicios de Comunicaciones) is in charge of the regulation of the telecommunications industry in Uruguay.

AM Wireless Uruguay, S.A. holds licenses to operate in the 1900 MHz, 1700/2100 MHz and 700 MHz frequency bands that expire in 2024, 2033 and 2037, respectively, and Telstar, S.A. holds licenses to provide international long-distance communications and mobile data services that have no expiration date

The license initially granted to Flimay S.A. (“Flimay”) to provide DTH technology services in Uruguay has been contested by the government since 2012. In 2017, the executive branch of Uruguay held under a new ruling that Flimay does not have a valid license to provide DTH services in the country. Flimay requested this ruling be voided, but in February 2018, the executive branch of Uruguay, with support from the Administrative Court (TCA), requested the process be closed. As of the date of this annual report, a decision on Flimay’s appeal is pending.

ANDEAN REGION

ECUADOR

The primary regulatory authorities for our mobile and fixed-line operations are the National Telecommunications, Regulation and Control Agency (Agencia de Regulación y Control de las Telecomunicaciones, or “Arcotel”) and the Telecommunications and Information Society Ministry (Ministerio de Telecomunicaciones y Sociedad de la Información, or “Mintel”). Arcotel is responsible for the licensing and oversight of radio-electric spectrum use and telecommunications services provisions. Mintel is responsible for the promotion of equal access to telecommunications services.

 

 

102


Table of Contents

 

 

       

 

 

The Telecommunications Law (Ley Orgánica de Telecomunicaciones), adopted in 2015, serves as the legal framework for telecommunications services. It established new regulations for operators with significant market power, new penalties based on their gross incomes as well as additional fees also based on an operator’s gross income, but that can vary depending on the size of their market share. Consorcio Ecuatoriano de Telecomunicaciones, S.A. (“Conecel”) has been deemed to have significant market power in the advanced wireless services market, and as a result, such fee payments are made on a quarterly basis on the dates established by Arcotel.

For fiscal year 2018, Conecel has an obligation to pay the Ecuadorian government 3.0% of its wireless services for 2018, which represents approximately Ps.1.0 billion (U.S.$29.9 million). As of the date of this annual report, Conecel has paid the Ecuadorian government Ps.0.8 billion (U.S.$22.4 million), which represents 3.0% of such revenues generated in the first three quarters of 2018. Conecel has made a provision for Ps.0.3 billion (U.S.$7.5 million), which corresponds to the approximate amount owed for the fourth quarter of 2018 and will be paid in due course. An arbitration proceeding to partially void the payment by Conecel of such fees was conducted and a decision in favor of the government was reached. Conecel has appeal this decision and, as of the date of this annual report, a decision on Conecel’s appeal is pending.

Conecel holds concessions to operate in the 850MHz, 1900 MHz and AWS bands, which include concessions for PCS that expire in 2023. The PCS concession contains quality-of- service requirements for successful call completions, SMS delivery times, customer service, geographic coverage and other service conditions.

Conecel also holds licenses to provide internet value- added services, Pay TV Services (through DTH technology) and bearer services, expiring in 2021, 2023 and 2032, respectively.

Conecel, following the acquisition of Ecuador Telecom, S.A. in 2016, also holds a concession to offer fixed-line voice, public telephone and domestic and international long- distance wholesale services, as well as a license to provide Pay TV (through HFC technology) that expires in 2031.

Recalculation of Concession Fees

Arcotel initiated several proceedings to recalculate the variable portion of the concession fees payable under Conecel’s concessions, which, as of the date of this annual report, is equivalent to 2.93% of Conecel’s annual subscriber base revenues, in addition to its contribution for Universal Service (Servicio Universal 1%). These recalculation proceedings with Arcotel remain ongoing.

In 2018, Conecel paid Arcotel U.S.$11.9 million based on its annual revenues for the 2015 period and is required to pay U.S.$13 million based on its annual revenues for the 2016 period. However, Conecel obtained a judicial order that suspended the collection process for the 2016 period.

For its Universal Service contribution, Conecel is required to pay U.S.$5 million for the 2015 period and U.S.$6 million for the 2016 period. However, Conocel obtained a judicial order that suspended the collection process for the 2015 and 2016 periods.

PERU

The Supervisory Agency for Private Investment in Telecommunication (Organismo Supervisor de la Inversión Privada en Telecomunicaciones, or “OSIPTEL”) is in charge of the regulation of the telecommunications industry in Peru. The Ministry of Transport and Communications (Ministerio de Transportes y Comunicaciones or “MTC”) grants concessions, permits and licenses. The Telecommunications Law (Decreto Supremo N° 013-93-TCC Ley de Telecomunicaciones), adopted in 1993, serves as the legal framework for telecommunications services.

América Móvil Perú, S.A.C. (“Claro Perú”) holds nationwide concessions to provide wireless, PCS, fixed-line, local wholesale, domestic and international long-distance, Pay TV services (through DTH and HFC technologies), public telephone and value-added services (including internet access). The concessions allow Claro Perú to operate on the 450 MHz, 700 MHz, 850 MHz, 1900 MHz, 3.5 GHz and 10.5 GHz bands. As part of Claro Perú’s acquisition of Olo del Perú S.A.C., TVS Wireless S.A.C. and their respective subsidiaries in 2016, Claro has a resale agreement with such companies to operate in certain regions on the 2.5 GHz band.

 

 

103


Table of Contents

 

 

       REGULATION

 

 

Each of the concessions was awarded by the MTC and covers a 20-year period. The concessions contain coverage, reporting, service requirement and spectral efficiency goals. The MTC is authorized to cancel any of the concessions in the case of specified breaches of its terms.

The MTC has drafted a spectrum refarming proposal on the 2.5 Ghz band considering a new band distribution that grants 80 Mhz nationwide to Olo del Peru S.A.C. and TVS Wireless S.A.C. Currently, the spectrum refarming process is subject to comments from the public. A final decision on the proposal will be issue in July 2019.

EUROPE AND OTHER JURISDICTIONS

European Legal Framework and Principal Regulatory Authorities

The telecommunications regulatory framework in the EU is based on five Directives (“Framework”, “Access and Interconnection”, “Authorization”, “Universal Service and Users’ Rights” and “Privacy and Data Protection”) that apply to all EU member countries and regulate all forms of fixed and wireless services, internet, broadcasting and transmission services. Austria, Bulgaria, Croatia and Slovenia are EU member countries. Macedonia and Serbia, candidates for accession to the EU, are expected to gradually harmonize their regulatory frameworks with the EU’s framework.

In each European country in which we operate, we are also subject to a domestic telecommunications regulatory framework and to oversight by one or more local regulators.

Licenses

 

COUNTRY

FREQUENCY TERMINATION DATE
     

AUSTRIA

  800 MHz   Dec. 2029
     
  900 MHz   Dec. 2034
     
  1800 MHz   Dec. 2034
     
  2100 MHz   Dec. 2020
     
  2600 MHz   Dec. 2026
     

BULGARIA

  900 MHz   June 2024
     
  1800 MHz   June 2024
     
  2100 MHz   Apr. 2025
     

CROATIA

  800 MHz   Oct. 2024
     
  900 MHz   Oct. 2024
     
  1800 MHz   Oct. 2024
     
  2100 MHz   Oct. 2024
     

BELARUS

  900 MHz   Dec. 2020
     
  1800 MHz   Dec. 2020
     
  2100 MHz   Dec. 2020
     

SLOVENIA

  800 MHz   May 2029
     
  900 MHz   Jan. 2031
     
  1800 MHz   Jan. 2031
     
  2600 MHz   May 2029
     
  2100 MHz   Sept. 2021
     

SERBIA

  800 MHz   Jan. 2026
     
  900 MHz   Nov. 2026
     
  1800 MHz   Nov. 2026
     
  2100 MHz   Nov. 2026
     

MACEDONIA

  800 MHz   Dec. 2033
     
  1800 MHz   Dec. 2033
     
  900 MHz   Sept. 2023
     
  2100 MHz   Feb. 2028
 

 

104


Table of Contents

 

 

       

 

 

OTHER JURISDICTIONS

 

COUNTRY

  PRINCIPAL REGULATORY AUTHORITIES   CONCESSION AND LICENSES
     

COSTA RICA

 

Superintendency of Telecommunications (Superintendencia de Telecomunicaciones)

 

Ministry of Science, Technology and Telecommunications (Ministerio de Ciencia, Tecnología y Telecomunicaciones)

 

  Concessions in the AWS and 1800 MHz bands that expire in 2032

  Concessions in the 2100 MHz band that expire in 2026

  License to operate Pay TV services using DTH technology that will expire in 2027

     

EL SALVADOR

  Electricity and Telecommunications Superintendency (Superintendencia General de Electricidad y Telecomunicaciones)  

  Concession of 50 MHz in the 1900 MHz band of which 30 MHz that expire in 2038, 10 MHz that expire in 2041 and 10 MHz that expire in 2028

  Concession to provide public telephone service that expires in 2027

  Licenses to provide Pay TV Services through HFC and DTH technologies have an indefinite term

     

GUATEMALA

  Guatemalan Telecommunications Agency (Superintendencia de Telecomunicaciones)  

  Licenses to use 12 MHz in the 900 MHz band and 40 MHz in the 1900 MHz band that all expire in 2033

  Concession of 50 MHz in the 3.5 GHz band that will expire in 2033

     

NICARAGUA

  Nicaraguan Telecommunications and Mailing Institute (Instituto Nicaragüense de Telecomunicaciones y Correos)  

  Concessions in the 700 MHz, 850 MHz, 1900 MHz and 1700/2100 MHz bands that all expire in 2032

  Concession of 50 MHz in the 3.5 GHz band that will expire in 2042

  Licenses to provide DTH technology that will expire in January 2028 (re- newal granted in 2018) and Pay TV services that has an indefinite term

     

HONDURAS

  Honduran National Telecommunications Commission (Comisión Nacional de Telecomunicaciones)  

  Concessions to use 80 MHz in the 1900 MHz PCS band and 40 MHz in the LTE-4G 1700/2100 MHz band that all expire in 2033

  Licenses to operate Pay TV services through (i) HFC technology that will expire in 2027 and (ii) DTH technology that will expire in 2020

     

PANAMA

  National Authority of Public Services (Autoridad Nacional de los Servicios Públicos)  

  License to use 40 MHz in the 1900 MHz and 20 MHz in the 700 MHz bands that all expire in 2028

  Licenses to provide fixed local and long-distance services that expire in 2030

 

 

105


Table of Contents

 

 

REGULATION     

 

 

COUNTRY

  PRINCIPAL REGULATORY AUTHORITIES   CONCESSION AND LICENSES
       

  License to provide Internet service that expires in 2033

  Licenses to provide international long-distance, value-added services, interactive television, and Pay TV service through DTH and IPTV tech- nologies, which expire in 2028, 2030, 2037 and 2034, respectively

     

UNITED STATES

  The FCC  

  International Section 214 Authorization (Claro Enterprise Solutions).

     

DOMINICAN REPUBLIC

  Dominican Institute of Telecommunications (Instituto Dominicano de las Telecomunicaciones)  

  Concessions to use 25 MHz in the 800 MHz band, 30 MHz in the 1900 MHz band, 80 MHz in the 2.5/2.7 GHz band, 30 MHz in the 3.5 GHz band and 40 MHz in the 1.7/2.1 GHz (AWS) band that expire in 2030

  Licenses to provide Pay TV Services through DTH and IPTV technologies that expire in 2030

     

PUERTO RICO

  FCC and the Telecommunications Regulatory Board of Puerto Rico  

  Concessions to use the 700 MHz, 1900 MHz and the 30 GHz bands that expire in 2021, 2027 and 2019, respectively

  Concessions to use the 800 MHz that expire in March 2018 (for which an application for renewal has been submitted), 2020, 2021 and 2026

  Concessions to use the 1.7/2.1 GHz bands that expire in 2026 and 2028

  Long-term transfer lease concessions to use 35.6 MHz of the 2.5 GHz EBS band that expire in 2020, 2022, 2023, 2025 and 2026

  Franchise to operate Pay TV Services using IPTV technology that expires in 2030

 

106


Table of Contents

LOGO

PAGE INTENTIONALLY BLANK


Table of Contents

LOGO


Table of Contents

LOGO

PART VII ADDITIONAL INFORMATION


Table of Contents

 

 

EMPLOYEES       

 

 

Many of our employees are members of labor unions with which we conduct collective negotiations on wages, benefits and working conditions. We believe that we have good current relations with our workforce.

The following table sets forth the total number of employees and a breakdown of employees by main category of activity and geographic location, as of the end of each year in the three-year period ended December 31, 2018.

 

    DECEMBER 31,  
    2016     2017     2018  

NUMBER OF EMPLOYEES

    194,431       191,851       189,448  

CATEGORY OF ACTIVITY:

                       

Wireless

    78,887       78,910       77,845  

Fixed

    97,104       94,496       92,429  

Other businesses

    18,440       18,445       19,174  

GEOGRAPHIC LOCATION:

                       

Mexico

    90,306       88,417       88,613  

South America

    65,817       64,619       62,500  

Central America

    9,767       9,694       9,586  

United States

    848       852       848  

Caribbean

    9,488       9,311       9,195  

Europe

    18,205       18,958       18,706  

 

 

 

LEGAL PROCEEDINGS       

 

In each of the countries in which we operate, we are party to various legal proceedings in the ordinary course of business. These proceedings include tax, labor, antitrust, contractual matters and administrative and judicial proceedings concerning regulatory matters such as interconnection and tariffs. We are party to a number of proceedings regarding our compliance with administrative rules and regulations and concession standards.

Our material legal proceedings are described in note 16 to our audited consolidated financial statements included in this annual report and in “Regulation” under Part VI of this annual report.

 

110

 


Table of Contents

 

 

       PRINCIPAL ACCOUNTANT FEES AND SERVICES     

 

 

AUDIT AND NON-AUDIT FEES

The following table sets forth the fees billed to us and our subsidiaries by our independent registered public accounting firm, Mancera, during the fiscal years ended December 31, 2017 and 2018:

 

     YEAR ENDED DECEMBER 31,  
     2017      2018  
      (in millions of Mexican pesos)  
     

Audit fees(1)

     Ps.         245        Ps.         248  
     

Audit-related fees(2)

     31        23  
     

Tax fees(3)

     34        30  
     

Total fees

     Ps.         310        Ps         301  

(1) Audit fees represent the aggregate fees billed by Mancera and its Ernst & Young Global affiliated firms in connection with the audit of our annual financial statements and statutory and regulatory audits.

(2) Audit-related fees represent the aggregate fees billed by Mancera and its Ernst & Young Global affiliated firms for the review of reports on our operations submitted to IFT and attestation services that are not required by statute or regulation.

(3) Tax fees represent fees billed by Mancera and its Ernst & Young Global affiliated firms for tax compliance services, tax planning services and tax advice services.

 

AUDIT AND CORPORATE PRACTICES COMMITTEE APPROVAL POLICIES AND PROCEDURES

Our audit and corporate practices committee has established policies and procedures for the engagement of our independent auditors for services.

Our audit and corporate practices committee expressly approves any engagement of our independent auditors for audit or non-audit services provided to us or our subsidiaries. Prior to providing any service that requires specific pre-approval, our independent auditor and our Chief Financial Officer present to the audit committee a request for approval of services in which they confirm that the request complies with the applicable rules.

 

111

 


Table of Contents

 

 

ADDITIONAL INFORMATION       

 

 

 

We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers.

Any filings we make electronically will be available to the public over the internet at the SEC’s web site at www.sec.gov and at our website at www.americamovil.com. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not incorporated into this annual report.

The following documents have been filed with the SEC as exhibits to this annual report:

 

1.1    Amended and Restated Bylaws (estatutos sociales) of América Móvil, S.A.B. de C.V., dated as of April  16, 2018 (together with an English translation) (incorporated by reference to Exhibit 1.1 of our annual report on Form 20-F File No. 001-16269, filed on April  26, 2018).
8.1    List of certain subsidiaries of América Móvil, S.A.B. de C.V.
12.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
12.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1    Certification pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
15.1    Code of Ethics (incorporated by reference to Exhibit 14.1 of our annual report on Form 20-F, File No. 001-16269, filed on April 26, 2018).
15.2    Consent of independent registered public accounting firm.
101.INS    XBRL Instance Document.
101.SCH    XBRL Taxonomy Extension Schema Document.
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF    XBRL Taxonomy Extension Definition Document.

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to long-term debt of América Móvil, none of which authorizes securities in a total amount that exceeds 10% of the total assets of América Móvil. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the Commission requests.

 

112

 


Table of Contents

 

 

       FORWARD-LOOKING STATEMENTS     

 

 

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

Examples of forward-looking statements include the following:

 

 

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

 

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

 

statements concerning regulation

 

or regulatory developments;

 

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

 

competitive developments in the telecommunications sector;

 

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

 

statements of assumptions underlying the foregoing statements.

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

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

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

 

113

 


Table of Contents

 

 

FORM 20-F CROSS REFERENCE GUIDE       

 

 

 

ITEM

   FORM 20-F CAPTION    LOCATION IN THIS REPORT    PAGE
       
1    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    Not applicable   
       
2    OFFER STATISTICS AND EXPECTED TIMETABLE    Not applicable   
       
3    KEY INFORMATION          
       
     3A Selected financial data    Selected financial data    2
       
     3B Capitalization and indebtedness    Not applicable   
       
     3C Reasons for the offer and use of proceeds    Not applicable   
       
     3D Risk factors    Risk factors    47
       
4    INFORMATION ON THE COMPANY          
       
     4A History and development of the Company    Information on the Company    5
     Note 10—Property, Plant and Equipment, Net    F-42
     Liquidity and capital resources    37
     Additional Information    112
       
     4B Business overview    Information on the Company    5
   Regulation    91
       
     4C Organizational structure    Exhibit 8.1   
       
     4D Property, plant and equipment    Information on the Company    5
   Note 10—Property Plant and Equipment, Net    F-42
   Liquidity and capital resources    37
   Regulation    91
       
4A    Unresolved staff comments    None   
       
5    OPERATING AND FINANCIAL REVIEW AND PROSPECTS          
       
     5A Operating results    Overview    20
     Results of operations    22
     Regulation    91
     Liquidity and capital resources    37
       
     5B Liquidity and capital resources    Note 14—Debt    F-53
       
     5C Research and development, patents and licenses, etc.    Not applicable   
       
     5D Trend information    Overview    20
       
          Results of operations    22
       
     5E Off-balance sheet arrangements    Off-balance sheet arrangement    37
       
     5F Tabular disclosure of contractual obligations    Contractual obligations    38
       
6    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES          
       
     6A Directors and senior management    Management    74
       
     6B Compensation    Management    83
       
     6C Board practices    Management    74
     Management    83
       
     6D Employees    Employees    110

 

114

 


Table of Contents

 

 

       

 

 

ITEM

   FORM 20-F CAPTION    LOCATION IN THIS REPORT    PAGE  
       
     6E Share ownership    Major shareholders      60  
     Management      83  
       
7    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS              
       
     7A Major shareholders    Major shareholders      60  
       
     7B Related party transactions    Related party transactions      61  
       
     7C Interests of experts and counsel    Not applicable       
       
8    FINANCIAL INFORMATION              
       
     8A Consolidated statements and other financial information    Consolidated Financial Statements      119  
     Dividends      62  
     Note 16—Commitments and Contingencies      F-60  
       
     8B Significant changes    Not applicable       
       
9    THE OFFER AND LISTING              
   9A Offer and listing details    Trading markets      62  
   9B Plan of distribution    Not applicable       
   9C Markets    Trading markets      62  
   9D Selling shareholders    Not applicable       
   9E Dilution    Not applicable       
   9F Expenses of the issue    Not applicable       
       
10    ADDITIONAL INFORMATION              
   10A Shareholders’ equity    Bylaws      63  
   10B Memorandum and articles of association    Bylaws      63  
   10C Material contracts    Information on the Company      5  
        Results of operations      22  
        Related party transactions      61  
        Regulation      91  
       
     10D Exchange controls    Additional information      112  
       
     10E Taxation    Taxation of shares and ADSs      68  
       
     10F Dividends and paying agents    Not applicable       
       
     10G Statement by experts    Not applicable       
       
     10H Documents on display    Additional information      112  
       
     10I Subsidiary information    Not applicable       
       
11    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Risk management      42  
        Note 2 a)—Basis of Preparation of the Consolidated Financial Statements and Summary of Significant Accounting Policies and Practices      F-7  

 

115


Table of Contents

 

 

     FORM 20-F CROSS REFERENCE GUIDE

 

 

ITEM

   FORM 20-F CAPTION    LOCATION IN THIS REPORT    PAGE
       
12    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES          
   12A Debt securities    Not applicable   
       
     12B Warrants and rights    Not applicable   
       
     12C Other securities    Not applicable   
       
     12D American Depositary Shares    Depositary shares    66
       
13    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES    Not applicable   
       
14    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY          
       
     HOLDERS AND USE OF PROCEEDS    Not applicable   
       
15    CONTROLS AND PROCEDURES    Controls and procedures    87
       
16A    AUDIT COMMITTEE FINANCIAL EXPERT    Management    74
       
16B    CODE OF ETHICS    Code of ethics    89
       
16C    PRINCIPAL ACCOUNTANT FEES AND SERVICES    Principal accountant fees and services    111
       
16D   

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT

COMMITTEES

   Not applicable   
       
16E    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFIIATED PURCHASERS    Purchases of equity securities by the issuer and affiliated purchasers    67
       
16F    CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT    Not applicable   
       
16G    CORPORATE GOVERNANCE    Corporate governance    73
       
16H    MINE SAFETY DISCLOSURE    Not applicable   
       
17    FINANCIAL STATEMENTS    Not applicable   
       
18    FINANCIAL STATEMENTS    Consolidated Financial statements    119
       
19    EXHIBITS    Additional Information    112

 

116


Table of Contents

 

 

SIGNATURES       

 

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Dated: April 11, 2019

AMÉRICA MÓVIL, S.A.B. DE C.V.

 

By:   /s/ Carlos José García Moreno Elizondo
Name:     Carlos José García Moreno Elizondo
Title:   Chief Financial Officer

 

By:   /s/ Alejandro Cantú Jiménez
Name:     Alejandro Cantú Jiménez
Title:   General Counsel

 

117

 


Table of Contents

LOGO


Table of Contents

LOGO

PART VIII CONSOLIDATED FINANCIAL STATEMENTS


Table of Contents

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

Consolidated Financial Statements

Years Ended December 31, 2016, 2017 and 2018

with Report of Independent Registered Public Accounting Firm


Table of Contents

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

Consolidated Financial Statements

Years Ended December 31, 2016, 2017, and 2018

Contents:

 

Report of Independent Registered Public Accounting Firm

     F-2  

Audited Consolidated Financial Statements:

  

Consolidated Statements of Financial Position

     F-3  

Consolidated Statements of Comprehensive Income

     F-4  

Consolidated Statements of Changes in Shareholders’ Equity

     F-5  

Consolidated Statements of Cash Flows

     F-6  

Notes to Consolidated Financial Statements

     F-7  

 

F-1


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

América Móvil, S.A.B. de C.V.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of América Móvil, S.A.B. de C.V. and subsidiaries (the Company) as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company´s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated April 11, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company´s management. Our responsibility is to express an opinion on the Company´s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ MANCERA, S.C.

We have served as the Company´s auditor since 1993.

Mexico City, Mexico

April 11, 2019

 

F-2


Table of Contents

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

Consolidated Statements of Financial Position

(In thousands of Mexican pesos)

 

       Note        At December 31,  
   2017     2018     2018
Millions of
U.S. dollars
 

Assets

         

Current assets:

         

Cash and cash equivalents

     3      Ps. 24,270,473     Ps. 21,659,962     US$ 1,100  

Equity investments at fair value through OCI and other short-term investments

     4        59,120,676       49,015,934       2,490  

Accounts receivable:

         

Subscribers, distributors, recoverable taxes, contract assets and other, net

     5        193,776,144       216,226,920       10,986  

Related parties

     6        868,230       1,263,605       64  

Derivative financial instruments

     7        8,037,384       5,287,548       269  

Inventories, net

     8        38,809,565       40,305,362       2,048  

Other current assets, net

     9        17,352,746       15,296,193       777  
     

 

 

   

 

 

   

 

 

 

Total current assets

      Ps. 342,235,218     Ps. 349,055,524     US$ 17,734  

Non-current assets:

         

Property, plant and equipment, net

     10      Ps. 676,343,198     Ps. 640,000,720     US$ 32,516  

Intangibles, net

     11        143,539,626       122,137,703       6,205  

Goodwill

     11        151,463,232       145,566,497       7,396  

Investments in associated companies

        3,735,172       3,132,707       159  

Deferred income taxes

     13        116,571,349       111,186,768       5,649  

Accounts receivable, subscriber, distributors and contract assets, net

     5        9,786,581       15,681,872       797  

Other assets, net

     9        42,537,476       42,461,601       2,157  
     

 

 

   

 

 

   

 

 

 

Total assets

      Ps. 1,486,211,852     Ps. 1,429,223,392     US$ 72,613  
     

 

 

   

 

 

   

 

 

 

Liabilities and equity

         

Current liabilities:

         

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

     14      Ps. 51,745,841     Ps. 96,230,634     US$ 4,889  

Accounts payable

     15a        212,673,407       221,957,267       11,277  

Accrued liabilities

     15b        67,752,758       56,433,691       2,867  

Income tax

        9,362,009       19,232,191       977  

Other taxes payable

        24,387,484       23,979,334       1,218  

Derivative financial instruments

     7        10,602,539       13,539,716       688  

Related parties

     6        2,540,412       2,974,213       151  

Deferred revenues

        34,272,047       32,743,843       1,664  
     

 

 

   

 

 

   

 

 

 

Total current liabilities

      Ps. 413,336,497     Ps. 467,090,889     US$ 23,731  

Non-current-liabilities:

         

Long-term debt

     14      Ps. 646,139,058     Ps. 542,691,819     US$ 27,572  

Deferred income taxes

     13        11,997,364       24,573,441       1,248  

Income tax

        8,622,500       7,891,042       401  

Deferred revenues

        3,183,727       3,239,301       165  

Derivative financial instruments

     7        3,756,921       3,567,863       181  

Asset retirement obligations

     15c        18,245,129       15,971,601       811  

Employee benefits

     17        120,297,139       118,325,014       6,012  
     

 

 

   

 

 

   

 

 

 

Total non-current liabilities

      Ps. 812,241,838     Ps. 716,260,081     US$ 36,390  
     

 

 

   

 

 

   

 

 

 

Total liabilities

      Ps. 1,225,578,335     Ps. 1,183,350,970     US$ 60,121  
     

 

 

   

 

 

   

 

 

 

Equity:

         

Capital stock

     19      Ps. 96,338,508     Ps. 96,338,378     US$ 4,895  

Retained earnings:

         

Prior years

        141,761,677       184,689,288       9,383  

Profit for the year

        29,325,921       52,566,197       2,670  
     

 

 

   

 

 

   

 

 

 

Total retained earnings

        171,087,598       237,255,485       12,053  

Other comprehensive loss items

        (73,261,794     (137,598,218     (6,990
     

 

 

   

 

 

   

 

 

 

Equity attributable to equity holders of the parent

        194,164,312       195,995,645       9,958  

Non-controlling interests

        66,469,205       49,876,777       2,534  
     

 

 

   

 

 

   

 

 

 

Total equity

        260,633,517       245,872,422       12,492  
     

 

 

   

 

 

   

 

 

 

Total liabilities and equity

      Ps.   1,486,211,852     Ps.   1,429,223,392     US$   72,613  
     

 

 

   

 

 

   

 

 

 

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

 

F-3


Table of Contents

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

Consolidated Statements of Comprehensive Income

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

 

    Note   For the year ended December 31  
  2016     2017     2018     2018
Millions of U.S.
dollars, except
for earnings
per share
 

Operating revenues:

         

Revenues services

    Ps. 831,885,365     Ps. 878,411,323     Ps. 863,647,642     US$ 43,878  

Sales of equipment

      143,527,123       143,222,212       174,560,039       8,869  
   

 

 

   

 

 

   

 

 

   

 

 

 
    Ps. 975,412,488     Ps.   1,021,633,535     Ps.   1,038,207,681     US$   52,747  
   

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

         

Cost of sales and services

      485,060,579       496,335,746       508,822,430       25,851  

Commercial, administrative and general expenses

      228,101,116       240,634,431       227,192,478       11,543  

Other expenses

      4,114,562       24,345,113       6,923,022       352  

Depreciation and amortization

  9,10 and 11     148,525,921       160,174,942       155,712,580       7,911  
   

 

 

   

 

 

   

 

 

   

 

 

 
    Ps. 865,802,178     Ps. 921,490,232     Ps. 898,650,510     US$ 45,657  
   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    Ps. 109,610,310     Ps. 100,143,303     Ps. 139,557,171     US$ 7,090  
   

 

 

   

 

 

   

 

 

   

 

 

 

Interest income

      4,192,595       2,925,648       10,646,169       541  

Interest expense

      (33,862,012     (30,300,781     (31,771,433     (1,614

Foreign currency exchange loss, net

      (40,427,407     (13,818,951     (7,261,956     (369

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

  21     (16,225,841     (1,943,760     (10,176,316     (517

Equity interest in net result of associated companies

      189,950       91,385       267       —    
   

 

 

   

 

 

   

 

 

   

 

 

 

Profit before income tax

      23,477,595       57,096,844       100,993,902       5,131  

Income tax

  13     11,398,856       24,941,511       46,477,079       2,361  
   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit for the year

    Ps. 12,078,739     Ps. 32,155,333     Ps. 54,516,823     US$ 2,770  
   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit for the year attributable to:

         

Equity holders of the parent

    Ps. 8,649,427     Ps. 29,325,921     Ps. 52,566,197     US$ 2,670  

Non-controlling interests

      3,429,312       2,829,412       1,950,626       100  
   

 

 

   

 

 

   

 

 

   

 

 

 
    Ps. 12,078,739     Ps. 32,155,333     Ps. 54,516,823     US$ 2,770  
   

 

 

   

 

 

   

 

 

   

 

 

 

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

    Ps. 0.13     Ps. 0.44     Ps. 0.79     US$ 0.04  
   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss) items:

         

Net other comprehensive (loss) income that may be reclassified to profit or loss in subsequent years:

         

Effect of translation of foreign entities

    Ps. 107,498,708     Ps. (18,309,877   Ps. (64,314,032   US$ (3,268

Effect of fair value of derivatives, net of deferred taxes

      49,129       12,292       —         —    

Items that will not be reclassified to (loss) or profit in subsequent years:

         

Re-measurement of defined benefit plan, net of deferred taxes

      14,773,399       (7,046,089     757,278       38  

Unrealized (loss) gain on equity investments at fair value, net of deferred taxes

      (6,673,731     622,424       (3,765,688     (191
   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income (loss) items for the year, net of deferred taxes

  20     115,647,505       (24,721,250     (67,322,442     (3,421
   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income (loss) for the year

    Ps. 127,726,244     Ps. 7,434,083     Ps. (12,805,619   US$ (651
   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) for the year attributable to:

         

Equity holders of the parent

    Ps. 120,974,842     Ps. 1,201,698     Ps. (11,770,227   US$ (598

Non-controlling interests

      6,751,402       6,232,385       (1,035,392     (53
   

 

 

   

 

 

   

 

 

   

 

 

 
    Ps.   127,726,244     Ps. 7,434,083     Ps. (12,805,619   US$ (651
   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

F-4


Table of Contents

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

Consolidated Statements of Changes in Shareholders’ Equity

For the year ended December 31, 2016, 2017 and 2018

(In thousands of Mexican pesos)

 

    Capital
stock
    Legal
reserve
    Retained
earnings
    Effect of
derivative
financial
instruments
acquired
for hedging
purposes
    Unrealized
gain (loss) on
equity
investment at
fair value
    Re-measurement
of defined
benefit plans
    Cumulative
translation
adjustment
    Total equity
attributable to
equity holders
of the parent
    Non-
controlling
interests
    Total
equity
 

Balance at December 31, 2015

  Ps.   96,338,477     Ps.   358,440     Ps.   171,972,999     Ps.   (60,788)     Ps. 4,011     Ps.   (82,844,947)     Ps.   (73,490,197)     Ps.   112,277,995     Ps.   48,576,191     Ps.   160,854,186  

Net profit for the year

    —         —         8,649,427       —         —         —         —         8,649,427       3,429,312       12,078,739  

Effect of fair value of derivatives, net of deferred taxes

    —         —         —         48,496       —         —         —         48,496       633       49,129  

Unrealized loss on equity investments at fair value, net of deferred taxes

    —         —         —         —         (6,673,731     —         —         (6,673,731     —         (6,673,731

Remeasurement of defined benefit plan, net of deferred taxes

    —         —         —         —         —         14,771,770       —         14,771,770       1,629       14,773,399  

Effect of translation of foreign entities

    —         —         —         —         —         —         104,178,880       104,178,880       3,319,828       107,498,708  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) for the year

    —         —         8,649,427       48,496       (6,673,731     14,771,770       104,178,880       120,974,842       6,751,402       127,726,244  

Dividends declared

    —         —         (18,339,294)       —         —         —         —         (18,339,294     (652,341     (18,991,635

Stock dividend (Note 19)

    1,512       —         4,606,274       —         —         —         —         4,607,786       —         4,607,786  

Repurchase of shares

    (2,475     —         (7,213,397     —         —         —         —         (7,215,872     —         (7,215,872

Partial sale of shares of Telekom Austria

(Note 12)

    —         —         —         —         —         68,127       (1,139,192     (1,071,065     7,394,401       6,323,336  

Other acquisitions of non-controlling interests (Note 12)

    —         —         (2,319,149     —         —         —         —         (2,319,149     38,871       (2,280,278
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

    96,337,514       358,440       157,356,860       (12,292     (6,669,720)       (68,005,050     29,549,491       208,915,243       62,108,524       271,023,767  

Net profit for the year

    —         —         29,325,921       —         —         —         —         29,325,921       2,829,412       32,155,333  

Effect of fair value of derivatives, net of deferred taxes

    —         —         —         12,292       —         —         —         12,292       —         12,292  

Unrealized gain on equity investments at fair value, net of deferred taxes

    —         —         —         —         622,424       —         —         622,424       —         622,424  

Remeasurement of defined benefit plan, net of deferred taxes

    —         —         —         —         —         (7,075,606     —         (7,075,606     29,517       (7,046,089

Effect of translation of foreign entities

    —         —         —         —         —         —         (21,683,333     (21,683,333     3,373,456       (18,309,877
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) for the year

    —         —         29,325,921       12,292       622,424       (7,075,606     (21,683,333     1,201,698       6,232,385       7,434,083  

Dividends declared

    —         —         (19,815,470     —         —         —         —         (19,815,470     (1,848,108     (21,663,578

Stock dividend (Note 19)

    1,264       —         4,902,818       —         —         —         —         4,904,082       —         4,904,082  

Repurchase of shares

    (270     —         (1,040,686     —         —         —         —         (1,040,956     —         (1,040,956

Other acquisitions of non-controlling interests (Note 12)

    —         —         (285     —         —         —         —         (285     (23,596     (23,881
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of January 1 2018

    96,338,508       358,440       170,729,158       —         (6,047,296     (75,080,656     7,866,158       194,164,312       66,469,205       260,633,517  

Effect of adoption of new accounting standards (Note 2i)

    —         —         19,598,349       —         —         —         —         19,598,349       518,440       20,116,789  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of January 1 2018 (restated)

    96,338,508       358,440       190,327,507       —         (6,047,296     (75,080,656     7,866,158       213,762,661       66,987,645       280,750,306  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit for the year

    —         —         52,566,197       —         —         —         —         52,566,197       1,950,626       54,516,823  

Unrealized loss on equity investments at fair value, net of deferred taxes

    —         —         —         —         (3,765,688     —         —         (3,765,688     —         (3,765,688

Remeasurement of defined benefit plan, net of deferred taxes

    —         —         —         —         —         652,722       —         652,722       104,556       757,278  

Effect of translation of foreign entities

    —         —         —         —         —         —         (61,223,458     (61,223,458     (3,090,574     (64,314,032
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) for the year

    —         —         52,566,197         (3,765,688     652,722       (61,223,458     (11,770,227     (1,035,392     (12,805,619

Dividends declared

    —         —         (21,134,520     —         —         —         —         (21,134,520     (1,850,462     (22,984,982

Hyperinflation adjustment (Note 2i)

    —         —         15,826,934       —         —         —         —         15,826,934       —         15,826,934  

Repurchase of shares

    (130     —         (518,633     —         —         —         —         (518,763     —         (518,763

Redemption of hybrid bond (Note 19)

    —         —         —         —         —         —         —         —         (13,440,120     (13,440,120

Other acquisitions of non-controlling interests

    —         —         (170,440     —         —         —         —         (170,440     (784,894     (955,334
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

  Ps. 96,338,378     Ps. 358,440     Ps. 236,897,045     Ps. —       Ps. (9,812,984   Ps. (74,427,934   Ps. (53,357,300   Ps. 195,995,645     Ps. 49,876,777     Ps. 245,872,422  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

F-5


Table of Contents

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

Consolidated Statements of Cash Flows

(In thousands of Mexican pesos)

 

          For the year ended December 31  
    Note     2016     2017     2018     2018
Millions of
U.S. dollars
 

Operating activities

         

Profit before income tax

    Ps. 23,477,595     Ps. 57,096,844     Ps. 100,993,902     US$ 5,131  

Items not requiring the use of cash:

         

Depreciation

    10       127,662,344       135,206,080       129,115,727       6,560  

Amortization of intangible and other assets

    9 and 11       20,863,577       24,968,862       26,596,853       1,351  

Equity interest in net income of associated companies

      (189,950     (91,385     (267     —    

Loss on sale of property, plant and equipment

      8,059       145,225       664,777       34  

Net period cost of labor obligations

    17       14,240,271       13,636,182       13,989,100       711  

Foreign currency exchange loss, net

      34,049,726       11,699,985       6,148,612       312  

Interest income

      (4,192,595     (2,925,648     (10,646,169     (541

Interest expense

      33,862,012       30,300,781       31,771,433       1,614  

Employee profit sharing

      2,235,267       1,751,312       1,500,342       76  

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

      85,216       (19,010,851     (7,518,445     (382

Gain on net monetary positions

    21       —         —         (4,429,145     (225

Working capital changes:

         

Subscribers, distributors, recoverable taxes, contract assets and other, net

      (14,192,651     1,799,095       (15,420,291     (783

Prepaid expenses

      792,979       4,588,584       3,264,685       166  

Related parties

      829,632       (558,651     38,426       2  

Inventories

      3,076,159       (2,991,009     (3,232,136     (164

Other assets

      (2,944,581     (4,763,394     (6,081,740     (309

Employee benefits

      (5,384,944     (14,692,218     (14,235,549     (723

Accounts payable and accrued liabilities

      18,196,349       5,190,137       23,997,632       1,219  

Employee profit sharing paid

      (3,297,439     (1,471,946     (1,013,799     (52

Financial instruments and other

      28,878,632       1,515,668       5,286,290       269  

Deferred revenues

      (972,376     (452,913     38,243       2  

Interest received

      3,239,845       819,940       1,215,800       62  

Income taxes paid

      (44,525,073     (23,988,305     (33,713,753     (1,713
   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows provided by operating activities

    Ps. 235,798,054     Ps. 217,772,375     Ps. 248,330,528     US$ 12,617  
   

 

 

   

 

 

   

 

 

   

 

 

 

Investing activities

         

Purchase of property, plant and equipment

      (138,707,157     (119,185,137     (143,888,033     (7,310

Acquisition of intangibles

      (16,316,738     (17,538,541     (7,933,647     (403

Dividends received

    21       5,740,092       2,385,559       2,622,237       133  

Proceeds from sale of plant, property and equipment

      115,600       133,349       178,532       9  

Acquisition of businesses, net of cash acquired

      (1,823,813     (6,878,793     (310,604     (16

Partial sale of shares of associated company

      —         340,040       548,484       28  

Investments in associate companies

      (3,487     —         —         —    
   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows used in investing activities

    Ps.   (150,995,503   Ps.   (140,743,523   Ps.   (148,783,031   US$ (7,559
   

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities

         

Loans obtained

      64,281,631       143,607,726       155,263,221       7,888  

Repayment of loans

      (125,672,444     (171,041,215     (189,314,144     (9,618

Interest paid

      (32,125,872     (31,196,441     (30,869,017     (1,568

Repurchase of shares

      (7,021,247     (1,233,371     (511,421     (26

Dividends paid

      (13,809,957     (16,091,390     (22,369,793     (1,137

Derivative financial instruments

      (351,213     (71,474     —         —    

Partial sale of shares in subsidiary

      6,323,336       —         —         —    

Redemption of hybrid bond

      —         —         (13,440,120     (683

Acquisition of non-controlling interests

      (2,280,278     (11,930     (115,821     (6
   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows used in financing activities

    Ps. (110,656,044   Ps. (76,038,095   Ps. (101,357,095   US$ (5,150
   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

    Ps. (25,853,493   Ps. 990,757     Ps. (1,809,598   US $ (92
   

 

 

   

 

 

   

 

 

   

 

 

 

Adjustment to cash flows due to exchange rate fluctuations, net

      3,911,844       61,333       (800,913     (41

Cash and cash equivalents at beginning of the year

      45,160,032       23,218,383       24,270,473       1,233  
   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of the year

    Ps. 23,218,383     Ps. 24,270,473     Ps. 21,659,962     US$ 1,100  
   

 

 

   

 

 

   

 

 

   

 

 

 

Non-cash transactions related to:

         

Acquisitions of property, plant and equipment in accounts payable at end year

    Ps. 13,497,804     Ps. 18,869,210     Ps. 19,099,066     US$ 970  

Redemption of exchangeable bond

      —         —         16,446,262       836  
   

 

 

   

 

 

   

 

 

   

 

 

 

Non-cash transactions

    Ps. 13,497,804     Ps. 18,869,210     Ps. 35,545,328     US$ 1,806  
   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

F-6


Table of Contents

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

Notes to Consolidated Financial Statements

Years ended December 31, 2016, 2017 and 2018

(In thousands of Mexican pesos [Ps.] and thousands of

U.S. dollars [US$], unless otherwise indicated)

1. Description of the Business and Relevant Events

I. Corporate Information

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 in 25 countries throughout Latin America, the United States, the Caribbean and Europe. These telecommunications services include mobile and fixed-line voice services, wireless and fixed data services, internet access and Pay TV, over the top and other related services. The Company also sells equipment, accessories and computers.

 

 

Voice services provided by the Company, both wireless and fixed, mainly include the following: airtime, local, domestic and international long-distance services, and network interconnection services.

 

 

Data services include value added, corporate networks, data and Internet services.

 

 

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

 

 

AMX provides other related services to advertising in telephone directories, publishing and call center services.

 

 

The Company also provides video, audio and other media content that is delivered through the internet directly from the content provider to the end user.

In order to provide these services, América Móvil has licenses, permits and concessions (collectively referred to herein as “licenses”) to build, install, operate and exploit public and/or private telecommunications networks and provide miscellaneous telecommunications services (mostly mobile and fixed voice and data services) 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 24 countries where it has networks, and such licenses have different dates of expiration through 2056.

Certain licenses require the payment to the respective governments of a share in sales determined as a percentage of revenues from services under concession. The percentage is set as either a fixed rate or in some cases based on certain size of the infrastructure in operation.

The corporate offices of América Móvil are located in Mexico City, Mexico, at Lago Zurich 245, Colonia Ampliación Granada, Delegación Miguel Hidalgo, 11529, Mexico City, Mexico.

The accompanying consolidated financial statements were approved for their issuance by the Company’s Chief Financial Officer on April 9, 2019, and subsequent events have been considered through that date.

2. Basis of Preparation of the Consolidated Financial Statements and Summary of Significant Accounting Policies and Practices

a) Basis of preparation

The accompanying consolidated financial statements have been prepared in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IASB”) (hereafter referred to as IFRS).

 

F-7


Table of Contents

The consolidated financial statements have been prepared on the historical cost basis, except for the derivative financial instruments, the trust assets of post-employment and other employee benefit plans and the investments in equity at fair value through OCI which are presented at their market value.

Effectively July 1, 2018, the Argentinian economy is considered to be hyperinflationary in accordance with the criteria in IAS 29 “Financial Reporting in Hyperinflationary Economies” (“IAS 29”). Accordingly, for the Argentina subsidiaries, we have included, adjustments for hyperinflation and reclassifications as is required by the standard for purposes of presentation of IFRS in the consolidated financial statements.

The preparation of these consolidated financial statements under IFRS requires the use of critical estimates and assumptions that affect the amounts reported for certain assets, liabilities, income and expenses. It also requires that management exercise judgment in the application of the Company’s accounting policies. Actual results could differ from these estimates and assumptions.

The Mexican peso is the functional currency of the Company’s Mexican operations and the consolidated reporting currency of the Company.

i) Changes in Accounting Policies and Disclosures

The Company applied IFRS 15 “Revenue from Contracts with Customers” (IFRS 15) and IFRS 9 “Financial Instruments” (IFRS 9) for the first time effective January 1, 2018. The nature and effect of the changes as a result of adoption of these new accounting standards are described below.

The accounting policies applied in the preparation of the consolidated financial statements for the year ended December 31, 2018 are consistent with those used in the preparation of the Company´s consolidated annual financial statements for the years ended December 31, 2017 and 2016, with the exception of the following new standards and amendments to existing standards issued by the IASB, which were mandatory for annual periods beginning on or after January 1, 2018:

a) IFRS 15 Revenue from contract with customer

In May 2014, the IASB issued the new standard IFRS 15. The new standard for revenue recognition aims at standardizing the multitude of regulations previously included in various standards, and may require more judgment and estimates than with the revenue recognition processes that were required under the previously existing revenue recognition standards

IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers. IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be 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.

IFRS 15 requires entities to exercise judgment, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the standard requires relevant disclosures.

The Company adopted IFRS 15 using the modified retrospective method of adoption with the date of initial application on January 1, 2018. Under this method, the standard can be applied either to all contracts at the date of initial application or only to contracts that are not completed at this date. The Company elected to apply the standard to all contracts as of January 1, 2018.

 

F-8


Table of Contents

The cumulative effect of initially applying IFRS 15 was recognized at the date of initial application as an adjustment to the opening balance of retained earnings. Therefore, the comparative information was not restated and continues to be reported under IAS 11, IAS 18 and related Interpretations. The most significant changes in the implementation of IFRS 15 are the earlier recognition of revenue from the sale of goods, and the capitalization and deferral of the incremental contracts acquisition costs over the expected period of benefit.

The effect of adopting IFRS 15 as of January 1, 2018 was, as follows:

 

     Reference      Increase  

Assets:

     

Subscribers, distributors, recoverable taxes, contract assets and other, net

     (a), (b), (c)      Ps.   31,261,436  
     

 

 

 

Liabilities:

     

Current liabilities

     (c)      Ps. 562,651  

Deferred income taxes

     (d)        8,725,841  
     

 

 

 
      Ps. 9,288,492  
     

 

 

 

Equity:

     

Retained earnings

     (a), (b), (c), (d)        21,454,504  

Non-controlling interests

        518,440  
     

 

 

 

Total equity

        21,972,944  
     

 

 

 

Total liabilities and equity

      Ps. 31,261,436  
     

 

 

 

Set out below are, the impacts of adopting IFRS 15 on the Company´s consolidated financial statements for the year ended December 31, 2018:

 

     Reference      As reported     Figures without
adoption of IFRS 15
    Adjustments  

Operating revenues:

         

Revenues services

     (a), (b)      Ps. 863,647,642     Ps. 881,530,167     Ps.   (17,882,525

Sales of equipment

     (a), (b)        174,560,039       158,721,765       15,838,274  
     

 

 

   

 

 

   

 

 

 
        1,038,207,681       1,040,251,932       (2,044,251
     

 

 

   

 

 

   

 

 

 

Operating costs and expenses:

         

Cost of sales and services

      Ps. 508,822,430     Ps. 509,100,174     Ps. (277,744

Commercial, administrative and general and other expenses

     (c)        234,115,500       240,010,631       (5,895,131

Depreciation and amortization

        155,712,580       155,712,580       —    
     

 

 

   

 

 

   

 

 

 
        898,650,510       904,823,385       (6,172,875
     

 

 

   

 

 

   

 

 

 
        139,557,171       135,428,547       4,128,624  

Financial items, net

        38,563,536       38,356,359       207,177  

Equity interest in net result of associated companies

        267       267       —    

Income tax

     (d)        46,477,079       45,496,698       980,381  

Non-controlling interests

        (1,950,626     (1,950,626     —    
     

 

 

   

 

 

   

 

 

 

Net profit for the year

      Ps. 52,566,197     Ps. 49,625,131     Ps. 2,941,066  
     

 

 

   

 

 

   

 

 

 

 

F-9


Table of Contents
     Reference     As reported      Balances without
adoption of IFRS 15
     Adjustments  

Assets:

          

Current assets:

          

Cash and cash equivalents and equity investments at fair value

     Ps. 70,675,896      Ps. 70,675,896      Ps. —    

Subscribers, distributors, recoverable taxes, contract assets and other, net

     (a), (b), (c)       216,226,920        185,303,634        30,923,286  

Other current assets, net

       62,152,708        62,152,708        —    
    

 

 

    

 

 

    

 

 

 

Total current assets

       349,055,524        318,132,238        30,923,286  

Non-current assets:

          

Property, plant and equipment, net

       640,000,720        640,000,720        —    

Intangibles and other assets, net

       424,485,276        424,485,276        —    

Subscribers, distributors, recoverable taxes, contract assets and other, net

     (a), (b), (c)       15,681,872        10,244,609        5,437,263  
    

 

 

    

 

 

    

 

 

 

Total assets

     Ps. 1,429,223,392      Ps. 1,392,862,843      Ps. 36,360,549  
    

 

 

    

 

 

    

 

 

 

Liabilities and equity:

          

Current liabilities:

          

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

     Ps. 96,230,634      Ps. 96,230,634      Ps. —    

Accounts payable and other liabilities

       338,116,412        337,448,940        667,472  

Deferred revenues

       32,743,843        32,315,690        428,153  
    

 

 

    

 

 

    

 

 

 

Total current liabilities

       467,090,889        465,995,264        1,095,625  

Non-current-liabilities:

          

Long-term debt

       542,691,819        542,691,819        —    

Deferred income taxes

     (d)       24,573,441        15,382,500        9,190,941  

Other liabilities

       148,994,821        148,994,821        —    
    

 

 

    

 

 

    

 

 

 

Total liabilities

       1,183,350,970        1,173,064,404        10,286,566  

Total equity

     (d)       245,872,422        219,798,439        26,073,983  
    

 

 

    

 

 

    

 

 

 

Total liabilities and equity

     Ps.  1,429,223,392      Ps.  1,392,862,843      Ps.  36,360,549  
    

 

 

    

 

 

    

 

 

 

IFRS 15 Revenues from contracts with customers

IFRS 15 establishes a comprehensive framework for determining when to recognize revenue and how much revenue to recognize. The principle core is that an entity should recognize revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The most significant changes in the implementation of IFRS 15 are as follows:

 

a.

The Company provides fixed and mobile services. These services are offered independently in contracts with customers or together with the sale of handsets (mobile) under the postpaid model. In accordance with IFRS 15, the transaction price should be assigned to the different performance obligations based on their relative standalone selling price.

The Company concluded that regarding the provided services, it has market observable information, to determine the standalone selling price of the services. On the other hand, in the case of the sale of bundled mobile phones sold (including service and handset) by the Company, the allocation of the sales is done

 

F-10


Table of Contents

based on their relative standalone selling price of each individual component related to the total bundled price. The result is that more equipment revenue is recognized at the moment of a sale and, therefore, less service revenue from the monthly fee are being recognized under the new standard.

The Company concluded as well that the provided services are satisfied over the time of the contract period, given that the customer simultaneously receives and consumes the benefits provided by the Company.

Such service bundles, voice and data, accomplish the criteria mentioned in IFRS 15 of being substantially similar and of having the same transfer pattern which is why the Company concluded that the revenue from these different services offered to its customers are considered as a single performance obligation with revenue being recognized over time, except for sales of equipment.

 

b.

Under IFRS 15, for those contracts with customers in which generally the sale of equipment and other electronic equipment is a single performance obligation, the Company recognizes the revenue at the moment when it transfers control to the customer which generally occurs when such goods are delivered. The latter is consistent with the previous accounting policy.

 

c.

The Company pays commissions to its distributors for obtaining new customers; such commissions were expensed as incurred under the previous accounting. Under IFRS 15, commissions are considered incremental contract acquisition costs that are capitalized and are amortized over the expected period of benefit, during the average duration of customer contracts.

 

d.

In addition to the adjustments described above, other items such as deferred taxes and non-controlling interests were adjusted to retained earnings as necessary upon adoption of IFRS 15 as of January 1, 2018.

b) IFRS 9, Financial Instruments

IFRS 9 was issued in July 2014 and replaced IAS 39 Financial Instruments and relates to the classification and measurement of financial instruments, impairment; and hedge accounting.

The Company applied IFRS 9 prospectively, with an initial application date of January 1, 2018. The Company has not restated the comparative information, which continues to be reported under IAS 39.

The effect of adopting IFRS 9 as of January 1, 2018 was, as follows:

 

     Adjustments      January 1, 2018  

Assets

     

Trade receivables

     (a)      Ps.   (2,400,783 )

Deferred tax assets

     (b)        544,628  
     

 

 

 

Total assets

      Ps. (1,856,155
     

 

 

 

Equity

     

Retained earnings

     (a), (b)      Ps. (1,856,155
     

 

 

 

Total adjustment on equity

      Ps. (1,856,155
     

 

 

 

IFRS 9 sets out the requirements for recognizing and measuring financial assets and financial liabilities. This new standard includes:

a) Impairment

The adoption of IFRS 9 has fundamentally changed the Company´s accounting for impairment losses for financial assets by replacing IAS 39’s incurred loss approach with a forward-looking expected credit loss approach. IFRS 9 requires the Company to recognize an allowance for expected credit loss for all debt instruments not held at fair value through profit or loss and contract assets.

 

F-11


Table of Contents

Upon adoption of IFRS 9 the Company recognized an impairment on the Company´s trade receivables at fair value Ps 2,400,783 as of January 1, 2018, which resulted in a decrease in Retained earnings. There were no impairment losses that impacted the carrying amount of debt instruments at fair value through OCI in the statements of financial position, which remains at fair value.

b) Other adjustments

In addition to the adjustments described above, other items such as deferred taxes and non-controlling interests were adjusted to retained earnings as necessary upon adoption of IFRS 9 as of January 1, 2018.

The new requirements of IFRS 9 regarding hedge accounting do not have an effect on the consolidated financial statements as hedge accounting is not applied. The Company continues to consider the hedges to be under IAS 39 as allowed by IFRS 9.

Compared to IAS 39, the application of IFRS 9 had an immaterial effect on the consolidated financial statements in 2018, including classification of financial assets and liabilities.

c) Impact of the application for hyperinflation in Argentina

In the recent years, the Argentina economy has shown high rates of inflation. Although inflation data has not been consistent in recent years and several indexes have coexisted, inflation in Argentina indicates that the three-year cumulative inflation rate recently exceeded 100%, which is the quantitative reference established by IAS 29. As a result, Argentina is considered a hyperinflationary economy in 2018 and the Company applies hyper-inflation accounting to its subsidiary whose functional currency is the Argentine peso for financial information for periods ending on or after July 1, 2018, however the calculation of the accumulative impact was measured as of January 1, 2019.

In order to restate for hyperinflation its financial statements, the subsidiary used the series of indices defined by resolution JG No. 539/18 issued by the “Federación Argentina de Consejos Profesionales de Ciencias Económicas” (FACPCE), based on the National Consumer Price Index (IPC) published by the Instituto Nacional de Estadística y Censos (INDEC) of the Argentine Republic and the Wholesale Internal Price Index (IPIM) published by FACPCE. The cumulative index December 31, 2018 is 184.255, while on an annual inflation for 2018 is 48%.

The main implications are as follows:

 

   

Adjustment of the historical cost of non-monetary assets and liabilities and equity items from their date of acquisition, or the date of inclusion in the consolidated statements of financial position, to the end of the year, in order to reflect changes in the currency’s purchasing power caused by inflation.

 

   

The gain on the net monetary position caused by the impact of inflation in the year is included in the consolidated statements of comprehensive income as part of the caption “Valuation of derivatives, interest cost from labor obligations and other financial items, net. Items in the income statements and in the statements of cash flows are adjusted by the inflation index since their origination, with a balancing entry, and a reconciling item in the statements of cash flows, respectively.

 

   

All items in the financial statements of the Argentine company are translated at the closing exchange rate, which at December 31, 2018 was 0.5221 argentine pesos per mexican peso.

 

   

Financial information for financial years prior to 2018 are not restated.

 

F-12


Table of Contents

The main impact in the consolidated financial statements of the Company in 2018 of applying hyperinflationary accounting under IAS 29 are shown below:

 

     Impact of the
application of
hyperinflation
adjustments in
2018
 

Impact in:

  

Operating revenues

     Ps. 6,286,140  

Operating loss

     (1,423,252

Financial loss

     (1,289,317

Gain on net monetary positions

     4,429,145  

Income tax

     (770,928

Net profit for the year

     945,647  

Current assets

     1,866,674  

Non-current assets

     19,796,073  

Total liabilities

     4,890,166  

Total equity (i)

     16,772,581  

 

(i)

This total includes the initial effect of hyperinflation of Ps. 15,826,934 and the net effect on results due to the hyperinflation of the year of Ps. 945,647.

ii) Basis of consolidation

The consolidated financial statements include the accounts of América Móvil, S.A.B. de C.V. and those subsidiaries over which the Company exercises control. The consolidated financial statements for the subsidiaries were prepared for the same period as the Company´s and applying consistent accounting policies. All of the subsidiary companies operate in the telecommunications sector or related.

Subsidiaries are entities over which the Company has control. Control is achieved when the Company has power over the investee, when it is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power over the investee to affect the amount of the investor’s returns. Subsidiaries are consolidated on a line by line basis from the date which control is achieved by the Company. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control.

Changes in the Company’s ownership interests in a subsidiary that do not result in the Company losing control over the subsidiary are accounted for as equity transactions. The carrying amounts of the equity attributable to owners of the parent and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the carrying amount of the non-controlling interests and the fair value of the consideration paid or received in the transaction is recognized directly in the equity attributable to the owners.

Subsidiaries are deconsolidated from the date which control ceases. When the Company ceases to have control over a subsidiary, it derecognizes the assets (including any goodwill) and liabilities of the subsidiary at their carrying amounts, derecognizes the carrying amount of non-controlling interests in the former subsidiary and recognizes the fair value of any consideration received from the transaction. Any retained interest in the former subsidiary is then remeasured to its fair value.

All intra-Company balances and transactions, and any unrealized gains and losses arising from intra-Company transactions, are eliminated in preparing the consolidated financial statements.

Non-controlling interests represent the portion of profits or losses and net assets not held by the Company. Non-controlling interests are presented separately in the consolidated statements of comprehensive income and in equity in the consolidated statements of financial position separately from Company’s own equity.

 

F-13


Table of Contents

Associates:

An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but does not have control or joint control over those decisions.

The Company’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses.

The investments in associated companies in which the Company exercises significant influence are accounted for using the equity method, whereby Company recognizes its share in the net profit (losses) and equity of the associate.

The results of operations of the subsidiaries and associates are included in the Company’s consolidated financial statements beginning as of the month following their acquisition and its share of other comprehensive income after acquisition is recognized directly in other comprehensive income.

The Company assesses at each reporting date whether there is objective evidence that investment in associates is impaired. If so, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value.

The equity interest in the most significant subsidiaries at December 31, 2017 and 2018 is as follows:

 

Company name

  Country     Equity
interest at
December 31
 
  2017     2018  

Subsidiaries:

     

América Móvil B.V. a)

    Netherlands       100.0     100.0

Compañía Dominicana de Teléfonos, S.A. (“Codetel”) b)

    Dominican Republic       100.0     100.0

Sercotel, S.A. de C.V. a)

    Mexico       100.0     100.0

Radiomóvil Dipsa, S.A. de C.V. and subsidiaries (“Telcel”) b)

    Mexico       100.0     100.0

Puerto Rico Telephone Company, Inc. b)

    Puerto Rico       100.0     100.0

Servicios de Comunicaciones de Honduras, S.A. de C.V. (“Sercom Honduras”) b)

    Honduras       100.0     100.0

TracFone Wireless, Inc. (“TracFone”) b)

    USA       100.0     100.0

Claro S.A. (Claro Brasil) b)

    Brazil       97.7     98.2

Telecomunicaciones de Guatemala, S.A. (“Telgua”) b)

    Guatemala       99.3     99.3

Empresa Nicaragüense de Telecomunicaciones, S.A. (“Enitel”) b)

    Nicaragua       99.6     99.6

Compañía de Telecomunicaciones de El Salvador, S.A. de C.V. (“CTE”) b)

    El Salvador       95.8     95.8

Comunicación Celular, S.A. (“Comcel”) b)

    Colombia       99.4     99.4

Telmex Colombia, S.A. b)

    Colombia       99.3     99.3

Consorcio Ecuatoriano de Telecomunicaciones, S.A. (“Conecel”) b)

    Ecuador       100.0     100.0

AMX Argentina, S.A. b)

    Argentina       100.0     100.0

AMX Paraguay, S.A. b)

    Paraguay       100.0     100.0

AM Wireless Uruguay, S.A. b)

    Uruguay       100.0     100.0

Claro Chile, S.A. b)

    Chile       100.0     100.0

América Móvil Perú, S.A.C b)

    Peru       100.0     100.0

Claro Panamá, S.A. b)

    Panamá       100.0     100.0

Teléfonos de México, S.A.B. de C.V. b)

    Mexico       98.8     98.8

Telekom Austria AG b)

    Austria       51.0     51.0

 

F-14


Table of Contents
a)

Holding companies

b)

Operating companies of mobile and fixed services

iii) Basis of translation of financial statements of foreign subsidiaries and associated companies

The operating revenues of foreign subsidiaries jointly represent approximately 72%, 74% and 73% of consolidated operating revenues of 2016, 2017 and 2018, respectively, and their total assets jointly represent approximately 81% and 80% of consolidated total assets at December 31, 2017 and 2018, respectively.

The financial statements of foreign subsidiaries have been prepared under or translated to IFRS in the respective local currency (which is their functional currency) and then translated into the Company´s reporting currency as follows:

 

   

all monetary assets and liabilities were translated at the closing exchange rate of the period;

 

   

all non-monetary assets and liabilities at the closing exchange rate of the period;

 

   

equity accounts are translated at the exchange rate at the time the capital contributions were made and the profits were generated;

 

   

revenues, costs and expenses are translated at the average exchange rate of the period, except for the operations of the subsidiaries in Argentina; whose economy is considered hyperinflationary since 2018;

 

   

the resulting difference from the translation process is recognized in equity in the caption Cumulative translation adjustment;

 

   

the consolidated statements of cash flows presented using the indirect method were translated using the weighted-average exchange rate for the applicable period (except for Argentina), and the resulting difference is shown in the consolidated statements of cash flows under the heading “Adjustment to cash flows due to exchange rate fluctuations, net”.

The basis of translation for the operations of the subsidiaries in Argentina are described in Note 2i, c)

The difference resulting from the translation process is recognized in equity in the caption “Effect of translation of foreign entities”. At December 31, 2017 and 2018, the cumulative translation adjustment was Ps. 7,866,158 and Ps. (53,357,300), respectively.

b) Revenue recognition

The Company revenues are derived principally from providing the following telecommunications services and products: wireless voice, wireless data and value-added services, fixed voice, fixed data, broadband and IT services, Pay TV and over-the-top (“OTT”) services.

The wireless voices services are offered under a variety of plans. In addition, the Company often bundle wireless data telecommunications services together with voices services. Monthly rent in post- paid is billed based on the associated plan o package rates, corresponding to when the services are provided.

As part the wireless data services, the Company offer value-added services that include Internet access, messaging and other wireless entertainment and corporative services, Revenue from such services are recognized at the time they are provided, on the date the installation or when the services are downloaded. In addition, the Company offer other wireless services, including wireless security services, mobile payments solutions, machine-to-machine services, mobile banking, virtual private network (“VPN”) services, video calls and Personal Communication Services (“PCS”).

 

F-15


Table of Contents

The fixed voices services include local, domestic and international long-distance and public telephone services, under a variety of plans, specifically tailored to our residential and corporate clients. Revenue from the local services are derived from the monthly rent for services and the long-distances revenues are recognized at the time the service is provided.

The Company offer data services, including data centers, data administration and hosting services to our residential and corporate clients under a variety of plans. These revenues are recognized at the time the service is provided.

The residential broadband access are typically bundled with voice services and are competitively priced as a function of the desired or available speed. As a complement to these services, the Company offer a number of products such as home networking and smart home services. In addition, The Company provide different IT solutions for small business and large corporations.

The Company offer Pay TV through cable and satellite TV subscriptions to both retail and corporate customers under a variety of plans. These services are offered through individual subscription plans as well as in bundled packages of services, along with broadband, fixed voice and wireless services. In addition, the Company sell video, audio and other media content that is delivered through the internet directly from the content provider to the viewer or end user. These revenues are recognized at the time the service is provided.

The Company sells to its customers bundles of different services (fixed line, mobile, broadband internet, streaming and pay TV, among others) which elements are evaluated to determine if it is necessary to separate the different identifiable components and apply the income recognition policy corresponding to each element.

Total package revenue is allocated among the identified elements based on their respective standalone selling prices.

Determining standalone selling prices for each identified element requires estimates that are complex due to the nature of the business. A change in estimates of standalone selling prices could affect the apportionment of revenue among the elements and, as a result, the timing of recognition of revenues.

Transaction prices are allocated to the performance obligations by reference to the relative stand-alone selling prices of the products and services. The stand-alone selling prices of products are based on the market prices whereas the standalone selling prices of services are available separately, as services are also offered on a stand-alone basis, i.e. without hardware.

Some subsidiaries have loyalty programs where the Company awards credits customer credit awards referred as “points”. The customer can redeem accrued “points” for awards such as devices, accessories or airtime. The Company provides all awards. The consideration allocated to the award credits is identified as a separate performance obligation; the corresponding liability of the award credits is measured at its fair value. The consideration allocated to award credits amount is recognized as a contract liability until the points are redeemed. Revenue is recognized upon redemption of products by the customer.

c) Cost of sales

The cost of mobile equipment and computers is recognized at the time the client and distributor receives the device that is when the control is are transferred to the customer.

d) Cost of services

The cost of services represents the costs incurred to properly deliver the services to the customers, it includes the network operating costs and licenses related costs and is accounted at the moment in which such services are provided.

 

F-16


Table of Contents

e) Commissions to distributors

The Company pays commissions to its distributors different than those that acquire customers. Such commissions are recognized in “commercial, administrative and general expenses” in the consolidated statements of comprehensive income at the time in which the distributor either reports an activation or reaches certain number of lines activated or obtained at a certain point of time.

f) Cash and cash equivalents

Cash and cash equivalents represent bank deposits and liquid investments with maturities of less than three months. These amounts are stated at cost plus accrued interest, which is similar to their market value.

The Company also maintains restricted cash held as collateral to meet certain contractual obligations. Restricted cash is presented as part of “Other assets” within other non-current financial assets given that the restrictions are long-term in nature (See Note 9).

g) Equity investments at fair value through OCI and other short-term investments

Equity investments at fair value through OCI and other short-term investments are primarily composed of equity investments and other short-term financial investments. Amounts are initially recorded at their estimated fair value. Fair value adjustments for equity investments are recorded through other comprehensive income, while fair value adjustments for other short-term investments are recorded in the Consolidated Statements of Comprehensive Income as they occur.

h) Inventories

Inventories are initially recognized at historical cost and are valued using the average cost method without exceeding their net realizable value.

The estimate of the realizable value of inventories on-hand is based on their age and turnover.

i) Business combinations and goodwill

Business combinations are accounted for using the acquisition method, which in accordance with IFRS 3, “Business acquisitions”, consists in general terms as follows:

 

(i)

Identify the acquirer

 

(ii)

Determine the acquisition date

 

(iii)

Value the acquired identifiable assets and assumed liabilities

 

(iv)

Recognize the goodwill or a bargain purchase gain

For acquired subsidiaries, goodwill represents the difference between the purchase price and the fair value of the net assets acquired at the acquisition date. The investment in acquired associates includes goodwill identified on acquisition, net of any impairment loss.

Goodwill is reviewed annually to determine its recoverability or more often if circumstances indicate that the carrying value of the goodwill might not be fully recoverable.

The possible loss of value in goodwill is determined by analyzing the recovery value of the cash generating unit (or the group thereof) to which the goodwill is associated at the time it was originated. If this recoverable amount is lower than the carrying value, an impairment loss is charged to the results of operations. The recoverable amount is determined based on the higher of fair value less cost of disposal or value in use.

 

F-17


Table of Contents

For the years ended December 31, 2016, 2017 and 2018, no impairment losses were recognized for the goodwill shown in the Company’s consolidated statements of financial position.

j) Property, plant and equipment

i) Property, plant and equipment are recorded at acquisition cost, net of accumulated depreciation. Depreciation is computed on the cost of the assets using the straight line method, based on the estimated useful lives of the related assets, beginning the month after they become available for use.

Borrowing costs that are incurred for general financing for construction in progress for periods exceeding six months are capitalized as part of the cost of the asset. During 2016, 2017 and 2018 the borrowing costs that were capitalized amounted to Ps. 2,861,307, Ps. 2,875,034 and Ps. 2,020,288 respectively.

In addition to the purchase price and costs directly attributable to preparing an asset in terms of its physical location and condition for operating as intended by management, when required, the cost also includes the estimated costs of dismantling and removal of the asset and for restoration of the site where it is located (See Note 15c).

ii) The net book value of property, plant and equipment is removed from the consolidated statements of financial position at the time the asset is sold or when no future economic benefits are expected from its use or sale. Any gains or losses on the sale of property, plant and equipment represent the difference between net proceeds of the sale and the net book value of the item at the time of sale. These gains or losses are recognized as either other operating income or other operating expenses upon sale.

iii) The Company periodically assesses the residual values, useful lives and depreciation methods associated with its property, plant and equipment. If necessary, the effects of any changes in accounting estimates is recognized prospectively, at the closing of each period, in accordance with IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”.

For property, plant and equipment made up of several components with different useful lives, the major individual components are depreciated over their individual useful lives. Maintenance costs and repairs are expensed as incurred.

Annual depreciation rates are as follows:

 

Network infrastructure

     5 %-33% 

Buildings and leasehold improvement

     2 %-33% 

Other assets

     10 %-50% 

iv) The carrying value of property, plant and equipment is reviewed if there are indicators of impairment in such assets. If an asset’s recovery value is less than the asset’s net carrying value, the difference is recognized as an impairment loss.

During the years ended December 31, 2016, 2017 and 2018, no impairment losses were recognized.

v) Spare parts for network operation is valued using the average cost method, without exceeding its net realizable value.

The valuation of inventory for network considered obsolete, defective or slow-moving, is reduced to their estimated net realizable value. The estimate of the recovery value of inventories is based on their age and turnover.

 

F-18


Table of Contents

k) Intangibles

i) Licenses

Licenses to operate wireless telecommunications networks granted by the governments of the countries in which the Company operates are recorded at acquisition cost or at fair value at their acquisition date, net of accumulated amortization. Certain licenses require payments to the governments, such payments are recognized in the cost of service and equipment.

The licenses that in accordance with government requirements are categorized as automatically renewable, for a nominal cost and with substantially consistent terms, are considered by the Company as intangible assets with an indefinite useful life. Accordingly, they are not amortized. Licenses are amortized when the Company does not have a basis to conclude that they are indefinite lived. Licenses are amortized using the straight-line method over a period ranging from 3 to 30 years, which represents the usage period of the assets.

The Company has conducted an internal analysis on the applicability of the International Financial Reporting Interpretation Committee (“IFRIC”) No. 12 (Service Concession Agreements) and has concluded that its concessions are outside the scope of IFRIC 12. To determine the applicability of IFRIC 12, the Company analyzes each concession or group of similar concessions in a given jurisdiction. As a threshold matter, the Company identifies those government concessions that provide for the development, financing, operation or maintenance of infrastructure used to render a public service, and that set out performance standards, mechanisms for adjusting prices and arrangements for arbitrating disputes.

With respect to those services, the Company evaluates whether the grantor controls or regulates (i) what services the operator must provide, (ii) to whom it must provide them and (iii) the applicable price (the “Services Criterion”). In evaluating whether the applicable government, as grantor, controls the price at which the Company provides its services, the Company looks at the terms of the concession agreement according to all applicable regulations. If the Company determines that the concession under analysis meets the Services Criterion, then the Company evaluates whether the grantor would hold a significant residual interest in the concession’s infrastructure at the end of the term of the arrangement.

ii) Trademarks

Trademarks are recorded at their fair value at the valuation date when acquired. The useful lives of trademarks are assessed as either definite or indefinite. Trademarks with finite useful lives are amortized using the straight-line method over a period ranging from 1 to 10 years. Trademarks with indefinite useful lives are not amortized, but are tested for impairment annually at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable, if not, the change in useful life from indefinite to definite is made on a prospective basis.

iii) Irrevocable rights of use

Irrevocable rights of use are recognized according to the amount paid for the right and are amortized over the period in which they are granted.

The carrying values of the Company’s licenses and trademarks are reviewed annually and whenever there are indicators of impairment in the value of such assets. When an asset’s recoverable amount, which is the higher of the asset’s fair value, less disposal costs and its value in use (the present value of future cash flows), is less than the asset’s carrying value, the difference is recognized as an impairment loss.

iv) Customer relationships

The value of customer relations is determined and valued at the time that a new subsidiary is acquired, as determined by the Company with the assistance of independent appraisers, and is amortized on a 5 year period.

 

F-19


Table of Contents

During the years ended December 31, 2016, 2017 and 2018, no impairment losses were recognized for licenses, trademarks, irrevocable rights of use or customer relationships.

l) Impairment in the value of long-lived assets

The Company assesses the existence of indicators of impairment in the carrying value of long-lived assets, investments in associates, goodwill and intangible assets according to IAS 36 “Impairment of assets”. When there are such indicators, or in the case of assets whose nature requires an annual impairment analysis (goodwill and intangible assets with indefinite useful lives), the Company estimates the recoverable amount of the asset, which is the higher of its fair value, less disposal costs, and its value in use. Value in use is determined by discounting estimated future cash flows, applying a pre-tax discount rate that reflects the time value of money and taking into consideration the specific risks associated with the asset. When the recoverable amount of an asset is below its carrying value, impairment is considered to exist. In this case, the carrying value of the asset is reduced to the asset’s recoverable amount, recognizing the loss in results of operations for the respective period. Depreciation and/or amortization expense of future periods is adjusted based on the new carrying value determined for the asset over the asset’s remaining useful life. Impairment is computed individually for each asset. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets.

In the estimation of impairments, the Company uses the strategic plans established for the separate cash-generating units to which the assets are assigned. Such strategic plans generally cover a period from 3 to 5 years. For longer periods, beginning in the fifth year, projections are based on such strategic plans while applying a constant or declining expected perpetual growth rate.

Key assumptions used in value in use calculations

The forecasts are made in real terms (net of inflation) and in the functional currency of the subsidiary as of December 31, 2018. Financial forecasts, premises and assumptions are similar to what any other market participant in similar conditions would consider.

Local synergies, that any other market participant would not have taken into consideration to prepare similar forecasted financial information, have not been included.

The assumptions used to develop the financial forecasts were validated for each of the cash generating units (“CGUs”), typically identified by country and by service (in the case of Mexico) taking into consideration the following:

 

   

Current subscribers and expected growth.

 

   

Type of subscribers (prepaid, postpaid, fixed line, multiple services)

 

   

Market environment and penetration expectations

 

   

New products and services

 

   

Economic environment of each country

 

   

Expenses for maintaining the current assets

 

   

Investments in technology for expanding the current assets

 

   

Market consolidation and synergies

The foregoing forecasts could differ from the results obtained through time; however, the Company prepares its estimates based on the current situation of each of the CGUs.

 

F-20


Table of Contents

The recoverable amounts are based on value in use. The value in use is determined based on the method of discounted cash flows. The key assumptions used in projecting cash flows are:

 

   

Margin on EBITDA is determined by dividing EBITDA (operating income plus depreciation and amortization) by total revenues.

 

   

Margin on CAPEX is determined by dividing capital expenditures (“CAPEX”) by total revenues.

 

   

Pre-tax weighted average cost of capital (“WACC”) is used to discount the projected cash flows.

As discount rate, the Company uses the WACC which was determined for each of the cash generating units and is described in the following paragraphs.

The estimated discount rates to perform the IAS 36 “Impairment of assets”, impairment test for each CGU consider market participants assumptions. Market participants were selected taking into consideration size, operations and characteristics of the business that were similar to those of Company.

The discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and its operating segments. The WACC takes into account both debt and equity costs. The cost of equity is derived from the expected return on investment for each GCU. The cost of debt is based on the interest-bearing borrowings the Company is obliged to service. Segment-specific risk is incorporated by applying individual beta factors.

The beta factors are evaluated annually based on publicly available market data.

Market participant assumptions are important because, not only do they include industry data for growth rates, but also management assesses how the CGU’s position, relative to its competitors, might change over the forecasted period.

The most significant forward-looking estimates used for the 2017 and 2018 impairment evaluations are shown below:

 

     Average margin on
EBITDA
  Average margin on
CAPEX
  Average pre-tax
discount rate
(WACC)

2017:

      

Europe (7 countries)

   25.59% - 52.46%   7.34% - 14.97%   9.06% - 19.04%

Brazil (fixed line, wireless and TV)

   35.28%   22.13%   11.71%

Puerto Rico

   23.31%   8.31%   4.42%

Dominican Republic

   45.79%   15.55%   19.23%

Mexico (fixed line and wireless)

   35.48%   8.72%   16.13%

Ecuador

   37.83%   10.07%   23.57%

Peru

   29.64%   16.75%   13.61%

El Salvador

   40.36%   17.99%   25.14%

Chile

   22.04%   12.45%   6.15%

Colombia

   41.93%   19.88%   19.06%

Other countries

   9.16% - 48.18%   0.43% - 23.43%   7.89% - 24.28%

 

F-21


Table of Contents
     Average margin on
EBIDTA
    Average margin on
CAPEX
    Average pre-tax
discount rate
(WACC)las
 

2018:

      

Europe (7 countries)

     22.13% - 41.51%       8.13% - 19.40%       8.36% - 22.08%  

Brazil (fixed line, wireless and TV)

     36.43%       21.88%       10.38%  

Puerto Rico

     23.86%       9.89%       4.81%  

Dominican Republic

     48.64%       18.43%       17.66%  

Mexico (fixed line and wireless)

     36.33%       7.93%       16.30%  

Ecuador

     39.83%       11.26%       24.45%  

Peru

     30.29%       19.95%       11.52%  

El Salvador

     45.36%       22.61%       18.01%  

Chile

     25.91%       14.99%       6.62%  

Colombia

     45.01%       17.14%       20.29%  

Other countries

     7.90% - 45.91%       0.61% - 23.96%       9.97% - 31.63%  

Sensitivity to changes in assumptions:

The implications of the key assumptions for the recoverable amount are discussed below:

Margin on CAPEX- The Company performed a sensitivity analysis by increasing its CAPEX by 5% and maintaining all other assumptions the same. The sensitivity analysis would require the Company to adjust the amount of its long-lived assets in its CGUs with potential impairment of approximately Ps. 1,558,823

WACC- Additionally, should the Company increase by 50 base points in WACC per CGU and maintain all other assumptions the same, the carrying amount of the long-lived assets, would be impaired by approximately Ps. 1,135,854.

m) Leases

The determination of whether an agreement is, or contains, a lease is based on the substance of the agreement and requires the Company to assess if performance of the agreement is dependent on the use of a specific asset and whether the agreement transfers the right of use of the asset to the Company.

Operating leases

Leases under which the lessor retains a significant portion of the risks and benefits inherent to the ownership of the leased asset are considered operating leases. Payments made under operating lease agreements are charged to results of operations on a straight-line basis over the rental period.

Finance leases

Lease agreements that substantially transfer all the risks and benefits of ownership of the leased assets to the Company are accounted for as finance leases. Accordingly, upon commencement of the lease, the asset, which is classified based on its nature, and its associated debt are recorded at the lower of the fair value of the leased asset or the present value of the lease payments. Finance lease payments are apportioned between the reduction of lease liability and the finance cost so that a constant interest rate is determined on the outstanding liability balance. Finance costs are charged to results of operations over the life of the agreement.

n) Financial assets and liabilities

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

 

F-22


Table of Contents

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them, with the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

– Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

 

   

Financial assets at amortized cost (debt instruments)

 

   

Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

 

   

Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

 

   

Financial assets at fair value through profit or loss

Financial assets at amortized cost (debt instruments)

The Company measures financial assets at amortized cost if both of the following conditions are met:

 

   

The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and

 

   

The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

The Company’s financial assets at amortized cost includes cash and cash equivalents, loans and receivables.

Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)

The Company measures debt instruments at fair value through OCI if both of the following conditions are met:

 

   

The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling, and

 

   

The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in the statements of profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is recycled to profit or loss.

Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)

Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument by instrument basis.

 

F-23


Table of Contents

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the statements of profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried in the statements of financial position at fair value with net changes in fair value recognized in the consolidated statements of comprehensive income within “Valuation of derivatives, interest cost from labor obligations and other financial items”.

Derecognition of financial assets

A financial asset is primarily derecognized when:

 

   

The rights to receive cash flows from the asset have expired, or

 

   

The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Impairment of financial assets

The Company recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

 

F-24


Table of Contents

For some trade receivables and contract assets based on available information, the Company applies the simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Company has established a loss rate approach that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Financial liabilities

Initial recognition

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

— Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. IFRS

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognized in the statements of profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Company has not designated any financial liability as at fair value through profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statements of profit or loss.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms,

 

F-25


Table of Contents

or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statements of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

o) Transactions in foreign currency

Transactions in foreign currency are initially recorded at the prevailing exchange rate at the time of the related transactions. Foreign currency denominated assets and liabilities are subsequently translated at the prevailing exchange rate at the financial statements reporting date. Exchange differences determined from the transaction date to the time foreign currency denominated assets and liabilities are settled or translated at the financial statements reporting date are charged or credited to the results of operations.

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration.

The exchange rates used for the translation of foreign currencies against the Mexican peso are as follows:

 

          Average exchange rate      Closing exchange rate
at December 31,
 

Country or Zone

  

Currency

   2016      2017      2018          2017              2018      

Argentina (1)

   Argentine Peso (AR$)      1.2632        1.1489        0.7311        1.0610        0.5221  

Brazil

   Real (R$)      5.3868        5.9346        5.2937        5.9815        5.0797  

Colombia

   Colombian Peso (COP$)      0.0061        0.0064        0.0065        0.0066        0.0061  

Guatemala

   Quetzal      2.4548        2.5755        2.5591        2.6940        2.5440  

U.S.A. (2)

   US Dollar      18.6529        18.9400        19.2397        19.7867        19.6829  

Uruguay

   Uruguay Peso      0.6206        0.6606        0.6274        0.6869        0.6074  

Nicaragua

   Cordoba      0.6515        0.6307        0.6097        0.6428        0.6088  

Honduras

   Lempira      0.8109        0.8007        0.7994        0.8330        0.8031  

Chile

   Chilean Peso      0.0276        0.0292        0.0300        0.0322        0.0283  

Paraguay

   Guaraní      0.0033        0.0034        0.0034        0.0035        0.0033  

Peru

   Sol (PEN$)      5.5232        5.8054        5.8517        6.0976        5.8406  

Dominican Republic

   Dominican Peso      0.4048        0.3983        0.3876        0.4095        0.3898  

Costa Rica

   Colon      0.0338        0.0331        0.0332        0.0346        0.0322  

European Union

   Euro      20.6334        21.3649        22.7101        23.7539        22.5586  

Bulgaria

   Lev      10.5483        10.9223        11.6110        12.1406        11.5327  

Belarus

   New Belarusian Ruble      9.3929        9.8087        9.4451        9.9882        9.1319  

Croatia

   Croatian Kuna      2.7392        2.8619        3.0613        3.1954        3.0435  

Macedonia

   Macedonian Denar      0.3350        0.3471        0.3688        0.3861        0.3667  

Serbia

   Serbian Denar      0.1676        0.1762        0.1920        0.2009        0.1907  

 

(1)

Year-end rates are used for the translation of revenues and expenses if IAS 29 “Financial Reporting in Hyperinflationary Economies” is applied.

 

  

Financial reporting in hyperinflationary economies

 

F-26


Table of Contents
  

Financial statements of Argentina subsidiaries are restated before translation to the reporting currency of the Company and before consolidation in order to reflect the same value of money for all items. Items recognized in the statements of financial position which are not measured at the applicable year-end measuring unit are restated based on the general price index. All non-monetary items measured at cost or amortized cost is restated for the changes in the general price index from the date of transaction or the last hyperinflationary calculation to the reporting date. Monetary items are not restated. All items of shareholders’ equity are restated for the changes in the general price index since their addition or the last hyperinflationary calculation until the end of the reporting period. All items of comprehensive income are restated for the change in a general price index from the date of initial recognition to the reporting date. Gains and losses resulting from the net-position of monetary items are reported in the consolidated statements of operations in financial result in exchange differences. In accordance with IFRS prior year financial statements were not restated.

 

(2)

Includes U.S.A., Ecuador, El Salvador, Puerto Rico and Panama.

As of April 9, 2019, the exchange rate between the US dollar and the Mexican Peso was $18.9701.

p) Accounts payable, accrued liabilities and provisions

Liabilities are recognized whenever (i) the Company has current obligations (legal or assumed) resulting from a past event, (ii) when it is probable the obligation will give rise to a future cash disbursement for its settlement, and (iii) the amount of the obligation can be reasonably estimated.

When the effect of the time value of money is significant, the amount of the liability is determined as the present value of the expected disbursements to settle the obligation. The discount rate is determined on a pre-tax basis and reflects current market conditions at the financial statements´ reporting date and, where appropriate, the risks specific to the liability. Where discounting is used, an increase in the liability is recognized as finance expense.

Contingent liabilities are recognized only when it is probable they will give rise to a future cash disbursement for their settlement.

Also, contingencies are only recognized when they will generate a loss.

q) Employee benefits

The Company has defined benefit pension plans for its subsidiaries Puerto Rico Telephone Company, Teléfonos de Mexico, Claro Brasil, and Telekom Austria. Claro Brasil also has medical plans and defined contribution plans and Telekom Austria provides retirement benefits to its employees under a defined contribution plan. The Company recognizes the costs of these plans based upon independent actuarial computations and are determined using the projected unit credit method. The latest actuarial computations were prepared as of December 31, 2018.

Mexico

Mexican subsidiaries have the obligation to pay seniority premiums to personnel based on the Mexican Federal labor law which also establishes the obligation to make certain payments to personnel who cease to provide services under certain circumstances. Pensions (for Telmex) and seniority premiums are determined based on the salary of employees in their final year of service, the number of years worked at and their age at the moment of retirement.

The costs of pensions, seniority premiums and severance benefits, are recognized based on calculations by independent actuaries using the projected unit credit method using financial hypotheses, net of inflation.

Telmex has established an irrevocable trust fund and makes annual contributions to that fund.

 

F-27


Table of Contents

Puerto Rico

In Puerto Rico, the Company has noncontributing pension plans for full-time employees, which are tax qualified as they meet Employee Retirement Income Security Act of 1974 requirements.

The pension benefit is composed of two elements:

(i) An employee receives an annuity at retirement if they meet the rule of 85 (age at retirement plus accumulated years of service). The annuity is calculated by applying a percentage times years of services to the last three years of salary.

(ii) The second element is a lump-sum benefit based on years of service ranging from 9 to 12 months of salary. Health care and life insurance benefits are also provided to retirees under a separate plan (post-retirement benefits).

Brazil

Claro Brasil provides a defined benefit plan and post-retirement medical assistance plan, and a defined contribution plan, through a pension fund that supplements the government retirement benefit for certain employees.

Under the defined benefit plan, the Company makes monthly contributions to the pension fund equal to 17.5% of the employee’s aggregate salary. In addition, the Company contributes a percentage of the aggregate salary base for funding the post-retirement medical assistance plan for the employees who remain in the defined benefit plan. Each employee makes contributions to the pension fund based on age and salary. All newly hired employees automatically adhere to the defined contribution plan and no further admittance to the defined benefit plan is allowed. For the defined contribution plan, see Note 17.

Austria

Telekom Austria provides retirement benefits to its employees under defined contribution and defined benefit plans.

The Company pays contributions to publicly or privately administered pension or severance insurance plans on mandatory or contractual basis. Once the contributions have been paid, the Company has no further payment obligations. The regular contributions are recognized as employee expenses in the year in which they are due.

All other employee benefit obligations provided in Austria are unfunded defined benefit plans for which the Company records provisions which are calculated using the projected unit credit method. The future benefit obligations are measured using actuarial methods on the basis of an appropriate assessment of the discount rate, rate of employee turnover, rate of compensation increase and rate of increase in pensions.

For severance and pensions, the subsidiary recognizes actuarial gains and losses in other comprehensive income. The re-measurement of defined benefit plans relates to actuarial gains and losses only as Telekom Austria holds no plan assets. Interest expense related to employee benefit obligations is reported in “Valuation of derivatives, interests cost from labor obligation and other financial items, net” in the statements of comprehensive income.

Other subsidiaries

For the rest of the Company’s subsidiaries, there are no defined benefit plans or compulsory defined contribution structures. However, certain subsidiaries make contributions to national pension, social security and severance plans in accordance with the percentages and rates established by the applicable social security and labor laws of each country. Such contributions are made to the entities designated by the countries legislation and are recorded as direct labor expenses in the consolidated statements of comprehensive income as they are incurred.

 

F-28


Table of Contents

Remeasurements of defined benefit plans, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognized immediately in the consolidated statements of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

 

(i)

The date of the plan amendment or curtailment, and

 

(ii)

The date that the Company recognizes restructuring-related costs

Net interest on liability for defined benefits is calculated by applying the discount rate to the net defined benefit liability or asset and it is recognized in the “valuation of derivatives, interest cost from labor obligations and other financial items” in the consolidated statements of comprehensive income. The Company recognizes the changes in the net defined benefit obligation under “Cost of sales and services” and “Commercial, administrative and general expenses” in the consolidated statements of comprehensive income.

Paid absences

The Company recognizes a provision for the cost of paid absences, such as vacation time, based on the accrual method.

r) Employee profit sharing

Employee profit sharing is paid by certain subsidiaries of the Company to its eligible employees. The Company has employee profit sharing in Mexico, Ecuador and Peru. In Mexico, employee profit sharing is computed at the rate of 10% on the individual subsidiaries taxable base adjusted for employee profit sharing purposes as provided by law.

Employee profit sharing is presented as an operating expense in the consolidated statements of comprehensive income.

s) Taxes

Income taxes

Current income tax payable is presented as a short-term liability, net of prepayments made during the year.

Deferred income tax is determined using the liability method based on the temporary differences between the tax values of the assets and liabilities and their book values at the consolidated financial statements reporting date.

Deferred tax assets and liabilities are measured using the tax rates that are expected to be in effect in the period when the asset will materialize or the liability will be settled, based on the enacted tax rates (and tax legislation) that have been enacted or substantially enacted at the financial statements reporting date. The value of deferred tax assets is reviewed by the Company at each financial statements reporting date and is reduced to the extent that it is more likely that the Company will not have sufficient future tax profits to allow for the realization of all or a part of its deferred tax assets. Unrecognized deferred tax assets are revalued at each financial statements reporting date and are recognized when it is more likely that there will be sufficient future tax profits to allow for the realization of these assets.

Deferred taxes relating to items recognized in Other Comprehensive Income are recognized together with the concept that generated such deferred taxes. Deferred taxes consequence on unremitted earnings from subsidiaries

 

F-29


Table of Contents

and associates are considered as temporary differences, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Taxes withheld on remitted foreign earnings are creditable against Mexican taxes, thus to the extent that a remittance is to be made, the deferred tax would be limited to the incremental difference between the Mexican tax rate and the rate of the remitting country. As of December 31, 2017 and 2018, the Company has not provided for any deferred taxes related to unremitted foreign earnings.

The Company offsets tax assets and liabilities if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Sales tax

Revenues, expenses and assets are recognized net of the amount of sales tax, except:

 

   

When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

 

   

Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the tax authorities is included as part of the current receivables or payables in the consolidated statements of financial position unless they are due in more than a year in which case they are classified as non-current.

t) Advertising

Advertising expenses are recognized as incurred. For the years ended December 31, 2016, 2017 and 2018, advertising expenses were Ps. 28,180,538, Ps. 28,718,563 and Ps. 26,255,952 , respectively, and are presented in the consolidated statements of comprehensive income in the caption “Commercial, administrative and general expenses”.

u) Earnings per share

Basic and diluted earnings per share are determined by dividing net profit of the year by the weighted-average number of shares outstanding during the year. In determining the weighted average number of outstanding shares, shares repurchased by the Company have been excluded.

v) Financial risks

The main risks associated with the Company’s financial instruments are: (i) liquidity risk, (ii) market risk (foreign currency exchange risk and interest rate risk) and (iii) credit risk and counterparty risk. The Board of Directors approves the policies submitted by management to mitigate these risks.

i) Liquidity risk

Liquidity risk is the risk that the Company may not meet its financial obligations associated with financial instruments when they are due. The Company’s financial obligations and commitments are included in Notes 14 and 16.

ii) Market risk

The Company is exposed to certain market risks derived from changes in interest rates and fluctuations in exchange rates of foreign currencies. The Company’s debt is denominated in foreign currencies, mainly in US

 

F-30


Table of Contents

dollars and euros, other than its functional currency. In order to reduce the risks related to fluctuations in the exchange rate of foreign currency, the Company uses derivative financial instruments such as cross-currency swaps and forwards to adjust exposures resulting from foreign exchange currency. The Company does not use derivatives to hedge the exchange risk arising from having operations in different countries.

Additionally, the Company occasionally uses interest rate swaps to adjust its exposure to the variability of the interest rates or to reduce their financing costs. The Company’s practices vary from time to time depending on judgments about the level of risk, expectations of change in the movements of interest rates and the costs of using derivatives. The Company may terminate or modify a derivative financial instrument at any time. See Note 7 for disclosure of the fair value of derivatives as of December 31, 2017 and 2018.

iii) Credit risk

Credit risk represents the loss that could be recognized in case the counterparties fail to comply with their contractual obligations.

The financial instruments that potentially represent concentrations of credit risk are cash and short-term deposits, trade accounts receivable and financial instruments related to debt and derivatives. The Company’s policy is designed in order to limit its exposure to any one financial institution; therefore, the Company’s financial instruments are contracted with several different financial institutions located in different geographic regions.

The credit risk in accounts receivable is diversified because the Company has a broad customer base that is geographically dispersed. The Company continuously evaluates the credit conditions of its customers and generally does not require collateral to guarantee collection of its accounts receivable. The Company monitors on a monthly basis its collection cycle to avoid deterioration of its results of operations.

A portion of the Company’s cash surplus is invested in short- term deposits with financial institutions with high credit ratings.

iv) Sensitivity analysis for market risks

The Company uses sensitivity analyses to measure the potential losses based on a theoretical increase of 100 basis points in interest rates and a 5% fluctuation in exchange rates:

Interest rate

In the event that the Company’s agreed-upon interest rates at December 31, 2018 increased/(decreased) by 100 basis points, the increase in net interest expense would increase/(decrease) by Ps. 32,136,984 and Ps. (31,773,439), respectively.

Exchange rate fluctuations

Should the Company’s debt at December 31, 2018 of Ps. 638,922,453, suffer a 5% increase/(decrease) in exchange rates, the debt would increase/(decrease) by Ps. 3,165,958 and Ps. (10,940,798), respectively.

w) Derivative financial instruments

Derivative financial instruments are recognized in the consolidated statements of financial position at fair value. Valuations obtained by the Company are compared against those of the financial institutions with which the agreements are entered into, and it is the Company’s policy to compare such fair value to a valuation provided by an independent pricing provider in case of discrepancies. Changes in the fair value of derivatives that do not qualify as hedging instruments are recognized immediately in the line “Valuation of derivatives, interest cost from labor obligations and other financial items, net”.

 

F-31


Table of Contents

The Company is exposed to interest rate and foreign currency risks, which tries to mitigate through a controlled risk management program that includes the use of derivative financial instruments. The Company principally uses to offset the risk of exchange rate and interest rate fluctuations. Additionally, for the years ended December 31, 2017 certain of the Company’s derivative financial instruments had been designated, and had qualified, as cash flow hedges. The effective portion of gains or losses on the cash flow derivatives is recognized in equity under the heading “Effect for fair value of derivatives”, and the ineffective portion is charged to results of operations of the period.

x) Current versus non-current classification

The Company presents assets and liabilities in its consolidated statements of financial position based on current/non-current classification.

An asset is current when it is either:

 

(i)

Expected to be realized or intended to be sold or consumed in the normal operating cycle.

 

(ii)

Held primarily for the purpose of trading.

 

(iii)

Expected to be realized within twelve months after the reporting period.

 

(iv)

Cash and cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is current when:

 

   

It is expected to be settled in the normal operating cycle.

 

   

It is held primarily for the purpose of trading.

 

   

It is due to be settled within twelve months after the reporting period.

 

   

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other assets and liabilities, including deferred tax assets and liabilities, as non-current.

y) Presentation of consolidated statements of comprehensive income

The costs and expenses shown in the consolidated statements of comprehensive income are presented in combined manner (based on both their function and nature), which allows a better understanding of the components of the Company’s operating income. This classification allows a comparison to the telecommunications industry.

The Company presents operating income in its consolidated statements of comprehensive income since it is a key indicator of the Company’s performance. Operating income represents operating revenues less operating costs and expenses.

The employee benefits expense recognized for the years ended December 31, 2016, 2017 and 2018 of Ps. 46,759,415, Ps. 48,696,331 and Ps. 47,671,143, respectively is presented as “Cost of sales and services” and of Ps. 63,691,855, Ps. 66,920,537 and Ps. 67,936,876, respectively is presented in “Commercial, administrative and general expenses”.

z) Operating segments

Segment information is presented based on information used by management in its decision-making processes. Segment information is presented based on the geographic areas in which the Company operates.

 

F-32


Table of Contents

The management of the Company is responsible for making decisions regarding the resources to be allocated to the Company’s different segments, as well as evaluating the performance of each segment. Intersegment revenues and costs, intercompany balances as well as investments in shares in consolidated entities are eliminated upon consolidation and reflected in the “eliminations” column in Note 22.

None of the segments records revenue from transactions with a single external customer amounting to 10% or more of the revenues.

Aa) Convenience translation

At December 31, 2018, amounts in U.S. dollars have been included in the consolidated financial statements solely for the convenience of the reader and amounts this translation is not accordance with IFRS have been translated from Mexican pesos at December 31, 2018 at an exchange rate of Ps. 19.6829 per U.S. dollar, which was the exchange rate at that date. Such translation should not be construed as a representation that the Mexican peso can be converted to U.S. dollars at the exchange rate in effect on December 31, 2018 or any other exchange rate.

Ab) Significant accounting judgments, estimates and assumptions

In preparing its consolidated financial statements, the Company makes estimates concerning a variety of matters. Some of these matters are highly uncertain, and its estimates involve judgments it makes based on the available information. In the discussion below, the Company has identified several of these matters for which its financial statements would be materially affected if either (1) the Company uses different estimates that it could have reasonably used or (2) in the future América Móvil changes its estimates in response to changes that are reasonably likely to occur.

The following discussion addresses only those estimates that the Company considers most important based on the degree of uncertainty and the likelihood of a material impact had it used a different estimate. There are many other areas in which the Company uses estimates about uncertain matters, but the reasonably likely effect of changed or different estimates is not material to the financial presentation for those other areas.

Estimated useful lives of plant, property and equipment

The Company currently depreciates most of its network infrastructure based on an estimated useful life determined upon the expected particular conditions of operation and maintenance in each of the countries in which it operates. The estimates are based on AMX’s historical experience with similar assets, anticipated technological changes and other factors, taking into account the practices of other telecommunications companies. The Company reviews estimated useful lives each year to determine, for each particular class of assets, whether they should be changed. The Company may shorten/extend the estimated useful life of an asset class in response to technological changes, changes in the market or other developments. This results in increased/decreased depreciation expense. See Notes 2j) and 10.

Impairment of Long-Lived Assets

The Company has large amounts of long-lived assets, including property, plant and equipment, intangible assets, investments in affiliates and goodwill on its consolidated statements of financial position. The Company is required to test long-lived assets for impairment when circumstances indicate a potential impairment or, in some cases, at least on an annual basis. The impairment analysis for long-lived assets requires the Company to estimate the recoverable amount of the asset, which is the higher of its fair value (minus any disposal costs) and its value in use. To estimate the fair value of a long-lived asset, the Company typically takes into account recent market transactions or, if no such transactions can be identified, the Company uses a valuation model that requires making certain assumptions and estimates. Similarly, to estimate the value in use of long-lived assets, the

 

F-33


Table of Contents

Company typically makes various assumptions about the future prospects for the business to which the asset relates, considers market factors specific to that business and estimates future cash flows to be generated by that business. Based on this impairment analysis, including all assumptions and estimates related thereto, as well as guidance provided by IFRS relating to the impairment of long-lived assets different assumptions and estimates could materially impact the Company’s reported financial results. More conservative assumptions of the anticipated future benefits from these businesses could result in impairment charges, which would decrease net income and result in lower asset values on the consolidated statements of financial position. Conversely, less conservative assumptions could result in smaller or no impairment charges, higher net income and higher asset values. The key assumptions used to determine the recoverable amount for the Company’s CGUs, are further explained in Notes 2l), 10 and 11.

Deferred Income Taxes

The Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the jurisdiction-by-jurisdiction estimation of actual current tax exposure and the assessment of temporary differences resulting from the differing treatment of certain items, such as accruals and amortization, for tax and financial reporting purposes, as well as net operating loss carry-forwards and other tax credits. These items result in deferred tax assets and liabilities as discussed in Note 2 s). The analysis is based on estimates of taxable income in the jurisdictions in which the Company operates and the period on which the deferred tax assets and liabilities will be recovered or settled. If actual results differ from these estimates, or the Company adjusts these estimates in future periods, its financial position and results of operations may be materially affected.

In assessing the future realization of deferred tax assets, the Company considers future taxable income, ongoing planning strategies and future results in its operations. In the event that the estimates of projected future taxable income are lowered, or changes in current tax regulations are enacted that would impose restrictions on the timing or extent of the ability to utilize the tax benefits of net operating loss carry-forwards in the future, an adjustment to the recorded amount of deferred tax assets would be made, with a related charge to income. See Note 13.

Accruals

Accruals are recorded when, at the end of the period, the Company has a present obligation as a result of past events, whose settlement requires an outflow of resources that is considered probable and can be measured reliably. This obligation may be legal or constructive, arising from, but not limited to, regulation, contracts, common practice or public commitments, which have created a valid expectation for third parties that the Company will assume certain responsibilities. The amount recorded is the best estimation performed by the Company’s management in respect of the disbursement that will be required to settle the obligations, considering all the information available at the date of the financial statements, including the opinion of external experts, such as legal advisors or consultants. Accruals are adjusted to account for changes in circumstances for ongoing matters and the establishment of additional accruals for new matters.

If the Company is unable to reliably measure the obligation, no accrual is recorded and information is then presented in the notes to its consolidated financial statements. Because of the inherent uncertainties in these estimations, actual expenditures may be different from the originally estimated amount recognized. See Note 15.

The Company is subject to various claims and contingencies related to tax, labor and legal proceedings as described in Note 16c).

 

F-34


Table of Contents

Labor Obligations

The Company recognizes liabilities on its consolidated statements of financial position and expenses in its statements of comprehensive income to reflect its obligations related to its post-retirement seniority premiums, pension and retirement plans in the countries in which it operates and offer defined contribution and benefit pension plans. The amounts the Company recognizes are determined on an actuarial basis that involves estimations and accounts for post-retirement and termination benefits.

The Company uses estimates in four specific areas that have a significant effect on these amounts: (i) the rate of return the Company assumes its pension plans will earn on its investments, (ii) the salaries increase rate that the Company assumes it will observe in future years, (iii) the discount rates that the Company uses to calculate the present value of its future obligations and (iv) the expected inflation rate. The assumptions applied are further disclosed in Note 17. These estimates are determined based on actuarial studies performed by independent experts using the projected unit-credit method.

ac) Retrospective adjustment

The following amounts in the consolidated statements of comprehensive income for the years ended December 31, 2016 and 2017, have been retrospectively reclassified to conform to the presentation for the year ended December 31, 2018.

In the Consolidated Statements of Comprehensive Income:

 

     As reported
2016
     Retrospective
reclassification
     2016
As adjustments
 

Operating revenues:

        

Mobile voice services

   Ps.  242,302,380      Ps.  (242,302,380    Ps. —    

Fixed voice services

     95,299,154        (95,299,154      —    

Mobile data services

     256,936,895        (256,936,895      —    

Fixed data services

     126,278,206        (126,278,206      —    

Pay television

     78,268,778        (78,268,778      —    

Other related services

     32,799,952        (32,799,952      —    

Revenues services

     —          831,885,365        831,885,365  
  

 

 

    

 

 

    

 

 

 
   Ps. 831,885,365      Ps. —        Ps.  831,885,365  
  

 

 

    

 

 

    

 

 

 

 

     As reported
2017
     Retrospective
reclassification
     2017
As adjustments
 

Operating revenues:

        

Mobile voice services

   Ps. 221,751,600      Ps.  (221,751,600    Ps. —    

Fixed voice services

     89,856,743        (89,856,743      —    

Mobile data services

     308,526,994        (308,526,994      —    

Fixed data services

     139,277,613        (139,277,613      —    

Pay television

     86,882,606        (86,882,606      —    

Other related services

     32,115,767        (32,115,767      —    

Revenues services

     —          878,411,323        878,411,323  
  

 

 

    

 

 

    

 

 

 
   Ps.  878,411,323      Ps. —        Ps.  878,411,323  
  

 

 

    

 

 

    

 

 

 

3. Cash and Cash Equivalents

Cash and cash equivalents are comprised of short-term deposits with different financial institutions. Cash equivalents only include instruments with purchased maturity of less than three months. The amount includes the amount deposited, plus any interest earned.

 

F-35


Table of Contents

4. Equity investments at fair value through OCI and other short-term investments

As of December 31, 2017 and 2018, equity investments at fair value through OCI and other short-term investments includes an equity investments in KPN for Ps. 46,682,657 and Ps. 39,028,083, respectively, and other short-term investments for Ps. 12,438,019 and Ps. 9,987,851, respectively.

The investment in KPN is carried at fair value with changes in fair value being recognized through other comprehensive (loss) items (equity) in the Company’s consolidated statements of financial position. As of December 31, 2017 and 2018, the Company has recognized in equity changes in fair value of the investment of Ps. 622,424 and Ps. (3,765,688), respectively, net of deferred taxes, through other comprehensive (loss) gain items in equity.

During the years ended December 31, 2016, 2017 and 2018, the Company received dividends from KPN for an amount of Ps. 5,740,092, Ps. 2,370,559 and Ps. 2,605,333, respectively; which are included within “Valuation of derivatives, interest cost from labor obligations, and other financial items, net” in the consolidated statements of comprehensive income. Another short-term investment item of Ps. 9,987,851, as of December 31, 2018 (Ps. 12,438,019 in 2017) represents a cash deposit used to guarantee a short-term obligation for one of the Company’s foreign subsidiaries and are presented at their carrying value, which approximates fair value.

5. Accounts receivable from subscribers, distributors, recoverable taxes contractual assets and other, net

a) An analysis of accounts receivable by component at December 31, 2017 and 2018 is as follows:

 

     At December 31,  
     2017     2018  

Subscribers and distributors

   Ps.  178,722,706     Ps. 173,053,226  

Telecommunications carriers for network interconnection and other

services

     8,671,416       5,543,263  

Recoverable taxes (i)

     40,477,188       46,706,298  

Sundry debtors

     14,736,340       12,685,281  

Contractual assets (Note 2i, a)

     —         34,718,749  

Impairment of trade receivables

     (39,044,925     (40,798,025
  

 

 

   

 

 

 

Total net

   Ps. 203,562,725     Ps. 231,908,792  
  

 

 

   

 

 

 

Non-current subscribers, distributors and contractual assets

     9,786,581       15,681,872  
  

 

 

   

 

 

 

Total current subscribers, distributors and contractual assets

   Ps. 193,776,144     Ps.  216,226,920  
  

 

 

   

 

 

 

 

(i)

In accordance with the favorable resolution obtained from the authorities, in 2018 the subsidiary Claro Brasil recognized a benefit for the exclusion of the Tax on the Circulation of Goods and the Provision of Services (Imposto sobre a Circulação de Mercadorias e Prestação de Serviços, or “ICMS “) in the calculation bases of the Social Integration Program (Social Integration Program, or” PIS “) and the Contribution for the Financing of Social Security (Contribution to or Financing of Social Security, or” COFINS “) in the amount total of Ps. 12,295,869, that includes interest of Ps. 6,127,656. The asset was recognized based on the certainty of obtaining the economic benefit.

 

F-36


Table of Contents

b) Changes in the allowance for expected credit losses is as follows:

 

     For the years ended December 31,  
     2016      2017      2018  

Balance at beginning of year

   Ps. (27,495,158    Ps. (37,351,677    Ps. (39,044,925

Increases recorded in expenses

     (16,987,769      (20,766,362      (19,535,707

Adjustment on initial application of IFRS 9 (Note 2i, b)

     —          —          (2,400,783

Write-offs

     12,587,567        17,713,992        15,497,254  

Translation effect

     (5,456,317      1,359,122        4,686,136  
  

 

 

    

 

 

    

 

 

 

Balance at end of year

   Ps. (37,351,677    Ps. (39,044,925    Ps. (40,798,025
  

 

 

    

 

 

    

 

 

 

c) The following table shows the aging of accounts receivable at December 31, 2017 and 2018, for subscribers and distributors:

 

    Past due  
    Total     Unbilled services
provided
    a-30 days     31-60 days     61-90 days     Greater than
90 days
 

December 31, 2017

    Ps. 178,722,706       Ps. 78,384,174       Ps. 46,758,825       Ps. 6,780,671       Ps. 4,375,188       Ps. 42,423,848  

December 31, 2018

    Ps. 173,053,226       Ps. 62,623,654       Ps. 46,816,302       Ps. 6,315,277       Ps. 4,168,952       Ps. 53,129,041  

d) The following table shows the accounts receivable from subscribers and distributors included in the impairments of trade receivables, as of December 31, 2017 and 2018:

 

     Total      1-90 days      Greater than
90 days
 

December 31, 2017

     Ps. 39,044,925        Ps. 3,807,945        Ps. 35,236,980  

December 31, 2018

     Ps. 40,798,025        Ps. 4,079,803        Ps. 36,718,222  

e) An analysis of contract assets and liabilities at December 31, 2018 is as follows:

 

     2018  

Contract Assets:

  

Balance at the beginning of the year

   Ps. 29,640,953  

Additions

     32,029,279  

Disposals

     (25,243,487

Translation effect

     (1,707,996
  

 

 

 

Balance at the end of the year

   Ps. 34,718,749  

Non-current contract assets

   Ps. 5,437,263  
  

 

 

 

Current portion contracts assets

   Ps. 29,281,486  

 

F-37


Table of Contents

6. Related Parties

a) The following is an analysis of the balances with related parties as of December 31, 2017 and 2018. All of the companies were considered affiliates of América Móvil since the Company’s principal shareholders are either direct or indirect shareholders in the related parties.

 

     2017      2018  

Accounts receivable:

     

Sears Roebuck de México, S.A. de C.V.

   Ps. 211,491      Ps. 264,976  

Sanborns Hermanos, S.A.

     91,233        312,706  

Patrimonial Inbursa, S.A.

     246,874        214,180  

Carso Infraestructura y Construcción, S.A. de C.V. and Subsidiaries

     89,585        179,852  

Grupo Condumex, S.A. de C.V. and Subsidiaries

     47,269        35,007  

Operadora de Sites Mexicanos, S.A. de C.V.

     14,252        16,634  

Other

     167,526        240,250  
  

 

 

    

 

 

 

Total

   Ps. 868,230      Ps. 1,263,605  
  

 

 

    

 

 

 
     2017      2018  

Accounts payable:

     

Carso Infraestructura y Construcción, S.A. de C.V. and Subsidiaries

   Ps. 947,761      Ps. 1,403,414  

Grupo Condumex, S.A. de C.V. and Subsidiaries

     812,427        784,678  

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

     38,847        235,745  

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

     276,633        227,014  

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

     136,859        83,502  

Enesa, S.A. de C.V. and Subsidiaries

     50,609        22,630  

Other

     277,276        217,230  
  

 

 

    

 

 

 

Total

   Ps.  2,540,412      Ps.  2,974,213  
  

 

 

    

 

 

 

For the years ended December 31, 2016, 2017 and 2018, the Company has not recorded any impairment of receivables in connection with amounts owed by related parties.

 

F-38


Table of Contents

b) For the years ended December 31, 2016, 2017 and 2018, the Company conducted the following transactions with related parties:

 

     2016      2017      2018  

Investments and expenses:

        

Construction services, purchases of materials, inventories and property, plant and equipment (i)

   Ps.  9,917,280      Ps.  11,030,944      Ps.  7,211,960  

Rent of towers

     4,748,503        5,326,366        6,168,592  

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

     4,118,469        4,135,578        4,134,380  

Other services

     1,899,818        2,802,667        1,864,017  
  

 

 

    

 

 

    

 

 

 
   Ps.  20,684,070      Ps. 23,295,555      Ps.  19,378,949  
  

 

 

    

 

 

    

 

 

 

Revenues:

        

Revenues services

   Ps. 411,076      Ps. 416,047      Ps. 679,220  

Sales of equipment

     2,679,591        2,313,840        1,296,204  
  

 

 

    

 

 

    

 

 

 
   Ps. 3,090,667      Ps. 2,729,887      Ps. 1,975,424  
  

 

 

    

 

 

    

 

 

 

 

i)

In 2018, this amount includes Ps.5,622,791 (Ps. 9,829,991 in 2017 and Ps. 9,547,530 in 2016) for network construction services and construction materials purchased from subsidiaries of Grupo Carso, S.A.B. de C.V. (Grupo Carso).

ii)

In 2018, this amount includes Ps. 778,191 (Ps. 789,253 in 2017 and Ps. 812,247 in 2016) for network maintenance services performed by Grupo Carso subsidiaries; Ps. 13,784 in 2018 (Ps. 15,695 in 2017, and Ps. 705,074 in 2016) for software services provided by an associate; Ps. 2,541,703 in 2018 (Ps. 3,330,038 in 2017 and Ps. 2,406,058 in 2016) for insurance premiums with Seguros Inbursa S.A. and Fianzas Guardiana Inbursa, S.A., which, in turn, places most of such insurance with reinsurers.

c) The aggregate compensation paid to the Company’s, directors (including compensation paid to members of the Audit and Corporate Practices Committee), and senior management in 2018 was approximately Ps. 5,300 and Ps. 70,100, respectively. None of the Company’s directors is a party to any contract with the Company or any of its subsidiaries that provides for benefits upon termination of employment. The Company does not provide pension, retirement or similar benefits to its directors in their capacity as directors. The Company’s executive officers are eligible for retirement and severance benefits required by Mexican law on the same terms as all other employees.

d) Österreichische Bundes- und Industriebeteiligungen GmbH (ÖBIB) is considered a related party due to it is a significant non-controlling shareholder in Telekom Austria. Through Telekom Austria, América Móvil is related to the Republic of Austria and its subsidiaries, which are mainly ÖBB Group, ASFINAG Group and Post Group as well as Rundfunk und Telekom Reguliegungs-GmbH, all of which these are related parties. In 2016, 2017 and 2018, none of the individual transactions associated with government agencies or government-owned entities of Austria were considered significant to América Móvil.

7. Derivative Financial Instruments

To mitigate the risks of future increases in interest rates and foreign exchange rates for the servicing of its debt, the Company has entered into derivative contracts in over-the-counter transactions carried out with financial institutions. In 2018 the weighted-average interest rate of the total debt including the impact of interest rate derivatives held by the Company is 4.1% (4.0% and 3.7% in 2017 and 2016, respectively).

 

F-39


Table of Contents

An analysis of the derivative financial instruments contracted by the Company at December 31, 2017 and 2018 is as follows:

 

     At December 31,  
     2017      2018  

Instrument

   Notional amount in
millions
     Fair Value      Notional amount in
millions
     Fair Value  

Assets:

           

Swaps US Dollar-Mexican peso

   US$ 2,800        Ps.4,766,102      US$ 3,490        Ps. 2,058,831  

Swaps Euro-Mexican peso

   —          —          —          —    

Swaps Yen-US Dollar

   ¥ 13,000        521,270      ¥ 13,000        581,948  

Forwards US Dollar-Mexican peso

   US$ 1,744        1,600,666        —          —    

Forwards US Dollar-Brazilian real

   US$ 100        44,280      US$ 150        126,287  

Swaps Swiss Franc-US Dollar

   CHF 475        178,710        —          —    

Swaps Euro-Brazilian real

   450        359,671      300        1,080,552  

Interest rate swap

     Ps.200        916        —          —    

Forwards Brazilian Real-US Dollar

     —          —        BRL $ 2,823        1,107,630  

Forwards Euro-Brazilian real

   400        330,427      150        123,005  

Forwards US Dollar-Swiss franc

   CHF 75        121,981        —          —    

Forwards Euro-US Dollar

   204        113,361      710        209,295  
     

 

 

       

 

 

 

Total Assets

        Ps. 8,037,384           Ps. 5,287,548  
     

 

 

       

 

 

 

 

     At December 31,  
     2017      2018  

Instrument

   Notional amount in
millions
     Fair Value      Notional amount in
millions
     Fair Value  

Liabilities:

           

Swaps US Dollar-Euro

   US$  2,092      Ps. (8,340,970)      US$  2,025      Ps. (5,114,863)  

Swaps Pound sterling-Euro

   £ 740        (3,376,091)      £ 740        (4,027,312)  

Swap Pound sterling-US Dollar

   £ 2,010        (1,676,636)      £ 2,010        (5,836,607)  

Forwards US Dollar-Mexican Peso

     —          —        US$ 977        (772,704)  

Forwards Euro-US Dollar

     —          —        950        (333,586)  

Call spread option

   750        (48,422)        —          —    

Put option

   374        (482,645)      374        (988,669)  

Call spread option

   3,000        (434,696)      3,000        (33,838)  
     

 

 

       

 

 

 

Total Liabilities

      Ps.  (14,359,460)         Ps.  (17,107,579)  
     

 

 

       

 

 

 

Non-current liability

      Ps. (3,756,921)         Ps. (3,567,863)  
     

 

 

       

 

 

 

Total current liability

      Ps. (10,602,539)         Ps. (13,539,716)  
     

 

 

       

 

 

 

The changes in the fair value of these derivative financial instruments for the years ended December 31, 2016, 2017 and 2018 amounted to a gain (loss) of Ps. (9,622,233), Ps. 8,192,567 and Ps. (4,686,407). Such amounts are included in the consolidated statements of comprehensive income as part of the caption “Valuation of derivatives interest cost from labor obligations and other financial items, net”.

 

F-40


Table of Contents

The maturities of the notional amount of the derivatives are as follows:

 

Instrument

   Notional
amount in
millions
     2019      2020      2021      2022      2023 Thereafter  

Assets

                 

Swaps US Dollar-Mexican peso

   US$          —          —          —          1,600        1,890  

Swaps Yen-US Dollar

   ¥        —          —          —          —          13,000  

Swaps Euro-Brazilian real

          300        —          —          —          —    

Forwards Brazilian Real-US Dollar

     BRL        1,680        —          1,143        —          —    

Forwards Euro-Brazilian Real

          150        —          —          —          —    

Forwards US Dollar-Brazilian Real

   US$          150        —          —          —          —    

Forwards Euro-US Dollar

          710        —          —          —          —    

Liabilities

                 

Swaps US Dollar-Euro

   US$          25        —          —          —          2,000  

Swaps Pound sterling-Euro

   £        —          —          —          —          740  

Swap Pound sterling-US Dollar

   £        —          550        —          —          1,460  

Forwards US Dollar-Mexican Peso

   US$          977        —          —          —          —    

Forwards Euro-US Dollar

          950        —          —          —          —    

Put option

          —          —          —          —          374  

Call spread option

          —          3,000        —          —          —    

8. Inventories, net

An analysis of inventories at December 31, 2017 and 2018 is as follows:

 

     2017      2018  

Mobile phones, accessories, computers, TVs, cards and other materials

     Ps. 42,262,511        Ps. 43,723,492  

Less: Reserve for obsolete and slow-moving inventories

     (3,452,946      (3,418,130
  

 

 

    

 

 

 

Total

     Ps. 38,809,565        Ps. 40,305,362  
  

 

 

    

 

 

 

For the years ended December 31, 2016, 2017 and 2018, the cost of inventories recognized in cost of sales was Ps. 172,495,376, Ps. 170,154,336 and Ps. 180,013,986 respectively.

 

F-41


Table of Contents

9. Other assets, net

An analysis of other assets at December 31, 2017 and 2018 is as follows:

 

     2017      2018  

Current portion:

     

Advances to suppliers (different from PP&E and inventories)

     Ps. 9,536,654        Ps. 12,931,247  

Prepaid insurance

     683,091        949,590  

Costs of mobile equipment and computers associated with deferred revenues

     6,182,010        599,628  

Other

     950,991        815,728  
  

 

 

    

 

 

 
     Ps. 17,352,746        Ps.15,296,193  
  

 

 

    

 

 

 

Non-current portion:

     

Recoverable taxes

     Ps. 12,249,372        Ps. 11,514,455  

Prepayments for the use of fiber optics

     4,361,668        3,985,216  

Prepaid expenses and judicial deposits (1)

     25,926,436        26,961,930  
  

 

 

    

 

 

 

Total

     Ps. 42,537,476        Ps. 42,461,601  
  

 

 

    

 

 

 

For the years ended December 31, 2016, 2017 and 2018, amortization expense for other assets was Ps. 1,340,609, Ps. 620,680 and Ps. 798,243, respectively.

 

(1)

Judicial deposits represent cash and cash equivalents pledged in order to fulfill the collateral requirements for tax contingencies mainly in Brazil. At December 31, 2017 and 2018, the amount for these deposits is Ps. 20,288,382 and Ps. 18,172,342, respectively. Based on its evaluation of the underlying contingencies, the Company believes that such amounts are recoverable.

10. Property, Plant and Equipment, net

a) An analysis of property, plant and equipment, net at December 31, 2016, 2017 and 2018 is as follows:

 

    At December 31,
2015
    Additions     Retirements     Business
combinations
    Translation
effect of Foreign
Subsidiaries
    Depreciation
for
the year
    At December 31,
2016
 

Cost

 

Network in operation and equipment

  Ps.  641,384,702     Ps.  101,794,197     Ps. (8,963,076   Ps.  1,873,445     Ps.  235,186,745     Ps. —       Ps. 971,276,013  

Land and buildings

    54,794,386       2,900,511       (2,845,298     3,839       7,281,973       —         62,135,411  

Other assets

    106,468,602       24,368,918       (10,717,096     69,937       24,736,655       —         144,927,016  

Construction in process and advances plant suppliers (1)

    38,850,776       70,517,319       (70,911,593     11,255       11,252,127       —         49,719,884  

Spare parts for operation of the network

    20,342,389       34,010,751       (27,641,919     5,520       1,566,307       —         28,283,048  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    861,840,855       233,591,696       (121,078,982     1,963,996       280,023,807       —         1,256,341,372  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

             

Network in operation and equipment

    236,731,728       —         (1,968,376     —         153,147,349       107,976,385       495,887,086  

Buildings

    4,567,588       —         (975,284     —         3,709,952       3,179,066       10,481,322  

Other assets

    47,057,084       —         (25,099,710     —         10,396,438       16,105,885       48,459,697  

Spare parts for operation of the network

    (44,423     —         (54,280     —         20,896       401,008       323,201  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  Ps. 288,311,977     Ps. —       Ps. (28,097,650   Ps. —       Ps. 167,274,635     Ps. 127,662,344     Ps. 555,151,306  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Cost

  Ps. 573,528,878     Ps. 233,591,696     Ps. (92,981,332   Ps. 1,963,996     Ps. 112,749,172     Ps. (127,662,344   Ps. 701,190,066  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-42


Table of Contents
    At December 31,
2016
    Additions     Retirements     Business
combinations
    Effect of
translation
of foreign
subsidiaries
    Depreciation
for
the year
    At December 31,
2017
 

Cost

             

Network in operation and equipment

    Ps. 971,276,013       Ps.  78,272,882       Ps. (21,657,715   Ps. 599,306       Ps.(38,824,540     Ps.            —         Ps.  989,665,946  

Land and buildings

    62,135,411       2,858,996       (415,219     27,686       (2,022,685     —         62,584,189  

Other assets

    144,927,016       19,287,525       (8,112,571     80,734       (5,866,897     —         150,315,807  

Construction in process and advances plant suppliers (1)

    49,719,884       66,383,381       (41,279,573     34,705       (737,023     —         74,121,374  

Spare parts for operation of the network

    28,283,048       27,013,148       (27,979,816     3,576       (728,358     —         26,591,598  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,256,341,372       193,815,932       (99,444,894     746,007       (48,179,503     —         1,303,278,914  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

             

Network in operation and equipment

    495,887,086       —         (21,214,724     —         (32,860,339     110,533,486       552,345,509  

Buildings

    10,481,322       —         (1,568,542     —         (940,054     2,682,559       10,655,285  

Other assets

    48,459,697       —         (4,572,509     —         (2,251,958     21,724,299       63,359,529  

Spare parts for operation of the network

    323,201       —         (9,205     —         (4,339     265,736       575,393  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    Ps. 555,151,306       Ps.              —         Ps. (27,364,980   Ps. —         Ps.(36,056,690     Ps. 135,206,080       Ps. 626,935,716  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Cost

    Ps. 701,190,066       Ps. 193,815,932       Ps. (72,079,914   Ps.  746,007       Ps. (12,122,813     Ps. (135,206,080     Ps. 676,343,198  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    At December 31,
2017
    Additions     Retirements     Business
combinations
    Effect of
translation of

foreign
subsidiaries and
hyperinflation
adjustment
    Depreciation
for
the year
    At December 31,
2018
 

Cost

             

Network in operation and equipment

    Ps. 989,665,946       Ps.   68,900,443       Ps.  (1,610,246     Ps. 128,246       Ps. (87,888,453     —         Ps. 969,195,936  

Land and buildings

    62,584,189       4,429,433       (3,987,671     8,874       (5,904,499     —         57,130,326  

Other assets

    150,315,807       25,268,252       (13,377,798     2,578       (12,399,702     —         149,809,137  

Construction in process and advances plant suppliers (1)

    74,121,374       92,285,397       (76,978,798     1,379       (8,336,823     —         81,092,529  

Spare parts for operation of the network

    26,591,598       49,380,349       (44,626,488     1,939       (2,902,869     —         28,444,529  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    1,303,278,914       240,263,874       (140,581,001     143,016       (117,432,346     —         1,285,672,457  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

             

Network in operation and equipment

    552,345,509       —         (28,712,096     —         (67,907,227     104,279,361       560,005,547  

Buildings

    10,655,285       —         (2,311,442     —         (2,157,996     2,625,102       8,810,949  

Other assets

    63,359,529       —         (2,418,837     —         (6,579,983     22,172,785       76,533,494  

Spare parts for operation of the network

    575,393       —         (160,696     —         (131,429     38,479       321,747  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    Ps. 626,935,716       Ps.                 —       Ps.  (33,603,071     Ps.        —         Ps. (76,776,635     Ps.   129,115,727       Ps. 645,671,737  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Cost

    Ps. 676,343,198       Ps.240,263,874       Ps. (106,977,930     Ps. 143,016       Ps. (40,655,711     Ps. (129,115,727     Ps. 640,000,720  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Construction in progress includes fixed and mobile network facilities as well as satellite developments and fiber optic which is in the process of being installed.

The completion period of construction in progress is variable and depends upon the type of plant and equipment under construction.

b) At December 31, 2017 and 2018, property, plant and equipment include the following assets under capital leases:

 

     2017      2018  

Assets under capital leases

     Ps.  8,116,532        Ps.7,770,681  

Accumulated depreciation

     (3,475,014      (3,530,241
  

 

 

    

 

 

 
     Ps.  4,641,518        Ps.  4,240,440  
  

 

 

    

 

 

 

 

F-43


Table of Contents

c) At December 31, 2018 and 2017, Claro Brasil has land and buildings and other equipment that are pledged in guarantee of legal proceedings in the amount of Ps.3,166,882 and Ps. 3,521,082, respectively.

d) Relevant information related to the computation of the capitalized borrowing costs is as follows:

 

     Year ended December 31,  
     2016      2017      2018  

Amount invested in the acquisition of qualifying assets

     Ps. 52,974,400            Ps. 49,642,370            Ps. 45,456,630      

Capitalized interest

     2,861,307            2,875,034            2,020,288      

Capitalization rate

     5.4%        5.8%        4.4%  

Capitalized interest is being amortized over a period of estimated useful life of the related assets.

e) On October 20, 2017, our subsidiary Star One signed a contract with SSL — Space Systems Loral for construction of the Star One D2 satellite, which will be equipped with transponders 52 in the C and Ku bands, 20 Gbps of capacity in Band Ka and a certain capacity in X-band. The cost of this Project is estimated to be approximately Ps. 6,391,104 (US$ 323,000) and the launch will take place at the end of 2019. At December 31, 2018 and 2017 the amount recorded in Construction in progress amounts to Ps. 2,896,399 (R$551,528) and Ps. 916,240 (R$153,179), respectively.

11. Intangible assets, net and goodwill

a) An analysis of intangible assets at December 31, 2016, 2017 and 2018 is as follows:

 

    For the year ended December 31, 2016  
    Balance at
beginning of
year
    Acquisitions     Acquisitions
in business
combinations
    Disposals and
other
    Amortization
of the year
    Effect of
translation of
foreign
subsidiaries
    Balance at end
of year
 

Licenses and rights of use

  Ps. 175,295,775     Ps. 9,129,949     Ps. 360,144     Ps. 1,269,478     Ps. —       Ps. 56,684,016     Ps. 242,739,362  

Accumulated amortization

    (84,846,524     —         —         —         (10,255,271     (31,606,303     (126,708,098
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    90,449,251       9,129,949       360,144       1,269,478       (10,255,271     25,077,713       116,031,264  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trademarks

    22,824,013       —         101,655       (13,820     —         4,877,302       27,789,150  

Accumulated amortization

    (11,523,707     —         —         —         (330,576     (3,367,974     (15,222,257
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    11,300,306       —         101,655       (13,820     (330,576     1,509,328       12,566,893  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Customer relationships

    18,394,407       —         1,904,503       —         —         5,946,598       26,245,508  

Accumulated amortization

    (3,962,875     —         —         —         (3,231,518     (5,240,681     (12,435,074
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    14,431,532       —         1,904,503       —         (3,231,518     705,917       13,810,434  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Software licenses

    8,782,768       3,854,066       26,871       (829,680     —         1,040,771       12,874,796  

Accumulated amortization

    (2,424,598     (41,185     (8,367     829,680       (3,469,461     (9,809     (5,123,740
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    6,358,170       3,812,881       18,504       —         (3,469,461     1,030,962       7,751,056  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Content rights

    2,634,527       2,242,556       —         (217,057     —         216,272       4,876,298  

Accumulated amortization

    (428,746     —         —         (1,612     (2,236,141     —         (2,666,499
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    2,205,781       2,242,556       —         (218,669     (2,236,141     216,272       2,209,799  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total of intangibles, net

  Ps.  124,745,040     Ps.  15,185,386     Ps.  2,384,806     Ps.  1,036,989     Ps.  (19,522,967   Ps. 28,540,192     Ps. 152,369,446  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Goodwill (Note 12)

  Ps.  137,113,716     Ps. —       Ps. 3,953,023     Ps. (356,832   Ps. —       Ps. 11,922,728     Ps. 152,632,635  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-44


Table of Contents
    For the year ended December 31, 2017  
    Balance at
beginning of
year
    Acquisitions     Acquisitions
in business
combinations
    Disposals and
other
    Amortization
of the year
    Effect of
translation of
foreign
subsidiaries
    Balance at end
of year
 

Licenses and rights of use

  Ps.  242,739,362     Ps. 12,347,051     Ps. 53,923     Ps.  (1,037,458   Ps. —       Ps.  (6,689,054   Ps.  247,413,824  

Accumulated amortization

    (126,708,098     —         —         244,564       (11,879,489     4,233,585       (134,109,438
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    116,031,264       12,347,051       53,923       (792,894     (11,879,489     (2,455,469     113,304,386  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trademarks

    27,789,150       127,823       82,868       (29,804     —         809,175       28,779,212  

Accumulated amortization

    (15,222,257     —         —         34,464       (3,179,461     (474,151     (18,841,405
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    12,566,893       127,823       82,868       4,660       (3,179,461     335,024       9,937,807  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Customer relationships

    26,245,508       —         512,667       (882,338     —         1,109,877       26,985,714  

Accumulated amortization

    (12,435,074     —         —         882,338       (3,769,777     (806,982     (16,129,495
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    13,810,434       —         512,667       —         (3,769,777     302,895       10,856,219  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Software licenses

    12,874,796       3,351,200       —         (1,698,118     —         527,720       15,055,598  

Accumulated amortization

    (5,123,740     —         —         1,212,669       (3,699,363     (204,727     (7,815,161
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    7,751,056       3,351,200       —         (485,449     (3,699,363     322,993       7,240,437  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Content rights

    4,876,298       2,099,084       —         (63,137     —         (194,803     6,717,442  

Accumulated amortization

    (2,666,499     —         —         (195,658     (1,820,092     165,584       (4,516,665
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    2,209,799       2,099,084       —         (258,795     (1,820,092     (29,219     2,200,777  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total of intangibles, net

  Ps.  152,369,446     Ps.  17,925,158     Ps. 649,458     Ps.  (1,532,478   Ps.  (24,348,182   Ps. (1,523,776   Ps. 143,539,626  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Goodwill (Note 12)

  Ps. 152,632,635     Ps. —       Ps.  951,348     Ps. (134,525   Ps. —       Ps. (1,986,226   Ps. 151,463,232  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    For the year ended December 31, 2018  
    Balance at
beginning of
year
    Acquisitions     Acquisitions
in business
combinations
    Disposals and
other
    Amortization
of the year
    Effect of
translation of
foreign
subsidiaries

and
Hyperinflation
adjustment
    Balance at end
of year
 

Licenses and rights of use

  Ps.  247,413,824     Ps.  4,227,244       —       Ps. 1,508,274       —       Ps.  (19,670,368   Ps.  233,478,974  

Accumulated amortization

    (134,109,438     —         —         (1,005,877     (11,347,089     16,281,825       (130,180,579
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    113,304,386       4,227,244         502,397       (11,347,089     (3,388,543     103,298,395  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Trademarks

    28,779,212       159,958       6,631       —           (738,635     28,207,166  

Accumulated amortization

    (18,841,405     —         —         —         (4,973,602     275,046       (23,539,961
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    9,937,807       159,958       6,631       —         (4,973,602     (463,589     4,667,205  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Customer relationships

    26,985,714       74,637       15,556       —           (1,532,839     25,543,068  

Accumulated amortization

    (16,129,495         —         (3,754,312     1,122,270       (18,761,537
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    10,856,219       74,637       15,556       —         (3,754,312     (410,569     6,781,531  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Software licenses

    15,055,598       2,004,550       3,006       (905,610     —         (1,848,286     14,309,258  

Accumulated amortization

    (7,815,161     —           2,677,848       (3,491,629     924,139       (7,704,803
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    7,240,437       2,004,550       3,006       1,772,238       (3,491,629     (924,147     6,604,455  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Content rights

    6,717,442       850,779       —         —         —         (18,512     7,549,709  

Accumulated amortization

    (4,516,665     —         —         —         (2,231,978     (14,949     (6,763,592
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    2,200,777       850,779       —         —         (2,231,978     (33,461     786,117  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total of intangibles, net

  Ps. 143,539,626     Ps. 7,317,168     Ps. 25,193     Ps. 2,274,635     Ps.  (25,798,610   Ps.  (5,220,309   Ps.  122,137,703  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Goodwill

  Ps.  151,463,232     Ps. 1,455     Ps.  333,284     Ps.  (1,094,861     —       Ps. (5,136,613   Ps. 145,566,497  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-45


Table of Contents

b) The aggregate carrying amount of goodwill is allocated as follows:

 

     2017      2018  

Europe (7 countries)

     Ps. 53,143,542        Ps. 53,066,729  

Brazil (Fixed, wireless and TV)

     24,708,740        21,388,124  

Puerto Rico

     17,463,394        17,463,394  

Dominican Republic

     14,186,723        14,186,723  

Colombia

     13,981,033        12,770,381  

México

     9,852,912        9,856,601  

Peru

     3,958,110        3,086,981  

Chile

     2,834,134        2,576,214  

El Salvador

     2,510,577        2,510,577  

Ecuador

     2,155,385        2,155,385  

Other countries

     6,668,682        6,505,388  
  

 

 

    

 

 

 
     Ps. 151,463,232        Ps. 145,566,497  
  

 

 

    

 

 

 

c) The following is a description of the major changes in the “Licenses and rights of use” caption during the years ended December 31, 2016, 2017 and 2018:

2016 Acquisitions

i) In February 2016, the Company´s subsidiary in Paraguay was granted with the use of 30 MHz of spectrum in the 1700/2100 Mhz frequency. The total cost was Ps. 830,719 (US$ 46,000).

ii) In February 2016, the Company through its subsidiary Radiomóvil Dipsa, S.A. de C.V. (Telcel), acquired through an auction a total of 20MHz in the national wide AWS-1 band and 40 MHz in the AWS-3 band. The concession expires in October 2030. The Company paid an amount of Ps. 2,098,060.

iii) In May 2016, Mtel, located in Bulgaria, acquired 2 x 5 MHz in the 1,800-MHz spectrum for Ps. 135,441 (EUR 6,212). During 2016, Telekom Austria paid Ps. 410,713 (EUR 18,837) for the renewals referring to an obligation obtained from concessions granted in previous years.

iv) On May 26, 2016, the Company’s subsidiary in Peru acquired spectrum in a public auction of the 700 MHz band. The frequency band expires in 2036. The cost of the spectrum was Ps. 5,627,316 (PEN$. 1,002,523).

v) In July 2016, Ecuador Telecom acquired a license to operate TV in Ecuador for a period that ends in 2031. The amount paid was Ps. 27,700 (US$ 1,500).

2017 Acquisitions

i) In 2017, Claro Brasil increased its licenses value by Ps. 3,592,034 due to the cleaning process of the 700 MHz national frequency acquired in September 2014.

ii) On February 24, 2017 Radiomóvil Dipsa renewed its 8.4 MHz national license by paying Ps. 917,431, and on July 14, 2017, it acquired 43 concession titles for frequencies of 2.5 GHz in the amount of Ps. 5,305,498.

iii) Additionally, in 2017, the Company acquired other licenses in Chile, Europe, Uruguay and others countries in the amount of Ps. 2,532,088.

2018 Acquisitions

i. In December, Dominican Republic acquired radio spectrum totaling Ps 709,829 (RD$ 1,831,427) with a useful life of 11 years.

 

F-46


Table of Contents

ii. Additionally, in 2018, the Company acquired other licenses in Paraguay, Puerto Rico, Europe, Argentina, Chile and others countries in the amount of Ps. 3,517,415.

Amortization of intangibles for the years ended December 31, 2016, 2017 and 2018 amounted to Ps. 19,522,968, Ps. 24,348,182and Ps. 25,798,610 respectively.

Some of the jurisdictions in which the Company operates can revoke their concessions under certain circumstances such as imminent danger to national security, national economy and natural disasters.

12. Business combinations, acquisitions, sale and non-controlling interest

a) The following is a description of the major acquisitions of investments in associates and subsidiaries during the years ended December 31, 2016 and 2017:

Acquisitions and sale 2016

a) In January 2016, in order to expand and strengthen its operations in Brazil, the Company through its Brazilian subsidiary, acquired a controlling interest of 99.99% in Brazil 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 amount paid for the business acquisition was Ps. 1,088,668, net of acquired cash. The goodwill recognized amounted to Ps. 1,046,253.

b) In May 2016, the Company acquired an additional non-controlling interest of 1.8% in Tracfone Wireless Inc. thereby obtaining 100% of its capital stock. The amount paid was Ps. 2,300,553 (US$ 124,673). This transaction was recorded as an equity transaction, and therefore, no gain or loss was recognized.

c) In May 2016, the Company through his subsidiary, América Móvil Perú, S.A.C. acquired 100% of the capital stock of Olo del Perú S.A.C. (“Olo”), and TVS Wireless S.A.C. (“TVS”). Olo and TVS provide telecommunications services throughout Peru and hold radio spectrum in the 2.5 GHz band. The transaction was conditioned to the obtention of the approval of the Peruvian regulator, such approval was finally obtained in December 2016. The amount of the transaction was Ps. 1,854,379 (US$. 102,343) net of acquired cash. In May 2016 the Company paid Ps. 152,214 (US$ 7,554) and in January 2017, after the approval, Ps. 2,079,095 (US$ 94,789). The goodwill recognized amounted to Ps. 1,454,333 in December 2016, Ps. 188,452 in December 2017 and Ps. 329,366 in December 2018.

d) Based on a 2014 shareholder agreement, the Company agreed to ensure a minimal free float of Telekom Austria shares in the market. Consequently, in July 2016, the Company sold shares corresponding to 7.8% of the outstanding common stock of Telekom Austria AG. This sale reduced the overall shareholding of América Movil in Telekom Austria AG from 59.70% to 51.89%. Additionally, in August 2016, the Company sold 0.89% of the outstanding common stock of Telekom Austria AG. Following the successful completion of this transaction, AMX’s stake was reduced to 51.0%. The amount of cash received for these transactions was Ps. 6,323,336. As América Móvil still retains control over Telekom Austria AG, these transactions were recorded as equity transactions.

e) In September 2016, the Company, through his subsidiary Tracfone, acquired certain assets of T-Mobile, that represented a business, which included the brands known as Walmart Mobile and Go Smart. These assets were acquired in order to expand the Company’s distribution channels, add an incremental revenue stream, and assist in the growth of subscribers. There was no cash exchanged in the acquisition. The goodwill recognized amounted to Ps. 1,251,464.

f) In November 2016, Telekom Austria Group acquired 100% of the Belarusian fixed-line operator Atlant Telecom (Atlant) and its subsidiary TeleSet. After the acquisition, Atlant was renamed velcom ACS. Both

 

F-47


Table of Contents

companies are the leading privately owned fixed-line operators in Belarus offering fixed-line broadband, IPTV and cable TV as well as a video and audio library. The acquisition of Atlant and TeleSet is a further step in Telekom Austria Group’s convergence strategy. The final allocation of consideration transferred will be determined once all necessary information regarding identifiable assets is available. The amount paid for the business acquisition was Ps. 582,931, net of acquired cash. The goodwill recognized amounted to Ps. 200,973.

Acquisitions 2017

a) In February 2017, Telekom Austria Group acquired 97.68% of Metronet telekomunikacije through its Croatian subsidiary Vipnet. Metronet is one of the leading alternative fixed business solutions providers in Croatia. The fair values of the assets acquired and liabilities assumed at the acquisition date are reported in the Europe segment. The amount paid for the business acquisition was Ps. 1,550,534, net of acquired cash. The goodwill recognized amounted to Ps. 502,574.

b) During 2017, the Company acquired through its subsidiaries, other entities for which if paid Ps. 3,249,164, net of acquired cash. The identified goodwill has been allocated to the Europe segment. The goodwill recognized amounted to Ps. 260,355.

c) The Company acquired an additional non-controlling interest in its Mexican entities for an amount of Ps. 23,881.

b) Consolidated subsidiaries with non-controlling interests

The Company has control over Telekom Austria, which has a material non-controlling interest. Set out below is summarized information as of December 31, 2017 and 2018 of TKA’s consolidated financial statements. The amounts disclosed for this subsidiary are before inter-company eliminations and using the same accounting policies of América Móvil.

Selected financial data from the statements of financial position

 

     December 31,  
     2017      2018  

Assets:

     

Current assets

   Ps.   29,128,486      Ps.   29,854,542  

Non-current assets

     150,225,260        131,407,408  
  

 

 

    

 

 

 

Total assets

   Ps. 179,353,746      Ps. 161,261,950  
  

 

 

    

 

 

 

Liabilities and equity:

     

Current liabilities

   Ps.   30,192,384      Ps.   36,822,034  

Non-current liabilities

     89,048,150        80,023,800  
  

 

 

    

 

 

 

Total liabilities

     119,240,534        116,845,834  

Equity attributable to equity holders of the parent

     25,808,318        22,621,625  

Non-controlling interest (1)

     34,304,894        21,794,491  
  

 

 

    

 

 

 

Total equity

   Ps.   60,113,212      Ps.   44,416,116  
  

 

 

    

 

 

 

Total liabilities and equity

   Ps.  179,353,746      Ps.  161,261,950  
  

 

 

    

 

 

 

 

(1)

In 2017 this amount includes Ps. 14,942,886 for the subordinated perpetual fixed rate bond (see Note 19).

 

F-48


Table of Contents

Summarized statements of comprehensive income

 

     For the year ended December 31,  
     2016      2017      2018  

Operating revenues

   Ps.  85,185,177      Ps.  93,644,173      Ps. 100,716,444  

Operating costs and expenses

     81,590,233        86,920,692        95,984,880  
  

 

 

    

 

 

    

 

 

 

Operating income

   Ps. 3,594,944      Ps. 6,723,481      Ps.     4,731,564  
  

 

 

    

 

 

    

 

 

 

Net income

   Ps. 7,065,770      Ps. 5,656,132      Ps.     3,809,694  
  

 

 

    

 

 

    

 

 

 

Total comprehensive income

   Ps. 8,450,837      Ps. 7,737,797      Ps.     5,047,838  
  

 

 

    

 

 

    

 

 

 

Net income attributable to:

        

Equity holders of the parent

   Ps. 3,241,556      Ps. 2,884,627      Ps.     1,942,944  

Non-controlling interest

     3,824,214        2,771,505        1,866,750  
  

 

 

    

 

 

    

 

 

 
   Ps. 7,065,770      Ps. 5,656,132      Ps.     3,809,694  
  

 

 

    

 

 

    

 

 

 

Comprehensive income attributable to:

        

Equity holders of the parent

   Ps. 4,311,801      Ps. 3,978,263      Ps.     2,574,397  

Non-controlling interest

     4,139,036        3,759,534        2,473,441  
  

 

 

    

 

 

    

 

 

 
   Ps. 8,450,837      Ps. 7,737,797      Ps. 5,047,838  
  

 

 

    

 

 

    

 

 

 

13. Income Taxes

As explained previously in these consolidated financial statements, the Company is a Mexican corporation which has numerous consolidated subsidiaries operating in different countries. Presented below is a discussion of income tax matters that relates to the Company’s consolidated operations, its Mexican operations and significant foreign operations.

 

i)

Consolidated income tax matters

The composition of income tax expense for the years ended December 31, 2016, 2017 and 2018 is as follows:

 

     2016     2017     2018  

In Mexico:

      

Current year income tax

   Ps. 14,316,005     Ps. 16,568,274     Ps.  28,572,414  

Deferred income tax

     (12,086,232     2,582,287       (2,688,727

Foreign:

      

Current year income tax

     15,367,903       13,524,729       19,898,728  

Deferred income tax

     (6,198,820     (7,733,779     694,664  
  

 

 

   

 

 

   

 

 

 
   Ps. 11,398,856     Ps. 24,941,511     Ps. 46,477,079  
  

 

 

   

 

 

   

 

 

 

 

F-49


Table of Contents

Deferred tax related to items recognized in OCI during the year:

 

     For the years ended December 31,  
     2016     2017     2018  

Remeasurement of defined benefit plans

   Ps. (7,734,732   Ps. 3,032,403     Ps. 408,735  

Effect of financial instruments acquired for hedging purposes

     (21,046     (5,337  

Equity investments at fair value

     2,858,452           (266,753     1,613,667  

Other

     136,879       —         (8,922
  

 

 

   

 

 

   

 

 

 

Deferred tax benefit (expense) recognized in OCI

   Ps.     (4,760,447   Ps. 2,760,313     Ps.   2,013,480  
  

 

 

   

 

 

   

 

 

 

A reconciliation of the statutory income tax rate in Mexico to the consolidated effective income tax rate recognized by the Company is as follows:

 

     Year ended December 31,  
         2016             2017             2018      

Statutory income tax rate in Mexico

     30.0%       30.0%       30.0%  

Impact of non-deductible and non-taxable items:

      

Tax inflation effects

     15.9%       17.8%       7.3%  

Derivatives

     8.0%       1.0%       0.4%  

Employee benefits

     4.4%       2.2%       1.3%  

Other

     9.8%       2.6%       6.3%  
  

 

 

   

 

 

   

 

 

 

Effective tax rate on Mexican operations

     68.1%       53.6%       45.3%  

Use of unrecognized tax credits in Brazil

     (0.6%     (0.4%     —    

Equity interest in net loss of associated companies

     (0.2%     —         —    

Dividends received from associates

     (7.9%     (1.2%     (0.8%

Foreign subsidiaries and other non-deductible items, net

     (10.8%     (8.3%     1.5%  
  

 

 

   

 

 

   

 

 

 

Effective tax rate

     48.6%       43.7%       46.0%  
  

 

 

   

 

 

   

 

 

 

An analysis of temporary differences giving rise to the net deferred tax liability is as follows:

 

    Consolidated statements of financial position     Consolidated statements of comprehensive income  
                2017                             2018                 2016     2017     2018  

Provisions

    Ps.26,268,666       Ps.20,781,421       Ps.1,622,132       Ps.1,579,604       Ps.1,841,705  

Deferred revenues

    7,461,802       6,866,120       (12,128     (965,010     3,632,051  

Tax losses carry forward

    38,332,408       27,881,491       12,706,245       (323,506     (5,833,660

Property, plant and equipment (1)

    (9,929,129     (11,756,590     2,445,783       1,974,753       453,493  

Inventories

    2,003,049       2,106,976       (229,571     519,046       81,270  

Licenses and rights of use (1)

    (2,455,877     (3,896,788     54,182       348,201       961,402  

Employee benefits

    33,253,071       33,673,874       3,616,952       1,225,310       1,128,209  

Other

    9,639,995       10,956,823       (1,918,543     793,094       (270,407
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net deferred tax assets

    Ps.104,573,985       Ps.86,613,327        
 

 

 

   

 

 

       

Deferred tax expense in net profit for the year

 

    Ps.18,285,052       Ps.5,151,492       Ps.1,994,063  
     

 

 

   

 

 

   

 

 

 

 

(1)

As of December 31, 2018, the balance included the effects of hyperinflation.

 

F-50


Table of Contents

Reconciliation of deferred tax assets and liabilities, net:

 

     2016     2017     2018  

Opening balance as of January 1,

   Ps. 69,817,147     Ps. 98,589,818     Ps. 104,573,985  

Deferred tax benefit

     18,285,052       5,151,492       1,994,063  

Translation effect

     15,273,228       (1,687,276     (8,854,010

Deferred tax benefit (expense) recognized in OCI

     (4,760,447     2,760,313       2,013,480  

Deferred taxes acquired in business combinations

     (25,162     (240,362     (25,827

Hyperinflationary effect in Argentina

     —         —         (4,907,151

Effect of adoption of IFRS 9 (Note 2ai)

     —         —         544,628  

Effect of adoption of IFRS 15 (Note 2ai)

     —         —         (8,725,841
  

 

 

   

 

 

   

 

 

 

Closing balance as of December 31,

   Ps. 98,589,818     Ps. 104,573,985     Ps. 86,613,327  
  

 

 

   

 

 

   

 

 

 

Presented in the consolidated statements of financial position as follows:

      

Deferred income tax assets

   Ps. 112,651,699     Ps. 116,571,349     Ps. 111,186,768  

Deferred income tax liabilities

     (14,061,881     (11,997,364     (24,573,441
  

 

 

   

 

 

   

 

 

 
   Ps. 98,589,818     Ps. 104,573,985     Ps. 86,613,327  
  

 

 

   

 

 

   

 

 

 

The deferred tax assets are in tax jurisdictions in which the Company considers that based on financial projections of its cash flows, results of operations and synergies between subsidiaries, will generate sufficient taxable income in subsequent periods to utilize or realize such assets.

The Company does not recognize a deferred tax liability related to the undistributed earnings of its subsidiaries, because it currently does not expect these earnings to be taxable or to be repatriated in the near future. The Company’s policy has been to distribute the profits when it has paid the corresponding taxes in its home jurisdiction and the tax can be accredited in Mexico.

At December 31, 2017 and 2018, the balance of the contributed capital account (“CUCA”) is Ps. 510,832,194 and Ps. 536,278,717, respectively. On January 1, 2014, the Cuenta de Utilidad Fiscal Neta (“CUFIN”) is computed on an América Móvil’s stand-alone basis. The balance of the América Móvil’s stand-alone basis CUFIN amounted to Ps. 225,105,342 and Ps. 276,185,284 as of December 31, 2017 and 2018, respectively.

Corporate tax rate

The income tax rate applicable in Mexico from 2016 through 2018 was 30%.

 

ii)

Significant foreign income tax matters

 

a)

Results of operations

The foreign subsidiaries determine their taxes on profits based on their individual taxable income, in accordance with the specific tax regimes of each country.

 

F-51


Table of Contents

The combined income before taxes and the combined provision for taxes of such subsidiaries in 2016, 2017 and 2018 are as follows:

 

     2016      2017      2018  

Combined income before taxes

   Ps.  45,697,258      Ps.  38,286,046      Ps.  66,314,883  

Combined tax provision differences
not deducible-not cumulative in
the foreign subsidiaries

   Ps.  9,169,083      Ps.  5,790,950      Ps.  20,593,392  

The effective income tax rate for the Company’s foreign jurisdictions was 20% in 2016, 15% in 2017 and 31% in 2018 as shown in the table above. The statutory tax rates in these jurisdictions vary, although many approximate 21% to 40%. The primary difference between the statutory rates and the effective rates in 2016, 2017 and 2018 was attributable to dividends received from KPN and other non-deductible items and non-taxable income.

 

iii)

Tax losses

a) At December 31, 2018, the available tax loss carryforwards recorded in deferred tax assets are as follows on a country by country basis:

 

Country

   Balance of available tax
loss carryforwards at
December 31, 2018
     Tax loss carryforward
benefit
 

Brazil

     Ps. 59,695,441        Ps. 20,296,450  

Austria

     20,128,833        5,032,208  

Mexico

     6,043,603        1,813,081  

Colombia

     2,239,486        739,030  

Nicaragua

     2,403        722  
  

 

 

    

 

 

 

Total

     Ps. 88,109,766        Ps. 27,881,491  
  

 

 

    

 

 

 

b) The tax loss carryforwards in the different countries in which the Company operates have the following terms and characteristics:

bi) The Company has accumulated Ps. 59,695,441 in net operating loss carryforwards (NOL’s) in Brazil as of December 31, 2018. In Brazil there is no expiration of the NOL’s. However, the NOL´s amount used against taxable income in each year may not exceed 30% of the taxable income for such year. Consequently, in the year in which taxable income is generated, the effective tax rate is 25% rather than the 34% corporate tax rate.

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 future taxable income 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 restructure in 2017 of its operations in Brazil, resulting in an organizational structure that is anticipated to be more efficient and profitable and generated taxable income in 2018.

bii) The Company has accumulated Ps. 20,128,833 in NOL’s in Austria as of December 31, 2018. In Austria, the NOL´s have no expiration, but its annual usage is limited to 75% of the taxable income of the year. The realization of deferred tax assets is dependent upon the expected generation of future taxable income during the periods in which these temporary differences become deductible.

biii) The Company has accumulated $ 6,043,603 of tax losses in Mexico. The Mexican Tax Law establishes an optional regime for group companies called: Of the Optional Regime for Groups of Companies. For these purposes, the integrating (controlling) company must own more than 80% of the shares with voting rights of the

 

F-52


Table of Contents

integrated (controlled) companies. In general terms, the Integration regime allows to differ, for each of the companies that make up the group, and for up to three years, or sooner if certain assumptions are made, the whole of the ISR that results from considering the determination of the individual ISR to its charge is the effect derived from recognizing, indirectly, the tax losses incurred by the companies in the group for the year in question.

The company estimates that there is positive evidence that allows it to use these losses, these should be reduced to the extent that it is considered likely that there will be sufficient taxable profits to allow them to recover in full or in part, the losses will only be compensated when there is a right legally required and are approved by the tax authorities in Mexico.

 

14.

Debt

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

 

At December 31, 2017

    (Thousands of
Mexican pesos)
 

Currency

 

Loan

 

Interest rate

  Maturity     Total  

Senior Notes

                       

U.S. dollars

       
  Fixed-rate Senior notes (i)   5.000%     2019     Ps.  14,840,025  
  Fixed-rate Senior notes (i)   5.500%     2019       7,467,145  
  Fixed-rate Senior notes (i)   5.000%     2020       42,043,077  
  Fixed-rate Senior notes (i)   3.125%     2022       31,658,720  
  Fixed-rate Senior notes (i)   6.375%     2035       19,417,282  
  Fixed-rate Senior notes (i)   6.125%     2037       7,305,744  
  Fixed-rate Senior notes (i)   6.125%     2040       39,573,400  
  Fixed-rate Senior notes (i)   4.375%     2042       22,754,705  
       

 

 

 
  Subtotal U.S. dollars       Ps.  185,060,098  
       

 

 

 

Mexican pesos

       
  Domestic Senior notes (i)   8.110%     2018     Ps. 1,750,000  
  Domestic Senior notes (i)   8.270%     2018       1,160,110  
  Domestic Senior notes (i)   8.600%     2020       7,000,000  
  Domestic Senior notes (i)   0.000%     2025       4,409,873  
  Domestic Senior notes (i)   8.360%     2037       5,000,000  
  Fixed-rate Senior notes (i)   6.000%     2019       10,000,000  
  Fixed-rate Senior notes (i)   6.450%     2022       22,500,000  
  Fixed-rate Senior notes (i)   7.125%     2024       11,000,000  
  Fixed-rate Senior notes (i)   8.460%     2036       7,871,700  
       

 

 

 
  Subtotal Mexican pesos       Ps.  70,691,683  
       

 

 

 

Euros

       
  Fixed-rate Senior notes (i)   1.000%     2018     Ps. 14,252,360  
  Fixed-rate Senior notes (i)   4.125%     2019       23,753,933  
  Exchangeable Bonds (i)   0.000%     2020       67,504,878  
  Fixed-rate Senior notes (i)   3.000%     2021       23,753,933  
  Fixed-rate Senior notes (i)   3.125%     2021       18,727,775  
  Fixed-rate Senior notes (i)   4.000%     2022       19,333,685  
  Fixed-rate Senior notes (i)   4.750%     2022       17,815,450  
  Fixed-rate Senior notes (i)   3.500%     2023       7,594,262  
  Fixed-rate Senior notes (i)   3.259%     2023       17,815,450  
  Fixed-rate Senior notes (i)   1.500%     2024       20,190,843  
  Fixed-rate Senior notes (i)   1.500%     2026       17,815,450  
  Fixed-rate Senior notes (i)   2.125%     2028       15,440,057  
       

 

 

 
  Subtotal Euros       Ps.  263,998,076  
       

 

 

 

 

F-53


Table of Contents

At December 31, 2017

    (Thousands of
Mexican pesos)
 

Currency

 

Loan

 

Interest rate

  Maturity     Total  

Pounds sterling

       
  Fixed-rate Senior notes (i)   5.000%     2026     Ps. 13,368,884  
  Fixed-rate Senior notes (i)   5.750%     2030       17,379,549  
  Fixed-rate Senior notes (i)   4.948%     2033       8,021,330  
  Fixed-rate Senior notes (i)   4.375%     2041       20,053,326  
       

 

 

 
  Subtotal Pounds sterling       Ps.  58,823,089  
       

 

 

 

Swiss francs

       
  Fixed-rate Senior notes (i)   1.125%     2018     Ps.  11,169,748  
       

 

 

 
  Subtotal Swiss francs       Ps.  11,169,748  
       

 

 

 

Brazilian reais

       
  Debenture (i)   102.900% of CDI     2020     Ps. 8,972,204  
  Promissory Note (i)   102.400% of CDI     2019       5,981,469  
  Debenture (i)   103.900% of CDI     2019       5,981,469  
       

 

 

 
  Subtotal Brazilian reais       Ps. 20,935,142  
       

 

 

 

Other currencies

                       

Japanese yen

       
  Fixed-rate Senior notes (i)   2.950%     2039     Ps. 2,282,608  
       

 

 

 
  Subtotal Japanese yen       Ps. 2,282,608  
       

 

 

 

Chilean pesos

       
  Fixed-rate Senior notes (i)   3.961%     2035     Ps. 4,312,424  
       

 

 

 
  Subtotal Chilean pesos       Ps. 4,312,424  
       

 

 

 
  Subtotal other currencies       Ps. 6,595,032  
       

 

 

 

Hybrid Notes

                       

Euros

       
  Euro NC5 Series A Capital Securities (iii)   5.125%     2073     Ps. 21,378,540  
  Euro NC10 Series B Capital Securities (iii)   6.375%     2073       13,064,663  
       

 

 

 
  Subtotal Euros       Ps. 34,443,203  
       

 

 

 

Pounds sterling

       
  GBP NC7 Capital Securities (iii)   6.375%     2073     Ps. 14,705,772  
       

 

 

 
  Subtotal Pounds sterling       Ps. 14,705,772  
       

 

 

 
  Subtotal Hybrid Notes       Ps. 49,148,975  
       

 

 

 

 

F-54


Table of Contents

At December 31, 2017

    (Thousands of
Mexican pesos)
 

Currency

 

Loan

 

Interest rate

  Maturity     Total  

Lines of Credit and others

                       

U.S. dollars

       
  Lines of credit (ii)   L + 0.200% and 1.500% - 7.250%     2018 - 2019     Ps. 14,474,350  

Mexican pesos

       
  Lines of credit (ii)   TIIE + 0.040% - TIIE + 0.175%     2018 - 2019     Ps. 12,500,000  

Brazilian reais

       
  Lines of credit (ii)   107% of CDI - TJLP + 3.500% & 3.000% - 9.500%     2018 -2027     Ps. 4,389,260  

Chilean pesos

       
  Financial Leases   8.700% - 8.970%     2018 - 2027     Ps. 99,446  
       

 

 

 
  Subtotal Lines of Credit and others       Ps. 31,463,056  
       

 

 

 
  Total debt       Ps.  697,884,899  
       

 

 

 
  Less: Short-term debt and current portion of long-term debt       Ps. 51,745,841  
       

 

 

 
  Long-term debt       Ps. 646,139,058  
       

 

 

 

 

At December 31, 2018

    (Thousands of
Mexican pesos)
 

Currency

 

Loan

 

Interest rate

  Maturity     Total  

Senior Notes

                       

U.S. dollars

       
  Fixed-rate Senior notes (i)   5.000%     2019     Ps.  14,762,175  
  Fixed-rate Senior notes (i)   5.500%     2019       7,427,972  
  Fixed-rate Senior notes (i)   5.000%     2020       41,822,521  
  Fixed-rate Senior notes (i)   3.125%     2022       31,492,640  
  Fixed-rate Senior notes (i)   6.375%     2035       19,315,420  
  Fixed-rate Senior notes (i)   6.125%     2037       7,267,419  
  Fixed-rate Senior notes (i)   6.125%     2040       39,365,800  
  Fixed-rate Senior notes (i)   4.375%     2042       22,635,335  
       

 

 

 
  Subtotal U.S. dollars       Ps.  184,089,282  
       

 

 

 

Mexican pesos

       
  Fixed-rate Senior notes (i)   6.000%     2019     Ps. 10,000,000  
  Domestic Senior notes (i)   8.600%     2020       7,000,000  
  Fixed-rate Senior notes (i)   6.450%     2022       22,500,000  
  Fixed-rate Senior notes (i)   7.125%     2024       11,000,000  
  Domestic Senior notes (i)   0.000%     2025       4,629,425  
  Fixed-rate Senior notes (i)   8.460%     2036       7,871,700  
  Domestic Senior notes (i)   8.360%     2037       5,000,000  
       

 

 

 
  Subtotal Mexican pesos       Ps.  68,001,125  
       

 

 

 

 

F-55


Table of Contents

At December 31, 2018

    (Thousands of
Mexican pesos)
 

Currency

 

Loan

 

Interest rate

  Maturity     Total  

Euros

       
  Fixed-rate Senior notes (i)   4.125%     2019     Ps. 22,558,572  
  Exchangeable Bonds (i)   0.000%     2020       64,107,851  
  Fixed-rate Senior notes (i)   3.000%     2021       22,558,572  
  Fixed-rate Senior notes (i)   3.125%     2021       17,568,739  
  Fixed-rate Senior notes (i)   4.000%     2022       18,028,031  
  Fixed-rate Senior notes (i)   4.750%     2022       16,918,929  
  Fixed-rate Senior notes (i)   3.500%     2023       7,132,481  
  Fixed-rate Senior notes (i)   3.259%     2023       16,918,929  
  Fixed-rate Senior notes (i)   1.500%     2024       19,174,786  
  Fixed-rate Senior notes (i)   1.500%     2026       16,918,929  
  Fixed-rate Senior notes (i)   2.125%     2028       14,663,072  
       

 

 

 
  Subtotal Euros       Ps.  236,548,891  
       

 

 

 

Pounds sterling

       
  Fixed-rate Senior notes (i)   5.000%     2026     Ps. 12,550,801  
  Fixed-rate Senior notes (i)   5.750%     2030       16,316,042  
  Fixed-rate Senior notes (i)   4.948%     2033       7,530,481  
  Fixed-rate Senior notes (i)   4.375%     2041       18,826,202  
       

 

 

 
  Subtotal Pounds sterling       Ps.  55,223,526  
       

 

 

 

Brazilian reais

       
  Debenture (i)   103.900% of CDI     2019     Ps. 5,079,720  
  Promissory notes (i)   102.400% of CDI     2019       5,079,720  
  Promissory notes (i)   103.205% of CDI     2019       1,828,699  
  Debenture (i)   102.900% of CDI     2020       7,619,580  
  Debenture (i)   104.000% of CDI     2021       5,587,692  
  Debenture (i)   104.250% of CDI     2021       7,695,776  
       

 

 

 
  Subtotal Brazilian reais       Ps. 32,891,187  
       

 

 

 

Other currencies

                       

Japanese yen

       
  Fixed-rate Senior notes (i)   2.950%     2039     Ps.  2,334,864  
       

 

 

 
  Subtotal Japanese yen       Ps.  2,334,864  
       

 

 

 

Chilean pesos

       
  Fixed-rate Senior notes (i)   3.961%     2035     Ps. 3,904,707  
       

 

 

 
  Subtotal Chilean pesos       Ps.  3,904,707  
       

 

 

 
  Subtotal other currencies       Ps.  6,239,571  
       

 

 

 

Hybrid Notes

                       

Euros

       
  Euro NC10 Series B Capital Securities (iii)   6.375%     2073     Ps. 12,407,214  
       

 

 

 
  Subtotal Euros       Ps. 12,407,214  
       

 

 

 

Pounds sterling

       
  GBP NC7 Capital Securities (iii)   6.375%     2073     Ps. 13,805,881  
       

 

 

 
  Subtotal Pounds sterling       Ps. 13,805,881  
       

 

 

 
  Subtotal Hybrid Notes         26,213,095  
       

 

 

 

 

F-56


Table of Contents

At December 31, 2018

    (Thousands of
Mexican pesos)
 

Currency

 

Loan

 

Interest rate

  Maturity     Total  

Lines of Credit and others

                       

U.S. dollars

       
  Lines of credit (ii)   L + 0.200% and 1.500% - 8.950%     2019 - 2021     Ps. 11,698,885  

Mexican pesos

       
  Lines of credit (ii)   TIIE + 0.175%     2019     Ps. 4,500,000  

Euros

       
  Lines of credit (ii)   -0.100% - 0.000%     2019     Ps. 5,526,850  

Brazilian reais

       
  Lines of credit (ii)   5.000% - 6.000%     2019 - 2027     Ps. 27,009  

Peruvian Soles

       
  Lines of credit (ii)   4.700% - 12.100%     2019     Ps. 7,898,595  

Chilean pesos

       
  Financial Leases   8.700% - 8.970%     2019 - 2027     Ps. 64,437  
       

 

 

 
  Subtotal Lines of Credit and others       Ps. 29,715,776  
       

 

 

 
  Total debt       Ps. 638,922,453  
       

 

 

 
  Less: Short-term debt and current portion of long-term debt       Ps. 96,230,634  
       

 

 

 
  Long-term debt       Ps.  542,691,819  
       

 

 

 

L = LIBOR (London Interbank Offer Rate)

TIIE = Mexican Interbank Rate

EURIBOR = Euro Interbank Offered Rate

CDI = Brazil Interbank Deposit Rate

TJLP = Brazil Long Term Interest Rate

Interest rates on the Company’s debt are subject to variances in international and local rates. The Company’s weighted average cost of borrowed funds at December 31, 2017, and December 31, 2018 was approximately 4.30% and 4.31%, respectively.

Such rates do not include commissions or the reimbursements for Mexican tax withholdings (typically a tax rate of 4.9%) that the Company must pay to international lenders.

An analysis of the Company’s short-term debt maturities as of December 31, 2017, and December 31, 2018, is as follows:

 

     2017      2018  

Obligations and Senior Notes

     Ps.    28,994,496        Ps.      67,365,810  

Lines of credit

     22,714,383        28,852,364  

Financial Leases

     36,962        12,460  
  

 

 

    

 

 

 

Total

     Ps.    51,745,841        Ps.      96,230,634  
  

 

 

    

 

 

 

Weighted average interest rate

     4.0%        5.20%  
  

 

 

    

 

 

 

 

F-57


Table of Contents

The Company’s long-term debt maturities as of December 31, 2018 are as follows:

 

Years

   Amount  

2020

   Ps. 121,184,630  

2021

     54,189,122  

2022

     88,027,828  

2023 and thereafter

     279,290,239  
  

 

 

 

Total

   Ps.     542,691,819  
  

 

 

 

(i) Senior Notes

The outstanding Senior Notes at December 31, 2017, and December 31, 2018, are as follows:

 

Currency*

   2017      2018  

U.S. dollars

     Ps. 185,060,098        Ps.    184,089,282  

Mexican pesos

     70,691,683        68,001,125  

Euros**

     263,998,076        236,548,891  

Pounds sterling**

     58,823,089        55,223,526  

Swiss francs

     11,169,748        —    

Brazilian reais

     20,935,142        32,891,187  

Japanese yens

     2,282,608        2,334,864  

Chilean pesos

     4,312,424        3,904,707  
*

Thousands of Mexican pesos

**

Includes secured and unsecured senior notes.

(ii) Lines of credit

At December 31, 2017, and December 31, 2018, debt under lines of credit aggregated to Ps. $31,364 million and Ps. $29,651 million, respectively.

The Company has two revolving syndicated credit facilities, one for the Euro equivalent of U.S. $2,000 million and the other for U.S. $2,500 million maturing in 2021 and 2019, respectively. As long as the facilities are committed, a commitment fee is paid. As of December 31, 2018, these credit facilities were undrawn. Telekom Austria has also an undrawn revolving syndicated credit facility in Euros for €1,000 million that matures in 2019.

(iii) Hybrid Notes

On September 2013, the Company issued three series of Capital Securities (hybrid notes) maturing in 2073: two series denominated in Euros for €1,450 million with a coupon of 5.125% and 6.375% respectively, and one series denominated in pounds sterling in the amount of £550 million with a coupon of 6.375%. The Capital Securities are deeply subordinated, and when they were issued the principal rating agencies stated that they would treat only half of the principal amount as indebtedness for purposes of evaluating our leverage (an analysis referred to as 50.0% equity credit). The Capital Securities are subject to redemption at our option at varying dates beginning in 2018 and 2023, respectively, for the euro-denominated series and beginning in 2020 for the sterling-denominated series.

On September 2018, we exercised the option to call our hybrid bond with a maturity date in 2073 for a total amount of €900 million euros.

KPN

On September 2018, América Móvil delivered 224,695,844 KPN shares, equivalent to 5% of the total outstanding shares, after the maturity of a mandatory conversion bond with a nominal outstanding amount of €750 million Euros.

 

F-58


Table of Contents

The transaction represented the sale of those shares at an effective price of €3.3374 euros per share.

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 December 31, 2018, 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 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 its current shareholders continue to hold the majority of the Company’s voting shares.

“Covenants”

In conformity with the credit agreements, the Company is obliged to comply with certain financial and operating commitments. Such covenants limit in certain cases, the ability of the Company or the guarantor to: pledge assets, carry out certain types of mergers, sell all or substantially all of its assets, and sell control of Telcel.

Such covenants do not restrict the ability of AMX’s subsidiaries to pay dividends or other payment distributions to AMX. The more restrictive financial covenants require the Company to maintain a consolidated ratio of debt to EBITDA (defined as operating income plus depreciation and amortization) that does not exceed 4 to 1, and a consolidated ratio of EBITDA to interest paid that is not below 2.5 to 1 (in accordance with the clauses included in the credit agreements).

Several of the financing instruments of the Company may be accelerated, at the option of the debt holder in the case that a change in control occurs.

At December 31, 2018, the Company was in compliance with all the covenants.

15. Accounts payable, accrued liabilities and asset retirement obligations

a) The components of the caption accounts payable and accrued liabilities are as follows:

 

     At December 31,  
     2017      2018  

Suppliers

     Ps. 106,483,848        Ps. 118,406,380  

Sundry creditors

     91,842,929        91,087,197  

Interest payable

     8,930,561        8,535,519  

Guarantee deposits from customers

     1,460,286        1,421,336  

Dividends payable

     3,955,783        2,506,835  
  

 

 

    

 

 

 

Total

     Ps. 212,673,407        Ps. 221,957,267  
  

 

 

    

 

 

 

b) The balance of accrued liabilities at December 31, 2017 and 2018 are as follows:

 

     At December 31,  
     2017      2018  

Current liabilities

     

Direct employee benefits payable

     Ps. 16,673,627        Ps. 16,152,118  

Contingencies

     51,079,131        40,281,573  
  

 

 

    

 

 

 

Total

     Ps. 67,752,758        Ps. 56,433,691  
  

 

 

    

 

 

 

 

F-59


Table of Contents

The movements in contingencies for the years ended December 31, 2017 and 2018 are as follows:

 

    Balance at
December 31,
2016
    Business
combination
    Effect of
translation
    Increase of
the year
    Applications     Balance at
December 31,
2017
 
    Payments     Reversals  

Contingencies

    Ps. 50,766,070       Ps. 115,971       Ps. (648,685)       Ps. 10,510,473       Ps. (7,618,520)       Ps. (2,046,178)       Ps. 51,079,131  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Balance at
December 31,
2017
    Business
combination
    Effect of
translation
    Increase of
the year
    Applications     Balance at
December 31,
2018
 
    Payments     Reversals  

Contingencies

    Ps. 51,079,131       Ps. 7,812       Ps. (5,729,826)       Ps. 15,683,252       Ps. (6,203,329)       Ps. (14,555,467)       Ps. 40,281,573  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contingencies include tax, labor, regulatory and other legal type contingencies. See Note 16 c) for detail of contingencies.

c) The movements in the asset retirement obligations for the years ended December 31, 2017 and 2018 are as follows:

 

    Balance at
  December 31,  

2016
    Effect of
    translation    
        Increase of    
the year
    Applications     Balance at
    December 31,    

2017
 
        Payments             Reversals      

Asset retirement obligations

    Ps. 16,288,631       Ps. (119,928)       Ps. 3,160,320       Ps. (126,088)       Ps. (957,806)       Ps. 18,245,129  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Balance at
December 31,
2017
    Effect of
translation
    Increase of
the year
    Applications     Balance at
December 31,
2018
 
    Payments     Reversals  

Asset retirement obligations

    Ps. 18,245,129       Ps. (2,020,853)       Ps. 1,062,745       Ps. (151,364)       Ps. (1,164,056)       Ps. 15,971,601  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The discount rates used for the asset retirement obligation are based on market rates that are expected to be undertaken by the dismantling or restoration of cell sites, and may include labor costs.

16. Commitments and Contingencies

a) Leases

At December 31, 2017 and 2018, the Company has entered into several lease agreements with related parties and third parties for the buildings where its offices are located (as a lessee), as well as with the owners of towers and or premises where the Company has installed radio bases.

An analysis of the minimum rental payments for the next five years is shown below. In some cases, rental amounts are increased each year based on the National Consumer Price Index (INPC).

The Company has the following non-cancelable commitments under finance leases:

 

Year ended December 31,

      

2019

   Ps.  22,920  

2020

     13,365  

2021

     12,068  

2022

     10,751  

2023

     9,399  

2024 and thereafter

     34,011  
  

 

 

 

Total

   Ps.  102,514  

Less: amounts representing finance charges

     23,837  
  

 

 

 

Present value of net minimum lease payments

     78,677  

Less current portion

     14,240  
  

 

 

 

Long-term obligations

   Ps. 64,437  
  

 

 

 

 

F-60


Table of Contents

An analysis of non-cancellable operating leases is as follows:

 

Year ended December 31,

      

2019

   Ps.  24,034,366  

2020

     22,104,366  

2021

     15,522,020  

2022

     14,250,332  

2023

     12,046,800  

2024 and thereafter

     49,991,937  
  

 

 

 

Total

   Ps.  137,949,821  
  

 

 

 

Rent expense for the years ended December 31, 2016, 2017 and 2018 was Ps. 32,300,963, Ps. 35,571,283 and Ps. 34,421,817, respectively.

b) Commitments

The Company and its subsidiaries have commitments that mature on different dates, referring to CAPEX and cell phone purchases.

As of December 31, 2018, the total amounts equivalent to the contract period are detailed below:

 

Year ended December 31,

      

2019

   Ps.  88,233,626  

2020

     68,170,083  

2021

     55,358,156  

2022

     13,322,961  
  

 

 

 

Total

   Ps.  225,084,826  
  

 

 

 

c) Contingencies

I. MEXICO

Tax Assessment and Fine

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

In 2012, the SAT notified the Company and its subsidiary Sercotel, S.A. de C.V. (“Sercotel”) of a fine of approximately Ps. 1,400,000 for alleged tax improprieties arising from the transfer of certain accounts receivable from one of the Company’s subsidiaries to Sercotel. In 2014, the Company challenged the fine and a final resolution is pending. The Company has not established a provision in the accompanying consolidated financial statements for a loss arising from this fine, which the Company does not consider probable.

Telcel Mobile Termination Rates

The mobile termination rates between Telcel and other network operators have been the subject of various legal proceedings. With respect to the interconnection fees for 2017, 2018 and 2019, Telcel has challenged the applicable resolutions and final resolutions are pending.

 

 

F-61


Table of Contents

Given the fact that the “zero rate” that prevented Telcel from charging interconnection rates in its mobile network was held unconstitutional by the (Suprema Corte de Justicia de la Nación “SCJN”), the IFT has determined asymmetric interconnection rates for the termination of traffic in Telcel’s and other operators’ networks for 2018 and 2019. The resolutions setting such rates have been challenged by Telcel and final resolutions are pending.

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 in Mexico. The Company cannot predict when or how these matters will be resolved or the financial effects of any such resolution.

Class Action Lawsuits

Telcel is subject to two class action lawsuits initiated by customers allegedly affected by Telcel’s quality of service and wireless and broadband rates. The Company cannot assess whether these class action lawsuits could have an adverse effect on the Company’s business and results of operations in the event that they are resolved against Telcel due to the lack of factual and legal claims underlying these proceedings. Consequently, the Company has not established a provision in the accompanying consolidated financial statements for a loss arising from these proceedings.

IFT Proceedings Against Telmex

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

In 2015, the IFT imposed a fine of Ps. 14,414 on Telmex on the grounds that the IFT was not notified of an alleged merger (concentración) between Telmex and Dish in 2008. Telmex filed an appeal for relief (amparo) and a final resolution is pending.

In 2015, in relation with some Dish operations, the IFT initiated several proceedings in order to determine potential violations of (i) Telmex’s concession, with respect to an alleged indirect exploitation of a public television services concession, which in 2019, the appeal for relief was granted by a competent court (Tribunal Colegiado); the Company cannot predict the outcome of such proceedings, and (ii) certain provisions of the Mexican Constitution (Constitución Política de los Estados Unidos Mexicanos) and the Federal Telecommunications and Broadcasting Law (Ley Federal de Telecomunicaciones y Radiodifusión) regarding the cost-free rule of re-transmission of television broadcast signals (commonly known as “must offer”), through other operators. In 2018, the IFT absolved Telmex and Dish from any responsibility in connection with the sanction procedure initiated by the IFT for the alleged violation of item (ii) above.

In 2018, the IFT imposed a fine of Ps. 2,543,937 on Telmex relating to a sanction procedure triggered by the alleged breach in 2013 and 2014 of certain minimum quality goals for link services. Telmex challenged this fine and a final resolution is pending.

II. BRAZIL

a. Tax Matters

ICMS

As of December 31, 2018, the Company’s Brazilian subsidiaries Claro Brasil, Primesys Soluções Empresariais S.A. (“Primesys”), Telmex Do Brasil Ltda. (“TdB”), Americel S.A. (“Americel”), Brasil Telecomunicações S.A.

 

F-62


Table of Contents

(“BrTel”) and TVSAT Telecomunicações S.A. (“TV SAT”), had aggregate tax contingencies related to value-added tax (“ICMS”) of approximately Ps. 55,455,306 (R$ 10,917,000). As of December 31, 2018, the Company has established a provision of Ps. 3,362,775 (R$ 662,000) in the accompanying consolidated financial statements for the losses arising from these contingencies which the Company considers probable. Such ICMS contingencies include the following tax assessments which the Company does not consider probable and therefore, has not established a provision in the accompanying consolidated financial statements:

 

   

Tax assessments against Star One, S.A. (currently Claro Brasil as surviving entity of merger) in the amount of Ps. 21,167,194 (R$ 4,167,000) based on allegations that the provision of satellite capacity is subject to ICMS. The Company is contesting these tax assessments in separate proceedings at different litigation stages and has obtained favorable judicial decisions in two proceedings.

 

   

Tax assessments against Claro Brasil and Americel in the amount of Ps. 5,861,997 (R$ 1,154,000), due to a decision that held certain benefits granted by the Brazilian states unconstitutional.

 

   

Tax assessment against Primesys in the amount of Ps. 3,916,464 (R$ 771,000), related to ICMS over certain activities not deemed to be part of data communication services.

CSLL/IRPJ

As of December 31, 2018 Claro Brasil, Americel, BrTel, and TV SAT had aggregate tax contingencies related to Social Contribution on Net income (“CSLL”) and Corporate Income Tax (“IRPJ”) in the amount of Ps. 17,779,021 (R$ 3,500,000). As of December 31, 2018, the Company has established a provision of Ps. 4,835,894 (R$ 952,000) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.

The aforementioned CSLL/IRPJ contingencies include a tax assessment against Claro Brasil in the amount of Ps. 10,906,159 (R$ 2,147,000) alleging the undue amortization of goodwill amounts between 2009 and 2012, and charging CSLL, IRPJ and penalties due to the late payment of taxes. Claro Brasil has challenged this assessment at the administrative level and a final resolution is pending. The Company has established a provision of Ps. 558,769 (R$ 110,000) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.

PIS/COFINS

As of December 31, 2018, Claro Brasil, Americel, TdB, Primesys and Brasil Center Comunicações Ltda. (“Brasil Center”) had aggregate tax assessments related to Social Integration Program (“PIS”) and Contribution for Social Security Financing (“COFINS”) in the amount of Ps. 16,488,772 (R$ 3,246,000). As of December 31, 2018, the Company has established a provision of Ps. 5,861,997 (R$ 1,154,000) in the accompanying consolidated financial statements for the losses arising from the PIS/COFINS assessments, which the Company considers probable. With respect to such PIS/COFINS assessments:

 

   

Claro Brasil and Americel have commenced lawsuits against the Brazilian Federal Revenue Service seeking a ruling on constitutional grounds to exclude interconnection fees from the base used to calculate PIS and COFINS tax obligations. Pending a final resolution and pursuant to applicable Brazilian procedure, the companies have paid the tax based on their position in the lawsuits and have established a provision for the disputed amounts. As of December 31, 2018, the total amount in dispute was approximately Ps. 5,221,952 (R$ 1,028,000).

 

   

Tax assessments against Claro Brasil and Americel related to the offset of PIS and COFINS credits recorded in the noncumulative method in an amount of Ps. 8,183,429 (approximately R$ 1,611,000) as of December 31, 2018. The Company has not established a provision in the accompanying consolidated financial statements to cover the losses arising from this contingency, which the Company does not consider probable.

 

F-63


Table of Contents

As of September 30, 2018, based on a favorable decision from the Brazilian Supreme Court concerning the exclusion of ICMS from PIS and COFINS, the Company reverted the provision of Ps. 13,034,562 (R$2,566,000).

FUST/FUNTTEL

Anatel has initiated administrative proceedings against Claro Brasil, Americel, Primesys, TdB, BrTel and TVSAT in an aggregate amount of Ps. 14,223,217 (R$ 2,800,000) mainly based on an allegedly improper exclusion of interconnection revenues and costs from the basis used to calculate its Fund for Universal Telecommunication Services (“FUST”) obligations. The companies are contesting these assessments. As of December 31, 2018, the Company has established a provision of Ps. 1,706,786 (R$ 336,000) in the accompanying consolidated financial statements to cover the losses arising from these assessments, which the Company considers probable.

In addition, the Brazilian Ministry of Communications (Ministério das Comunicações) has initiated administrative proceedings against Claro Brasil, Americel, Primesys, TdB, BrTel and TVSAT totaling an amount of Ps. 5,115,278 (R$ 1,007,000) as of December 31, 2018, due to an alleged underpayment of their obligations to the telecommunications Technology Development Fund (“FUNTTEL”). The companies have challenged these assessments and a final resolution is pending. As of December 31, 2018, the Company has established a provision of Ps. 5,080 (R$ 1,000) in the accompanying consolidated financial statements to cover the losses arising from these assessments, which the Company considers probable.

ISS

The Municipal Revenue Services have issued tax assessments against Claro Brasil, Brasil Center and Primesys, totaling an aggregate amount of approximately Ps. 3,637,080 (R$ 716,000) due to the alleged nonpayment of Brazilian Services tax (“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 a final resolution is pending. As of December 31, 2018, the Company has established a provision of Ps. 25,399 (R$ 5,000) in the accompanying financial statements for the losses arising from these assessments, which the Company considers probable.

TFI

As of December 31, 2018, Anatel fined Claro Brasil and Americel a total of Ps. 13,207,273 (R$ 2,600,000), for an unpaid installation inspection fee (Taxa de Fiscalização de Instalação, or “TFI”) allegedly due for the renovation of radio base stations. Claro Brasil and Americel have challenged the fine, arguing that there was no new equipment installation that could lead to this charge, and a final resolution is pending. The Company has not established a provision in the accompanying consolidated financial statements to cover losses arising from these proceedings, which the Company does not consider probable.

Other Tax Contingencies

There are other several tax contingencies involving Claro Brasil, Americel, TdB and Primesys in an aggregate amount of Ps. 12,394,517 (R$ 2,440,000) related to a variety of taxes and government programs. As of December 31, 2018, the Company has established a provision of Ps. 1,117,538 (R$ 220,000) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.

 

F-64


Table of Contents

b. Regulatory Matters

Inflation-Related Adjustments

Anatel has challenged the calculation of inflation-related adjustments due under the concession agreements with Tess S.A. (“Tess”), and Algar Telecom Leste S.A. (“ATL”), two of the Company’s subsidiaries that were previously merged into Claro Brasil. Anatel rejected Tess and ATL’s calculation of the inflation-related adjustments applicable to 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 have filed declaratory and consignment actions seeking the resolution of the disputes and have obtained injunctions from a federal appeals court suspending payment until the pending appeals are resolved.

The amount of the alleged shortfall as well as the method used to calculate monetary corrections are in dispute. If other methods or assumptions are applied, the amount may increase. In 2018, Anatel calculated the monetary correction in a total amount of Ps. 19,302,937 (R$ 3,800,000). As of December 31, 2018, the Company has established a provision of Ps. 3,419,668 (R$ 673,200) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.

III. ECUADOR

In 2014, following a regulatory claim filed in 2012 by state-owned operator Corporación Nacional de Telecomunicaciones (“CNT”), the Superintendency of Control of Market Power (Superintendencia de Control del Poder del Mercado, or “SCPM”), imposed a fine of Ps.2,724,113 (US$138,400), on Conecel for alleged monopolistic practices. CNT alleged that Conecel had exclusive rights to deploy its network in five locations and thereby prevented CNT from deploying its own network in the same locations. Conecel challenged the fine before the Administrative Dispute Tribunal (Tribunal de lo Contencioso Administrativo), denying any wrongdoing and contends that CNT had other alternative sites in the same locations where it could have deployed its network.

In 2018, the Administrative Dispute Tribunal (Tribunal de lo Contencioso Administrativo), issued a ruling in favor of Conecel, declaring the fine null and void. The SCPM filed an appeal before the National Court of Justice and the appeal was declared inadmissible by such Court on March 14, 2019; nevertheless, this decision may not be final.

17. Employee Benefits

An analysis of the net liability and net period cost for employee benefits is as follows:

 

     At December 31,  
     2017      2018  

Liability:

     

Mexico

   Ps.  84,821,197      Ps.  85,517,190  

Puerto Rico

     13,962,128        13,986,596  

Europe

     14,833,840        12,705,926  

Brazil

     6,276,780        5,666,694  

Ecuador

     403,194        448,608  
  

 

 

    

 

 

 

Total

     Ps. 120,297,139      Ps.  118,325,014  
  

 

 

    

 

 

 

 

F-65


Table of Contents
     For the year ended December 31,  
     2016      2017      2018  

Net period cost (benefit)

        

Mexico

   Ps.   12,281,154      Ps.   11,586,065      Ps.   12,046,208  

Puerto Rico

     1,058,131        776,238        686,067  

Europe

     226,447        385,689        619,039  

Brazil

     633,159        735,855        579,432  

Ecuador

     41,380        152,335        58,354  
  

 

 

    

 

 

    

 

 

 

Total

   Ps. 14,240,271      Ps. 13,636,182      Ps. 13,989,100  
  

 

 

    

 

 

    

 

 

 

a) Defined benefit plan

The defined benefit obligation (DBO) and plan assets for the pension and other benefit obligation plans, by country, are as follows:

 

    At December 31  
    2017     2018  
    DBO     Plan Assets     Effect of asset
celling
    Net employee
benefit liability
    DBO     Plan Assets     Effect of asset
celling
    Net employee
benefit liability
 

Mexico

  Ps.   266,304,948     Ps.   (182,539,376)     Ps. —       Ps. 83,765,572     Ps.   247,997,060     Ps.   (163,404,418)     Ps. —       Ps.  84,592,642  

Puerto Rico

    38,711,695       ( 24,749,567)       —         13,962,128       35,220,889       ( 21,234,293)       —         13,986,596  

Brazil

    19,369,664       ( 20,399,661)       6,519,560       5,489,563       18,795,315       ( 19,032,411)       5,087,543       4,850,447  

Europe

    4,554,912       —         —         4,554,912       4,477,042       —         —         4,477,042  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  Ps.  328,941,219     Ps.   (227,688,604)     Ps.   6,519,560     Ps.  107,772,175     Ps.  306,490,306     Ps.   (203,671,122)     Ps.   5,087,543     Ps.  107,906,727  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-66


Table of Contents

Below is a summary of the actuarial results generated for the pension and retirement plans as well as the medical services in Puerto Rico and Brazil; the pension plans and seniority premiums related to Telmex; the pension plan, the service awards plan and severance in Austria corresponding to the years ended December 31, 2016, 2017 and 2018:

 

     At December 31, 2016  
     DBO     Plan Assets     Effect of asset
celling
    Net employee
benefit
 

Balance at the beginning of the year

   Ps. 314,049,729     Ps. (212,234,440   Ps.  4,823,147     Ps.  106,638,436  

Current service cost

     4,606,856           4,606,856  

Interest cost on projected benefit obligation

     27,275,363           27,275,363  

Expected return on plan assets

       (18,972,042       (18,972,042

Changes in the asset ceiling during the period and others

         875,192       875,192  

Past service costs and other

       165,851         165,851  

Actuarial gain for changes in experience

     (28,867         (28,867

Actuarial loss from changes in financial assumptions

     7,784           7,784  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net period cost

   Ps.  31,861,136     Ps. (18,806,191   Ps.  875,192     Ps. 13,930,137  

Actuarial gain for changes in experience

     (20,976,837         (20,976,837

Actuarial loss from changes in demographic assumptions

     397,985           397,985  

Actuarial loss from changes in financial assumptions

     1,718,189           1,718,189  

Changes in the asset ceiling during the period and others

         (754,535     (754,535

Return on plan assets greater than discount rate

       (4,724,041       (4,724,041
  

 

 

   

 

 

   

 

 

   

 

 

 

Recognized in other comprehensive income

   Ps. (18,860,663   Ps. (4,724,041   Ps. (754,535   Ps. (24,339,239

Contributions made by plan participants

     255,760       (255,760       —    

Contributions to the pension plan made by the Company

       (2,756,519       (2,756,519

Benefits paid

     (25,694,301     25,517,599         (176,702

Payments to employees

     (525,612         (525,612

Effect of translation

     12,196,546       (9,086,269     2,139,414       5,249,691  
  

 

 

   

 

 

   

 

 

   

 

 

 

Others

   Ps. (13,767,607   Ps. 13,419,051     Ps. 2,139,414     Ps. 1,790,858  

Balance at the end of the year

     313,282,595       (222,345,621     7,083,218       98,020,192  

Less short-term portion

     (152,448         (152,448
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-current obligation

   Ps.  313,130,147     Ps.  (222,345,621)     Ps.  7,083,218     Ps. 97,867,744  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

F-67


Table of Contents
     At December 31, 2017  
     DBO     Plan Assets     Effect of asset
celling
    Net employee
benefit liability
 

Balance at the beginning of the year

   Ps. 313,282,595     Ps. (222,345,621   Ps.  7,083,218     Ps.  98,020,192  

Current service cost

     4,285,693           4,285,693  

Interest cost on projected benefit obligation

     28,922,385           28,922,385  

Expected return on plan assets

       (20,916,104       (20,916,104

Changes in the asset ceiling during the period and others

         716,330       716,330  

Past service costs and other

       53,032         53,032  

Actuarial gain for changes in experience

     (35,145         (35,145

Actuarial gain from changes in demographic assumptions

     (85         (85

Actuarial gain from changes in financial assumptions

     (4,294         (4,294
  

 

 

   

 

 

   

 

 

   

 

 

 

Net period cost

   Ps. 33,168,554     Ps. (20,863,072   Ps. 716,330     Ps. 13,021,812  

Actuarial loss for changes in experience

     11,671,860           11,671,860  

Actuarial gain from changes in demographic assumptions

     (381,172         (381,172

Actuarial loss from changes in financial assumptions

     2,438,078           2,438,078  

Changes in the asset ceiling during the period and others

         (856,188     (856,188

Return on plan assets greater than discount rate

       (2,483,430       (2,483,430
  

 

 

   

 

 

   

 

 

   

 

 

 

Recognized in other comprehensive income

   Ps. 13,728,766     Ps. (2,483,430   Ps. (856,188   Ps. 10,389,148  

Contributions made by plan participants

     198,713       (198,713       —    

Contributions to the pension plan made by the Company

       (2,697,621       (2,697,621

Benefits paid

     (18,841,754     18,841,754         —    

Payments to employees

     (9,843,743         (9,843,743

Effect of translation

     (2,579,506     2,058,099       (423,800     (945,207
  

 

 

   

 

 

   

 

 

   

 

 

 

Others

   Ps. (31,066,290   Ps. 18,003,519     Ps. (423,800   Ps. (13,486,571

Balance at the end of the year

     329,113,625       (227,688,604     6,519,560       107,944,581  

Less short-term portion

     (172,406         (172,406
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-current obligation

   Ps.  328,941,219     Ps.  (227,688,604)     Ps.  6,519,560     Ps. 107,772,175  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

F-68


Table of Contents
     At December 31, 2018  
     DBO     Plan Assests     Effect of asset
celling
    Net employee
benefit liability
 

Balance at the beginning of the year

   Ps.  329,113,625     Ps. (227,688,604   Ps.  6,519,560     Ps.  107,944,581  

Current service cost

     3,322,813           3,322,813  

Interest cost on projected benefit obligation

     30,185,257           30,185,257  

Expected return on plan assets

       (20,804,104       (20,804,104

Changes in the asset ceiling during the period and others

         587,373       587,373  

Past service costs and other

       157,765         157,765  

Actuarial gain for changes in experience

     (7,222         (7,222

Actuarial loss from changes in demographic assumptions

     134,625           134,625  

Actuarial gain from changes in financial assumptions

     (24,890         (24,890
  

 

 

   

 

 

   

 

 

   

 

 

 

Net period cost

   Ps. 33,610,583     Ps. (20,646,339   Ps. 587,373     Ps. 13,551,617  

Actuarial gain for changes in experience

     (21,283,470         (21,283,470

Actuarial loss from changes in demographic assumptions

     68,482           68,482  

Actuarial gain from changes in financial assumptions

     (1,246,539         (1,246,539

Changes in the asset ceiling during the period and others

         (1,055,409     (1,055,409

Return on plan assets greater than discount rate

       23,503,296         23,503,296  
  

 

 

   

 

 

   

 

 

   

 

 

 

Recognized in other comprehensive income

   Ps. (22,461,527   Ps. 23,503,296     Ps. (1,055,409   Ps. (13,640

Contributions made by plan participants

     173,722       (173,722       —    

Contributions to the pension plan made by the Company

       (1,565,792       (1,565,792

Benefits paid

     (19,546,541     19,546,541         —    

Payments to employees

     (10,651,938         (10,651,938

Effect of translation

     (3,535,477     3,353,498       (963,981     (1,145,960
  

 

 

   

 

 

   

 

 

   

 

 

 

Others

   Ps. (33,560,234   Ps. 21,160,525     Ps. (963,981   Ps. (13,363,690

Balance at the end of the year

     306,702,447       (203,671,122     5,087,543       108,118,868  

Less short-term portion

     (212,141         (212,141
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-current obligation

   Ps. 306,490,306     Ps. (203,671,122   Ps. 5,087,543     Ps. 107,906,727  
  

 

 

   

 

 

   

 

 

   

 

 

 

In the case of other subsidiaries in Mexico, the net period cost (income) of other employee benefits for the years ended December 31, 2016, 2017 and 2018 was Ps. 200,455, Ps. 165,884 and Ps. ( 16,347), respectively. The balance of employee benefits at December 31, 2017 and 2018 was Ps. 1,055,625 and Ps. 924,548, respectively.

In the case of other subsidiaries in Brazil, the net period cost of other employee benefits for the years ended December 31, 2016, 2017 and 2018 was Ps. 65,101, Ps.93,742 and Ps. 98,658, respectively. The balance of employee benefits at December 31, 2017 and 2018 was Ps. 650,815 and Ps. 724,009, respectively.

In the case of Ecuador, the net period cost of other employee benefits for the years ended December 31, 2016, 2017 and 2018 was Ps. 41,380, Ps.152,335 and Ps. 58,354, respectively. The balance of employee benefits at December 31, 2017 and 2018 was Ps. 403,194 and Ps. 448,608, respectively.

 

F-69


Table of Contents

Plan assets are invested in:

 

     At December 31  
     2017      2018  
     Puerto Rico      Brazil      Mexico      Puerto Rico      Brazil      Mexico  

Equity instruments

     37%        6%        61%        37%        —          39%  

Debt instruments

     61%        88%        39%        60%        94%        61%  

Others

     2%        6%        —          3%        6%        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
             100%            100%            100%                100%            100%            100%  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Included in the Telmex’s net pension plan liability are plan assets of Ps. 182,539,376 and Ps. 163,404,418 as of December 31, 2017 and 2018, respectively, of which 32.0% and 30.4% during 2017 and 2018, respectively, were invested in equity and debt instruments of both América Movil and also of related parties, primarily entities that are under common control of the Company’s principal shareholder. The Telmex pension plan recorded a re-measurement of its defined pension plan of Ps. 12,394,617 and Ps. (1,141,142) during 2017 and 2018, respectively, attributable to a change in actuarial assumptions, and also a decline in the fair value of plan investments from December 31, 2017 to December 31, 2018. The decrease in fair value of the aforementioned related party pension plan investments approximated Ps. 437,663 and Ps. 21,279,760 during the year ended December 31, 2017 and 2018, respectively.

The assumptions used in determining the net period cost were as follows:

 

    2016     2017     2018  
    Puerto
Rico
    Brazil     Mexico     Europe     Puerto
Rico
    Brazil     Mexico     Europe     Puerto
Rico
    Brazil     Mexico     Europe  

Discount rate and long- term rate return

    4.16     10.84     10.70    

1.0%, 1.5% &

1.75%    

 

 

    3.61%       10.18     10.70%      

1.0%,   

1.5% &

2.00%    

 

 

 

    4.45%       9.10     11.81%      

1.25%,   

1.75% &

2.00%   

 

 

 

Rate of future salary increases

    3.50     4.85     4.50    

3.0.%,     

3.9% &  

4.4%      

 

 

 

    2.75%       4.50     4.50%      

3.0.%,   

3.5% &

4.4%    

 

 

 

    2.75%       4.00     3.55%      

3.0.%,   

3.5% &

4.4%   

 

 

 

Percentage of increase in health care costs for the coming year

    4.20     11.35         3.57%       11.00         3.87%       10.50    

Year to which this level will be maintained

    N/A       2017           N/A         2028           N/A         2029      

Rate of increase of pensions

        3.83     1.60%             3.83%       1.60%               3.47%       1.60%     

Employee turnover rate*

          0.0%-1.88%               0.0%-1.72%                 0.0%-1.51%  
*

Depending on years of service

Biometric

 

Puerto Rico:   
Mortality:    RP 2014, MSS 2018 Tables.
Disability:    1985 Pension Disability Table
Brazil:   
Mortality:    2000 Basic AT Table for gender
Disability for assets:    UP 84 modified table for gender
Disability retirement:    80 CSO Code Table
Rotation:    Probability of leaving the Company other than death, Disability and retirement is zero

 

F-70


Table of Contents

Europe

Life expectancy in Austria is base on “AVÖ 2018-P – Rechnungsgrundlagen für die Pensionsversicherung – Pagler & Pagler” (2017: “AVÖ 2008-P – Rechnungsgrundlagen für die Pensionsversicherung – Pagler & Pagler”).

 

Telmex   
Mortality:    Mexican 2000 (CNSF) adjusted
Disability:    Mexican Social Security adjusted by Telmex experience
Turnover:    Telmex experience
Retirement:    Telmex experience

For the year ended December 31, 2018, the Company conducted a sensitivity analysis on the most significant variables that affect the DBO, simulating independently, reasonable changes to roughly 100 basis points in each of these variables. The increase (decrease) would have resulted in the DBO pension and other benefits at December 31, 2018 are as follows:

 

     -100 points     +100 points  

Discount rate

   Ps. 37,185,664     Ps. (38,604,684

Health care cost trend rate

   Ps. (651,697   Ps. 761,278  

Telmex Plans

Part of the Telmex´s employees are covered under defined benefit pension plans and seniority premiums. Pension benefits and seniority premiums are determined on the basis of compensation received by the employees in their final year of employment, their seniority, and their age at the time of retirement. Telmex has set up an irrevocable trust fund to finance these employee benefits and has adopted the policy of making contributions to such fund when it is considered necessary.

Defined benefits plan in Austria

Telekom Austria Group provides defined benefits for certain former employees in Austria. All such employees are retired and were employed prior to January 1, 1975. This unfunded plan provides benefits based on a percentage of salary and years employed, not exceeding 80% of the salary before retirement, and taking into consideration the pension provided by the social security system. Telekom Austria Group is exposed to the risk of development of life expectancy and inflation because the benefits from pension plans are lifetime benefits. Furthermore, approximately 7% of the pension benefit obligations at December 31, 2018 relate to the employees of the company Akenes in Lausanne, acquired in 2017.

Service awards in Austria

Civil servants and certain employees (together ‘employees’) are eligible to receive service awards. Under these plans, eligible employees receive a cash bonus of two months’ salary after 25 years of service and four months’ salary after 40 years of service. Employees with at least 35 years of service when retiring (at the age of 65) or who are retiring based on specific legal regulations are eligible to receive four monthly salaries. The compensation is accrued as earned over the period of service, taking into account the employee turnover rate. The risk Telekom Austria Group is exposed to is mainly the risk of development of salary increases and changes of interest rates.

Severance in Austria

Employees starting to work for Telekom Austria Group in Austria on or after 1 January 2003 are covered by a defined contribution plan. Telekom Austria Group paid Ps. 46,084 and Ps. 53,755 (1.53% of the salary) into this defined contribution plan (BAWAG Allianz Mitarbeitervorsorgekasse AG) in 2017 and 2018, respectively.

Severance benefit obligations for employees hired before 1 January 2003, excluding civil servants, are covered by defined benefit plans. Upon termination by Telekom Austria Group or retirement, eligible employees receive severance payments

 

F-71


Table of Contents

equal to a multiple of their monthly compensation which comprises fixed compensation plus variable elements such as overtime or bonuses. Maximum severance is equal to a multiple of twelve times the eligible monthly compensation. In case of death, the heirs of eligible employees receive 50% of the severance benefits. Telekom Austria Group is exposed to the risk of development of salary increases and changes of interest rates.

b) The defined contribution plans (DCP)

Brazil

Claro makes contributions to the DCP through Embratel Social Security Fund—Telos. Contributions are computed based on the salaries of the employees, who decide on the percentage of their contributions to the plan (participants enrolled before October 31st, 2014 is from 3% to 8% and, for those subscribed after that date, the contribution is from 1% to 7% of their salaries). Claro contributes the same percentage as the employee, capped at 8% of the participant’s balance for the employees that are eligible to participate in this plan.

The unfunded liability represents Claro’s obligation for those participants that migrated from the DBP to the DCP. This liability is being paid over a term of 20 years as of January 1, 1999. Unpaid balances are adjusted monthly based on the yield of the asset portfolio at that date and is increased based on the General Price Index of Brazil plus 6 percentage points per year.

At December 31, 2017 and 2018, the balance of the DCP liability was Ps. 136,402 and Ps. 92,238, respectively.

For the years ended December 31, 2016, 2017 and 2018 the cost (income) of labor were Ps. (935), Ps. 374 and Ps. 2,377, respectively.

Europe

In Austria, pension benefits are generally provided by the social security system, for employees, and by the government, for civil servants. The contributions of 12.55% that A1 Telekom Austria Group made in 2017 and 2018 to the social security system and the government in Austria, amount to Ps. 1,309,157 and Ps.1,420,446, respectively. Contributions of the foreign subsidiaries into the respective systems range between 7% and 29% and amount to Ps. 453,641 and Ps. 518,607 in 2017 and 2018, respectively.

Additionally, Telekom Austria Group sponsors a defined contribution plan for employees of some of its Austrian subsidiaries. Telekom Austria Group’s contributions to this plan are based on a percentage of the compensation not exceeding 5%. The annual expenses for this plan amounted to Ps. 258,891, Ps. 256,507 and Ps. 272,453 in 2016, 2017 and 2018, respectively.

As of December 31, 2017 and 2018 the liability related to this defined contribution plan amounted to Ps. 120,892 and Ps. 116,244, respectively.

Other countries

For the rest of the countries where the Company operates and that do not have defined benefit plans or defined contribution plans, the Company makes contributions to the respective governmental social security agencies which are recognized in results of operations as they are incurred.

 

F-72


Table of Contents

Long- term direct employee benefits

 

    Balance at
December 31,
2016
                Applications     Balance at
December 31,
2017
 
    Effect of
translation
    Increase of
the year
    Payments     Reversals  

Long-term direct employee benefits

  Ps.  11,251,499     Ps.  795,581     Ps.  771,274     Ps.  (2,077,632   Ps.  (582,686   Ps.  10,158,036  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Balance at
December 31,
2017
                Applications     Balance at
December 31,
2018
 
    Effect of
translation
    Increase of
the year
    Payments     Reversals  

Long-term direct employee benefits

  Ps. 10,158,036     Ps. (493,795   Ps. 1,750,831     Ps. (2,079,880   Ps. (1,223,414   Ps. 8,111,778  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

In 2008, a comprehensive restructuring program was initiated in the segment Austria. The provision for restructuring includes future compensation of employees who will no longer provide services for Telekom Austria Group but who cannot be laid off due to their status as civil servants. These employment contracts are onerous contracts under IAS 37, as the unavoidable cost related to the contractual obligation exceeds the future economic benefit. The restructuring program also includes social plans for employees whose employments will be terminated in a socially responsible way. In 2009 and every year from 2011 to 2018, new social plans were initiated which provide for early retirement, special severance packages and golden handshake options. Due to their nature as termination benefits, these social plans are accounted for according to IAS 19.

18. Financial Assets and Liabilities

Set out below is the categorization of the financial instruments, excluding cash and cash equivalents, held by the Company as of December 31, 2017 and 2018:

 

     December 31, 2017  
     Loans and
Receivables
     Fair value
through
profit or loss
     Fair value
through OCI
 

Financial Assets:

        

Equity investments at fair value through OCI and other short term investments

   Ps. 12,438,019      Ps.  —        Ps.  46,682,657  

Accounts receivable from subscribers, distributors, contractual assets and other

     163,085,537        —          —    

Related parties

     868,230        —          —    

Derivative financial instruments

     —          8,037,384        —    
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  176,391,786      Ps.  8,037,384      Ps.  46,682,657  
  

 

 

    

 

 

    

 

 

 

Financial Liabilities:

        

Debt

   Ps.  697,884,899      Ps. —        Ps.  —    

Accounts payable

     212,673,407        —          —    

Related parties

     2,540,412        —          —    

Derivative financial instruments

     —          14,359,460        —    
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  913,098,718      Ps.  14,359,460      Ps. —    
  

 

 

    

 

 

    

 

 

 

 

F-73


Table of Contents
     December 31, 2018  
     Loans and
Receivables
     Fair value
through
profit or loss
     Fair value
through OCI
 

Financial Assets:

        

Equity investments at fair value through OCI and other short term investments

   Ps.  9,987,851      Ps. —        Ps.  39,028,083  

Accounts receivable from subscribers, distributors, contractual assets and other

     185,202,494        —          —    

Related parties

     1,263,605        —          —    

Derivative financial instruments

     —          5,287,548        —    
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  196,453,950      Ps.  5,287,548      Ps.  39,028,083  
  

 

 

    

 

 

    

 

 

 

Financial Liabilities:

        

Debt

   Ps.  638,922,453      Ps. —        Ps. —    

Accounts payable

     221,957,267        —          —    

Related parties

     2,974,213        —          —    

Derivative financial instruments

     —          17,107,579        —    
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  863,853,933      Ps.  17,107,579      Ps. —    
  

 

 

    

 

 

    

 

 

 

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 statements of financial position at December 31, 2017 and 2018 is as follows:

 

     Measurement of fair value at December 31, 2017  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Equity investments at fair value through OCI and other short-term investments

   Ps.  46,682,657      Ps.  12,438,019      Ps.  —      Ps.  59,120,676  

Derivative financial instruments

     —          8,037,384        —          8,037,384  

Pension plan assets

     218,518,358        9,039,270        130,976        227,688,604  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps.  265,201,015      Ps.  29,514,673      Ps.  130,976      Ps.  294,846,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Debt

   Ps.  691,769,785      Ps.  63,147,153      Ps.  —      Ps.  754,916,938  

Derivative financial instruments

     —          14,359,460        —          14,359,460  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps.  691,769,785      Ps.  77,506,613      Ps.  —      Ps.  769,276,398  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-74


Table of Contents
     Measurement of fair value at December 31, 2018  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Equity investments at fair value through OCI and other short-term investments

   Ps.  39,028,083      Ps. 9,987,851      Ps. —        Ps. 49,015,934  

Derivative financial instruments

     —          5,287,548        —          5,287,548  

Pension plan assets

     186,557,731        17,096,344        17,047        203,671,122  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps.  225,585,814      Ps.  32,371,743      Ps.  17,047      Ps.  257,974,604  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Debt

   Ps.  594,713,342      Ps.  99,723,251      Ps. —      Ps. 694,436,593  

Derivative financial instruments

        17,107,579        —          17,107,579  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps.  594,713,342      Ps.  116,830,830      Ps. —      Ps. 711,544,172  
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair value of derivative financial instruments is valued using valuation techniques with market observable inputs. To determine its Level 2 fair value, the Company applies different valuation techniques including forward pricing and swaps models, using present value calculations. The models incorporate various inputs including credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves. Fair value of debt Level 2 has been determined using a model based on present value calculation incorporating credit quality of AMX. The Company’s investment in equity investments at fair value, specifically the investment in KPN, is valued using the quoted prices (unadjusted) in active markets for identical assets. The net realized gain related to derivative financial instruments for the years ended December 31, 2017 and 2018 was Ps. 1,515,668 and Ps. 5,286,290, respectively.

For the years ended December 31, 2016, 2017 and 2018, no transfers were made between Level 1 and Level 2 fair value measurement hierarchies.

Changes in liabilities arising from financing activities

 

    At January 1,
2017
    Cash flow     Foreign currency
exchange and
other
    At December 31,
2017
 

Total liabilities from financing activities

  Ps. 707,801,403     Ps. (27,433,489   Ps. 17,516,985     Ps. 697,884,899  
 

 

 

   

 

 

   

 

 

   

 

 

 
    At January 1,
2018
    Cash flow     Foreign currency
exchange and
other
    At December 31,
2018
 

Total liabilities from financing activities

  Ps.  697,884,899     Ps.  (34,050,923   Ps.  (24,911,523   Ps.  638,922,453  
 

 

 

   

 

 

   

 

 

   

 

 

 

19. Shareholders’ Equity

a) Pursuant to the Company’s bylaws, the capital stock of the Company consists of a minimum fixed portion of Ps. $270,049 (nominal amount), represented by a total of 71,063,212,170 shares (including treasury shares available for placement in accordance with the provisions of the Ley del Mercado de Valores), of which (i) 20,601,632,660 are “AA” shares (full voting rights); (ii) 558,677,704 are “A” shares (full voting rights); and (iii) 49,902,901,806 are “L” shares (limited voting rights).

b) As of December 31, 2018 and 2017, the Company’s capital structure was represented by 66,034,792,526 (20,601,632,660 “AA” shares, 546,112,938 “A” shares and 44,887,046,928 “L” shares), and 66,069,035,539 (20,601,632,660 “AA” shares, 566,661,526 “A” shares and 44,900,741,353 “L” shares), respectively, not including treasury shares.

 

F-75


Table of Contents

c) As of December 31, 2018 and 2017, 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 5,028,419,644 shares (5,028,399,396 “L” shares and 20,248 “A” shares); and 29,420,688,657 shares (29,419,120,359 “L” shares and 1,568,298 “A” shares), respectively, all acquired pursuant to the Company’s share repurchase program.

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 “L” shares holders are entitled to vote are the following: extension of the Company´s corporate life, dissolution of the Company, change of Company’s corporate purpose, change of nationality of the Company, transformation of the Company, a merger with another company, any transaction representing 20% or more of the Company’s consolidated assets, as well as the cancellation of the inscription of the shares issued by the Company at 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. 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 shall also 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.

“A” shares, which may be freely subscribed, must not represent more than 19.6% of capital stock and must not exceed 49% of the common shares representing such capital. Common shares (entitled to full voting rights, represented by “AA” and “A” shares), must represent no more than 51% of the Company’s capital stock.

Lastly, “L” shares which have limited voting rights and may be freely subscribed may not exceed, along with “A” shares, 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

On April 16, 2018, the Company’s shareholders approved, among other resolutions, the payment of a dividend of Ps. $0.32 (thirty-two peso cents) per share to each of the shares series of its capital stock “AA”, “A” and “L”. Such dividend was paid in two installments of Ps. $0.16 (sixteen peso cents) each, on July 16 and November 12, 2018 respectively.

On April 5, 2017, the Company’s shareholders approved, among other resolutions, the payment of a dividend of Ps. $0.30 (thirty peso cents) per share to each of the shares series of its capital stock “AA”, “A” and “L”, such dividend was payable, at each share holders’ election, in cash, “L” series shares or a combination thereof, in two installments of Ps. $0.15 (fifteen peso cents) each, on July 17 and November 13, 2017 respectively. As a result of the shareholders elections, on July 17, 2017 and November 13, 2017, AMX placed into circulation 325,264,125 and 16,905,414 series “L” shares, respectively.

Legal Reserve

According to the Ley General de Sociedades Mercantiles, companies must allocate from the net profit of each year, at least 5% to increase the legal reserve until it reaches 20% of its capital stock. This reserve may not be distributed to shareholders during the existence of the Company, except as a stock dividend. As of December 31, 2018 and 2017, the legal reserve amounted Ps. 358,440.

 

F-76


Table of Contents

Restrictions on Certain Transactions

Pursuant to the Company’s bylaws any transfer of more than 10% of the full voting shares (“A” shares and “AA” shares), effected in one or more transactions by any person or group of persons acting in concert, requires prior approval by our Board of Directors. If the Board of Directors denies such approval, however, the Company bylaws require it to designate an alternate transferee, who must pay market price for the shares as quoted on the Bolsa Mexicana de Valores, S.A.B. de C.V.

Payment of Dividends

Dividends, either in cash or in kind, paid with respect to the “A” Shares, “L” Shares, “A” Share ADSs or “L” Share ADSs will generally be subject to a 10% Mexican withholding tax (provided that no Mexican withholding tax will apply to distributions of net taxable profits generated before 2015). Nonresident holders could be subject to a lower tax rate, to the extent that they are eligible for benefits under an income tax treaty to which Mexico is a party.

Earnings per Share

The following table shows the computation of the basic and diluted earnings per share:

 

     For the years ended December 31,  
     2016      2017      2018  

Net profit for the period attributable
to equity holders of the parent

   Ps.  8,649,427      Ps.  29,325,921      Ps.  52,566,197  

Weighted average shares (in millions)

     65,693        65,909        66,055  
  

 

 

    

 

 

    

 

 

 

Earnings per share attributable to
equity holders of the parent

     0.13        0.44        0.79  
  

 

 

    

 

 

    

 

 

 

Subordinated Perpetual Fixed Rate Bond

On January 3, 2018, the Company decided to call and redeem the Telekom Austria subordinated perpetual Fixed Rate Bond (hybrid bond) amounting to 600 million of Euros, according to the terms and conditions of the bond, at its nominal value plus all interest on February 1, 2018, the first call date. The Company paid an amount of Ps 13,440,120.

20. Components of other comprehensive (loss) income

The movement on the components of the other comprehensive (loss) income for the years ended December 31, 2016, 2017 and 2018 is as follows:

 

    For the years ended December 31,  
    2016     2017     2018  

Controlling interest:

     

Valuation of the derivative financial instruments, net of deferred taxes

  Ps. 48,496     Ps. 12,292     Ps. —    

Unrealized (loss) gain on equity investments at fair value, net of deferred taxes

    (6,673,731     622,424       (3,765,688

Translation effect of foreign entities

    104,178,880       (21,683,333     (61,223,458

Remeasurement of defined benefit plan, net of deferred taxes

    14,771,770       (7,075,606     652,722  

Non-controlling interest of the items above

    3,322,090       3,402,973       (2,986,018
 

 

 

   

 

 

   

 

 

 

Other comprehensive (loss) income

  Ps.  115,647,505     Ps.  (24,721,250   Ps.  (67,322,442
 

 

 

   

 

 

   

 

 

 

 

F-77


Table of Contents

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

For the years ended December 31, 2016, 2017 and 2018, valuation of derivatives and other financial items are as follows:

 

     For the years ended December 31,  
     2016     2017     2018  

Controlling interest:

      

(Loss) gain in valuation of derivatives, net

   Ps. (9,622,233   Ps. 8,192,567     Ps. (4,686,407

Capitalized interest expense (Note 10 d)

     2,861,307       2,875,034       2,020,288  

Commissions

     (2,034,972     (1,263,701     (1,901,473

Interest cost of labor obligations (Note 17)

     (9,178,513     (8,722,611     (9,968,526

Interest expense on taxes

     (245,922     (1,503,981     (555,921

Dividend received (Note 4)

     5,740,092       2,385,559       2,605,333  

Gain on net monetary positions (Note 2i, c)

     —         —         4,429,145  

Other financial cost

     (3,745,600     (3,906,627     (2,118,755
  

 

 

   

 

 

   

 

 

 

Total

   Ps.  (16,225,841   Ps.  (1,943,760   Ps.   (10,176,316
  

 

 

   

 

 

   

 

 

 

22. Segments

América Móvil operates in different countries. As mentioned in Note 1, the Company has operations in Mexico, Guatemala, Nicaragua, Ecuador, El Salvador, Costa Rica, Brazil, Argentina, Colombia, United States, Honduras, Chile, Peru, Paraguay, Uruguay, Dominican Republic, Puerto Rico, Panama, Austria, Croatia, Bulgaria, Belarus, Macedonian, Serbia and Slovenia. The accounting policies for the segments are the same as those described in Note 2.

The Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), analyzes the financial and operating information by operating segment. All operating segments that (i) represent more than 10% of consolidated revenues, (ii) more than the absolute amount of its reported 10% of profits before income tax or (iii) more than 10% of consolidated assets, are presented separately.

The Company presents the following reportable segments for the purposes of its consolidated financial statements: Mexico (includes Telcel and Corporate operations and assets), Telmex (Mexico), Brazil, Southern Cone (includes Argentina, Chile, Paraguay and Uruguay), Central America (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 segment Southern Cone comprises mobile communication services in Argentina as well as Chile, Paraguay and Uruguay. In 2018, hyperinflation accounting in accordance with IAS 29 was initially applied to Argentina, which results in the restatement of non-monetary assets, liabilities and all items of the statements of comprehensive income for the change in a general price index and the translation of these items applying the year-end exchange rate. In accordance with IFRS comparative amounts for 2016 and 2017 were not restated.

The Company considers that the quantitative and qualitative aspects of any aggregated operating segments (that is, Central America and Caribbean reportable 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 statements 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 of telecom companies, (vi) inflation trends, and (vii) currency trends.

 

F-78


Table of Contents
    Mexico     Telmex     Brazil     Southern Cone     Colombia     Andean     Central
America
    U.S.A.     Caribbean     Europe     Eliminations     Consolidated
total
 

At December 31 2016 (in Ps.):

                       

External revenues

    187,127,903       93,343,612       193,796,237       71,553,356       67,330,768       55,825,972       42,131,666       140,856,365       36,467,781       86,978,828       —         975,412,488  

Intersegment revenues

    16,438,858       8,872,248       3,560,388       776,719       257,767       304,834       289,465       —         30,210       —         (30,530,489     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    203,566,761       102,215,860       197,356,625       72,330,075       67,588,535       56,130,806       42,421,131       140,856,365       36,497,991       86,978,828       (30,530,489     975,412,488  

Depreciation and amortization

    16,451,496       17,150,013       47,170,935       9,739,634       11,283,749       7,764,474       10,474,681       1,073,623       5,225,498       22,525,050       (333,232     148,525,921  

Operating income

    48,219,505       12,275,892       6,325,323       8,317,053       11,209,959       6,086,638       3,830,974       1,220,601       6,143,183       5,388,595       592,587       109,610,310  

Interest income

    28,659,372       303,915       3,747,684       2,649,539       104,304       944,945       462,779       239,797       691,132       286,784       (33,897,656     4,192,595  

Interest expense

    32,004,944       1,135,552       22,970,335       5,049,457       1,079,989       1,147,380       411,597       —         143,322       2,953,033       (33,033,597     33,862,012  

Income tax

    2,502,242       921,803       (4,294,040     2,021,090       4,456,750       1,768,066       3,291,776       767,295       2,542,080       (2,578,206     —         11,398,856  

Equity interest in net income
(loss) of associated companies

    67,472       116,368       (270     (23,319     —         —         171       —         —         29,528       —         189,950  

Net profit (loss) attributable

to equity holders of the parent

    378,150       902,282       (10,357,493     3,765,015       4,022,633       3,621,863       538,890       987,790       3,318,960       7,065,769       (5,594,432     8,649,427  

Assets by segment

    1,070,598,204       161,133,722       461,831,754       140,617,162       103,361,235       113,839,981       80,832,029       42,812,349       93,941,695       227,288,156       (981,214,013     1,515,042,274  

Plant, property and equipment, net

    64,893,242       112,220,236       203,270,555       67,023,143       59,690,886       37,716,772       41,808,573       1,949,166       33,854,428       78,763,065       —         701,190,066  

Goodwill

    27,186,328       213,926       26,106,622       3,006,448       14,659,891       5,948,335       5,652,268       3,464,217       14,186,723       52,207,877       —         152,632,635  

Trademarks, net

    615,318       307,881       366,727       —         194       —         —         788,228       284,665       10,203,880       —         12,566,893  

Licenses and rights, net

    5,887,092       42,867       41,496,209       8,760,860       4,603,793       12,882,210       3,993,120       —         7,694,798       30,670,315       —         116,031,264  

Investment in associated companies

    7,605,220       2,218,824       699       81,284       470       —         17,390       —         —         1,072,778       (7,393,181     3,603,484  

Liabilities by segments

    798,044,609       117,663,161       349,915,118       124,149,687       40,811,337       52,949,608       38,095,161       41,369,767       44,790,656       121,928,202       (485,698,799     1,244,018,507  

At December 31, 2017 (in Ps.):

                       

External revenues

    190,022,612       89,731,238       210,536,673       81,092,885       72,435,460       56,393,595       44,094,835       148,589,487       35,092,578       93,644,172       —         1,021,633,535  

Intersegment revenues

    16,748,428       8,753,525       4,785,601       1,250,983       304,555       177,856       187,086       44       122,656       —         (32,330,734     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    206,771,040       98,484,763       215,322,274       82,343,868       72,740,015       56,571,451       44,281,921       148,589,531       35,215,234       93,644,172       (32,330,734     1,021,633,535  

Depreciation and amortization

    17,030,251       18,902,238       51,486,652       10,639,591       12,373,790       8,328,705       9,668,439       1,594,727       5,349,757       25,222,962       (422,170     160,174,942  

Operating income (loss)

    50,666,028       7,921,524       11,601,369       11,676,427       (4,704,165     5,650,477       5,252,401       2,915,123       4,752,168       4,523,857       (111,906     100,143,303  

Interest income

    30,083,437       619,748       3,792,242       2,884,613       211,521       1,793,974       1,064,992       394,196       1,111,980       307,021       (39,338,076     2,925,648  

Interest expense

    32,185,868       1,028,593       23,578,083       4,637,989       1,955,688       1,573,929       485,684       —         377,727       2,035,716       (37,558,496     30,300,781  

Income tax

    18,142,482       387,145       (2,991,377     3,535,302       (1,874,594     1,806,085       2,025,618       1,803,555       3,529,253       (1,417,358     (4,600     24,941,511  

Equity interest in net income (loss) of associated companies

    99,044       16,564       (232     (9,801     —         —         —         —         —         (14,190     —         91,385  

Net profit (loss) attributable

to equity holders of the parent

    26,321,442       184,387       (6,617,381     4,421,938       (6,209,530     1,595,382       3,713,301       1,793,875       1,262,073       5,656,132       (2,795,698     29,325,921  

Assets by segment

    1,033,036,406       170,402,561       428,281,963       133,136,177       108,362,023       113,478,626       81,529,691       40,761,830       88,672,466       203,858,243       (915,308,134     1,486,211,852  

Plant, property and equipment,

net

    59,137,555       109,713,770       187,459,628       69,006,093       57,060,931       35,930,966       39,050,481       1,693,642       32,173,524       85,116,608       —         676,343,198  

Goodwill

    27,102,384       213,926       24,708,739       3,073,444       13,981,033       6,113,495       5,597,990       3,341,956       14,186,723       53,143,542       —         151,463,232  

Trademarks, net

    406,723       274,786       246,557       —         —         —         —         631,024       262,641       8,116,076       —         9,937,807  

Licenses and rights, net

    11,457,720       13,175       35,662,305       8,885,086       4,197,498       11,295,202       3,376,106       —         7,276,039       31,141,255       —         113,304,386  

Investment in associated

companies

    469,662       546,872       640       63,110       451       —         16,999       —         —         806,950       1,830,488       3,735,172  

Liabilities by segments

    794,598,013       133,428,178       322,620,030       119,123,646       54,756,152       48,656,628       35,501,900       38,249,957       43,978,410       119,240,533       (484,575,112     1,225,578,335  

 

F-79


Table of Contents

At December 31, 2018 (in Ps.):

                       

External revenues

    207,610,244       86,339,289       188,712,666       89,149,978       75,460,428       55,633,192       44,883,585       153,266,315       36,435,541       100,716,443       —         1,038,207,681  

Intersegment revenues

    16,946,543       9,741,908       4,593,760       13,200,358       344,517       154,082       149,445       —         204,294       —         (45,334,907     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    224,556,787       96,081,197       193,306,426       102,350,336       75,804,945       55,787,274       45,033,030       153,266,315       36,639,835       100,716,443       (45,334,907     1,038,207,681  

Depreciation and amortization

    17,619,342       18,358,248       42,857,751       13,526,361       13,464,867       8,516,960       8,940,655       1,545,395       5,036,831       26,838,972       (992,802     155,712,580  

Operating income (loss)

    57,450,599       8,085,764       23,494,903       16,975,797       14,388,552       5,003,915       4,867,763       2,665,270       5,811,846       4,731,562       (3,918,800     139,557,171  

Interest income

    26,578,280       420,380       11,303,888       2,251,474       1,013,839       1,666,879       1,566,086       559,548       1,458,874       122,133       (36,295,212     10,646,169  

Interest expense

    32,526,258       1,153,913       20,377,191       4,338,941       2,913,881       1,719,663       509,081             561,867       1,973,431       (34,302,793     31,771,433  

Income tax

    28,842,505       643,377       4,026,444       1,390,039       2,251,877       2,498,666       2,533,600       810,898       2,774,204       707,093       (1,624     46,477,079  

Equity interest in net income (loss) of associated companies

    (5,962     44,965       (152     (20,871     —         —         —         —         —         (17,713     —         267  

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

    23,185,029       (2,201,572     3,530,653       6,065,703       9,165,801       1,730,933       2,821,733       2,820,505       3,644,697       3,809,694       (2,006,979     52,566,197  

Assets by segment

    970,564,314       174,461,398       390,791,480       127,946,573       111,975,598       96,347,779       81,640,157       38,814,907       102,531,547       186,135,358       (851,985,719     1,429,223,392  

Plant, property and equipment, net

    56,056,634       103,737,293       173,197,708       62,988,635       51,422,548       35,800,477       37,146,601       1,356,237       38,011,242       80,421,642       (138,297     640,000,720  

Goodwill

    27,104,632       215,381       21,388,124       2,796,759       12,770,380       5,242,365       5,466,871       3,328,533       14,186,723       53,066,729       —         145,566,497  

Trademarks, net

    227,774       243,556       124,910       —         —         —         —         507,033       249,984       3,313,948       —         4,667,205  

Licenses and rights, net

    10,573,147       —         25,873,910       12,555,496       3,400,235       9,651,582       3,605,416       —         10,294,336       27,344,273       —         103,298,395  

Investment in associated companies

    5,621,661       563,667       543       20,697       412       —         24,262       —         —         748,674       (3,847,209     3,132,707  

Liabilities by segments

    748,965,728       136,993,838       298,308,084       94,550,901       56,211,438       50,064,761       28,592,953       35,552,678       58,716,154       117,214,746       (441,820,311     1,183,350,970  

 

F-80


Table of Contents

23. Recently Issued Accounting Standards

New standards, amendments and interpretations not yet effective

The estimated impact and evaluation of the recently issued accounting standards not yet in effect as of December 31, 2018 are as follow:

IFRS 16, Leases

In January 2016, the IASB issued the new accounting standard, IFRS 16 Leases. The fundamental changes in this new standard affect the lessees’ recognition of leases in the financial statements. Generally, all leases have to be recognized based on the “right of use approach”.

IFRS 16 replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases- Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.

Lessor accounting under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.

IFRS 16, which is effective for annual periods beginning on January 1, 2019, requires lessees and lessors to make more extensive disclosures than under IAS 17.

Transition to IFRS 16

The Company will adopt the IFRS 16 using the modified retrospectively method with the date of initial applications on January 1, 2019. Moreover, the Company will apply the new requirements regarding IFRS 16 to all contracts identified as leases under the current accounting standard and reassessed all services, in order to identify lease components or an implicit accounting lease within these contracts.

The Company will elect to use the exemptions applicable to the standard on lease contracts for which the lease terms ends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is of low value. The Company has leases of certain office equipment (i.e., personal computers, printing and photocopying machines, mainly) that are considered low value assets.

The Company identified a significant number of lease assets such as towers, physical facilities (office buildings, stores and sites, mainly), circuits, among others. The implementation of IFRS 16 required a significant effort due to the fact of the need to make certain estimates, such as the leases term, based on the non-cancelable period and the periods covered by options to extend the lease. AMX extended the lease terms beyond the non-cancelable period only when it was reasonably certain to extend it. The reasonability of the extension is affected on several factors, such as regulation, business model, and geographical business strategies.

 

F-81


Table of Contents

AMX expects that the changes in the implementation of IFRS 16 will have a significant impact on its financial statements from the date of adoption. The Company expects that the opening balances at the date of initial application will increase in right of use assets and lease liabilities between Ps.113,000,000 and Ps.132,000,000 without a material impact in equity.

Estimated initial impact are based on the assessment conducted to date and could have a difference because of the lease borrowing rate and the volume of contracts considered in the implementation process. The new accounting policies will not be final until the Company presents its first financial statements subsequent to the effective date of IFRS 16.

IFRS 17 Insurance Contracts

In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts (IFRS 4) that was issued in 2005. IFRS 17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. A few scope exceptions will apply. The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers. In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies, IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects. The core of IFRS 17 is the general model, supplemented by:

 

   

A specific adaptation for contracts with direct participation features (the variable fee approach)

 

   

A simplified approach (the premium allocation approach) mainly for short-duration contracts

IFRS 17 is effective for reporting periods beginning on or after 1 January 2021, with comparative figures required.

Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17.

The company is evaluating the effects, however, it does not expect the adoption of this standard to have a significant impact.

IFRIC Interpretation 23 Uncertainty over Income Tax Treatment

The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments.

The Interpretation specifically addresses the following:

 

   

Whether an entity considers uncertain tax treatments separately

 

   

The assumptions an entity makes about the examination of tax treatments by taxation authorities

 

   

How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

 

   

How an entity considers changes in facts and circumstances

An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be

 

F-82


Table of Contents

followed. The interpretation is effective for annual reporting periods beginning on or after 1 January 2019, but certain transition reliefs are available. The Company will apply the interpretation from its effective date. The Company will establish the processes and procedures to obtain the necessary information to apply the Interpretation in a timely manner.

The company estimates that the adoption of this standard will not have a significant impact on its consolidated financial statements.

Amendments to IFRS 9: Prepayment Features with Negative Compensation

Under IFRS 9, a debt instrument can be measured at amortized cost or at fair value through other comprehensive income, provided that the contractual cash flows are ‘solely payments of principal and interest on the principal amount outstanding’ (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to IFRS 9 clarify that a financial asset passes the SPPI criterion regardless of the event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract.

The amendments should be applied retrospectively and are effective from 1 January 2019, with earlier application permitted. These amendments have no impact on the consolidated financial statements of the Company.

Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

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. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Company will apply these amendments when they become effective.

Amendments to IAS 19: Plan Amendment, Curtailment or Settlement

The amendments to IAS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to:

 

   

Determine current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event.

 

   

Determine net interest for the remainder of the period after the plan amendment, curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event; and the discount rate used to remeasure that net defined benefit liability (asset).

The amendments also clarify that an entity first determines any past service cost, or a gain or loss on settlement, without considering the effect of the asset ceiling. This amount is recognized in profit or loss.

An entity then determines the effect of the asset ceiling after the plan amendment, curtailment or settlement. Any change in that effect, excluding amounts included in the net interest, is recognized in other comprehensive income.

 

F-83


Table of Contents

The amendments apply to plan amendments, curtailments, or settlements occurring on or after the beginning of the first annual reporting period that begins on or after 1 January 2019, with early application permitted. These amendments will apply only to any future plan amendments, curtailments, or settlements of the Company.

Amendments to IAS 28: Long-term interests in associates and joint ventures

The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). This clarification is relevant because it implies that the expected credit loss model in IFRS 9 applies to such long-term interests.

The amendments also clarified that, in applying IFRS 9, an entity does not take account of any losses of the associate or joint venture, or any impairment losses on the net investment, recognized as adjustments to the net investment in the associate or joint venture that arise from applying IAS 28 Investments in Associates and Joint Ventures.

The amendments should be applied retrospectively and are effective from 1 January 2019, with early application permitted. Since the Company does not have such long-term interests in its associate and joint venture, the amendments will not have an impact on its consolidated financial statements.

Annual Improvements 2015-2017 Cycle (issued in December 2017)

These improvements include:

• IFRS 3 Business Combinations

The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation.

An entity applies those amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted.

These amendments will apply on future business combinations of the Company.

• IFRS 11 Joint Arrangements

A party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined in IFRS 3. The amendments clarify that the previously held interests in that joint operation are not remeasured.

An entity applies those amendments to transactions in which it obtains joint control on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted. These amendments are currently not applicable to the Company but may apply to future transactions.

• IAS 12 Income Taxes

The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognizes the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.

 

F-84


Table of Contents

An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019, with early application is permitted. When an entity first applies those amendments, it applies them to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period. Since the Company´s current practice is in line with these amendments, the Company does not expect any effect on its consolidated financial statements.

• IAS 23 Borrowing Costs

The amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete.

An entity applies those amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. Since the Company´s current practice is in line with these amendments, the Company does not expect any effect on its consolidated financial statements.

24. Subsequent Events

(a) On January 24, 2019, the Company acquired from Telefónica S.A. and certain of its affiliates (“Telefónica”), 100% of Telefónica Móviles Guatemala, S.A. (“Telefónica Guatemala”), and has entered into an agreement to acquire 99.3% of Telefónica Móviles El Salvador, S.A. de C.V. (“Telefónica El Salvador”). The Telefónica Guatemala acquisition has been completed on this date. The completion of the acquisition of Telefónica El Salvador is subject to certain customary closing conditions, including regulatory approval. The purchase price paid for Telefónica Guatemala was Ps. 6,326,068 (US$333,000 ). The agreed upon purchase price for Telefónica El Salvador is Ps. 5,984,118 (US$315,000). The acquired companies provide mobile and fixed telecommunications services, including voice, data and Pay TV in El Salvador and Guatemala.

(b) On March 18, 2019, the Company announced that it has entered into an agreement to acquire from NII Holdings, Inc. and certain of its affiliates (“NII”) and AI Brazil Holdings B.V. 100% of Nextel Telecomunicações Ltda. (“Nextel Brazil”).

The completion of the acquisition is subject to certain customary closing conditions, including regulatory approval from Agência Nacional de Telecomunicações — Anatel and Conselho Administrativo de Defesa Econômica — CADE. The transaction is also subject to the approval at a stockholders meeting of NII shareholders holding a majority of the outstanding shares of NII. The agreed purchase price for Nextel Brazil is Ps. 17,487,578 (US$905,000) on a cash free / debt free basis.

Nextel Brazil provides nationwide mobile telecommunications services.

25. Supplemental Guarantor Information

Condensed Consolidating Financial Information

The following consolidating information presents condensed consolidating statements of financial position as of December 31, 2017 and 2018 and condensed consolidating statements of comprehensive income and cash flows for each of the three years in the period ended December 31, 2018 of the Company and Telcel (the “wholly-owned Guarantor Subsidiary”). The unconsolidated financial statements of América Móvil and Telcel reflect their investments in subsidiaries on the basis of the equity method. These unconsolidated entities are the Guarantors of most of América Móvil’s consolidated obligations. The guarantees of the Guarantor are full and unconditional.

 

F-85


Table of Contents

The Company’s consolidating condensed financial information for the (i) Company; (ii) its wholly-owned guarantor subsidiary Telcel (on standalone basis), which is a wholly and unconditional guarantor under the Senior Notes; (iii) the combined non-guarantor subsidiaries; iv) eliminations and v) the Company’s consolidated financial statements are as follows:

Condensed consolidating statements of financial position

 

     As of December 31, 2017  
     Parent     Wholly-owned
Guarantor

Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Assets:

 

Cash and cash equivalents

   Ps. 7,018,559     Ps. 3,553,352     Ps. 13,698,562     Ps. —       Ps. 24,270,473  

Equity investments at fair value through OCI and other short-term investments

     10,303,535       —         48,817,141       —         59,120,676  

Accounts receivable and derivative financial instruments

     9,874,652       24,064,936       167,873,940       —         201,813,528  

Related parties

     208,240,067       957,704       503,895,549       (712,225,090     868,230  

Inventories, net

     264,649       16,700,837       21,844,079       —         38,809,565  

Other current assets

     17,805,747       922,245       (1,375,246     —         17,352,746  

Property, plant and equipment, Net

     1,996,721       24,287,904       650,058,573       —         676,343,198  

Investments in associated companies

     747,771,790       35,569,788       3,457,152       (783,063,558     3,735,172  

Intangible assets and other non- current assets, net

     4,104,268       73,557,904       386,236,092       —         463,898,264  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   Ps.   1,007,379,988     Ps. 179,614,670     Ps.   1,794,505,842     Ps.   (1,495,288,648   Ps.   1,486,211,852  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

 

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

   Ps. 34,345,398     Ps. —       Ps. 17,400,443     Ps. —       Ps. 51,745,841  

Current liabilities

     161,940,198       41,304,845       797,880,314       (639,534,701     361,590,656  

Long-term debt

     547,728,176       —         98,410,882       —         646,139,058  

Other non-current liabilities

     69,201,904       132,728,838       40,909,234       (76,737,196     166,102,780  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   Ps.   813,215,676     Ps.   174,033,683     Ps.   954,600,873     Ps.   (716,271,897   Ps.   1,225,578,335  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity attributable to equity holders of the parent

     194,164,312       5,580,987       741,988,231       (747,569,218     194,164,312  

Non-controlling interests

     —         —         97,916,738       (31,447,533     66,469,205  

Total equity

     194,164,312       5,580,987       839,904,969       (779,016,751     260,633,517  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   Ps.   1,007,379,988     Ps.   179,614,670     Ps.   1,794,505,842     Ps.   (1,495,288,648   Ps.   1,486,211,852  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-86


Table of Contents

Condensed consolidating statements of financial position

 

    As of December 31, 2018  
    Parent     Wholly-owned
Guarantor
Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Assets:

         

Cash and cash equivalents

  Ps. 8,335,101     Ps. 1,745,895     Ps. 11,578,966     Ps. —       Ps. 21,659,962  

Equity investments at fair value through OCI and other short-term investments

    9,511,368       —         39,504,566       —         49,015,934  

Accounts receivable and derivative financial instruments

    31,462,176       35,671,582       154,380,710       —         221,514,468  

Related parties

    199,566,671       1,144,534       560,142,367       (759,589,967     1,263,605  

Inventories, net

    215,055       18,495,502       21,594,805       —         40,305,362  

Other current assets

    —         1,218,764       14,077,429       —         15,296,193  

Property, plant and equipment, Net

    1,340,358       23,192,546       615,467,816       —         640,000,720  

Investments in associated companies

    734,944,344       88,070,845       16,926,615       (836,809,097     3,132,707  

Intangible assets and other non- current assets, net

    4,113,902       26,176,381       406,744,158       —         437,034,441  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  Ps.   989,488,975     Ps.   195,716,049     Ps.   1,840,417,432     Ps.   (1,596,399,064   Ps.   1,429,223,392  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities:

         

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

  Ps. 52,827,411     Ps. —       Ps. 43,403,223     Ps. —       Ps. 96,230,634  

Current liabilities

    153,489,868       72,282,238       597,174,025       (452,085,876     370,860,255  

Long-term debt

    456,918,590       —         85,773,229       —         542,691,819  

Other non-current liabilities

    130,257,461       109,368,210       242,232,897       (308,290,306     173,568,262  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  Ps. 793,493,330     Ps. 181,650,448     Ps. 968,583,374     Ps. (760,376,182   Ps. 1,183,350,970  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity attributable to equity holders of the parent

    195,995,645       14,065,601       760,485,332       (774,550,933     195,995,645  

Non-controlling interests

    —         —         111,348,726       (61,471,949     49,876,777  

Total equity

    195,995,645       14,065,601       871,834,058       (836,022,882     245,872,422  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

  Ps. 989,488,975     Ps. 195,716,049     Ps. 1,840,417,432     Ps. (1,596,399,064   Ps. 1,429,223,392  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-87


Table of Contents

Condensed consolidating statements of comprehensive income

For the year ended December 31, 2016

 

     Parent     Wholly-owned
Guarantor
Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Total revenues

   Ps.   137,236,301     Ps.   173,714,225     Ps.   857,137,822     Ps.   (192,675,860   Ps.   975,412,488  

Total cost and operating expenses

     117,835,634       160,949,691       778,483,079       (191,466,226     865,802,178  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     19,400,667       12,764,534       78,654,743       (1,209,634     109,610,310  

Interest (expense) income, net

     (12,331,095     97,314       (17,207,855     (227,781     (29,669,417

Foreign currency exchange (loss) gain, net

     (46,625,392     (5,853,669     12,051,654       —         (40,427,407

Other financing cost, net

     (10,475,673     (11,203,533     5,453,365       —         (16,225,841

Income tax

     (7,712,179     1,139,631       17,971,404       —         11,398,856  

Equity interest in net income of associated companies

     50,968,741       (1,342,073     (6,677,059     (42,759,659     189,950  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss) for year

   Ps. 8,649,427     Ps. (6,677,058   Ps. 54,303,444     Ps. (44,197,074   Ps. 12,078,739  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distribution of the net profit (loss) to:

          

Equity owners of holding company

     8,649,427       (6,677,058     50,049,280       (43,372,222     8,649,427  

Non-controlling interest

     —         —         4,254,164       (824,852     3,429,312  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss)

   Ps. 8,649,427     Ps. (6,677,058   Ps. 54,303,444     Ps. (44,197,074   Ps. 12,078,739  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income items:

          

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

          

Effect of translation of foreign entities

     104,178,880       755,978       108,291,984       (105,728,134     107,498,708  

Effect of fair value of derivatives, net of deferred taxes

     48,496       —         30,206       (29,573     49,129  

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

          

Remeasurement of defined benefit plan, net of income tax effect

     14,771,770       (12,300     7,477,926       (7,463,997     14,773,399  

Equity investments at fair value

     (6,673,731     —         (6,673,731     6,673,731       (6,673,731
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income items for the period

   Ps. 112,325,415     Ps. 743,678     Ps. 109,126,385     Ps. (106,547,973   Ps. 115,647,505  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the period

   Ps. 120,974,842     Ps. (5,933,380   Ps. 163,429,829     Ps. (150,745,047   Ps. 127,726,244  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income for the period attributable to:

          

Equity holders of the parent

   Ps. 120,974,842     Ps. (5,933,380   Ps. 150,900,984     Ps. (144,967,604   Ps. 120,974,842  

Non-controlling interests

     —         —         12,528,845       (5,777,443     6,751,402  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Ps. 120,974,842     Ps. (5,933,380   Ps. 163,429,829     Ps. (150,745,047   Ps. 127,726,244  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-88


Table of Contents

Condensed consolidating statements of comprehensive income

For the year ended December 31, 2017

 

    Parent     Wholly-owned
Guarantor
Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Total revenues

  Ps.   160,057,511     Ps.   170,991,493     Ps.   887,951,615     Ps.   (197,367,084   Ps.   1,021,633,535  

Total cost and operating expenses

    123,548,341       163,152,868       832,429,198       (197,640,175     921,490,232  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    36,509,170       7,838,625       55,522,417       273,091       100,143,303  

Interest (expense) income, net

    (16,779,235     (12,365,116     1,810,523       (41,305     (27,375,133

Foreign currency exchange (loss) gain, net

    (15,223,111     1,320,667       83,493       —         (13,818,951

Other financing cost, net

    6,775,455       —         (8,719,215     —         (1,943,760

Income tax

    14,201,399       1,386,519       9,353,593       —         24,941,511  

Equity interest in net income of associated companies

    32,245,041       (8,977,146     (13,466,845     (9,709,665     91,385  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss) for year

  Ps. 29,325,921     Ps. (13,569,489   Ps. 25,876,780     Ps. (9,477,879   Ps. 32,155,333  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distribution of the net profit (loss) to:

         

Equity owners of holding company

    29,325,921       (13,569,489     21,417,549       (7,848,060     29,325,921  

Non-controlling interest

    —         —         4,459,231       (1,629,819     2,829,412  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss)

  Ps. 29,325,921     Ps. (13,569,489   Ps. 25,876,780     Ps. (9,477,879   Ps. 32,155,333  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income items:

         

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

         

Effect of translation of foreign entities

    (21,683,333     (1,897,936     (18,309,877     23,581,269       (18,309,877

Effect of fair value of derivatives, net of deferred taxes

    12,292       —         12,292       (12,292     12,292  

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

         

Remeasurement of defined benefit plan, net of income tax effect

    (7,075,606     (8,439     (7,046,089     7,084,045       (7,046,089

Equity investments at fair value

    622,424       —         622,424       (622,424     622,424  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income items for the period

  Ps. (28,124,223   Ps. (1,906,375   Ps. (24,721,250   Ps. 30,030,598     Ps. (24,721,250
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the period

  Ps. 1,201,698     Ps. (15,475,864   Ps. 1,155,530     Ps. 20,552,719     Ps. 7,434,083  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income for the period attributable to:

         

Equity holders of the parent

  Ps. 1,201,698     Ps. (15,475,864   Ps. (5,076,855   Ps. 20,552,719     Ps. 1,201,698  

Non-controlling interests

    —         —         6,232,385       —         6,232,385  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Ps. 1,201,698     Ps. (15,475,864   Ps. 1,155,530     Ps. 20,552,719     Ps. 7,434,083  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-89


Table of Contents

Condensed consolidating statements of comprehensive income

For the year ended December 31, 2018

 

    Parent     Wholly-owned
Guarantor
Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Total revenues

  Ps.   170,887,145     Ps.   190,924,413     Ps.   890,427,121     Ps.   (214,030,998   Ps.   1,038,207,681  

Total cost and operating expenses

    129,039,749       183,542,058       799,085,884       (213,017,181     898,650,510  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    41,847,396       7,382,355       91,341,237       (1,013,817     139,557,171  

Interest (expense) income, net

    (24,831,538     (11,033,069     14,757,906       (18,563     (21,125,264

Foreign currency exchange (loss) gain, net

    11,805,283       626,304       (19,693,543     —         (7,261,956

Other financing cost, net

    (4,443,892     —         (5,732,424     —         (10,176,316

Income tax

    17,754,010       798,639       27,924,430       —         46,477,079  

Equity interest in net income of associated companies

    46,101,188       1,325,723       (2,497,059     (44,929,585     267  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss) for year

  Ps. 52,724,427     Ps. (2,497,326   Ps. 50,251,687     Ps. (45,961,965   Ps. 54,516,823  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distribution of the net profit (loss) to:

         

Equity owners of holding company

    52,724,427       (2,497,326     46,641,696       (44,302,600     52,566,197  

Non-controlling interest

    —         —         3,609,991       (1,659,365     1,950,626  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net profit (loss)

  Ps. 52,724,427     Ps. (2,497,326   Ps. 50,251,687     Ps. (45,961,965   Ps. 54,516,823  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income items:

         

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

         

Effect of translation of foreign entities

    (61,223,458     (724,521     (64,314,032     61,947,979       (64,314,032

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

         

Remeasurement of defined benefit plan, net of income tax effect

    652,722       (1,603,145     757,278       950,423       757,278  

Equity investments at fair value

    (3,765,688     —         (3,765,688     3,765,688       (3,765,688
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive income items for the period

  Ps. (64,336,424   Ps. (2,327,666   Ps. (67,322,442   Ps. 66,664,090     Ps. (67,322,442
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the period

  Ps. (11,611,997   Ps. (4,824,992   Ps. (17,070,755   Ps. 20,702,125     Ps. (12,805,619
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income for the period attributable to:

         

Equity holders of the parent

  Ps. (11,611,997   Ps. (4,824,992   Ps. (16,035,363   Ps. 20,702,125     Ps. (11,770,227

Non-controlling interests

    —         —         (1,035,392     —         (1,035,392
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  Ps. (11,611,997   Ps. (4,824,992   Ps. (17,070,755   Ps. 20,702,125     Ps. (12,805,619
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-90


Table of Contents

Condensed consolidating statements of cash flows

For the year ended December 31, 2016

 

    Parent     Wholly-owned
Guarantor
Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Operating activities:

         

Profit before taxes

  Ps. 937,247     Ps. (5,537,427   Ps. 28,077,775     Ps. —       Ps. 23,477,595  

Non-cash items

    (997,587     19,800,396       209,821,118       —         228,623,927  

Changes in working capital:

    74,520,320       9,130,768       (93,359,195     (6,595,361     (16,303,468
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows provided by operating activities

  Ps. 74,459,980     Ps. 23,393,737     Ps. 144,539,698     Ps. (6,595,361   Ps. 235,798,054  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investing activities:

         

Purchase of property, plant and equipment

    —         (7,860,232     (130,846,925     —         (138,707,157

Acquisition of intangibles

    —         (4,947,506     (11,369,232     —         (16,316,738

Dividends received from associates

    21,950       —         5,988,938       (270,796     5,740,092  

Proceeds from sale of plant, property and equipment

    20,078       —         95,522       —         115,600  

Acquisition of business, net of cash acquired

    —         (2,796,254     (1,823,813     2,796,254       (1,823,813

Partial sale of shares of associate company

    756,444       —         2,796,254       (3,552,698     —    

Investment in associates companies

    —         663,203       (666,690     —         (3,487
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows provided by (used in) investing activities

  Ps. 798,472     Ps.   (14,940,789   Ps.   (135,825,946   Ps.   (1,027,240   Ps. (150,995,503
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities:

         

Bank loans, net

    (39,598,698     —         (21,792,115     —         (61,390,813

Acquisition of no controlling interest

    —         —         (2,280,278     —         (2,280,278

Interest paid

    (24,826,139     (7,972,827     (5,922,267     6,595,361       (32,125,872

Paid-In capital

    —         —         (756,444     756,444       —    

Sale of shares of subsidiaries

    —         —         6,323,336       —         6,323,336  

Repurchase of shares and others

    (7,092,385     —         71,138       —         (7,021,247

Payment of dividends

    (13,437,168     —         (643,585     270,796       (13,809,957

Derivative financial instruments

    —         —         (351,213     —         (351,213
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows (used in) financing activities

  Ps.   (84,954,390   Ps. (7,972,827   Ps. (25,351,428   Ps. 7,622,601     Ps.   (110,656,044
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

    (9,695,938     480,121       (16,637,676     —         (25,853,493

Adjustment to cash flow for exchange rate differences

    —         —         3,911,844       —         3,911,844  

Cash and cash equivalents at beginning of the period

    13,803,584       1,468,036       29,888,412       —         45,160,032  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of the period

  Ps. 4,107,645     Ps. 1,948,159     Ps. 17,162,579     Ps. —       Ps. 23,218,383  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-91


Table of Contents

Condensed consolidating statements of cash flows

For the year ended December 31, 2017

 

    Parent     Wholly-owned
Guarantor
Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Operating activities:

         

Profit before taxes

  Ps. 43,527,320     Ps.   (12,182,970   Ps. 35,230,373     Ps. (9,477,879   Ps. 57,096,844  

Non-cash items

    (17,017,287     30,000,109       171,062,158       11,635,563       195,680,543  

Changes in working capital:

    (18,973,478     (9,486     (66,062,629     50,040,581       (35,005,012
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows provided by operating activities

  Ps. 7,536,555     Ps. 17,807,653     Ps. 140,229,902     Ps. 52,198,265     Ps. 217,772,375  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investing activities:

         

Purchase of property, plant and equipment

    16,526       (5,571,410     (113,630,253     —         (119,185,137

Acquisition of intangibles

    —         (3,053,345     (14,485,196     —         (17,538,541

Dividends received from associates

    21,465,687       970,000       2,385,559       (22,435,687     2,385,559  

Proceeds from sale of plant, property and equipment

    —         —         133,349       —         133,349  

Acquisition of business, net of cash acquired

    —         (3,381,505     (3,497,288     —         (6,878,793

Investment in associates companies

    —         1,925,898       —         (1,925,898     —    

Sale of associated company

    —         —         340,040       —         340,040  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows provided by (used in) investing activities

  Ps. 21,482,213     Ps. (9,110,362   Ps.   (128,753,789   Ps. (24,361,585   Ps.   (140,743,523
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities:

         

Bank loans, net

    13,548,138       —         16,382,838       (57,364,465     (27,433,489

Acquisition of no controlling interest

    —         —         (11,930     —         (11,930

Interest paid

    (24,009,216     (7,092,098     (7,187,225     7,092,098       (31,196,441

Repurchase of shares and others

    (1,240,028     —         6,657       —         (1,233,371

Payment of dividends

    (14,406,748     —         (24,120,329     22,435,687       (16,091,390

Derivative financial instruments

    —         —         (71,474     —         (71,474
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows used in financing activities

  Ps.   (26,107,854   Ps. (7,092,098   Ps. (15,001,463   Ps.   (27,836,680   Ps. (76,038,095
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

    2,910,914       1,605,193       (3,525,350     —         990,757  

Adjustment to cash flow for exchange rate differences

    —         —         61,333       —         61,333  

Cash and cash equivalents at beginning of the period

    4,107,645       1,948,159       17,162,579       —         23,218,383  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of the period

  Ps. 7,018,559     Ps. 3,553,352     Ps. 13,698,562     Ps. —       Ps. 24,270,473  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-92


Table of Contents

Condensed consolidating statements of cash flows

For the year ended December 31, 2018

 

     Parent     Wholly-owned
Guarantor
Subsidiary
    Combined
non-guarantor
Subsidiaries
    Eliminations     Consolidated
Total
 

Operating activities:

          

Profit before taxes

   Ps.  70,478,437     Ps. (1,698,687   Ps. 78,176,117     Ps. (45,961,965   Ps. 100,993,902  

Non-cash items

     (23,099,316     20,952,414       149,503,016       39,836,704       187,192,818  

Changes in working capital:

     (49,040,542     (35,329,228     (61,332,380     105,845,958       (39,856,192
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows provided by operating activities

   Ps. (1,661,421   Ps. (16,075,501   Ps. 166,346,753     Ps. 99,720,697     Ps. 248,330,528  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investing activities:

          

Purchase of property, plant and equipment

     (17,709     (4,031,228     (139,839,096     —         (143,888,033

Acquisition of intangibles

     —         (2,993,373     (4,940,274     —         (7,933,647

Dividends received from associates

     24,314,803       —         2,622,237       (24,314,803     2,622,237  

Proceeds from sale of plant, property and equipment

     —         —         178,532       —         178,532  

Acquisition of business, net of cash acquired

     —         —         (310,604     —         (310,604

Investment in associates companies

     —         (5,092,881     —         5,092,881       —    

Sale of associated company

     —         —         548,484       —         548,484  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows provided by (used in) investing activities

   Ps. 24,297,094     Ps.   (12,117,482   Ps.   (141,740,721   Ps. (19,221,922   Ps. (148,783,031
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financing activities:

          

Bank loans, net

     24,784,341       —         19,592,788       (78,428,052     (34,050,923

Acquisition of no controlling interest

     —         —         (115,821     —         (115,821

Interest paid

     (24,802,363     26,385,526       (6,066,654     (26,385,526     (30,869,017

Repurchase of shares and others

     (514,007     —         2,586       —         (511,421

Payment of dividends

     (20,787,102     —         (25,897,494     24,314,803       (22,369,793

Redemption of hybrid bond

     —         —         (13,440,120     —         (13,440,120
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows used in financing activities

   Ps.   (21,319,131   Ps. 26,385,526     Ps. (25,924,715   Ps.   (80,498,775   Ps.   (101,357,095
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     1,316,542       (1,807,457     (1,318,683     —         (1,809,598

Adjustment to cash flow for exchange rate differences

     —         —         (800,913     —         (800,913

Cash and cash equivalents at beginning of the period

     7,018,559       3,553,352       13,698,562       —         24,270,473  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of the period

   Ps. 8,335,101     Ps. 1,745,895     Ps. 11,578,966     Ps. —       Ps. 21,659,962  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-93


Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents

LOGO