AMX

Business Context and Reporting Period

This Form 6-K, dated December 3, 2015, serves as an Information Statement regarding the demerger (spin-off) of Telesites, S.A.B. de C.V. ("Telesites") from América Móvil, S.A.B. de C.V. ("AMX"). Telesites is a newly formed Mexican corporation focused on constructing, installing, maintaining, and leasing passive telecommunications infrastructure (towers and site space) to wireless operators. The filing details the corporate restructuring, the distribution of Telesites shares to AMX shareholders, and the unaudited pro forma financial information for Telesites.

Key Financial Metrics (Unaudited Pro Forma)

The following metrics reflect Telesites' financial position as if the spin-off had occurred on January 1, 2014. All figures are in thousands of Mexican Pesos (Ps.).

Note: The significant increase in cash and long-term debt as of September 30, 2015, reflects the issuance of Certificados Bursátiles (debt securities) totaling approximately Ps. 18.7 billion in the second half of 2015.

Material Changes and Operational Highlights

• Customer Concentration: As of the filing date, Telesites' principal and only source of revenue is its affiliate, Telcel. However, master agreements have been signed with Grupo Iusacell and Movistar to diversify the customer base.
• Asset Revaluation: Telesites adopted the revaluation model for property, plant, and equipment. This resulted in a surplus from revaluation of Ps. 23,096,331 (net of deferred taxes) recorded in equity, significantly impacting the balance sheet.
• Debt Issuance: In July 2015, Telesites' subsidiary Opsimex issued Certificados Bursátiles with maturities ranging from 2020 to 2030. This debt issuance is subject to a covenant restricting dividend payments for three years from the date of issuance.
• Regulatory Environment: Telesites is subject to the "Preponderance Resolution" by the Mexican Federal Telecommunications Institute (IFT), which mandates the sharing of passive infrastructure with other operators on non-discriminatory terms.

Guidance, Risks, and Unusual Items

• Tax Treatment: The spin-off is not a taxable event for Mexican federal income tax purposes. However, for U.S. federal income tax purposes, the distribution is expected to be treated as a taxable dividend, and Telesites may be classified as a Passive Foreign Investment Company (PFIC), which could have adverse tax consequences for U.S. holders.
• Share Distribution: AMX shareholders will receive one Telesites share for every 20 AMX shares held. The distribution date is set for December 21, 2015.
• Key Risks:
  • Limited Operating History: Telesites is a newly formed entity with unaudited financial statements, making future performance difficult to predict.
  • Customer Dependency: Heavy reliance on Telcel for revenue creates significant risk if that relationship is terminated or if Telcel reduces capital expenditures.
  • Regulatory Changes: Future changes in Mexican telecommunications laws or IFT rulings could impact fee structures and competitive dynamics.
  • Dividend Restrictions: The debt covenants currently prevent Telesites from paying dividends for three years.

Investor Verification Checklist

• Verify the specific tax implications of the spin-off for your jurisdiction, particularly the potential PFIC status for U.S. investors.
• Confirm the timeline for the distribution of Telesites shares and the "ex-date" for AMX trading (December 21, 2015).
• Review the terms of the Certificados Bursátiles issued in July 2015 to understand the duration of the dividend restriction covenant.
• Assess the progress of Telesites in signing commercial agreements with third-party operators (Iusacell, Movistar) to reduce reliance on Telcel.
• Monitor the regulatory status of the IFT's "Preponderance Resolution" and any ongoing legal challenges by competitors.