Business Context and Reporting Period
This Form 6-K filing by AMÉRICA MÓVIL, S.A.B. DE C.V. (AMX) dated October 27, 2017, serves as a notice to shareholders regarding a cash/stock dividend. The filing details the terms for a dividend distribution to be paid on November 13, 2017, derived from the company's net earnings account as of December 31, 2013.
Key Financial Metrics and Capital Structure
- Dividend Amount: Ps.0.15 (fifteen cents of one Mexican peso) per Series AA, Series A, and Series L share.
- Outstanding Shares (as of Sept 30, 2017): 66,064,780,125 total shares.
- Treasury Shares Available: 29,423,848,000 Series L shares held by the company, available for distribution as stock dividends.
- Maximum Potential Distribution: Up to 615,510,373 Series L shares (assuming all shareholders elect stock and a reference price of Ps.16.10).
- Financial Statements: The filing does not provide current revenue, profit, cash flow, or debt metrics. It references audited financial statements for the year ended December 31, 2013, as the basis for the dividend source.
Material Changes and Shareholder Options
Shareholders of record as of November 8, 2017, have the option to receive the dividend in one of three forms:
- Cash only.
- Series L shares (currently held as treasury shares).
- A combination of cash and Series L shares.
Shareholders who fail to submit an election notice by 2:00 p.m. Mexico City time on November 10, 2017, will automatically receive the dividend in cash. The number of Series L shares received is calculated based on the market price of Series L shares on the business day immediately preceding the payment date.
Outlook, Risks, and Tax Implications
- Dilution Risk: Shareholders electing cash may experience dilution as additional Series L shares are released into circulation.
- Taxation (Mexico): Because the earnings were accrued prior to December 31, 2013, the dividend is exempt from Mexican withholding tax under Transitory Article 9-XXX of the Mexican Income Tax Law. Reinvestment in Series L shares is deemed an automatic reinvestment of profits, not a taxable event at the time of distribution.
- Taxation (U.S.): U.S. holders generally recognize dividend income equal to the gross amount received (in USD equivalent). The dividend is not eligible for the dividends-received deduction for corporations.
- Unclaimed Dividends: Unclaimed dividends are forfeited to AMX after five years from the payment date.
Investor Verification Checklist
- Verify the Record Date (November 8, 2017) and Election Deadline (November 10, 2017, 2:00 p.m. Mexico City time) to ensure eligibility for the stock option.
- Confirm the Reference Price mechanism, as the number of shares received depends on the market price of Series L shares on November 12, 2017.
- Review the Depositary Notice for ADS holders, as election procedures and terms may differ from direct share holders.
- Consult tax advisors regarding U.S. federal income tax consequences, as the filing states the dividend is generally taxable as ordinary income for U.S. holders.
- Note that this filing does not contain current operational financial results (revenue, EBITDA, net income) for 2017; investors should refer to the company's Form 20-F for those metrics.