AMX

Business Context and Reporting Period

Company: América Móvil, S.A.B. de C.V. (AMX)

Filing Type: Form 6-K (Information Statement regarding Corporate Restructuring)

Date: April 1, 2015

Context: AMX is proposing a demerger (spin-off) to create a new independent Mexican corporation named "Telesites, S.A.B. de C.V." Telesites will hold the Site Infrastructure (towers, support structures, and physical space) of AMX's Mexican wireless operations. AMX will retain its core telecommunications services business (wireless, fixed line, broadband, Pay TV) across Latin America, the Caribbean, and Europe. An extraordinary shareholder meeting is scheduled for April 17, 2015, to approve the transaction.

Key Financial Metrics and Pro Forma Data

The filing provides unaudited pro forma financial information for AMX as if the spin-off had occurred on January 1, 2013. Specific historical financial results for AMX are incorporated by reference from prior filings (Form 20-F and March 2015 Form 6-K) and are not restated in full within this text, though pro forma adjustments are detailed.

Pro Forma Condensed Consolidated Statements of Financial Position (Dec 31, 2014)

Note: The filing states AMX expects to transfer approximately $21 billion Mexican Pesos of debt to Telesites. The pro forma table above reflects AMX's position post-adjustment, but the specific debt transfer amount is a management estimate for the transaction structure.

Pro Forma Condensed Consolidated Statement of Comprehensive Income (Year Ended Dec 31, 2014)

Material Changes and Transaction Mechanics

• Asset Transfer: AMX will transfer Site Infrastructure assets (towers, masts, civil engineering works) to Telesites. The pro forma adjustments reflect a decrease in Property, Plant, and Equipment (PP&E) for AMX of approximately $21.7 billion MXN (2014) and $23.7 billion MXN (2013) due to the transfer.
• Liability Transfer: Approximately $21 billion MXN of debt is expected to be transferred to Telesites. AMX will also transfer related liabilities and capital.
• Shareholder Distribution: Existing AMX shareholders will receive one share of Telesites for each AMX share held (on a series-by-series basis: AA, A, and L). AMX will not retain any Telesites shares.
• Capital Structure: Telesites will mirror AMX's capital structure with three share series (AA, A, L). As of March 31, 2015, AMX had 67.5 billion shares outstanding. Telesites will have an equivalent number of shares outstanding (excluding treasury shares).
• Related Party Transactions: Post-spin-off, AMX (via Telcel) will become a customer of Telesites, paying lease fees for tower space. Pro forma adjustments include new related party receivables for AMX of ~$21 billion MXN (2014) representing amounts due from Telesites.

Guidance, Outlook, and Risks

Management Commentary and Outlook

• Strategic Rationale: The spin-off aims to create two focused businesses. AMX will focus on service delivery and active infrastructure, while Telesites will focus on passive infrastructure (towers) and marketing access to third-party operators.
• Valuation Expectations: Management notes that telecommunications infrastructure companies often trade at higher EBITDA multiples (14-16x) compared to service operators (4x), potentially unlocking shareholder value.
• Regulatory Environment: The transaction is designed to comply with Mexican telecommunications reforms requiring the sharing of passive infrastructure. Telesites will be obligated to offer tower access to competitors under the "Tower Reference Offer."
• Cost Savings: AMX expects to reduce costs by converting capital expenditures for tower maintenance into operating lease expenses paid to Telesites.

Risks and Contingencies

• Tax Treatment: The spin-off is expected to be tax-neutral in Mexico, contingent on maintaining 51% ownership by the Slim Family/Control Trust for two years. For U.S. holders, the distribution is expected to be a taxable dividend, not a tax-free spin-off, as Telesites may not meet the five-year active trade or business test.
• PFIC Status: Telesites may be classified as a Passive Foreign Investment Company (PFIC) for U.S. tax purposes, which could subject U.S. investors to adverse tax consequences.
• Regulatory Challenges: The Federal Telecommunications Institute (IFT) may impose onerous conditions or determine access rates that negatively impact Telesites' returns.
• Customer Concentration: Initially, Telcel (AMX subsidiary) will be Telesites' primary customer. Loss of this customer or consolidation among wireless providers could materially impact Telesites' revenue.
• Shareholder Withdrawal Rights: Holders of A and AA shares have the right to withdraw capital if they vote against the spin-off, which could impact AMX's liquidity.

Investor Verification Checklist

• Shareholder Approval: Verify the outcome of the Extraordinary Meeting of Shareholders scheduled for April 17, 2015.
• Tax Rulings: Confirm the final tax treatment for U.S. holders (dividend vs. tax-free) and the status of the Mexican tax exemption confirmation.
• Debt Transfer: Verify the final amount of debt transferred to Telesites (estimated at $21 billion MXN) and the resulting leverage ratios for both entities.
• Telesites Listing: Monitor the registration of Telesites shares with the National Securities Registry and their listing on the Mexican Stock Exchange.
• Lease Agreements: Review the terms of the framework agreement and tower space agreements between Telcel and Telesites to understand the revenue stability for Telesites and cost structure for AMX.
• PFIC Election: U.S. investors should determine if a mark-to-market election is available and advisable given the potential PFIC status of Telesites.