As filed with the Securities and Exchange Commission on May 1, 2024
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
20-F/A
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 or
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
or
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13
OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report
For the transition period from to
Commission file number:
1-16269
(exact name of registrant as specified in its charter)
America Mobile
(translation of registrant’s name into English)
(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, 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: |
TRADING SYMBOL |
NAME OF EACH EXCHANGE ON WHICH REGISTERED | ||
American Depositary Shares, each representing 20 B Shares, without par value |
AMX |
New York Stock Exchange | ||
3.625% Senior Notes Due 2029 |
AMX29 |
New York Stock Exchange | ||
2.875% Senior Notes Due 2030 |
AMX30 |
New York Stock Exchange | ||
4.700% Senior Notes Due 2032 |
AMX32 |
New York Stock Exchange | ||
6.375% Senior Notes Due 2035 |
AMX35 |
New York Stock Exchange | ||
6.125% Senior Notes Due 2037 |
AMX37 |
New York Stock Exchange | ||
6.125% Senior Notes Due 2040 |
AMX40 |
New York Stock Exchange | ||
4.375% Senior Notes Due 2042 |
AMX42 |
New York Stock Exchange | ||
4.375% Senior Notes Due 2049 |
AMX49 |
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, 2023:
| 62,450 million |
B Shares |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
Yes |
X |
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 |
X | |||||
| 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 |
X |
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 |
X |
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 |
X |
Large accelerated filer |
Accelerated filer |
Non-accelerated filer |
growth company |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing
| U.S. GAAP |
X |
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 |
Item |
Item |
||||||
| the registrant has elected to follow. |
17 |
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 |
Yes |
No |
X | |||||
| Exchange Act). |
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) amends the Annual Report on
Form 20-F
of América Móvil, S.A.B. de C.V. (“América Móvil,” “we” or the “Company”) for the fiscal year ended December 31, 2023, filed on April 29, 2024 (the “Original Form 20-F”).
This Amendment No. 1, which replaces in its entirety the Original Form 20-F,
is being filed solely to correct information that was inadvertently added or omitted during the process of filing the Original Form 20-F.
The corrected information does not affect the Company’s audited financial statements filed with the Original Form 20-F.
This Amendment No. 1 reflects information as of the original filing date of the Original Form
20-F,
does not reflect events occurring after that date and does not modify or update in any way disclosures made in the Original Form 20-F,
except as described above. 
| (See Form 20-F Cross Reference Guide on page 98) | ||||
6 |
||||
9 |
||||
10 |
||||
18 |
||||
19 |
||||
19 |
||||
21 |
||||
23 |
||||
24 |
||||
26 |
||||
34 |
||||
39 |
||||
52 |
||||
53 |
||||
54 |
||||
55 |
||||
55 |
||||
55 |
||||
56 |
||||
57 |
||||
62 |
||||
63 |
||||
67 |
||||
69 |
||||
72 |
||||
73 |
||||
75 |
||||
77 |
||||
93 |
||||
94 |
||||
94 |
||||
95 |
||||
96 |
||||
97 |
||||
98 |
||||
100 |
||||
103 |
||||
5
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 audited consolidated financial statements in Mexican pesos (“Ps.”). This annual report contains translations of various Mexican peso amounts into U.S. dollars at specified rates solely for your convenience. You should not construe these translations as representations that the Mexican 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 Mexican pesos at the exchange rate of Ps.16.8935 to U.S.$1.00, which was the rate reported by Banco de México on December 29, 2023, as published in the Official Gazette of the Federation (, or “Official Gazette”).
Diario Oficial de la Federación
On August 8, 2022, we completed the
spin-off
of our telecommunications towers and other related passive infrastructure in Latin America outside of Mexico, other than Colombia and our telecommunications towers existing in Peru and in the Dominican Republic prior to the spin-off,
as previously disclosed in our press release furnished on a report on Form 6-K
on August 8, 2022. As part of the spin-off
and the associated corporate restructuring, we contributed to Sitios Latinoamérica, S.A.B. de C.V. (“Sitios Latam”) capital stock, assets and liabilities, mainly consisting of the shares of our subsidiaries holding telecommunications towers and other associated infrastructure in Latin America outside of Mexico, other than Colombia and our telecommunications towers existing in Peru and in the Dominican Republic prior to the spin-off.
On February 3, 2023, we completed the sale of all of our telecommunication towers owned by our subsidiary in the Dominican Republic to Sitios Latam for an amount of Ps.2.4 billion. Between March and July, 2023, we completed the sale of all of our telecommunication towers owned by our subsidiary in Peru to Sitios Latam for an amount of Ps.4.0 billion. As a result of the spin-off,
as of our annual report for the fiscal year ended December 31, 2022, the assets and liabilities of Sitios Latam no longer appear
in the consolidated financial information included in our annual reports. We maintain commercial relationships with Sitios Latam through our subsidiaries, which are parties to master service agreements for passive infrastructure sharing with Sitios Latam for the use of tower space, property and other equipment. The terms of those agreements for tower space are between five (5) and twelve (12) years, while terms for property and other equipment are usually between five (5) and twenty five (25) years, each with an option to renew. On October 6, 2022, we combined our Chilean operation, Claro Chile, S.A. (“Claro Chile”), with the Chilean operation of Liberty Latin America, Ltd. (“LLA”), VTR, in order to create Claro Chile, SpA, a 50:50 joint venture (“ClaroVTR”); as a result, Claro Chile ceased to be our wholly owned subsidiary, as previously disclosed in our press release furnished on a report on Form
6-K
on October 6, 2022. In accordance with IFRS 11 Joint Arrangements (“IFRS 11”), ClaroVTR was classified as a joint venture, since we exercise joint control over ClaroVTR with LLA, and all relevant decisions require the consent of both parties. As a result, in accordance with IFRS 5 Non-current
Assets Held for Sale and Discontinued Operations (“IFRS 5”), the operations of Claro Chile are classified as discontinued operations for all reporting periods prior to 2023 presented in the consolidated financial information included in this report and are recognized through the equity method from October 6, 2022 onwards. Accordingly, where applicable, results are presented in the profit (loss) after tax from discontinued operations in the consolidated financial information included in this annual report. Operating and financial information presented herein therefore excludes Claro Chile, including for periods prior to the creation of the joint venture. In September 2023, we identified impairment indicators and assessed that there is objective evidence that ClaroVTR is impaired. As a result, an amount of Ps.4.7 billion was recorded as the difference between the recoverable amount of ClaroVTR and its carrying value. Additionally, as of December 31, 2023, we recorded an impairment relating to purchased convertible notes from ClaroVTR totaling Ps.12.2 billion. Both amounts are recorded under “valuation of derivatives, interest cost from labor obligations and other financial items” in our consolidated statements of comprehensive income. See Note 22 to our audited consolidated financial statements. 6
(1) |
Figures for each year provided represent the annual dividend declared at the general shareholders’ meeting for that year. For information on dividends paid per share translated into U.S. dollars, see “Share Ownership and Trading—Dividends” under Part IV of this annual report. |
(2) |
On November 23, 2021, we completed the sale of TracFone Wireless, Inc. (“TracFone”) to Verizon Communications Inc. (“Verizon”). As a result of the sale of TracFone, in accordance with IFRS 5, the operations of Tracfone are classified as discontinued operations for the reporting periods prior to 2022 presented in the consolidated financial information included in this annual report. See “Overview—Discontinued Operations” under Part II of this annual report and Note 2 Ac to our audited consolidated financial statements included in this annual report. |
(3) |
On July 1, 2022, we completed the sale of the operations of Claro Panama, S.A. (“Claro Panama”) to Cable & Wireless Panama, S.A., an affiliate of LLA. As a result of the sale of Claro Panama, in accordance with IFRS 5, the operations of Claro Panama are classified as discontinued operations for the reporting periods prior to 2023 presented in the consolidated financial information included in this annual report. See “Overview—Discontinued Operations” under Part II of this annual report and Note 2 Ac to our audited consolidated financial statements included in this annual report. |
(4) |
As a result of the incorporation of ClaroVTR as a joint venture in 2022, in accordance with IFRS 5, the operations of Claro Chile are classified as discontinued operations for the reporting periods prior to 2023 presented in the consolidated financial information included in this annual report and are recognized through the equity method from October 6, 2022 onwards. See “Overview—Discontinued Operations” under Part II of this annual report and Note 2 Ac to our audited consolidated financial statements included in this annual report. |
(5) |
We have not included earnings or dividends on a per American Deposit Share (“ADS”) basis. On December 20, 2022, our shareholders approved the conversion (such conversion, the “Reclassification”) of all of our AA Shares, A Shares and L Shares into a single series of B Shares on a one-for-one |
7
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 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.
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 22 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 RGUs (as defined under “Key Performance Indicators”).
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 have operations in 15 countries in the Americas and seven countries in Central and Eastern Europe as of December 31, 2023. 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 aim to build on our position as a leader in integrated telecommunication 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.
10
11
12
13
KEY PERFORMANCE INDICATORS
Our customers generate revenue for us by purchasing one or more of our services. We refer to each service that a customer purchases as a revenue generating unit (“RGU”). Our management has identified RGUs as a KPI that helps measure the performance of our operations because it allows the Company to assess its performance on a
perservice
basis. Each wireless subscription, which includes prepaid and postpaid subscriptions, is counted as a single RGU, while a single fixed service customer can have multiple RGUs, depending on the services we provide in its respective country. 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 subscriptions and fixed RGUs of all our consolidated subsidiaries in the following reportable segments: • |
Mexico Wireless; |
• |
Mexico Fixed; |
• |
Brazil; |
• |
Colombia; |
• |
Southern Cone (Argentina) |
• |
Southern Cone (Paraguay and Uruguay); |
• |
Andean Region (Ecuador and Peru); |
• |
Central America (Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua); |
• |
the Caribbean (the Dominican Republic and Puerto Rico); and |
• |
Europe (Austria, Belarus, Bulgaria, Croatia, North Macedonia, Serbia and Slovenia). |
PRINCIPAL BRANDS
We operate in all of our geographic segments under the Claro brand name, except in Mexico 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 | ||||
Equipment and accessories | ||||
Telmex Infinitum |
Fixed voice | |||
Fixed data | ||||
Equipment and accessories | ||||
Europe |
A1 |
Wireless voice | ||
Wireless data | ||||
Fixed voice | ||||
Fixed data | ||||
Pay TV | ||||
Equipment and accessories | ||||
14
SERVICES AND PRODUCTS
We offer, and derive revenues from, 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 information technology (“IT”) services, Pay TV, (“OTT”) services and sales of equipment and accessories.
over-the-top
Wireless Operations
In 2023, our wireless voice and data operations generated revenues of Ps.418.1 billion, representing 51.2% of our consolidated revenues. As of December 31, 2023, our wireless operations represented approximately 80.8% of our total RGUs, an increase from 80.4%, as of December 31, 2022.
Revenues from wireless 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 RGU’s and the price of our service packages. The primary drivers of revenues from usage charges are airtime, international and long-distance calls and interconnection fees.
Revenues from wireless data services primarily include charges for data, cloud, internet, OTT services and data center services. Revenues from value-added services, including revenues from VPN services to our corporate clients, also contribute to our results for wireless data services.
machine-to-machine,
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,
4G-LTE
and 5G roaming services. 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 38.0% in December 2022 to 39.3% as of December 31, 2023, while prepaid plans represented 60.7% as of December 31, 2023.
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 310 million wireless voice and data subscriptions as of December 31, 2023.
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 (“ARPM”) are very competitive for both prepaid and postpaid plans. ARPM is a measure used widely among companies in the telecommunications industry to compare the rates of voice calls of both prepaid and postpaid plans. Our average rates per minute of wireless voice used in 2023 increased by approximately 9.8% at constant exchange rates relative to 2022. This increase is mainly driven by a decrease in number of voice minutes due to increased data usage.
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, 4G LTE and 5G networks.
Internet services include roaming capability and wireless Internet connectivity for feature phones, smartphones, tablets and laptops, including data transmission, services, mobile banking, virtual private network (“VPN”) services, video calls and personal communications services (“PCS”).
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 access to 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
Fixed Operations
In 2023, our fixed voice, data, broadband and IT solutions had revenues of Ps.244.5 billion, representing 30.0% of our consolidated revenues. As of December 31, 2023, our
15
fixed operations represented approximately 19.2% of our total RGUs, a decrease from 19.6% as of December 31, 2022.
Revenues from 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 RGU’s and the price of our service packages. The primary drivers of revenues from usage charges are airtime, international and long-distance calls and interconnection fees.
Revenues from fixed data services primarily include charges for data, cloud, broadband, and data center services. Revenues from IT solutions, including revenues from dedicated links to our corporate clients, also contribute to our results for fixed data services.
machine-to-machine
VOICE.
Our fixed voice services include local, domestic and international long-distance, 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.
IT SOLUTIONS.
Our subsidiaries provide a number of different IT solutions for small businesses and large corporations; including 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, 2023, we had approximately 13 million Pay TV RGUs, a decrease of approximately 242 thousand Pay TV RGUs from the prior year.
Pay TV revenues consist primarily of charges from subscription services, additional programming, including
on-demand
programming and advertising. 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 32,000 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 our entire catalogue of content 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, Noggin and Paramount+, among others. |
We also offer an advertised and unlimited music streaming and downloading service in 15 countries in Latin America and Europe through ClaroMúsica, with access to approximately 100 million songs across all music genres.
Sales of Equipment and Accessories
Sales of equipment and accessories, and associated revenues, include the sale of handsets, accessories, IoT devices, and other equipment such as smart devices.
Other Services
Other services, and revenues from such services, include other businesses such as software development, call center services, entertainment content and news, telephone directories, advertising, cybersecurity services, mobile banking and corporate IT solutions.
16
Services and Products by Country
The following table is a summary of our principal services rendered and products produced as of December 31, 2023, in the countries in which we operate.
WIRELESS VOICE, DATA AND VALUE ADDED SERVICES (1) |
FIXED VOICE, DATA, BROAD- BAND, AND IT SERVICES (2) |
PAY TV |
OTT SERVICES (3) | |||||
Argentina |
● |
● |
● |
● | ||||
Austria |
● |
● |
● |
● | ||||
Belarus |
● |
● |
● |
● | ||||
Brazil |
● |
● |
● |
● | ||||
Bulgaria |
● |
● |
● |
● | ||||
Colombia |
● |
● |
● |
● | ||||
Costa Rica |
● |
● |
● |
● | ||||
Croatia |
● |
● |
● |
● | ||||
Dominican Republic |
● |
● |
● |
● | ||||
Ecuador |
● |
● |
● |
● | ||||
El Salvador |
● |
● |
● |
● | ||||
Guatemala |
● |
● |
● |
● | ||||
Honduras |
● |
● |
● |
● | ||||
North Macedonia |
● |
● |
● |
● | ||||
Mexico |
● |
● |
● (4) | |||||
Nicaragua |
● |
● |
● |
● | ||||
Paraguay |
● |
● |
● |
● | ||||
Peru |
● |
● |
● |
● | ||||
Puerto Rico |
● |
● |
● |
● | ||||
Serbia |
● |
● | ||||||
Slovenia |
● |
● |
● |
● | ||||
Uruguay |
● |
● | ||||||
(1) Includes voice communication and international roaming services, interconnection and termination services, SMS, MMS, e-mail, mobile browsing, entertainment and gaming applications.(2 ) Fixed voice includes local calls, national and international long-distance.(3) Includes ClaroVideo and ClaroMúsica.(4) Services provided by non-concessionaire subsidiaries. |
17
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 15 countries in Latin America, and we are expanding our network in Europe.
INFRASTRUCTURE
For the year ended December 31, 2023, our capital expenditures totaled Ps.156.3 billion, which allowed us to increase our network, expand our capacity and 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, 2023, the main components of our infrastructure were comprised of:
• |
Cell sites: 110,824 sites with 2G, 3G, 4G and/or 5G technologies across Latin America and Europe. We have been expanding our coverage and improving quality and speed with a number of street cells and indoor solutions. On August 8, 2022, we completed the spin-off to Sitios Latam of our telecommunications towers and other related passive infrastructure in Latin America outside of Mexico, Colombia and our telecommunications towers existing in the Dominican Republic and Peru prior to the spin-off. Between February and July 2023, we completed the sale of all of our telecommunications towers in the Dominican Republic and Peru. See “Acquisitions, Other Investments and Divestitures.” |
• |
Fiber-optic network: More than 1.3 million km. Our network reached approximately 102 million homes. |
• |
Submarine cable systems: Capacity in more than 197 thousand km of submarine cables, including the AMX-1 submarine cable that extends 18.3 thousand km and connects the United States to Central and South America with 13 landing points and also the South Pacific Submarine Cable that extends 7.3 thousand km along the Latin American Pacific coast, connecting Guatemala, Ecuador, Peru and Chile with five landing points. Both systems provide international connectivity to all of our subsidiaries in these geographic areas. |
• |
Satellites: Five. 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. |
• |
Data centers: 43. 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. |
TECHNOLOGY
Our primary wireless networks use GSM/EDGE, 3G, 4G LTE and 5G 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 5G coverage. In 2022, we began our 5G rollout in some countries in the Latin America region. In February 2022, we launched 5G in Mexico through Telcel, which was the largest data infrastructure deployment in Latin America. As of December 31, 2023 we covered close to 50% of the population in Mexico and Brazil with 5G services.
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 basis.
market-by-market
The table below presents a summary of the population covered by our network, by country, as of December 31, 2023.
GENERATION TECHNOLOGY |
||||||||||||||||
GSM |
UMTS |
LTE |
5G |
|||||||||||||
(% of covered population) |
||||||||||||||||
Argentina |
99.29 |
98.30 |
97.74 |
- |
||||||||||||
Austria |
99.99 |
95.20 |
98.67 |
90.50 |
||||||||||||
Belarus |
99.90 |
99.90 |
- |
- |
||||||||||||
Brazil |
95.38 |
96.74 |
96.60 |
45.82 |
||||||||||||
Bulgaria |
99.83 |
99.92 |
99.44 |
82.64 |
||||||||||||
Colombia |
90.23 |
90.11 |
87.20 |
- |
||||||||||||
Costa Rica |
90.74 |
96.74 |
97.01 |
- |
||||||||||||
Croatia |
99.00 |
99.00 |
98.90 |
92.30 |
||||||||||||
Dominican Republic |
99.12 |
98.75 |
89.63 |
53.36 |
||||||||||||
Ecuador |
96.03 |
81.80 |
80.83 |
- |
||||||||||||
El Salvador |
82.19 |
96.31 |
89.95 |
- |
||||||||||||
Guatemala |
88.44 |
90.50 |
88.46 |
28.51 |
||||||||||||
Honduras |
73.93 |
81.87 |
75.08 |
- |
||||||||||||
North Macedonia |
99.80 |
99.90 |
99.20 |
99.50 |
||||||||||||
Mexico |
95.44 |
96.56 |
93.96 |
49.46 |
||||||||||||
Nicaragua |
71.75 |
79.36 |
78.49 |
- |
||||||||||||
Paraguay |
76.89 |
80.76 |
83.63 |
- |
||||||||||||
Peru |
88.03 |
85.15 |
85.52 |
25.70 |
||||||||||||
Puerto Rico |
- |
96.95 |
99.26 |
90.65 |
||||||||||||
Serbia |
99.80 |
98.00 |
99.50 |
- |
||||||||||||
Slovenia |
99.90 |
- |
99.30 |
80.00 |
||||||||||||
Uruguay |
99.52 |
99.23 |
98.65 |
- |
||||||||||||
18
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 in Argentina and Telecom Italia in Brazil.
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.
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 ways to optimize our portfolio, including by finding 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 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 can give no assurance as to the extent, timing or cost of such investments. We also periodically evaluate opportunities for dispositions, in particular for businesses and in geographies that we no longer consider strategic. Recent developments related to acquisitions, other investments and divestitures include:
• |
In December 2020, our Brazilian subsidiary, Claro S.A. (“Claro Brasil”), together with two other purchasers, won |
a competitive bid to acquire the mobile business owned by Oi Group in Brazil. Pursuant to the transaction, Claro Brasil paid R$3.6 billion for 32.0% of Oi Group’s mobile business. Claro Brasil also committed to enter into long term agreements with Oi Group for the supply of data transmission capacity. This transaction closed on April 20, 2022. The final purchase price for the acquisition was Ps.14.2 billion, net of cash acquired, of which an amount of Ps.1.3 billion was withheld for price adjustment purposes and other conditions, in accordance with the purchase agreement. Additionally, Claro Brasil received Ps.781 million during the twelve months following April 20, 2022, for transition services. On October 4, 2023, Claro Brasil and the two other purchasers reached an agreement on the value of a post-purchase price adjustment, pursuant to which Ps.658 million was paid to Oi Group. The post-purchase price adjustment corresponds to 50% of the Ps.1.3 billion withheld at closing for price adjustment purposes plus interest and monetary correction of Ps.155.7 million. All issues and disputes between the Oi Group, Claro Brasil and the two other purchasers relating to the determination of the acquisition price are now concluded. |
• |
On August 8, 2022, we completed the spin-off of our telecommunications towers and other related passive infrastructure in Latin America outside of Mexico, other than Colombia and our telecommunications towers existing in Peru and in the Dominican Republic prior to |
19
the spin off. As part of the spin-off and the associated corporate restructuring, we contributed to Sitios Latam a portion of our capital stock, assets and liabilities, mainly consisting of the shares of our subsidiaries holding telecommunications towers and other associated infrastructure in Latin America outside of Mexico, other than Colombia and our telecommunications towers existing in Peru and in the Dominican Republic prior to the spin-off. The shares of Sitios Latam began trading on the Mexican Stock Exchange on September 29, 2022. On February 3, 2023, we completed the sale of all of our telecommunications towers owned by our subsidiary in the Dominican Republic to Sitios Latam for an amount of Ps.2.4 billion. Between March and July 2023, we completed the sale of all of our telecommunication towers owned by our subsidiary in Peru to Sitios Latam for an amount of Ps.4.0 billion. In total, 4,592 telecommunications towers were transferred pursuant to these two transactions in 2023. |
• |
On October 6, 2022, we entered into an agreement to combine our Chilean operation, Claro Chile, with the Chilean operations of LLA, VTR, to form a 50:50 joint venture, ClaroVTR, which we previously announced on September 29, 2021. On December 26, 2023, we announced our entry into a transaction agreement (the “Claro Chile Transaction Agreement”) with LLA, ClaroVTR and certain of our and LLA’s affiliates and an amended shareholders agreement to amend ClaroVTR’s governance structure. Pursuant to the Claro Chile Transaction Agreement, we agreed with LLA to, collectively in proportion to our respective shareholding interests or individually, provide additional capital to ClaroVTR, during the calendar year 2023 and through June 30, 2024 in an aggregate amount not to exceed CLP$972.4 billion (Ps.18.7 billion) (the “Commitment”). This Commitment seeks to support the execution of the business plan of ClaroVTR, and CLP$289.3 billion (Ps.5.6 billion) of the Commitment aims to permit the refinancing of certain bank debt guaranteed by the Company and existing at the formation of ClaroVTR. The Claro Chile Transaction Agreement provides us and LLA with an exercisable catch-up right on or before August 1, 2024 to cure any failure to fund our or LLA’s respective portions of the Commitment in order to maintain ClaroVTR as a 50:50 joint venture. As of December 31, 2023, we have purchased notes from ClaroVTR with an aggregate principal amount of CLP$742.1 billion (Ps.14.3 billion) (including the amounts used for the refinancing of bank debt) that are convertible into shares of ClaroVTR. In September 2023, we identified impairment indicators and assessed that there is objective evidence that ClaroVTR is impaired. As a result, an amount of Ps.4.7 billion was recorded as the difference between the recoverable amount of ClaroVTR and its carrying value. Additionally, as of December 31, |
2023, we recorded an impairment relating to purchased convertible notes from ClaroVTR totaling Ps.12.2 billion. Both amounts are recorded in the “valuation of derivatives, interest cost from labor obligations and other financial items” caption of the consolidated statements of comprehensive income in our audited consolidated financial statements. See Note 22 to our audited consolidated financial statements. |
• |
On February 6, 2023, we entered into a definitive agreement with Österreichische Beteiligungs AG (“OBAG”) with respect to OBAG’s and América Móvil’s participations in Telekom Austria AG (“Telekom Austria” or “TKA”) (the “TKA Shareholders Agreement”), which became effective on February 6, 2023. The TKA Shareholders Agreement provides a new 10-year term from February 2, 2023 and ensures América Móvil’s leadership and control over Telekom Austria Group by providing América Móvil with the right to nominate the majority of Telekom Austria Group’s supervisory board members and to nominate the chairman and chief executive officer of Telekom Austria Group’s management board with the decision-making vote over all management decisions. As part of the renewal of the TKA Shareholders Agreement, América Móvil and OBAG agreed to firmly support the spin-off of the mobile towers in most of the countries in which TKA operates, including Austria. In furtherance of the foregoing, we procured a € 500 million, five-year bullet loan on behalf of EuroTeleSites AG (“EuroTeleSites”), the company designated to own TKA’s towers after the spin-off. On July 6, 2023, EuroTeleSites launched a € 500 million 5.25% five-year bond. The five-year bullet loan and five-year bond were designed to ensure EuroTeleSite’s full funding at the time of the tower spin-off. The spin-off of TKA’s tower business, in all countries in which TKA operates, other than Belarus, was approved by the shareholders of TKA in an extraordinary shareholders’ meeting on August 1, 2023. On September 22, 2023, TKA completed the spin-off of its telecommunications towers and other related passive infrastructure in all countries in which TKA operates, other than Belarus, and listed the shares of EuroTeleSites on the Vienna Stock Exchange. As part of the spin-off, TKA contributed to EuroTeleSites net total assets of € 290 million in the form of capital stock, assets and liabilities, mainly consisting of the shares of TKA’s subsidiary. Both of TKA and EuroTeleSites are indirect subsidiaries of América Móvil over which América Móvil retains a controlling interest. |
For additional information on our acquisitions and investments, see Note 12 to our audited consolidated financial statements included in this annual report.
20
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 2023, our efforts were mainly focused on promoting our 5G services, our fiber optic rollout, 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. According to the 2023 Brand Finance Telecom 150 report, Claro and Telcel ranked among the top thirty and top fifty strongest brands, respectively, in the telecom sector worldwide. Also, in the Brand Finance Latin America report Claro was named the most valuable telecom brand and ranked as the third most valuable brand in the Latin America region. Kantar BrandZ named Telcel as the most valuable brand in Mexico. In addition, a
year-end
2023 study by Austrian Brand Monitor found that A1, the brand name behind Telekom Austria, ranked number one in the Austrian telecommunications market for brand preference. 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 380,000 points of sale and more than 3,350 customer service centers. Our subsidiaries also sell their services and products online.
CUSTOMER SERVICE
We give priority to providing our customers with quality customer care and support. 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.
21
Discontinued Operations
On November 23, 2021, we completed the sale of our U.S. operations to Verizon, as previously disclosed in our press release furnished on a report on Form
6-K
on November 23, 2021. As a result of the sale of TracFone, in accordance with IFRS 5, the operations of TracFone are classified as discontinued operations for the reporting periods prior to 2022 presented in the consolidated financial information included in this annual report. Accordingly, results are presented in the “profit (loss) after tax for the year from discontinued operations” in the consolidated financial information included in this annual report. Operating and financial information presented herein therefore excludes TracFone, including for periods prior to the sale. On July 1, 2022, we completed the sale of our Panamanian operations to Cable & Wireless Panama, S.A., an affiliate of LLA, as previously disclosed in our press release furnished on a report on Form
6-K
on July 1, 2022. As a result of the sale of Claro Panama, in accordance with IFRS 5, the operations of Claro Panama are classified as discontinued operations for the reporting periods prior to 2023 presented in the consolidated financial information included in this annual report. Accordingly, where applicable, results are presented in the “profit (loss) after tax for the year from discontinued operations” in the consolidated financial information included in this annual report. Operating and financial information presented herein therefore excludes Claro Panama, including for periods prior to the sale. On October 6, 2022, we entered into an agreement to combine our Chilean operations with LLA in order to create ClaroVTR, a 50:50 joint venture, as a result of which Claro Chile ceased to be our wholly owned subsidiary, as previously disclosed in our press release furnished on a report on Form
6-K
on October 6, 2022. In accordance with IFRS 11, this transaction was classified as a joint venture, since we exercise joint control over ClaroVTR with LLA, and all relevant decisions require the consent of both parties. As a result of the incorporation of the ClaroVTR as a joint venture, in accordance with IFRS 5, the operations of Claro Chile are classified as discontinued operations for the reporting periods prior to 2023 presented in the consolidated financial information included in this annual report and are recognized through the equity method from October 6, 2022. Accordingly, where applicable, results are presented in the “profit (loss) after tax for the year from discontinued operations” in the consolidated financial information included in this annual report. Operating and financial information presented herein therefore excludes Claro Chile, including for periods prior to the joint venture agreement. Segments
We have operations in 22 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 mainly of Telcel and Telmex, respectively. Our headquarters’ operations are allocated to the Mexico Wireless segment. Our operations in the Southern Cone are presented in two segments, Argentina, and Uruguay and Paraguay. Financial information about our segments is presented in Note 23 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 the competitive landscape, the regulatory environment and economic factors, 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 operating revenues. Currency variations between the Mexican peso and the currencies of our
non-Mexican
subsidiaries, especially the Euro, U.S. dollar, Brazilian real, Colombian peso 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 from the year end of the prior fiscal year 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. All comparisons at constant exchange rates in our consolidated figures exclude Argentina.
Our Argentine subsidiary is subject to the accounting guidelines applicable to hyperinflationary economies, with all the accounting variables expressed in real terms at constant Argentine pesos. Pursuant to IFRS rules, for consolidation purposes in our consolidated financial statements—with no other economy considered hyperinflationary—Argentine peso figures expressed in constant Argentine peso terms at the prevailing prices at the end of a reporting period must be converted into Mexican pesos at the exchange rate observed at the end of such reporting period. Due to hyperinflationary conditions in Argentina and the magnitude of the Argentine peso’s depreciation, the application of the above-referenced norm generates unusual effects. Therefore, we exclude Argentina from all consolidated figures cited at constant exchange rates.
24
Effects of Exchange Rates
Our results of operations are affected by changes in currency exchange rates. In 2023 compared to 2022, the Mexican peso was stronger against several of our operating currencies, including the U.S. Dollar, the Euro, the Brazilian real and the Colombian peso.
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 foreign currency exchange (loss) gain, net in our consolidated statements of comprehensive income.
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 2023, the Mexican peso strengthened against the currencies in which most of our indebtedness is denominated, and we recorded net foreign exchange gains of Ps.14.7 billion and net fair value losses on derivatives of Ps.10.3 billion. In 2022, the Mexican peso strengthened against the currencies in which most of our indebtedness is denominated, and we recorded net foreign exchange gains of Ps.20.8 billion and net fair value losses on derivatives of Ps.28.6 billion. See Note 7 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.
Comparison of Results of Operations Between 2022 and 2021
Discussions of year-over-year comparisons between 2022 and 2021 that are not included in this report can be found under Part II, “Operating and Financial Review and Prospects” of our Form
20-F
for the fiscal year ended December 31, 2022, as filed on May 1, 2023 (File No. 001-16269).
Due to classifying Claro Panama’s and Claro Chile’s operations as discontinued operations for all years prior to 2023 presented in the consolidated financial information included in this report, the year-over-year comparisons presented in our Form 20-F
for the fiscal year ended December 31, 2022, as filed on May 1, 2023, may not align with the figures presented herein for the same periods. Composition of Operating Revenues
In 2023, our total operating revenues were Ps.816.0 billion. Our operating revenues are derived from the sale of wireless and fixed voice services, wireless and fixed data services, including OTT services, value-added services and IT solutions, Pay TV, equipment, accessories and other services. For more information, see “Operating and Financial Review and Prospects—Results of Operations” under Part II of this annual report.
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.
General Trends Affecting Operating Results
Our results of operations in 2023 reflected several continuing long-term trends, including:
• |
intense competition, with growing costs for marketing and subscriber acquisition and retention, as well as increasing service prices; |
• |
developments in the telecommunications regulatory environment; |
• |
growing demand for data services over fixed and wireless networks, as well as for smartphones and devices with stronger data service capabilities; |
• |
declining demand for voice services; |
• |
declining demand for traditional Pay TV services; |
• |
increasing capital expenditures linked to higher demand for connectivity; |
• |
our continued strategic focus on our cost savings programs in view of pressures from costs of customer care, the growing size and complexity of our infrastructure and general price inflation; and |
• |
instability in economic conditions caused by political uncertainty, inflation and volatility in financial markets and exchange rates. |
These trends are broadly characteristic of our businesses in all regions in recent years, and they have affected comparable telecommunications providers as well.
25
CONSOLIDATED RESULTS OF OPERATIONS FOR 2023 AND 2022
As described above under “Constant Currency Presentation,” due to hyperinflationary conditions in Argentina, for comparative purposes, our consolidated results of operations at constant exchange rates exclude Argentina.
Operating Revenues
Total operating revenues for 2023 decreased by 3.4%, or Ps.28.5 billion, over 2022. At constant exchange rates, total operating revenues for 2023 increased by 5.1% over 2022. This increase at constant exchange rates principally reflects an increase in mobile service revenues and a favorable trend in fixed services, partially offset by a decrease in fixed voice and Pay TV service revenues.
SERVICE REVENUES.
Service revenues for 2023 decreased by 3.3%, or Ps.23.8 billion, over 2022. At constant exchange rates, service revenues for 2023 increased by 5.2% over 2022. This increase at constant exchange rates principally reflects increases in revenues from our prepaid and postpaid mobile services, broadband and corporate services networks, which were partially offset by a decrease in revenues from our fixed voice and Pay TV services.
SALES OF EQUIPMENT.
Sales of equipment revenues for 2023 decreased by 3.5%, or Ps.4.7 billion, over 2022. At constant exchange rates, sales of equipment revenues for 2023 increased by 4.6% over 2022. This increase at constant exchange rates principally reflects higher sales of smartphones, data-enabled devices and accessories in Brazil, Mexico, Austria, Colombia and Ecuador, which were partially offset by lower sales in Central America and Peru.
Operating Costs and Expenses
TOTAL OPERATING COSTS AND EXPENSES.
Total operating costs and expenses for 2023 decreased by 3.6%, or Ps.18.6 billion, over 2022. At constant exchange rates, total operating costs and expenses for 2023 increased by 4.8% over 2022. This increase in operating costs and expenses at constant exchange rates principally reflects increased costs associated with electric energy, network maintenance, lease space, IT and logistics.
COST OF SALES AND SERVICES.
Cost of sales and services decreased by 4.3%, or Ps.14.1 billion, over 2022. At constant exchange rates, cost of sales and services for 2023 increased by 3.9% over 2022. This increase in costs of sales and services at constant exchange rates principally reflects an increase in sales of
higher-end
smartphones as well as, increased electric energy costs, corporate network, IT services and network maintenance costs. This increase was partially offset by our cost savings program.
COMMERCIAL, ADMINISTRATIVE AND GENERAL EXPENSES.
Commercial, administrative and general expenses for 2023 decreased by 3.6%, or Ps.6.5 billion, over 2022. As a percentage of operating revenues, commercial, administrative and general expenses were 21.2% for 2023, the same as 2022. At constant exchange rates, commercial, administrative and general expenses for 2023 increased by 5.1% over 2022. This increase in commercial, administrative and general expenses at constant exchange rates principally reflects the recognition of certain uncollectible accounts, increased expenses for frequency
rights-of-use
(i.e.,
concessions), improvements to customer service centers and advertising. OTHER EXPENSES.
Other expenses for 2023 increased by Ps.2.0 billion over 2022, principally due to the cost of sales of towers in Peru and the Dominican Republic.
DEPRECIATION AND AMORTIZATION.
Depreciation and amortization for 2023 decreased by 4.3%, or Ps.6.8 billion, over 2022. As a percentage of operating revenues, depreciation and amortization were 18.6% for 2023, a decrease of 0.2% over 2022. At constant exchange rates, depreciation and amortization for 2023 increased by 8.3% over 2022. This increase in depreciation and amortization at constant exchange rates principally reflects higher amortization of for towers owned by Sitios Latam, higher capital expenditures in Brazil, our acquisition of 32.0% of Oi Group’s mobile business in Brazil in April 2022 and amortization of 5G license payments.
rights-of-use
Operating Income
Operating income for 2023 decreased by 1.8%, or Ps.3.1 billion, over 2022. Operating margin (operating income as a percentage of operating revenues) was 20.6% for 2023, which represented an increase of 0.3% over 2022.
Non-Operating
Items NET INTEREST EXPENSE.
FOREIGN CURRENCY EXCHANGE GAIN, NET.
We recorded a net foreign currency exchange gain of Ps.14.7 billion for 2023, compared to our net foreign currency exchange gain of Ps.20.8 billion for 2022. This decrease principally reflects the depreciation of certain
26
currencies against the Mexican Peso, in which our indebtedness is denominated, particularly, the U.S. dollar, the euro and the British pound sterling.
VALUATION OF DERIVATIVES, INTEREST COST FROM LABOR OBLIGATIONS AND OTHER FINANCIAL ITEMS, NET.
INCOME TAX.
Our income tax expense in 2023 decreased by 25.0%, or Ps.11.5 billion, over 2022 (excluding income tax for discontinued operations in Panama and Chile). This decrease mainly reflects less profit before income tax due to a decrease in our net foreign currency exchange gains and other effects, including a Ps.12.2 billion impairment of ClaroVTR’s purchased convertible notes, in 2023.
Our effective corporate income tax rate as a percentage of profit before income tax was 29.9% for 2023, compared to 34.3% for 2022. This rate differed from the applicable rate of 30.0% under Mexican law and changed year over year mainly due to the tax effects of higher inflation on several of our subsidiaries, other tax benefits in Brazil and net operating losses in Brazil and in our Mexican fixed line business.
Net Profit
We recorded a net profit of our continuing operations of Ps.80.8 billion for 2023, a decrease of 8.4%, or Ps.7.4 billion, over 2022.
SEGMENT RESULTS OF OPERATIONS
We discuss below the operating results of each reportable segment. Notes 2. z) and 23 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 most significant non Mexican operations, as expressed in Mexican pesos per foreign currency unit, and the change from the rate used in the prior period. The U.S. dollar is the functional currency in several of the countries or territories in which we or our subsidiaries operate, including Ecuador, Puerto Rico and El Salvador.
The tables below set forth operating revenues and operating income for each of our segments for the years indicated.
YEAR ENDED DECEMBER 31, 2023 |
||||||||||||||||
OPERATING REVENUES |
OPERATING INCOME |
|||||||||||||||
(in millions of Mexican pesos) |
(as a % of total operating revenues) |
(in millions of Mexican pesos) |
(as a % of total operat- ing income) |
|||||||||||||
Mexico Wireless |
Ps. 258,788 |
31.7 |
Ps. 84,817 |
50.6 |
||||||||||||
Mexico Fixed |
101,832 |
12.5 |
12,064 |
7.2 |
||||||||||||
Brazil |
166,710 |
20.4 |
25,618 |
15.3 |
||||||||||||
Colombia |
62,718 |
7.7 |
9,959 |
5.9 |
||||||||||||
Southern Cone (Argentina) |
18,923 |
2.3 |
515 |
0.3 |
||||||||||||
Southern Cone (Paraguay and Uruguay) |
4,006 |
0.5 |
(444 |
) |
(0.3 |
) | ||||||||||
Andean Region |
52,992 |
6.5 |
10,639 |
6.3 |
||||||||||||
Central America (1) |
44,064 |
5.4 |
6,956 |
4.1 |
||||||||||||
Caribbean |
38,268 |
4.7 |
7,723 |
4.6 |
||||||||||||
Europe |
100,836 |
12.4 |
15,752 |
9.4 |
||||||||||||
Eliminations |
(33,124 |
) |
(4.1 |
) |
(5,815 |
) |
(3.4 |
) | ||||||||
Total |
Ps. 816,013 |
100.0 |
Ps. 167,784 |
100.0 |
||||||||||||
27
YEAR ENDED DECEMBER 31, 2022 |
||||||||||||||||
OPERATING REVENUES |
OPERATING INCOME |
|||||||||||||||
(in millions of Mexican pesos) |
(as a% of total operating revenues) |
(in millions of Mexican pesos) |
(as a% of total operat- ing income) |
|||||||||||||
Mexico Wireless |
Ps. 245,899 |
29.1 |
Ps. 76,709 |
44.9 |
||||||||||||
Mexico Fixed |
99,985 |
11.8 |
16,172 |
9.5 |
||||||||||||
Brazil |
170,880 |
20.2 |
26,666 |
15.6 |
||||||||||||
Colombia |
71,300 |
8.4 |
14,171 |
8.3 |
||||||||||||
Southern Cone (Argentina) |
34,517 |
4.1 |
2,571 |
1.5 |
||||||||||||
Southern Cone (Paraguay and Uruguay) |
4,521 |
0.5 |
(778 |
) |
(0.5 |
) | ||||||||||
Andean Region |
55,498 |
6.6 |
8,262 |
4.8 |
||||||||||||
Central America (1) |
47,215 |
5.6 |
7,540 |
4.4 |
||||||||||||
Caribbean |
42,714 |
5.1 |
10,285 |
6.0 |
||||||||||||
Europe |
105,956 |
12.5 |
16,156 |
9.5 |
||||||||||||
Eliminations |
(33,984 |
) |
(3.9 |
) |
(6,883 |
) |
(4.0 |
) | ||||||||
Total |
Ps. 844,501 |
100.0 |
Ps. 170,871 |
100.0 |
||||||||||||
(1) Excludes Claro Panama. |
||||||||||||||||
INTERPERIOD SEGMENT COMPARISONS
The following discussion addresses the financial performance of each of our reportable segments by comparing results for 2023 and 2022. In the year-over-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 23 to our audited consolidated financial statements.
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.
For all segments, 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), which consist of segment operating
revenues, segment operating income and segment operating margin, respectively, minus (i) certain intersegment transactions, (ii) for our
non-Mexican
segments, the effects of foreign currency translation 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. The following discussions provide a quantification of these non-IFRS
financial measures, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS. We have provided the non-IFRS
financial measures herein, which are not calculated or presented in accordance with IFRS, as supplemental information and in addition to the financial measures that are calculated and presented in accordance with IFRS. These supplemental
non-IFRS
financial measures are presented because management has evaluated our financial results both including and excluding the adjusted items and believes that the supplemental non-IFRS
financial measures presented provide additional perspective and insights when analyzing our core operating performance from period to period and trends in our historical operating results. These supplemental non-IFRS
financial measures should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the IFRS financial measures presented herein. Except for the Southern Cone – Argentina segment, comparisons in the following discussion are calculated using figures in Mexican pesos. For the Southern Cone – Argentina segment only, due to hyperinflationary conditions in Argentina, comparisons in the following discussion are calculated using figures in constant Argentine peso terms, i.e., adjusted for inflation in accordance with International Accounting Standard (“IAS”) 29 Financial Reporting in Hyperinflationary Economies (“IAS 29”), and must be converted into Mexican pesos at the exchange rate observed at the end of the period per IFRS rules, as described above under “Constant Currency Presentation.”
Discussions of year-over-year comparisons between 2022 and 2021 that are not included in this report can be found under Part II, Operating and Financial Review and Prospects of our Form
20-F
for the fiscal year ended December 31, 2022, as filed on May 1, 2023. 28
2023 COMPARED TO 2022
Mexico Wireless
The number of prepaid wireless subscriptions for 2023 increased by 0.9% over 2022, and the number of postpaid wireless subscriptions increased by 2.4%, resulting in an increase in the total number of wireless subscriptions in Mexico of 1.2%, or 983 thousand, to approximately 83.8 million as of December 31, 2023.
Segment operating revenues for 2023 increased by 5.2% over 2022. Adjusted segment operating revenues were Ps.239.6 billion in 2023 and Ps.226.2 in 2022, after giving effect to adjustments of Ps.(19.2) billion and Ps.(19.7) billion, respectively, for intersegment transactions and revenues of group corporate activities and other businesses that are allocated to the Mexico Wireless segment. This represents an increase of 5.9% in adjusted segment operating revenues in 2023 as compared to 2022, which principally reflects an increase in mobile services in prepaid and postpaid plans.
Segment operating income for 2023 increased by 10.6% over 2022. Adjusted segment operating income was Ps.98.1 billion in 2023 and Ps.91.1 billion in 2022, after giving effect to adjustments of Ps.13.3 billion and Ps.14.4 billion, respectively, for intersegment transactions and revenues and costs of group corporate activities and other businesses that are allocated to the Mexico Wireless segment. This represents an increase in adjusted segment operating income of 7.7% in 2023 as compared to 2022.
Segment operating margin was 32.8% in 2023, as compared to 31.2% in 2022. Adjusted segment operating margin was 40.9% in 2023, as compared to 40.3% in 2022. This slight increase in segment operating margin for 2023 principally reflects the effects of our cost savings program, partially offset by increases in costs associated with maintenance, customer care and adjustments in wages and salaries.
Mexico Fixed
The number of fixed voice RGUs in Mexico for 2023 decreased by 1.1% over 2022, and the number of broadband RGUs in Mexico increased by 4.6%, resulting in an increase in total fixed RGUs in Mexico of 1.7% over 2022, or 347 thousand, to approximately 21.2 million as of December 31, 2023.
Segment operating revenues for 2023 increased by 1.8% over 2022. Adjusted segment operating revenues were Ps.84.8 billion in 2023 and Ps.83.0 billion in 2022, after giving effect to adjustments of Ps.(17.0) billion and Ps.(16.9) billion for intersegment transactions. This represents an increase of 2.1% in adjusted segment operating revenues in 2023 as compared to 2022, which
principally reflects a stable increase in broadband by 7.2% and corporate network services by 11.3%, which was partially offset by a continued decrease in fixed voice revenues by 1.9% and long distance services by 13.8%.
Segment operating income for 2023 decreased by 25.4% over 2022. Adjusted segment operating (loss) income was Ps.(0.1) billion in 2023 and Ps.4.5 billion in 2022, after giving effect to adjustments of Ps.(12.2) billion and Ps.(11.7) billion, respectively, for intersegment transactions. This represents a decrease of 102.6% in adjusted segment operating income in 2023 as compared to 2022, which principally reflects increases in network maintenance costs, technical expenses and the contractual salary of our employees.
Segment operating margin was 11.8% in 2023, as compared to 16.2% in 2022. Adjusted segment operating margin was (0.1)% in 2023, as compared to 5.4% in 2022. The decrease in segment operating margin for 2023 principally reflects a decrease in revenues from voice services and an increase in network maintenance costs and technical expenses.
Brazil
The number of prepaid wireless subscriptions for 2023 decreased by 2.3% over 2022, and the number of postpaid wireless subscriptions increased by 9.7%, resulting in an increase in the total number of wireless subscriptions in Brazil of 4.4%, or 3.7 million, to approximately 87.0 million as of December 31, 2023. The increase in postpaid wireless subscriptions is due primarily to commercial efforts aimed at converting prepaid subscriptions to postpaid subscriptions. The number of fixed voice RGUs for 2023 decreased by 8.3% over 2022, the number of broadband RGUs increased by 2.2%, and the number of Pay TV RGUs decreased by 9.5%, resulting in a decrease in total fixed RGUs in Brazil of 4.3%, or 1.0 million, to approximately 23.1 million as of December 31, 2023. The number of Pay TV RGUs for 2023 and 2022 has been adjusted to the criteria by which we report to the local regulator.
Segment operating revenues for 2023 decreased by 2.4% over 2022. Adjusted segment operating revenues were Ps.178.2 billion in 2023 and Ps.166.0 billion in 2022, after giving effect to adjustments of Ps.11.5 billion and Ps.(4.9) billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 7.4% in adjusted segment operating revenues in 2023 as compared to 2022, which principally reflects stronger performance in prepaid, postpaid, and broadband services, partially offset by fixed voice and Pay TV.
29
Segment operating income for 2023 decreased by 3.9% over 2022. Adjusted segment operating income was Ps.26.1 billion in 2023 and Ps.24.1 billion in 2022, after giving effect to adjustments of Ps.0.5 billion and Ps.(2.5) billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 8.1% in adjusted segment operating income in 2023 as compared to 2022.
Segment operating margin was 15.4% in 2023, as compared to 15.6% in 2022. Adjusted segment operating margin was 14.6% in 2023, as compared to 14.5% in 2022. This slight increase in adjusted segment operating margin for 2023 principally reflects the effects of our cost savings program, partially offset by an increase in wages and salaries, maintenance and leases.
Colombia
The number of prepaid wireless subscriptions for 2023 increased by 4.2% over 2022, and the number of postpaid wireless subscriptions increased by 5.4%, resulting in an increase in the total number of wireless subscriptions in Colombia of 4.5%, or 1.7 million, to approximately 39.2 million as of December 31, 2023. The number of fixed voice RGUs for 2023 increased by 4.5% over 2022, the number of broadband RGUs increased by 1.4% and the number of Pay TV RGUs increased by 0.5%, resulting in an increase in total fixed RGUs in Colombia of 2.1%, or 192 thousand, to approximately 9.4 million as of December 31, 2023.
Segment operating revenues for 2023 decreased by 12.0% over 2022. Adjusted segment operating revenues Ps.72.7 billion in 2023 and Ps.71.3 billion in 2022, after giving effect to adjustments of Ps.10.0 billion and Ps.13.8 million, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 2.0% in adjusted segment operating revenues in 2023 as compared to 2022, which principally reflects an increase in service and equipment revenues.
Segment operating income for 2023 decreased by 29.7% over 2022. Adjusted segment operating income was Ps.15.2 billion in 2023 and Ps.17.6 billion in 2022, after giving effect to adjustments of Ps.5.2 billion and Ps.3.4 billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents a decrease of 13.8% in adjusted segment operating income in 2023 as compared to 2022.
Segment operating margin was 15.9% in 2023, as compared to 19.9% in 2022. Adjusted segment operating margin was 20.8% in 2023, as compared to 24.6% in 2022. This decrease is due to the impact of exchange rate
fluctuations on U.S. dollar-denominated costs such as content and network maintenance, and expenses linked to inflation, such as electric energy costs.
Southern Cone – Argentina
As described above under “Interperiod Segment Comparisons,” due to hyperinflationary conditions in Argentina, comparisons in the following discussion are calculated using figures in constant Argentine peso terms, i.e., adjusted for inflation in accordance with IAS 29.
The number of prepaid wireless subscriptions for 2023 increased by 5.2% over 2022, and the number of postpaid wireless subscriptions increased by 3.2%, resulting in an increase in the total number of wireless subscriptions in Argentina of 4.4%, or 1.1 million, to approximately 25.0 million as of December 31, 2023. The number of fixed voice RGUs for 2023 increased by 23.3% over 2022, the number of broadband RGUs increased by 25.4%, and the number of Pay TV RGUs increased by 36.8%, resulting in an increase of total fixed RGUs of 26.1%, or 665 thousand, to approximately 3.2 million as of December 31, 2023.
Segment operating revenues for 2023 decreased by 8.2% over 2022. Adjusted segment operating revenues were Ps.18.9 billion in 2023 and Ps.20.6 billion in 2022, after giving effect to adjustments of Ps.(38.4) million and Ps.(13.9) billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents a decrease of 8.2% in adjusted segment operating revenues in 2023 as compared to 2022, which is attributable to decreases in mobile service revenue, offset by increases in fixed line platform (broadband and PayTV).
Segment operating income for 2023 decreased by 38.6% over 2022. Adjusted segment operating income was Ps.6.2 billion in 2023 and Ps.6.6 billion in 2022, after giving effect to adjustments of Ps.5.7 billion and Ps.4.0 billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents a decrease of 5.9% in adjusted segment operating income in 2023 as compared to 2022.
Segment operating margin was 8.5% as compared to 12.7% in 2022. Adjusted
segment
operating margin was 32.9% in 2023, as compared to 32.1% in 2022. This increase in adjusted operating margin principally reflects an increase in fixed line platform (broadband and PayTV), which was offset by decreases in equipment revenue and mobile services. 30
Southern Cone – Paraguay and Uruguay
The number of prepaid wireless subscriptions for 2023 decreased by 5.3% over 2022, and the number of postpaid wireless subscriptions increased by 18.1%, resulting in an increase in the total number of wireless subscriptions in Paraguay and Uruguay of 2.5%, or 76 thousand, to approximately 3.1 million as of December 31, 2023. In Paraguay and Uruguay, the number of broadband RGUs increased by 39.9%, and the number of Pay TV RGUs decreased by 8.3%, resulting in an increase in total fixed RGUs in Paraguay and Uruguay of 5.8%, or 18 thousand, to approximately 337 thousand as of December 31, 2023.
Segment operating revenues for 2023 decreased by 11.4% over 2022. Adjusted segment operating revenues were Ps.4.5 billion in 2023, the same as in 2022, after giving effect to adjustments of Ps.0.5 billion and Ps.(55.2) million, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 1.8% in adjusted segment operating revenues for 2023 as compared to 2022, which principally reflects increases in postpaid and broadband revenues, partially offset by decreases in Pay TV revenues in Paraguay and prepaid mobile revenues in Uruguay.
Segment operating loss for 2023 decreased by 42.9% over 2022. Adjusted segment operating loss was Ps.(54) million in 2023 and Ps.(0.1) billion in 2022, after giving effect to adjustments of Ps.0.4 billion and Ps.0.7 billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents a decrease of 47.3% in adjusted segment operating loss in 2023 as compared to 2022.
Segment operating margin was (11.1)% in 2023, as compared to (17.2)% in 2022. Adjusted segment operating margin was (1.2)% in 2023, as compared to (2.3)% in 2022. This improvement in segment operating margin for 2023 principally reflects increases in postpaid and broadband revenues, partially offset by decreases in prepaid and Pay TV revenues in Paraguay and decreases in prepaid revenues in Uruguay.
Andean Region – Ecuador and Peru
The number of prepaid wireless subscriptions for 2023 increased by 1.1% over 2022, and the number of postpaid wireless subscriptions increased by 5.4%, resulting in an increase in the total number of wireless subscriptions in our Andean Region segment of 2.7%, or 570 thousand, to approximately 21.9 million as of December 31, 2023. The number of fixed voice RGUs for 2023 decreased by 13.7% over 2022, the number of broadband RGUs increased by 1.3% and the number of Pay TV RGUs decreased by 6.3%, resulting in a decrease in total fixed RGUs in our Andean
Region segment of 5.2%, or 136 thousand, to approximately 2.5 million as of December 31, 2023.
Segment operating revenues for 2023 decreased by 4.5% over 2022. Adjusted segment operating revenues were Ps.59.1 billion in 2023 and Ps.55.5 billion in 2022, after giving effect to adjustments of Ps.6.2 billion and Ps.37.2 million, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 6.5% in adjusted segment operating revenues in 2023 as compared to 2022, which principally reflects increases in revenues in both Peru and Ecuador. In Peru, the increase in revenues reflects higher revenues from postpaid wireless, broadband, corporate networks and Pay TV services, partially offset by a decrease in fixed voice revenues. In Ecuador, the increase in revenues reflects higher revenues from postpaid, broadband and corporate services, partially offset by a decrease in prepaid and fixed voice revenues.
Segment operating income for 2023 increased by 28.8% over 2022. Adjusted segment operating income was Ps.14.9 billion in 2023 and Ps.10.9 billion in 2022, after giving effect to adjustments of Ps.4.3 billion and Ps.2.6 billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 36.8% in segment operating income in 2023 as compared to 2022, which principally reflects an increase in adjusted operating income of 12.1% in Ecuador and an increase in adjusted operating income of 62.2% in Peru.
Segment operating margin was 20.1% in 2023, as compared to 14.9% in 2022. Adjusted segment operating margin was 25.2% in 2023, as compared to 19.6% in 2022. This increase in the segment operating margin for 2023 principally reflects the effects of our cost savings program, partially offset by increases in electric energy, maintenance and administration costs.
Central America - Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica
The number of prepaid wireless subscriptions for 2023 increased by 2.6% over 2022, and the number of postpaid wireless subscriptions increased by 9.0%, resulting in an increase in the total number of wireless subscriptions in our Central America segment of 3.6%, or 600 thousand, to approximately 17.3 million as of December 31, 2023. The number of fixed voice RGUs for 2023 increased by 3.6% over 2022, the number of broadband RGUs increased by 8.4%, and the number of Pay TV RGUs increased by 8.6%, resulting in an increase in total fixed RGUs in our Central America segment of 6.5%, or 300 thousand, to approximately 4.9 million as of December 31, 2023.
31
Segment operating revenues for 2023 decreased by 6.7% over 2022. Adjusted segment operating revenues were Ps.49.9 billion in 2023 and Ps.47.1 billion in 2022, after giving effect to adjustments of Ps.5.8 billion and Ps.(94.8) million, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 5.8% in adjusted segment operating revenues in 2023 as compared to 2022.
Segment operating income for 2023 decreased by 7.7% over 2022. Adjusted segment operating income was Ps.9.9 billion in 2023 and Ps.9.4 billion in 2022, after giving effect to adjustments of Ps.2.9 billion and Ps.1.8 billion, respectively, for intersegment transactions and the effects of foreign currency translation.. This represents an increase of 5.8% in adjusted segment operating income in 2023 as compared to 2022, which principally reflects increases in all service revenues other than fixed voice.
Segment operating margin was 15.8% in 2023, as compared to 16.0% in 2022. Adjusted segment operating margin was 19.9% in 2023, the same as in 2022. The variation in our segment operating margin for 2023 principally reflects slight increases in infrastructure leasing, maintenance and commercial expenses.
Caribbean – The Dominican
Republic and Puerto Rico
The number of prepaid wireless subscriptions for 2023 increased by 3.5% over 2022, and the number of postpaid wireless subscriptions increased by 3.0%, resulting in an increase in the total number of wireless subscriptions in our Caribbean segment of 3.4%, or 247 thousand, to approximately 7.6 million as of December 31, 2023. The number of fixed voice RGUs for 2023 decreased by 0.6% over 2022, the number of broadband RGUs increased by 2.8% and the number of Pay TV RGUs decreased by 1.8%, resulting in a slight increase in total fixed RGUs of 0.5%, or 13 thousand, to approximately 2.8 million as of December 31, 2023.
Segment operating revenues for 2023 decreased by 10.4% over 2022. Adjusted segment operating revenues were Ps.42.0 billion in 2023 and Ps.40.9 billion in 2022, after giving effect to adjustments of Ps.3.7 billion and Ps.(1.8) billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 2.6% in adjusted segment operating revenues in 2023 as compared to 2022, which principally reflects an increase in postpaid, broadband and corporate networks in Puerto Rico and the Dominican Republic, which was partially offset by decreases in prepaid revenues in the Dominican Republic and in fixed voice and Pay TV revenues in the Dominican Republic and
Puerto Rico. We analyze segment results in U.S. dollars because it is the functional currency of our operations in Puerto Rico.
Segment operating income and segment operating margin for 2023 decreased by 24.9% over 2022. Adjusted segment operating income was Ps.8.7 billion in 2023 and Ps.9.7 billion in 2022, after giving effect to adjustments of Ps.0.9 billion and Ps.(0.5) billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents a decrease of 11.1% in adjusted segment operating income in 2023 as compared to 2022, which principally reflects an operating loss of 169.5% in Puerto Rico due to an extraordinary adjustment in employee health benefit plans in 2022 and an increase in depreciation and amortization in 2023, partially offset by an operating income increase of 17.3% in the Dominican Republic due to the effects of our cost savings program.
Segment operating margin decreased by 3.9% over 2022. Adjusted segment operating margin decreased by 3.2% over 2022. This decrease in adjusted segment operating margin for 2023 is mainly due to the reasons described above.
Europe
The number of prepaid wireless subscriptions for 2023 decreased by 2.3% over 2022, and the number of postpaid wireless subscriptions increased by 7.1%, resulting in an increase in the total number of wireless subscriptions in our Europe segment of 5.6%, or 1.3 million, to approximately 25.2 million as of December 31, 2023. The number of fixed voice RGUs for 2023 decreased by 4.4% over 2022, the number of broadband RGUs increased by 2.1% and the number of Pay TV RGUs increased by 4.8%, resulting in an increase in total fixed RGUs in our Europe segment of 1.1%, or 67 thousand, to approximately 6.3 million as of December 31, 2023.
Segment operating revenues for 2023 decreased by 4.8% over 2022. Adjusted segment operating revenues were Ps.111.6 billion in 2023 and Ps.106.2 billion in 2022, after giving effect to adjustments of Ps.10.7 billion and Ps.0.3 billion, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 5.0% in adjusted segment operating revenues in 2023 as compared to 2022, which principally reflects increases in all service revenues other than fixed voice.
Segment operating income for 2023 decreased by 2.5% over 2022. Adjusted segment operating income was Ps.17.5 billion in 2023 and Ps.16.2 billion in 2022, after giving effect to adjustments of Ps.1.7 billion and
32
Ps.79.6 million, respectively, for intersegment transactions and the effects of foreign currency translation. This represents an increase of 7.7% in adjusted segment operating income in 2023 as compared to 2022.
Segment operating margin was 15.6% in 2023 as compared to 15.2% in 2022. Adjusted segment operating margin was 15.7% in 2023, as compared to 15.3% in 2022. This increase in adjusted segment operating margin principally reflects the effects of our cost savings program and improved performance in all countries in our Europe segment, partially offset by increases in network maintenance and electric energy costs.
33
FUNDING REQUIREMENTS
We generate substantial cash flows from our operations. On a consolidated basis, our cash flows from operating activities were Ps.248.1 billion in 2023, compared to Ps.225.3 billion in 2022. Our cash and cash equivalents amounted to Ps.26.6 billion at December 31, 2023, compared to Ps.33.7 billion at December 31, 2022. We believe our working capital is sufficient for our present requirements, and we anticipate generating sufficient cash to satisfy our long-term liquidity needs. 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.156.3 billion in 2023, Ps.159.8 billion in 2022, and Ps.158.7 billion in 2021. The amount of capital expenditures can vary significantly from year to year, depending on acquisition opportunities, concession renewal schedules and the need for more spectrum. We have budgeted capital expenditures for 2024 of approximately U.S.$7.0 billion (Ps.124.4 billion), which will be primarily funded by our operating activities. |
• |
Acquisitions - |
• |
Short-term debt and contractual obligations - |
• |
Long-term debt and contractual obligations - |
between 2025 and 2027, including approximately Ps.58.6 billion of principal and amortization, Ps.39.8 billion in long-term lease debt, and Ps.19.7 billion in purchase obligations. On the same date, we had approximately Ps.102.6 billion in debt and contractual obligations due between 2028 and 2029, including approximately Ps.57.7 billion of principal and amortization, Ps.28.6 billion in long-term lease debt, and Ps.16.3 billion in purchase obligations. On the same date, we had approximately Ps.283.5 billion in debt and contractual obligations due after 2029, including approximately Ps.223.4 billion of principal and amortization, Ps.32.4 billion in long-term lease debt, and Ps.27.7 billion in purchase obligations. |
• |
Dividends - |
• |
Share repurchases - |
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, the local 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. Net debt is defined as total debt (determined as short-and long-term debt; as shown in the below table) minus (i) cash and cash equivalents, (ii) equity investments at fair value through other comprehensive income (“OCI”)
34
and other short-term investments and (iii) debt instruments at fair value through OCI. EBITDA is defined as operating income plus depreciation (which includes both depreciation of right-of-use assets and other depreciation). The following discussions provide a quantification of net debt, presented herein to the most directly comparable financial measures calculated and presented in accordance with IFRS. We do not utilize EBITDA to report financial figures in the body of this annual report.
Our total consolidated indebtedness as of December 31, 2023, was Ps.500.7 billion, of which Ps.161.0 billion was short-term debt (including the current portion of long-term debt), compared to Ps.510.6 billion as of December 31, 2022.
As of December 31, 2023, we had net debt of Ps.385.4 billion, compared to net debt of Ps.381.5 billion as of December 31, 2022. At December 31, 2023, we had cash and cash equivalents of Ps.26.6 billion, equity investments at fair value through OCI and other short-term investments of Ps.73.8 billion and Ps.14.9 billion in debt instruments at fair value through OCI.
Without taking into account the effects of derivative financial instruments that we use to manage our interest rate and currency risk, approximately 71.5% of our indebtedness at December 31, 2023 was denominated in currencies other than Mexican pesos (approximately 40.1% of such
non-Mexican
peso debt was in U.S. dollars and 59.9% in other currencies), and approximately 19.5% of our consolidated debt obligations bore interest at floating rates. After the effects of derivative transactions and excluding the debt of Telekom Austria, approximately 58.1% of our net debt as of December 31, 2023, was denominated in Mexican pesos. The weighted average cost of all our third-party debt at December 31, 2023 (excluding commissions and reimbursement of certain lenders for Mexican taxes withheld) was approximately 5.94% per annum.
Our major categories of indebtedness at December 31, 2023 are summarized in the table below. See also Note 14 to our audited consolidated financial statements included in this annual report.
TOTAL DEBT (1) |
||||
(millions of Mexican pesos) |
||||
SENIOR NOTES |
||||
DENOMINATED IN U.S. DOLLARS |
||||
América Móvil 3.625% Senior Notes due 2029 |
16,894 |
|||
América Móvil 2.875% Senior Notes due 2030 |
16,894 |
|||
América Móvil 4.700% Senior Notes Due 2032 |
12,670 |
|||
TOTAL DEBT (1) |
||||
(millions of Mexican pesos) |
||||
América Móvil 6.375% Senior Notes due 2035 |
16,578 |
|||
América Móvil 6.125% Senior Notes due 2037 |
6,238 |
|||
América Móvil 6.125% Senior Notes due 2040 |
33,711 |
|||
América Móvil 4.375% Senior Notes due 2042 |
19,428 |
|||
América Móvil 4.375% Senior Notes due 2049 |
21,117 |
|||
Total |
Ps. 143,528 |
|||
DENOMINATED IN MEXICAN PESOS |
||||
Commercial Paper 11.439% due 2024 |
200 |
|||
América Móvil TIIE + 0.020% Domestic Senior Notes due 2024 (2) |
1,357 |
|||
América Móvil TIIE + 0.050% Domestic Senior Notes due 2024 |
1,920 |
|||
América Móvil 7.125% Senior Notes due 2024 |
11,000 |
|||
América Móvil 0.000% Domestic Senior Notes due 2025 |
5,930 |
|||
América Móvil TIIE + 0.050% Domestic Senior Notes due 2025 |
3,000 |
|||
América Móvil TIIE + 0.300% Domestic Senior Notes due 2025 |
410 |
|||
América Móvil 9.350% Senior Notes due 2028 |
11,016 |
|||
América Móvil 9.500% Senior Notes due 2031 |
17,000 |
|||
América Móvil 9.520% Domestic Senior Notes due 2032 |
14,679 |
|||
América Móvil 8.460% Senior Notes due 2036 |
7,872 |
|||
Telmex 8.360% Domestic Senior Notes due 2037 |
4,964 |
|||
América Móvil 4.840% Domestic Senior Notes due 2037 |
10,579 |
|||
Total |
Ps. 89,927 |
|||
DENOMINATED IN EURO |
||||
Commercial Paper 4.110% - 4.210% due 2024 |
9,511 |
|||
Exchangeable Bond 0.00% due 2024 |
37,663 |
|||
América Móvil 1.500% Senior Notes due 2024 |
15,851 |
|||
TKA 1.500% Senior Notes due 2026 |
13,987 |
|||
América Móvil 0.750% Senior Notes due 2027 |
14,095 |
|||
América Móvil 2.125% Senior Notes due 2028 |
11,122 |
|||
TKA 5.250% Senior Notes due 2028 |
9,324 |
|||
Total |
Ps. 111,554 |
|||
DENOMINATED IN BRAZILIAN REAIS |
||||
Claro Brasil CDI + 1.400% Domestic Senior Notes due 2024 |
14,830 |
|||
Claro Brasil CDI + 1.100% Domestic Senior Notes due 2024 |
3,489 |
|||
Claro Brasil CDI + 1.370% Domestic Senior Notes due 2025 |
5,234 |
|||
Claro Brasil CDI + 1.350% Domestic Senior Notes due 2026 |
5,234 |
|||
Total |
Ps. 28,788 |
|||
DENOMINATED IN POUND STERLING |
||||
América Móvil 5.000% Senior Notes due 2026 |
10,754 |
|||
América Móvil 5.750% Senior Notes due 2030 |
13,980 |
|||
América Móvil 4.948% Senior Notes due 2033 |
6,452 |
|||
América Móvil 4.375% Senior Notes due 2041 |
16,130 |
|||
Total |
Ps. 47,316 |
|||
35
TOTAL DEBT (1) |
||||
(millions of Mexican pesos) |
||||
DENOMINATED IN JAPANESE YEN |
||||
América Móvil 2.950% Senior Notes due 2039 |
1,557 |
|||
Total |
Ps. 1,557 |
|||
DENOMINATED IN CHILEAN PESOS |
||||
América Móvil 4.000% Senior Notes due 2035 |
3,541 |
|||
Total |
Ps. 3,541 |
|||
BANK DEBT AND OTHER |
||||
DENOMINATED IN EUROS |
10,443 |
|||
DENOMINATED IN MEXICAN PESOS |
52,680 |
|||
DENOMINATED IN PERUVIAN SOLES |
11,343 |
|||
Total |
Ps. 74,466 |
|||
Total Debt |
Ps. 500,677 |
|||
Less short-term debt and current portion of long-term debt |
160,964 |
|||
Total Long-term Debt |
Ps. 339,713 |
|||
(1) Totals may not sum due to rounding.(2) The notes matured on April 22, 2024, and were paid in full. |
||||
Additional information about certain categories of our indebtedness is provided below. These categories are not mutually exclusive, and a borrowing may belong to more than one category of indebtedness.
Mexican peso-denominated international notes and global peso notes program.
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. In contrast, notes issued under our global peso notes program (as described below) are denominated and payable in Mexican pesos only.
Under our global peso notes program, we have historically issued Mexican peso-denominated notes that can be distributed and traded in Mexico and internationally. The notes are registered with the SEC in the United States and with the CNBV in Mexico. On July 6, 2023, we issued a Ps.17 billion (approximately U.S.$ 1 billion) 9.500% sustainable bond maturing in January 2031. On February 1, 2024, we issued a Ps.20 billion (approximately U.S.$1.1 billion) 10.300% sustainable bond maturing in 2034. Proceeds obtained from these two series of notes may be used, in whole or in part, to finance or refinance expenditures and investments in new or existing environmental and high impact social projects under our sustainable finance framework.
Mexican peso-denominated domestic notes.
Our domestic senior notes () sold in the Mexican capital markets have varying maturities, ranging from 2024 through 2037, and bear interest at fixed, floating and inflation-linked rates. Pursuant to our current
certificados bursátiles
domestic senior notes program, we may issue long-term debt in Mexican pesos or Investment Units (, or UDIs) and short-term debt (). On November 29, 2022, we raised Ps.24 billion pursuant to a four-tranche bond issuance. The issuance included a ) under this program.
unidades de inversion
papel comercial
10-year
note in the amount of Ps.14.7 billion with a 9.520% coupon and an inflation-protected bond with a 15 year maturity and a 4.840% coupon for a total amount of Ps.7.1 billion. Proceeds obtained from these two series of notes may be used, in whole or in part, to finance or refinance expenditures and investments in new or existing environmental and high impact social projects under our sustainable finance framework. On December 21, 2023, we issued Ps.200 million in short-term debt (papel comercial
International notes.
We have outstanding debt securities in the international markets denominated in U.S. dollars, pounds sterling and euros. We have also issued debt securities in the local market in Japan.
Bank loans.
At December 31, 2023, we had approximately Ps.74.5 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 February 2029 and one for the Euro equivalent of U.S.$1.5 billion expiring in May 2026, which contains a sustainability-linked framework. As long as the facilities are committed, a commitment fee is paid. As of December 31, 2023, these credit facilities were not drawn. 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 has an undrawn revolving syndicated credit facility for
€
1.0 billion (the “TKA Facility”) expiring in July 2026. 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. On April 14, 2022, Claro Brasil entered into an uncommitted term loan facility agreement for borrowings in an amount up to R$1.7 billion with BNP Paribas S.A. as lender. This facility matured in 2023. 36
Bonds exchangeable for KPN shares.
On March 2, 2021, our wholly-owned Dutch subsidiary, América Móvil B.V., issued approximately
€
2.1 billion principal amount of senior unsecured bonds. The bonds matured in 2024, did not bear interest and were issued at an issue price of 104.75% of their principal amount. At maturity, the bonds were exchangeable into ordinary shares of Koninklijke KPN N.V. (“KPN”), and the initial exchange price was €
3.1185. In February 2024, the Company reduced substantially all of its stake in KPN. The reduction is a consequence of the decision of investors to exercise their respective rights to exchange our exchangeable bond into KPN shares. See Note 7 and Note 25 to our audited consolidated financial statements included in this annual report. Euro-denominated commercial paper program.
From time to time, we have issued commercial paper under our euro-denominated commercial paper program. At December 31, 2023, the outstanding amount was Ps.9.5 billion under such program.
As of December 31, 2023, we had, on an unconsolidated basis, unsecured and unsubordinated indebtedness of approximately Ps.362.5 billion (U.S.$21.5 billion), excluding guarantees of subsidiaries’ indebtedness. As of December 31, 2023, our subsidiaries had indebtedness (excluding guarantees of indebtedness of us and our other subsidiaries) of approximately Ps.138.2 billion (U.S.$8.2 billion).
GUARANTOR FINANCIAL INFORMATION
Some of the public securities issued by América Móvil in international and Mexican capital markets are guaranteed by Telcel, a wholly-owned subsidiary. As of December 31, 2023, the aggregate principal amount of debt guaranteed by Telcel was Ps.89.4 billion. The guarantees provide that, in case of the failure of the Company to punctually make payment of any principal, premium, interest, additional amounts or any other amounts that may become payable by the Company in respect of the notes, Telcel agrees to immediately pay the amount that is due and required to be paid.
The following tables present summarized unconsolidated financial information for the Company and Telcel after eliminating transactions and balances between them.
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 manage 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. For additional information on market risk, see Note 2 v(ii) to our audited consolidated financial statements included in this annual report.
Our practices vary from time to time depending on our judgment of the level of risk, expectations as to exchange rate 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, 2023, the net fair value of our derivatives and other financial items was a net liability of Ps.16.5 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.
37
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 17 to our audited consolidated financial statements included in this annual report.
In addition, changes in political administrations could lead to new regulation and the adoption of policies that could adversely affect our operations, including those 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.” The asymmetric regulations that are applicable to us, which have adversely affected the results of our Mexican operations, may be reviewed every two years. We are unable to anticipate the effect of an amendment on existing asymmetric regulations, or the imposition of new ones, on our results or operations in Mexico. 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 or require capital investments, all of which could materially adversely affect our businesses and results of operations.
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
40
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.
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, 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 17 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 temporarily seize 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
41
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 17 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 Colombia. 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. The amounts claimed by the tax authorities in these matters are significant. In many cases, we have not established a provision in our audited financial statements for these matters, or the amount claimed may be significantly in excess of any reserve established. We evaluate income tax contingencies applying IAS 12 Income Taxes and IFRIC 23 Uncertainty Over Income Tax Treatments. For other tax contingencies we consider the applicable IFRS guidance. Our significant tax assessments are described in Note 17 to our audited consolidated financial statements included in this annual report. If determined adversely to 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.
Failure to comply with anti-corruption, anti-bribery and anti-money laundering laws and economic and trade sanctions 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 or our contractors’ failure to comply with applicable laws and other regulatory requirements, including those relating to anti-corruption, anti-bribery and anti-money laundering laws and economic and trade sanctions, 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 |
• |
other disruptions beyond our control, including as a result of civil unrest in the regions where we operate. |
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, our operations have been disrupted by natural disturbances such as hurricanes and earthquakes.
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.
42
Our financial condition and results of operations may be adversely affected by the occurrence of severe weather, natural or
man-made
disasters and other catastrophic events, including war, terrorism and other acts of violence, and disease Our operations can be disrupted by unforeseen events, including war, terrorism, and other international, regional, or local instability or conflicts (including labor issues), embargos, public health issues (including tainted food, food-borne illnesses, food tampering, tampering with or failure of water supply or widespread or pandemic illness such as coronavirus
(“COVID-19”),
Ebola, the avian or H1N1 flu, MERS), and natural disasters such as earthquakes, tsunamis, hurricanes, or other adverse weather and climate conditions in the countries in which we operate. These events could disrupt or prevent our ability to perform functions and otherwise impede our ability to continue business operations in a continuous manner, which in turn may materially and adversely impact our business and operating results. Effects of climate change may impose risk of damage to our infrastructure and our ability to provide services, all of which could adversely impact our financial results
Extreme weather events precipitated by long-term climate change have the potential to directly damage network facilities or disrupt our ability to build and maintain portions of our network and could potentially disrupt suppliers’ ability to provide products and services required to provide reliable network coverage. Any such disruption could delay network deployment plans, interrupt service for our customers, increase our costs and have a negative effect on our operating results. The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, freezing conditions, sea-level rise, and other climate-related events, could adversely affect our operations, infrastructure, and financial results. Operational impacts resulting from the potential physical effects of climate change, such as damage to our network infrastructure, could result in increased costs and loss of revenue. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.
Public health crises could materially adversely affect our business, financial condition and results of operations
We are subject to risks related to public health crises, as was the case with the
COVID-19
pandemic. Our business is based on our ability to provide products and services to customers and the ability of those customers to use and pay for those products and services for their businesses and in their daily lives. As a result, our business, financial condition and results of operations could be materially adversely affected by a crisis, like the
COVID-19
pandemic, that significantly impacts the way customers use and are able to pay for our products and services, the way our employees are able to provide services to our customers, and the ways that our partners and suppliers are able to provide products and services to us. Such a crisis could significantly increase the probability or consequences of the risks our business faces in ordinary circumstances, such as risks associated with our supplier and vendor relationships, risks associated with employee health and productivity, risks of an economic slowdown, regulatory risks, and the costs and availability of financing. Many of our employees are unionized and increases in labor and employee benefit costs may reduce our profitability, increase our funding requirements and could have an adverse impact on our operations
Many of our employees are members of labor unions with which we conduct collective negotiations on wages, benefits and working conditions. We use actuarial methodologies and assumptions such as discount rate, salary increase and mortality, among others, for the determination and valuation of our employee benefits, including retirement benefits. We evaluate from time to time, with the support of specialists, our actuarial methodologies and assumptions, as well as the valuation of the assets related to these benefits.
Our labor costs and the costs of maintaining employee benefits are substantial, and could be affected by several factors, including legislative and regulatory changes, work stoppages, subsequent negotiations, increases in healthcare costs or in minimum wages, decreases in investment returns on the assets held in funds to support the payment of certain employee benefits and changes in the discount rate and mortality assumptions. An increase in labor and employee benefit costs could reduce our profitability, increase our funding requirements and have an adverse impact on our operations.
Inflationary pressures on costs may impact our network construction, financial condition and results of operations
As a provider of telecommunications and technology services, we sell handsets, wireless data cards, wireless computing devices and customer premises equipment manufactured by various suppliers. We depend on suppliers to provide us, directly or through other suppliers, with items such as network equipment, customer premises equipment, and wireless-related
43
equipment such as mobile hotspots, handsets, wirelessly enabled computers, wireless data cards and other connected devices for our customers. In 2023 and 2024 year to date, the costs of these inputs and the costs of labor necessary to develop and maintain our networks and our products and customer care services have rapidly increased. In addition, many of these inputs are subject to price fluctuations from a number of factors, including, but not limited to, market conditions, demand and volatility in the prices for raw materials used in the production of these devices and network components, weather, climate change, energy costs (including as a result of the ongoing conflict in Ukraine, which has resulted in historically high energy market prices), currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), and other factors beyond our control.
Although we are unable to predict the impact on our ability to source materials in the future, we expect these supply pressures to continue into 2024. We also expect the pressures of input cost inflation to continue into 2024.
Our attempts to offset these cost pressures, such as through increases in the selling prices of some of our products and services, may not be successful. Higher product prices may result in reductions in sales volume. Consumers may be less willing to pay a price differential for our products and may increasingly purchase lower-priced offerings, or may forego some purchases altogether, during an economic downturn. To the extent that price increases are not sufficient to offset these increased costs adequately or in a timely manner, and/ or if they result in significant decreases in sales volume, our business, financial condition or operating results may be adversely affected. Furthermore, we may not be able to offset any cost increases through productivity and cost-saving initiatives. In addition, widespread inflation may reduce the purchasing power of consumers for our products and services.
We rely on highly skilled personnel throughout all levels of our business. Our business could be harmed if we are unable to retain or motivate key personnel, hire qualified personnel or maintain our corporate culture
The market for highly skilled workers and leaders in our industry is extremely competitive. We believe that our future success depends in substantial part on our ability to recruit, hire, motivate, develop, and retain talented personnel for all areas of our organization, including our CEO and the other members of our senior leadership team. Our inability to retain these employees or to replace them with qualified and capable successors could
hinder our strategic planning and execution. If key employees depart, our business could be negatively impacted. We may incur significant costs in identifying, hiring and replacing departing employees and may lose significant expertise and talent. As a result, we may not be able to meet our business plan and our revenue growth and profitability may be materially adversely affected.
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 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. 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.
denial-of-service
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
44
governance could lead to data mismanagement which in turn could result in data loss, regulatory investigations or sanctions, and cybersecurity risk. We are subject to data privacy regulations in the countries where we operate. Complying with such regulations may expose us to increased costs and limit our ability to transfer data between certain jurisdictions, which may adversely affect our operations.
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 2.9% for the year ended December 31, 2023, and 3.2% for the year ended December 31, 2022. 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 Nokia. 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 U.S. Federal Communications Commission adopted rules blocking the importation or sale of certain technology products that it said pose security risks to U.S. critical infrastructure, including products of Chinese technology suppliers. The government of the United States is likewise urging other countries to avoid the operations of certain Chinese suppliers of network equipment and technologies in their territory. The escalation of U.S. restrictions on certain foreign technologies and the impact of such restrictions on our operations, which can be difficult to predict, may adversely affect our business, reputation and financial condition.
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 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.
Changing expectations from stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks
Customers, regulators, influential investors and other stakeholders are increasingly focused on the environmental, social and governance (“ESG”) practices of companies across all industries. If we do not adapt to or comply with evolving expectations, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage, and our business, financial
45
condition or stock price could be materially and adversely affected.
Views about ESG are diverse and rapidly changing, and there is currently no market consensus on what precise attributes are required for a particular project to be defined as “green,” “social” or “sustainable.” Therefore, no assurance can be provided that any projects considered by us as “green,” “social” or “sustainable” will meet all stakeholder expectations regarding social, environmental or sustainability performance. There can be no guarantee that our projects will deliver environmental, social and/ or sustainability benefits as anticipated, or that adverse environmental, social and/or sustainability impacts will not occur during the operation of such projects. If we do not meet our stakeholders’ expectations or we are not effective in addressing ESG matters or achieve relevant sustainability goals, trust in our brand may suffer and our business or our ability to access capital could be harmed.
Negative or inaccurate information on social media or elsewhere could adversely affect our reputation
Negative or inaccurate information concerning or affecting us or our trademarks may be posted at any time on social media and similar platforms, including weblogs (blogs), social media websites, and other forms of Internet-based communications which allow individual access to a broad audience of consumers and other interested persons. This information may harm our reputation without affording us an opportunity for redress or correction, which could in turn have a material adverse effect on our business, financial condition and results of operations.
Our management identified a material weakness in our internal control over financial reporting
Our management identified a material weakness in our internal control over financial reporting in connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2023. In light of a material weakness in our Colombian subsidiary related to certain ineffective information technology general controls (“ITGCs”) that are relevant for the preparation of financial statements, our management concluded that our internal control over financial reporting was not effective at December 31, 2023. For more information, see “Governance––Controls and Procedures––Management’s Annual Report on Internal Control over Financial Reporting” under Part V of this annual report. We also identified a material weakness related to ITGCs in Colombia as of December 31, 2022 (the “2022 Material Weakness”). We disclosed the circumstances given rise to the 2022 Material Weakness in our annual report on Form 20-F for the year ended December 31, 2022.
We cannot be certain that additional material weaknesses will not develop or be discovered in the future. There is also a risk that there could be accounting errors in our financial reporting. If our efforts to remediate any material weakness are unsuccessful, we may be unable to report our results of operations for future periods accurately and in a timely manner and make our required filings with government authorities, including the SEC. Any of these occurrences could adversely affect our results of operation and financial condition.
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, evolving renewable energy and clean technologies, the development and adoption of artificial intelligence technology 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. 46
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, which 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.
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.
Government authorities could increase regulation on electromagnetic emissions of mobile handsets and base stations, which could have an adverse effect on our business, financial condition and results of operations. 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 writedowns 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.
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, together with his sons, daughters and grandchildren (together, the “Slim Family”) 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”), Sitios Latam 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 10.0% or more 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
47
10.0% or more of our capital stock without the approval of our Board of Directors.
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 Delaware.
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 agreement, 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. Pursuant to Mexican Securities Market Law our shareholders may delegate to our Board of Directors the right to approve certain capital increases as well as the exclusion of preemptive rights over these capital increases. 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 B 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.
We cannot assure you that we will file a registration statement with the SEC to allow holders of ADSs or U.S. holders of B 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 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
48
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; |
• |
imposition of local requirements or orders, including potential censorship or requirements to provide user information; and |
• |
overall political, social and economic instability and civil unrest. |
Adverse economic, political and social conditions in Latin America, 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.
Our business may also be especially affected by conditions in Mexico and Brazil, two of our largest markets.
For example, the next presidential and congressional elections in Mexico are scheduled to occur in June 2024. We cannot predict the outcome of these elections or what changes in policy this or future Mexican administrations may adopt, or their impact on our operations. With respect to Brazil, changes in elected representatives and the perceptions of risks in connection with volatility related to elections in Brazil, ongoing corruption and other investigations and policies and potential changes to address these matters or otherwise, including economic and fiscal reforms, may impact our Brazilian operations.
Additionally, in Mexico, economic conditions are strongly impacted by those of the United States. In the context of the 2024 United States presidential election, 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.
Adverse changes in global financial markets could limit our ability and our larger customers’ ability to access capital or increase the cost of capital needed to fund business operations
We fund our capital needs in part through borrowings in the public and private credit markets. Adverse changes in the credit markets, including continued increases in interest rates due to governmental monetary policies and domestic and international economic conditions or changes in foreign exchange rates, could increase our cost of borrowing to obtain financing for our operations or refinance our existing indebtedness. We may also incur indebtedness with interest determined on a floating rate basis, which may expose us to future rate increases. We may not hedge or may not be successful in hedging our exposure to floating interest rates or foreign exchange rates. If we are unable to effectively manage our interest rate exposure, increases in market interest rates could increase such exposure and our debt service obligations, which could materially and adversely affect our operations, cash flows and liquidity.
In the context of an international transition to market-based reference rates, in Mexico, the Central Bank (
Banco de México
) has lead an effort to migrate to a new reference rate, “Funding TIIE” (TIIE de Fondeo
). Since January 1, 2024, use of the existing TIIE rate has been restricted for new agreements and, for existing agreements, the TIIE’s calculation methodology was adjusted in accordance with the new Funding TIIE. 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 2023, we reported net foreign exchange gains of Ps.14.7 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
49
principal on our indebtedness. The government of Argentina has adopted exchange controls and restrictions on the movement of capital and has taken other measures in response to capital flight and the significant depreciation of the Argentine peso. In addition, 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.
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. For example, in response to the ongoing military conflict involving Russia and Ukraine, the United States, other North Atlantic Treaty Organization member states, as well as
non-member
states, have announced targeted economic sanctions on Russia, certain Russian citizens and enterprises. The continuation of the conflict may trigger a series of additional economic and other sanctions enacted by the United States, other North Atlantic Treaty Organization member states, and other countries. This could materially and adversely affect economic conditions, the market price of our securities and our operations in Belarus, 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. The ongoing military conflict in the Middle East is also a source of uncertainty. The conflict could bring about disruption, instability and volatility in global markets and supply chains, which could in turn adversely affect our business operations and financial performance. 50
The following table sets forth our capital structure as of March 31, 2024.
SERIES (1) |
NUMBER OF SHARES (MILLIONS) |
PERCENT OF CAPITAL |
||||||
Outstanding B Shares (no par value) |
62,144 |
100 |
% | |||||
Total |
62,144 |
100 |
% | |||||
(1) On December 20, 2022, our shareholders approved the Reclassification of all of our AA Shares, A Shares and L Shares into a single series of B Shares on a one for one basis, and on March 16, 2023, our B Shares started trading. |
According to reports of beneficial ownership of our shares filed with the SEC, as of March 31, 2024, the Slim Family may be deemed to control us through their interests in a Mexican trust that holds B Shares for their benefit (the “Family Trust”), their interest in Control Empresarial de Capitales, 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 our shares as of March 31, 2024. Except as described in the table below and the accompanying notes, we are not aware of any holder of more than 5.0% of our shares. See “Management—Share Ownership of Directors and Senior Management” under Part V of this annual report.
SHAREHOLDER |
SHARES OWNED (MILLIONS) |
PERCENT OF CLASS (1) |
||||||
B SHARES: |
||||||||
Family Trust (2) |
17,743 |
28.6 |
% | |||||
Control Empresarial de Capitales (3) |
10,700 |
17.2 |
% | |||||
Carlos Slim Helú |
5,200 |
8.4 |
% | |||||
(1) Percentage figures are based on the number of shares outstanding as of March 31, 2024. |
(2) The Family Trust is a Mexican trust that holds B 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 13,783 million B Shares representing 22.2% of all outstanding B Shares. 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% of our shares. |
(3) Includes shares owned by subsidiaries of Control Empresarial de Capitales, formerly known as Inversora Carso. Based on beneficial ownership reports filed with the SEC, Control Empresarial de Capitales is a Mexican sociedad anónima de capital variable |
(4) Based on beneficial ownership reports filed with the SEC. |
As of March 31, 2024, 8.1% of the outstanding B Shares were represented by B Share ADSs, each representing the right to receive 20 B Shares, and 99.9% of the B Share ADSs were held by 6,570 registered holders with addresses in the United States. We have no information concerning the number of holders with registered addresses in the United States that hold B Shares not represented by ADSs.
53
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, Sitios Latam, Grupo Carso, 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. 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 Telesites towers and provide for incremental fee payments if capacity use is exceeded. The principal terms of the agreement conform to the reference terms published by Telesites and approved by the Federal Telecommunications Institute (, or “IFT”).
Instituto Federal de Telecomunicaciones
Our subsidiaries have entered into master service agreements and site agreements with Sitios Latam in each of the countries where Sitios Latam operates pursuant to which Sitios Latam will build, install, maintain and provide access to its towers and other support structures, as well as physical space for the location of towers and other
non-electronic
components. Most of the master service agreements are for a mandatory initial term of five (5) to ten (10) years and will renew automatically for an additional term of the same number of years unless the carrier notifies Sitios Latam of its intent not to renew. We enter into a number of transactions with related parties in the ordinary course of our business. We believe that these transactions are on terms comparable to those that could be obtained in arm’s length negotiations with unaffiliated third parties. Note 6 and Note 15 to our audited consolidated financial statements included in this annual report set forth information on related party transactions for the three year period set forth therein. We do not regard any of these transactions as material to us.
In accordance with Mexican law, an independent committee must provide an opinion to the board of directors regarding any transaction with a related party that requires approval by the board of directors. Pursuant to Mexican law, related party transactions that are
non-material,
are within the ordinary course of business, or are on an arm’s-length
basis, do not require specific board approval, if consistent with the guidelines approved by the Board of Directors. 54
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.
On April 29, 2024 our shareholders approved a cash dividend of Ps.0.48 per share, payable in two installments of Ps.0.24 each on July 15, 2024 and November 11, 2024.
The declaration, amount and payment of dividends by América Móvil is determined by majority vote of the holders of B Shares (, all of our shareholders), generally on the recommendation of the Board of Directors, and depends on the results of operations, financial condition, cash requirements, future prospects and other factors considered relevant by majority vote of the holders of B Shares.
i.e.
Our bylaws provide that holders of B Shares (, all of our shareholders) participate equally on a per-share basis in dividend payments and other distributions.
i.e.
Our shares and ADSs are listed on the following markets:
SECURITY |
STOCK EXCHANGE |
TICKER SYMBOL | ||
B Shares |
Mexican Stock Exchange—Mexico City |
AMX | ||
B Share ADSs |
New York Stock Exchange—New York |
AMX | ||
We are a Sociedad Anónima Bursátil de Capital Variable organized under Mexican law. For a description of our shares, and a brief summary of certain significant provisions in our current bylaws and Mexican law, see “Description of Securities Registered Under Section 12 of the Exchange Act,” filed as Exhibit 2.1 with 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.
55
In our 2022 annual ordinary shareholders’ meeting, our shareholders authorized an increase to the buyback program by an amount equal to Ps.26 billion, which after the increase amounted to Ps.36,539 billion to repurchase shares from April 2022 to April 2023.
In our 2023 annual shareholders’ meeting, our shareholders authorized the allocation of an amount equal to Ps.20 billion for the buyback program for the April 2023 to April 2024 period. In our 2024 annual shareholders’ meeting, our shareholders authorized the allocation of an amount equal to Ps.15 billion for the buyback program for the April 2024 to April 2025 period, adding to such amount the buyback program balance, if any, as of the date of the shareholders’ meeting. We expect to continue to periodically repurchase at our discretion our shares on the open market pursuant to guidelines approved by our Board of Directors, using funds up to an amount authorized by our shareholders.
The following table sets out information concerning purchases of our shares by us and our affiliated purchasers in 2023.
PERIOD |
TOTAL NUMBER OF SHARES PURCHASED (1) |
AVERAGE PRICE PER SHARE |
TOTAL NUMBER OF SHARES PUR- CHASED AS PART OF PUBLICLY AN- NOUNCED PLANS OR PROGRAMS |
APPROXIMATE MEXICAN PESO VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (2) |
||||||||||||
January 2023 |
41,000,000 |
Ps. 19.29 |
41,000,000 |
Ps. 19,624,826,102.31 |
||||||||||||
February 2023 |
38,000,000 |
18.93 |
38,000,000 |
18,909,717,139.46 |
||||||||||||
March 2023 |
22,500,000 |
19.38 |
22,500,000 |
18,476,148,690.44 |
||||||||||||
April 2023 |
13,725,000 |
19.32 |
13,725,000 |
19,798,706,951.27 |
||||||||||||
May 2023 |
19,775,000 |
19.40 |
19,775,000 |
19,417,290,615.94 |
||||||||||||
June 2023 |
24,750,000 |
19.12 |
24,750,000 |
18,946,772,568.15 |
||||||||||||
July 2023 |
42,750,000 |
18.02 |
42,750,000 |
18,180,887,206.71 |
||||||||||||
August 2023 |
135,040,000 |
16.31 |
135,040,000 |
15,990,885,465.78 |
||||||||||||
September 2023 |
108,460,000 |
15.53 |
108,460,000 |
14,316,726,519.56 |
||||||||||||
October 2023 |
139,000,000 |
15.16 |
139,000,000 |
12,221,125,972.78 |
||||||||||||
November 2023 |
110,000,000 |
15.34 |
110,000,000 |
10,543,142,289.67 |
||||||||||||
December 2023 |
180,000,000 |
16.03 |
180,000,000 |
7,674,539,433.33 |
||||||||||||
Total Shares (3) |
875,000,000 |
875,000,000 |
||||||||||||||
(1) This includes purchases by us and our affiliated purchasers in 2023. | ||||||||
(2) This is the approximate Mexican peso amount available at the end of the period for purchases of our shares pursuant to our share repurchase program. | ||||||||
(3) Prior to March 16, 2023, we periodically repurchased at our discretion our L Shares and A Shares on the open market. | ||||||||
56
The following summary contains a description of certain Mexican federal and U.S. federal income tax consequences of the acquisition, ownership and disposition of B Shares or B 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 B Shares or B Share 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 B Shares or B Share ADSs should consult their own tax advisors as to the Mexican, U.S. or other tax consequences of the purchase, ownership and disposition of B Shares or B Share 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 Series B Shares or B Share ADSs by a holder that is not a resident of Mexico and that will not hold Series B Shares or B Share 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 Series B Shares or B Share 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.
Payment of Dividends
Dividends, either in cash or in kind, paid with respect to Series B Shares or B 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). 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.
Taxation of Dispositions
The tax rate on income realized by a nonresident holder from a disposition of shares through the Mexican Stock
57
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 B Share 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 B Share 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 B Share 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 Series B Shares or B Share 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 B Share 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 Series B Shares or B Share ADSs; provided, however, that gratuitous transfers of Series B Shares or B Share 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 Series B Shares or B Share ADSs.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax consequences to holders 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 holders that will hold their shares or ADSs as capital assets and does not apply to special classes of holders, such as regulated investment companies, real estate investment trusts, brokers or dealers in securities or currencies, U.S. holders (defined below) 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), 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 or as part of a “synthetic security” or other integrated financial transaction, certain U.S. expatriates and taxpayers using a taxable year other than the calendar year or U.S. holders that are engaged in a trade or business or have a permanent establishment in Mexico.
tax-exempt
organizations, banks, insurance companies or other financial institutions, holders liable for any alternative minimum tax, securities traders electing to account for their investment in their shares or ADSs on a mark-to-market
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 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 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 holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax
58
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 Mexican pesos received in respect of such shares.
U.S. Tax consequences for U.S. holders
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 Mexican 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 Mexican 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 Mexican 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”).
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 and ADSs will be subject to taxation at reduced rates if the dividends are “qualified dividends.” Dividends paid on the shares and ADSs will be treated as qualified dividends if (i) (A) the shares and 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 B Share 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 and relevant market data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to the 2022 and 2023 taxable years. 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 and relevant market data, we do not anticipate becoming a PFIC for the 2024 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.
Subject to generally applicable limitations and conditions (including a minimum holding period requirement), Mexican dividend withholding tax paid at the appropriate rate applicable to the U.S. holder may be eligible for a credit against such U.S. holder’s U.S. federal income tax liability. These generally applicable limitations and conditions include new requirements recently adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021 and any Mexican tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that either (i) is eligible for, and properly elects, the benefits of the Tax Treaty, or (ii) consistently elects to apply a modified version of these rules under recently issued temporary guidance and complies with specific requirements set forth in such guidance, the Mexican tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Mexican tax on dividends is uncertain and we have not determined whether these requirements have been met. If the Mexican dividend tax is not a creditable tax for a U.S. holder or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. holder may be able to deduct the Mexican tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. Dividend distributions will constitute income from sources without the United States and, for U.S. holders that elect to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes.
59
The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of these rules to their particular situations. 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 taxable 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 taxable 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.
A U.S. holder generally will not be entitled to credit any Mexican tax imposed on the sale or other taxable disposition of the shares or ADSs against such U.S. holder’s U.S. federal income tax liability, except in the case of a U.S. holder that consistently elects to apply a modified version of the U.S. foreign tax credit rules that is permitted under recently issued temporary guidance and complies with the specific requirements set forth in such guidance. Additionally, capital gain or loss recognized by a U.S. holder on the sale or other taxable disposition of the shares or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if the withholding tax qualifies as a creditable tax for U.S. foreign tax credit purposes, a U.S. holder may not be able to credit the tax against its U.S. federal income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Mexican tax is not a creditable tax, the tax would reduce the amount realized on the sale or other taxable disposition of the shares or ADSs even if the U.S. holder has elected to claim a foreign tax credit for other taxes in the same year. The temporary guidance discussed
above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws or modifies the temporary guidance. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other taxable disposition of, the shares or ADSs and any Mexican tax imposed on such sale or disposition.
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 IRS 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 IRS.
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: • |
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. 60
DIRECTORS
Our Board of Directors has broad authority to manage our company. Our bylaws provide for the Board of Directors to consist of between 5 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.
B Shares represent our only class of shares, and a majority of the holders of the B Shares elect our directors, and any holder or group of holders of at least 10.0% of the total B Shares is entitled to name one director and one alternate director.
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.
At the annual shareholders’ meeting held on April 29, 2024, the current members of the Board of Directors and the Executive Committee were reelected, the Corporate Secretary and the Corporate Pro Secretary were reappointed, and Claudia Jañez Sánchez was designated as a member of the Audit and Corporate Practices Committee together with the former members of the Audit and Corporate Practices Committee who were reelected. All directors were elected at the annual shareholders’ meeting by the holders of our shares. 9 (approximately 64%) of the members of the Board of Directors are independent, and 3 (approximately 21%) are women.
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 2024 annual general shareholders’ meeting—their term expiring in 2025—their year of birth, and information concerning their
committee
membership and principal business activities outside América Móvil are set forth below: CARLOS SLIM DOMIT | ||
Chairman of the Board and the Executive Committee | ||
Born: |
1967 | |
First elected: |
2011 | |
Principal occupation: |
Chairman of the Board of América Móvil | |
Other directorships: |
Chairman of the Board of Grupo Carso and its affiliates | |
Business experience: |
Chief Executive Officer of Sanborn Hermanos | |
PATRICK SLIM DOMIT | ||
Cochairman of the Board and Member of the Executive Committee | ||
Born: |
1969 | |
First elected: |
2004 | |
Principal occupation: |
Cochairman of the Board of América Móvil | |
Other directorships: |
Director of Grupo Carso and its affiliates | |
Business experience: |
Chief Executive Officer of Grupo Carso and Vice Chairman of Commercial Markets of Telmex | |
DANIEL HAJJ ABOUMRAD | ||
Director and Member of the Executive Committee | ||
Born: |
1966 | |
First elected: |
2000 | |
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 | |
LUIS ALEJANDRO SOBERÓN KURI | ||
Director | ||
Born: |
1960 | |
First elected: |
2000 | |
Principal occupation: |
Chief Executive Officer and Chairman of the Board of Corporación Interamericana de Entretenimiento (“CIE”) | |
Other directorships: |
Director of Banco Nacional de México | |
Business experience: |
Various positions at CIE and its affiliates | |
63
FRANCISCO JOSÉ MEDINA CHÁVEZ | ||
Director | ||
Born: |
1956 | |
First elected: |
2018 | |
Principal occupation: |
Chairman of Grupo Fame | |
Other directorships: |
Director of Banco Nacional de México and Grupo Chedraui | |
Business experience: |
Various positions at Aeroméxico and Mitsui Mexico | |
ERNESTO VEGA VELASCO | ||
Director and Chairman of the Audit and Corporate Practices Committee | ||
Born: |
1937 | |
First elected: |
2007 | |
Principal occupation: |
Independent member of the Board of Directors of certain companies. | |
Other directorships: |
Director of Kuo and its affiliates, Impulsora de Desarrollo y el Empleo en América Latina and Industrias Peñoles | |
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 | |
Principal occupation: |
Chairman and Chief Executive Officer of Grupo Kaltex | |
Other directorships: |
Director of Grupo Carso and affiliates | |
Business experience: |
Various positions in Grupo Kaltex | |
ANTONIO COSÍO PANDO | ||
Director | ||
Born: |
1968 | |
First elected: |
2015 | |
Principal occupation: |
Vice President of Grupo Hotelero las Brisas, Compañía Industrial Tepeji del Río, and Bodegas de Santo Tomás | |
Other directorships: |
Director of Grupo Carso and its affiliates, Corporación Actinver, and Grupo Aeroméxico | |
Business experience: |
Various positions in Grupo Brisas and Compañía Industrial Tepeji del Río | |
ÓSCAR VON HAUSKE SOLÍS | ||
Director | ||
Born: |
1957 | |
First elected: |
2011 | |
Principal occupation: |
Chief Fixed-line Operations Officer of América Móvil | |
Other directorships: |
Member of the Supervisory Board of Telekom Austria and EuroTeleSites | |
Business experience: |
Chief Executive Officer of Telmex Internacional, Director of Systems and Telecommunications of Telmex and Board member of KPN | |
VANESSA HAJJ SLIM | ||
Director | ||
Born: |
1997 | |
First elected: |
2018 | |
Principal occupation: |
Director of América Móvil and Head of Business Development at Inmuebles Carso | |
Other directorships: |
Director of Grupo Carso | |
DAVID IBARRA MUÑOZ | ||
Director | ||
Born: |
1930 | |
First elected: |
2000 | |
Principal occupation: |
Retired | |
Other directorships: |
Director of Grupo Carso and its affiliates, and Grupo Mexicano de Desarrollo | |
Business experience: |
Chief Executive Officer of Nacional Financiera and Secretary of Finance and Public Credit of Mexico | |
GISSELLE MORÁN JIMÉNEZ | ||
Director | ||
Born: |
1974 | |
First elected: |
2021 | |
Principal occupation: |
Chief Executive Officer of Real Estate, Market and Life-style | |
Other directorships: |
Director in Alignmex Real Estate Capital | |
Business experience: |
Corporate Commercial Director of Grupo Mundo Ejecutivo | |
PABLO ROBERTO GONZÁLEZ GUAJARDO | ||
Director and Member of the Audit and Corporate Practices Committee | ||
Born: |
1967 | |
First elected: |
2007 | |
Principal occupation: |
Chief Executive Officer of Kimberly Clark de México | |
Other directorships: |
Director of Kimberly Clark de México, Grupo Sanborns and Grupo Lala | |
Business experience: |
Various positions in the Kimberly Clark Corporation and Kimberly Clark de México | |
64
CLAUDIA JAÑEZ SÁNCHEZ | ||
Director and Member of the Audit and Corporate Practices Committee | ||
Born: |
1971 | |
First elected: |
2021 | |
Principal occupation: |
Chairwoman of Consejo Mexicano de la Industria de Productos de Consumo, A.C. | |
Other directorships: |
Director of Bolsa Mexicana de Valores, The Mexico Fund Inc., Grupo Industrial Saltillo, HSBC Mexico and Impul-sora del Desarrollo y el Empleo en América Latina | |
Business experience: |
Chairwoman of DuPont Latin America and Chairwoman of the Executive Council of Global Companies | |
Our 2024 annual ordinary general shareholders’ meeting determined that the following directors are independent: Claudia Jañez Sánchez, Gisselle Morán Jiménez, Ernesto Vega Velasco, Pablo Roberto González Guajardo, David Ibarra Muñoz, Antonio Cosío Pando, Rafael Moisés Kalach Mizrahi, Luis Alejandro Soberón Kuri and Francisco José Medina Chávez.
Alejandro Cantú Jiménez, our General Counsel, serves as Corporate Secretary and Rafael Robles Miaja as Corporate
Pro-Secretary.
Patrick Slim Domit and Carlos Slim Domit are brothers. Daniel Hajj Aboumrad is of Patrick Slim Domit and Carlos Slim Domit. Vanessa Hajj Slim is the daughter of Daniel Hajj Aboumrad.
brother-in-law
EXECUTIVE COMMITTEE
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 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 also act on matters delegated to it by the Board of Directors. The Executive Committee may not delegate all of its powers to special delegates or
attorneys-in-fact.
The Executive Committee is elected from among the directors and alternate directors by a majority vote of the holders of common shares. The majority of its members must be Mexican citizens. The current members of the
Executive Committee are 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, as determined by our shareholders pursuant to the Mexican Securities Market Law and as defined under Rule
10A-3
under the Exchange. The Audit and Corporate Practices Committee consists of Ernesto Vega Velasco (Chairman), Pablo Roberto González Guajardo, Claudia Jañez Sánchez and Rafael Moisés Kalach Mizrahi. The mandate of the Audit and Corporate Practices Committee is to assist our Board of Directors in overseeing our operations and 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, (i) call shareholders’ meetings and recommend items to be included on the agenda, (ii) advise the Board of Directors on internal control procedures, related party transactions that are outside the ordinary course of our business, succession plans and compensation structures of our key executives, (iii) present the auditor selection proposal to the Board of Directors and monitor our auditors, (iv) discuss with our auditors the procedures for the preparation of the annual financial statements and the accounting principles to the annual and the interim financial statements and (v) obtain from our auditors a report that includes a discussion of the 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. 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 Market Law 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.
65
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 and Chief Executive Officer of Compañía Hulera Euzkadi | |
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 | |
OSCAR VON HAUSKE SOLÍS | ||
Chief Fixed-line Operations Officer and Chief Information Security Officer (“CISO”) | ||
Appointed: |
2010 | |
Business experience: |
Chief Executive Officer of Telmex Internacional; Chief Sys- tems and Telecommunications Officer of Telmex; Head of Finance at Grupo Condumex; 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 | |
RAFAEL COUTTOLENC URREA | ||
Chief Wireless Operations Officer | ||
Appointed: |
2021 | |
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 2023 was approximately Ps.6.2 million and Ps.98.2 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 because they are included in the overall accrual for all employees subject to such benefits.
SHARE OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT
As of March 31, 2024, Carlos Slim Domit, Chairman of our Board of Directors, holds 2,326 million (or 3.7%) of our shares directly. Patrick Slim Domit, Cochairman of our Board of Directors, holds 1,243 million (or 2.0%) of our 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 of this annual report. Except as described above, according to the 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.
66
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 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 elect 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. Under 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, a majority of our Board of Directors is 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 COMMITTEE | ||
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. “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. |
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. 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. | |
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 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. | |
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 three 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. | |
67
NYSE STANDARDS |
OUR CORPORATE GOVERNANCE PRACTICES | |
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 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, although this approval may be delegated by the shareholders meeting to our Board of Directors. Under certain circumstances, we may also 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. | |
CONFLICTS OF INTEREST | ||
A company’s audit committee or another independent body of the board of directors shall conduct a reasonable prior review and oversight of related party transactions required by Item 7.B of Form 20-F for potential conflicts of interest and will prohibit such transaction if it determines it to be inconsistent with the interests of the company and its shareholders. §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, which must be approved by the board of directors. Pursuant to Mexican Law, non-material related party transactions, or transactions with certain related parties within the ordinary course of business or on arms-length basis, do not require specific board approval, if consistent with guidelines approved by the Board of Directors. | |
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 and we make materials available to be discussed at each shareholders’ 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. | |
68
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, 2023. Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period 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 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). Based upon that evaluation, our management has concluded that, because of the material weakness identified below related to certain ineffective ITGCs at our Colombian subsidiary, our disclosure controls and procedures were not effective as of December 31, 2023.
In light of the material weakness discussed below, we performed additional analysis and other post-closing procedures to ensure our consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that the consolidated financial statements included in this Form
20-F
present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with IFRS as issued by the IASB, and no adjustments are required to our financial statements as a result of such weakness. 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—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). 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 as issued by the IASB. 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 as issued by the IASB 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 COSO criteria, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023. Management has identified a material weakness with respect to ineffective ITGCs in our Colombian subsidiary related to (i) user access controls over granting access to, and terminations, modifications and certification of, users; and (ii) program change management controls related to inadequate restrictions on developers making changes to certain applications in the production environment.
As a result, business process controls, application controls, management review controls and manual controls dependent on information derived from such systems and applications were determined to be ineffective. This material weakness did not result in a material misstatement in our consolidated financial statements as of and for the year ended December 31, 2023, and, accordingly, no adjustments are required to our financial statements as a result of such weakness.
Mancera, S.C. (“Mancera”), a member practice of Ernst & Young Global Limited, an independent registered public accounting firm, issued an attestation report on our internal control over financial reporting on April 29, 2024.
69
C) ATTESTATION REPORT OF INDEPENDENT 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, 2023, 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, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, América Móvil, S.A.B. de C.V. and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company´s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to ineffective information technology general controls related to user access and program change management in one of the Company’s foreign subsidiaries that are relevant to the preparation of the financial statements. As a result, business process controls, application controls and manual controls dependent on information derived from such systems, including management review controls, were also determined to be ineffective.
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, 2023 and 2022, 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, 2023, and the related notes. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated April 29, 2024, which 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 Inherent 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.
70
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.
A member of Ernst & Young Global
Limited
Mexico City, Mexico
April 29, 2024
D) REMEDIATION PLAN FOR MATERIAL WEAKNESS AND CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is committed to the continued improvement of the Company’s internal control over financial reporting. Management is implementing measures designed to ensure that any control deficiencies are remediated, such that our controls are designed, implemented, and operating effectively.
As of the date of this annual report, management has made, and continues to make changes to remediate the control deficiencies giving rise to the material weakness disclosed in this annual report through remediation actions that include, but are not limited to: (i) maintaining sufficient user access controls over granting access to, and terminations, modifications and certification of, users, including determining user access to information systems and applications at an individual user level; and (ii) implementing restrictions on developers making changes to certain applications in the production
environment. Management made during 2023 and continues to make changes to remediate the control deficiencies giving rise to the 2022 Material Weakness through remediation actions that include, but are not limited to: (i) causing user access revocations to occur in a timely manner to prevent unauthorized access; and (ii) maintaining records and logs of activities by all users and conducting periodic reviews of records and logs of activities by any users following the date on which they no longer require access.
We believe that these actions will remediate the material weakness in internal control over financial reporting described above.
While some of these ongoing remediation actions have been completed as of the date of this annual report, management has not completed and tested all of the planned corrective processes, enhancements, procedures and related evaluations necessary to determine whether the material weakness disclosed in this annual report have been fully remediated. Moreover, the corrective actions and controls need to be in operation for a sufficient period of time for management to conclude that the control environment is operating effectively and has been adequately tested by management. As the Company continues its evaluation and remediation efforts, management may modify the actions described above or identify and take additional measures to address the control deficiencies.
Other than the remediation actions described above to address the material weakness disclosed in this annual report, there has been no change in our internal control over financial reporting during 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
71
Chaired by our CEO, the Corporate Sustainability Executive Committee defines and oversees the implementation of our overall strategy to improve our performance on sustainability matters.
By incorporating sustainability in our daily decision- making, we seek to foster greater efficiencies and operate with the highest sense of social responsibility and environmental care, strengthening our market leadership while contributing to economic, social, and cultural development in the communities where we operate.
Our corporate sustainability reports are available on 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 (including our sustainability report), is not incorporated into this annual report.
72
RISK MANAGEMENT AND STRATEGY
As part of our overall risk management system, we have developed processes for assessing, identifying and managing material risks from cybersecurity threats. Our cybersecurity risk management processes include development, implementation and improvement of policies and procedures that seek to safeguard information and ensure availability of critical data and systems. Our internal cybersecurity risk professionals consult with company subject matter experts to gather information necessary to identify cybersecurity risks, and evaluate their nature and severity, as well as identify potential mitigants and assess the impact of those mitigations on residual risk. We seek to adopt a continuous improvement model in our cyber security risk management in order incorporate result of testing or any incidents in our processes. We also use external cybersecurity risk professionals for specific projects.
We understand the importance of preserving trust and protecting personal information. To assist us, we have cybersecurity governance and data privacy frameworks in place, which are designed to protect information and information systems from unauthorized access, use, disclosure, disruption, modification or destruction.
Our cybersecurity risk management processes include the following:
• |
Cybersecurity governance and data privacy frameworks that include risk assessment and mitigation through a threat intelligence-driven approach, application controls and enhanced security with ransomware defense. Our frameworks leverage International Organization for Standardizations (ISO) 27001/27002 standards for general information technology controls and International Society of Automation (ISA) / International Electrotechnical Commission (IEC) standards for industrial automation. We also consider the National Institute of Standards and Technology (NIST) Cyber Security Framework in measuring overall readiness to respond to cyber threats. |
• |
Policies, software, training programs and hardware solutions are utilized to protect and monitor our environment, including multifactor authentication, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing and identity management systems. We also seek to continually improve our cybersecurity practices through annual reviews. |
• |
Mandatory security awareness education and training for all employees and additional specialist training for IT employees, internal “phishing” testing and training for “clickers,” mandatory security training for all new hires and the publication of periodic cybersecurity newsletters and employee awareness campaigns to highlight security threats. |
• |
We are in the process of updating our cybersecurity incident response plan and processes to respond to and recover from cybersecurity incidents in accordance with international standards. |
• |
Participation with telecom industry associations in Latin America to share threat intelligence and collaboration with organizations across different industries to share best practices. |
Additionally, in connection with our cybersecurity risk management processes, we engage:
• |
Independent third-parties to assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement, test for cyber vulnerabilities, perform penetration tests at least once a year and execute regular information technology reviews based on the NIST Cybersecurity Framework. |
• |
Outside counsel to advise about best practices for cybersecurity oversight, and the evolution of that oversight over time. |
Our cybersecurity risk management processes include the oversight and identification of threats associated with our use of third-party service providers. We review the cybersecurity practices of vendors that may receive data privacy information and we seek to contractually obligate such vendors to operate their environments in accordance with cybersecurity standards.
Our business strategy, results of operations and financial condition have not been materially affected by cybersecurity threats or cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by any future material incidents. As of the date of this annual report, we have not experienced any material information security breach incidences. See “Risk Factors” in Part III of this annual report for more information on our cybersecurity related risks.
73
GOVERNANCE
Management
The cybersecurity risk management processes described above are managed by our CISO. Our CISO joined Telmex in 1996. Previously, our CISO was a member of the board of directors of SCITUM Group and HITSS Group, both of which are dedicated to the development and integration of software solutions and IT services. Our Corporate Information Security Committee supervises the implementation of América Móvil’s Information Security Strategy. Additionally, each subsidiary has its own local Information Security Committee. The committees’ functions include identifying main operational risks for the business, developing and managing security strategies by creating and monitoring “Strategic Information Security Plans,” which are updated annually or semi-annually, managing and allocating corporate and local budgets for information security and determining priority actions in the face of current or future threats.
Our CISO reports to our board of directors’ Audit and Corporate Practices Committee, and holds extraordinary meetings as needed.
Board of Directors
Our Board of Directors, through its Audit and Corporate Practices Committee oversees data privacy and cybersecurity risks. Our CISO provides periodic updates to our at Audit and Corporate Practices Committee on our cybersecurity risks and actions taken to mitigate that risk, which information is then reported to our full Board to the extent deemed to be material. The CISO reports on compliance and regulatory issues, evolving threats and mitigating actions. In overseeing cybersecurity risks, the Audit and Corporate Practices Committee focuses on thematic issues within an aggregated strategic lens and uses a risk-based approach.
74
We have developed an Integrity and Compliance Program (ICP), which has as its foundation our Code of Ethics. The ICP 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 and other authorities; |
• |
compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code of Ethics and the ICP; and |
• |
adherence to the Code of Ethics. |
Both the ICP and our Code of Ethics apply to all of our officers, senior management, directors, employees, the Company’s supply chain and/or other business relationships.
In 2023 we updated our Code of Ethics to clarify the scope of its applicability, elaborate on the role of our Audit and Corporate Practices Committee in compliance and make explicit certain implicitly prohibited activities. The full text of our Code of Ethics may be found on our website at América Móvil—Corporate Governance (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.
75
MEXICO
Legal Framework
The legal framework for the regulation of telecommunications and broadcasting services is based on constitutional amendments passed in June 2013, the Federal Law on Telecommunications and Broadcasting as amended and the Federal Law on Economic Competition as amended.
(Ley Federal de Telecomunicaciones y Radiodifusión)
(Ley Federal de Competencia Económica)
Under the 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 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 “— Creation of Red Nacional” 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 antitrust legislation as it applies to those sectors. The Mexican Ministry of Infrastructure, Communications and Transportation retains regulatory authority over a few specific public policy matters.
(Secretaría de Infraestructura, Comunicaciones y Transportes)
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 under the Federal Consumer Protection Law , which regulates publicity, quality of services and information required to be provided to consumers.
(Procuraduría Federal del Consumidor)
(Ley Federal de Protección al Consumidor)
Asymmetric Regulation of the Preponderant Economic Agent
We are currently subject to extensive specific asymmetric measures based on the IFT’s determination that we and certain affiliates constitute the preponderant economic agent in the telecommunications sector. Below is a summary of the most important measures applicable to us.
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 unconstitutional by the Mexican Supreme Court 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.
(Suprema Corte de Justicia de la Nación)
Sharing Of Wireless Infrastructure and Services.
We must (i) provide other carriers access to passive infrastructure, including towers, sites, ducts and rights of way, (ii) allow mobile virtual network operators (“MVNOs”) to resell those services we provide to our customers and (iii) provide other carriers domestic roaming services; in each case, pursuant to IFT . If we cannot reach an agreement with other carriers or MVNOs, our rates may be determined by the IFT using a
pre-approved
reference terms (ofertas públicas de referencia)
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 carriers using our regulated wholesale services 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, telephone poles, ducts, manholes and rights of way, (ii) elements of our network that allow other carriers to use our network or resell those services
78
we provide to our customers and (iii) our dedicated links (either local or long distance). Rates for this access are 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 carriers using our regulated wholesale services can match our end user rates.
Local Loop Unbundling.
We must offer other carriers access to elements of our local loop 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 unbundling, local dedicated links and shared access/use of passive infrastructure related with the local loop network. See “— Creation of Red Nacional” 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; one such obligation includes unlocking mobile devices for our customers and regulations on the sale and financing of mobile devices.
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. Reference Terms.
Every year we must submit, for IFT’s approval, a proposal of the reference terms for all wholesale services that are subject to asymmetric regulation for the following year. Once approved, we must publish and offer the regulated wholesale services, in the terms approved by IFT.
IFT’s Biannual Review of Asymmetric Regulation
The IFT’s biannual review began in December 2022 and is expected to conclude in 2024. The current measures may be amended by the IFT, or terminated if the IFT 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. The IFT reviewed the measures in 2020 and determined, among other things, to modify and
add new asymmetrical regulations for mobile and fixed services, including the separation of the provision of wholesale regulated fixed services.
Creation of Red Nacional
In 2018, in response to an IFT resolution, we began to separate out the provision of wholesale regulated fixed services by Telmex and Telnor (the “Separation Plan”). Pursuant to the Separation Plan, Telmex and Telnor established new subsidiaries, Red Nacional Última Milla, S.A.P.I. de C.V. and Red Última Milla del Noroeste, S.A.P.I. de C.V. (jointly, “Red Nacional”), to provide local 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 prices and terms of the services provided by Red Nacional are subject to IFT regulation, which could affect the viability and financial requirements of Red Nacional. In December 2023, IFT issued a resolution lifting price regulations on access to certain local loop access services in 90 municipalities.
(servicios de desagregación indirecta del bucle local)
The implementation of the Separation Plan has been complex, and some features remain uncertain and may require further development. 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 the Mexican courts. However, legal challenges will not suspend the implementation of the Separation Plan and final determinations are pending.
Substantial Market Power Investigations
When IFT was established, it succeeded to several major proceedings begun by predecessor agencies. These legacy proceedings have never been finally resolved, but the substance of the investigations and the potential relief have been largely superseded by the asymmetric regulation and other subsequent actions of IFT.
Our competitors have submitted multiple requests to IFT alleging anti-competitive practices or
non-compliance
with asymmetric regulations. We expect IFT to investigate these allegations, and it is possible that some of them could lead IFT to make findings adverse to us or to impose fines or other penalties. Concessions
Under the current legal framework, a carrier of public telecommunications networks, such as Telcel or Telmex, must operate under a concession. The IFT grants new or
79
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 three 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, according to the Federal Telecommunications and Broadcasting Law (), have terms of 15 to 20 years and may be extended for an additional term of equal length.
Ley Federal de Telecomunicaciones y Radiodifusión
UNIFIED CONCESSIONS.
Red Nacional holds unified concessions granted to provide only wholesale telecommunications services. These concessions were issued in March 2020 and have a term of 30 years and may be extended for an additional term of equal length.
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 (), 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 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.
concesión única
However, as a
result
of our preponderant economic agent status, Telcel, Telmex and Telnor require IFT’s approval to migrate to a unified concession or add services, such as Pay TV, to a current concession, subject to several conditions, including (i) payment of any new applicable 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 289.26 MHz of capacity in Mexico’s nine regions in the 850 MHz, 1900 MHz,1.7/2.1 GHz, 2.5 GHz and 3.5 GHz bands. The following table summarizes Telcel’s concessions.
FREQUENCY |
COVERAGE AREA |
INITIAL DATE |
TERMINATION DATE | |||
Band A (1900 MHz) |
Nationwide |
Sep. 1999 |
Oct. 2039 | |||
Band D (1900 MHz) |
Nationwide |
Oct. 1998 |
Oct. 2038 | |||
Band B (850 MHz) |
Regions 1, 2, 3 |
Aug. 2011 |
Aug. 2026 (1) | |||
Band B (850 MHz) |
Regions 4, 5 |
Aug. 2010 |
Aug. 2037 | |||
Band B (850 MHz) |
Regions 6, 7, 8 |
Oct. 2011 |
Oct. 2026 (1) | |||
Band B (850 MHz) |
Region 9 |
Oct. 2015 |
Oct. 2030 | |||
Bands A and B (1.7/2.1 GHz) |
Nationwide |
Oct. 2010 |
Oct. 2030 | |||
Bands H, I and J (1.7/2.1 GHz) |
Nationwide |
May 2016 |
Oct. 2030 | |||
Band 7 (2.5 GHz) |
98.94% of the population (2) |
Jul. 2017 |
Nov. 2028 – Oct. 2040 – May 2041, Nov. 2041 | |||
Band 3.5 GHz (3) |
Nationwide |
Oct. 2020 (4) |
Oct. 2038 and 2040 | |||
Band F (1900 MHz) |
Nationwide |
Apr. 2025 |
Apr. 2045 | |||
(1) A request for extension was filed with the IFT on April 24, 2023.(2) Except 7 municipalities in the state of Jalisco and 34 municipalities in the state of Zacatecas.(3) On February 15, 2022, Telcel received mobile service authorization for these concessions.(4) The term of this concession is currently in force and was extended by IFT in favor of Telmex until 2040 and afterwards it was assigned by Telmex to Telcel as of March 11, 2020. Concessions acquired from Axtel were extended by the IFT until 2038. | ||||||
80
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 () and vary depending on the relevant region and radio spectrum band.
Ley Federal de Derechos
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. New terms for this concession were issued in 2023. The new terms are substantially similar to the prior terms but, notwithstanding Telmex’s request to the IFT, the new terms exclude the authorization to provide television services. 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. Telmex’s Fines
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. As of the date of this annual report, a final resolution is pending.
In January 2020, Telnor was notified of a resolution issued by the IFT imposing a fine of Ps.1.3 billion for Telnor’s alleged noncompliance with information availability rules regarding certain passive infrastructure (poles, ducts) in the electronic management system used for wholesale services. Telnor has exercised all legal remedies challenging the resolution. As of the date of this annual report, a final resolution is pending.
In November 2023, Telmex and Telnor were notified of a resolution issued by the IFT imposing fines of Ps.262.2 million and Ps.9.3 million, respectively, for alleged relative monopolistic practices. Telmex and Telnor have exercised all legal remedies challenging the resolution. As of the date of this annual report, 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.
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 () 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.
Ley Federal de Competencia Económica
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, 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 (), 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.
Indice Nacional de Precios al Consumidor
Prices for Telmex’s wholesale services are established by the IFT based on the
long-run
average incremental cost model methodology. 81
BRAZIL
Legal Framework and Principal Regulatory Authorities
The Brazilian Telecommunications Law () provides the framework for telecommunications regulation. The primary telecommunications regulator in Brazil is the Telecommunications Agency (, 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.
Lei Geral das Telecomunicações Brasileiras
Agência Nacional de Telecomunicações
In 2019, the Brazilian Congress approved legislation to modernize Brazil’s concession-based telecommunications model to an authorization-based model. The legislation allows fixed-line concessionaires, such as Claro Brasil, to provide services under an authorization rather than a concession, as long as certain investment-related obligations are met. Under the legislation, it is possible to extend current concessions, as well as radio frequency licenses and orbital positions, for more than one period. The legislation also permits the possibility of a secondary market for trading cellphone frequencies. The legislation is implemented through regulations promulgated by Anatel. As of the date of this annual report, Anatel has promulgated the regulation that allows concessions to be transformed into authorizations. Anatel has yet to promulgate other enacting regulations, such as the regulation creating a secondary market for trading cellphone frequencies, which remain under discussion. We are currently evaluating the potential impact of this legislation on 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.
In 2018, subsidiary Star One merged into Claro Brasil. As a result, all Brazilian 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. In 2020, the satellite operation rights were transferred to Embratel TVsat Telecomunicações S.A. (“Claro TV”), after approval by Anatel. On December 18, 2019, we announced the acquisition of 100% of the shares of Nextel Brazil (currently known as Claro NXT Telecomunicações S.A.) and Sunbird
Telecomunicações Ltda. (“Sundbird”), as well as its correspondent subsidiaries and parent companies in Brazil. Nextel Brazil had authorizations to provide personal mobile services, specialized mobile services, multimedia communication services, paid fixed telephony services (national and international long-distance) and radiofrequency services in Brazil that were granted by Anatel. Sunbird had authorizations to provide specialized mobile services and radio frequency services. Derived from our acquisition of Nextel Brazil and Sunbird, Anatel provided us with: (i) a term of 18 months to consolidate and cancel the overlapped authorizations granted in favor of Nextel Brazil and Sunbird; and (ii) a term of 2 months to adjust the radiofrequency thresholds. In 2020, the authorizations and radiofrequencies granted in favor of Nextel Brazil and Sunbird for specialized mobile services were waived. Also in 2020, Nextel’s PS licenses were transferred to Claro Brasil. Moreover, to comply with the obligation mentioned on item “(i)” above, on February 5, 2021, all of Nextel Brazil’s mobile services assets and licenses were transferred to Claro Brasil by means of a corporate restructuring.
In 2019, the subsidiary Primesys was merged into Claro Brasil. As a result, service authorizations granted to Primesys were transferred under the same terms and conditions to Claro Brasil.
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 Brasil, 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 | |||
Mobile Maritime Services |
Indefinite | |||
Global Mobile Satellite Services |
Indefinite | |||
Claro TV |
DTH TV Services |
Indefinite | ||
Data Services |
Indefinite | |||
Americel S.A. |
Data Services |
Indefinite | ||
Telmex do Brasil |
Data Services |
Indefinite | ||
Claro NXT |
Data Services |
Indefinite | ||
Cable TV Services |
Indefinite | |||
82
In addition, Claro TV has various orbital position authorizations for our satellite operations, which are set to expire between 2025 and 2033. These grants were transferred from Claro Brasil to Claro TV in 2020, subsequent to Anatel’s approval. Requests for extensions for 15 more years have been requested from Anatel. Claro Brasil also has radio frequency licenses to provide PCS, which are set to expire between 2036 and 2041.
Nextel Brazil had radio frequency licenses to provide PCS, which were transferred to Claro Brasil on February 2021 and will expire between 2026 and 2031.
On June 30, 2021, all of Claro Brasil’s cable TV (SeAC) assets and its license were transferred to Nextel Brazil by means of a corporate restructuring.
On November 4 and 5 of 2021, during a 5G auction, Claro Brasil won 100 MHz of the 3.5 GHz frequency band. This band has national reach and is committed to taking 5G to municipalities with more than 30,000 inhabitants. In the same auction, the company also won the 2.3 GHz frequencies in the North, South, Midwest, São Paulo and Triângulo Mineiro regions and two blocks of 200 MHz National frequencies of 26 GHz. These licenses are valid until 2041 and are renewable.
Brasilia became the first city in Brazil to offer 5G connectivity in the 3.5 GHz band in July 2022. In 2022, Brazil’s 26 state capitals were approved for standalone 5G connectivity in 3.5 GHz.
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 after the first 15 year term of its PCS authorizations 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.
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 concessions.
Compensation for those assets would be their depreciated cost.
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. Claro Brasil may set domestic long-distance and 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 (, 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 (5) wholesale markets in the telecommunications sector, on the basis of several criteria, including having over 20.0% of market share in the applicable market.
Plano Geral de Metas da Competição
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, based on a cost model, and in December 2018, Anatel established termination rates for mobile services applicable to operators with significant market power from 2020 to 2023. These termination rates were revised by Anatel in February 2020. In March 2023, Anatel established the termination reference rates for mobile services applicable to operators with significant market power from 2024 to 2027. Claro Brasil is also required to publish its reference roaming prices for voice, data and SMS on an annual basis, among other measures. These prices must be related to the Anatel reference values and need to be approved by Anatel before they can take effect. The approval of new prices by Anatel took place in November 2023.
In 2018, Anatel approved Claro Brasil’s most recent wholesale reference offers with respect to national roaming, telecommunications duct infrastructure, long-distance leased lines, high capacity transport above 34 Mbps, wireless networks interconnection, fixed network
83
interconnection, 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 network interconnection. 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 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 (), have been applicable since February 2016.
coubicación
In March 2023, Anatel published reference values for fees network that are applicable from 2024 to 2027.
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 (due to the acquisition of the 700 MHz frequency), (iii) meet targets and (iv) comply with applicable telecommunications services consumer rights.
quality-of-service
In addition to the associated coverage obligations for the 3.5 GHz band, the winners created an entity (EAF) to clear the spectrum (migration of the parabolic TV signal), build a private communication network for the federal government of Brazil and install an optic fiber network in the North of Brazil. There are no coverage obligations for the 26 GHz band, but the winners created an entity (EACE) which will be responsible for meeting public schools’ connection needs as defined by Anatel, the Ministry of Communications and the Ministry of Education.
CADE Anti-Competition Proceeding
On September 13, 2023, the Administrative Council for Economic Defense (“CADE”)’s Tribunal issued its final ruling convicting and imposing the following fines against Claro Brasil (R$30.9 million), Oi Móvel S.A. (“Oi”) (R$53.6 million) and Telefônica Brasil S.A. (“Telefônica”, together with Claro Brasil and Oi, the “Defendants”) (R$28.3 million). The fines relate to a complaint filed by British Telecom do Brasil (“BT”) against the Defendants alleging, among other things, that, in connection with the formation of a consortia among them to participate in a public bid (), the Defendants (i) colluded to prevent competition between the leading players in the broadband internet services market in Brazil, which caused anti-competitive effects in the telecommunications sector and (ii) made it difficult for BT to participate in the bid through price discrimination tactics and by refusing to supply communication circuits (specifically, MPLS links) that were required for BT to participate in the bid. Claro Brasil is currently disputing the conviction and the final fine applied in judicial court.
Rede Correios Consortium
COLOMBIA
Legal Framework and Principal Regulatory Authorities
The Information and Communications Ministry (, or “ICT Ministry”) and the Communications Regulatory Commission (, or “CRC”) are responsible for overseeing and regulating the telecommunications sector. The main audiovisual regulatory authorities in Colombia with respect to Pay TV services are the CRC, the ICT Ministry and the Superintendency of Industry and Commerce (, or “SIC”). Our Colombian subsidiary, Comunicación Celular S.A. (“Comcel”), is also subject to supervision by other government entities responsible for enforcing other regulations, such as antitrust rules or those protecting consumer rights.
Ministerio de Tecnologías de la Información y las Comunicaciones
Comisión de Regulación de Comunicaciones
Superintendencia de Industria y Comercio
Concessions
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.
84
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 (1) | ||
1900 MHz |
10 MHz |
Dec. 2039 | ||
5 MHz |
Oct. 2041 | |||
15 MHz |
Mar. 2024 | |||
2.5 GHz |
30 MHz |
Aug. 2023 | ||
10 MHz |
Mar. 2040 | |||
10 MHz |
Mar. 2040 | |||
10 MHz |
Mar. 2040 | |||
700 MHz |
20 MHz |
May 2040 | ||
(1) Comcel has initiated procedures that seek a 20-year renewal of this license. The termination date of this license will be deemed extended until such time as the Colombian government renders a final decision on the renewal. | ||||
In 2013, Telmex Colombia S.A. obtained permission to provide Pay TV services under any available technology, pursuant to the ICT Ministry’s unified licensing system. On May 31, 2019, Telmex Colombia, S.A. merged into Comcel. The permission to provide Pay TV services granted in favor of Telmex Colombia, S.A. was simultaneously transferred to Comcel without modifications in connection with the merger. On July 30, 2019, Comcel’s permission to provide Pay TV was incorporated under Comcel’s general power to provide Pay TV granted to it under Law 1978 of 2019.
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. In June 2023, the ICT Ministry released a plan to conduct spectrum auctions in the 700 MHz, 1900 MHz, 2.5 GHz and 3.5 GHz bands (the “2023 Auctions”). The final resolution containing the 2023 Auctions’ terms and conditions was published by the ICT Ministry in October of 2023. The 2023 Auctions took place on December 20, 2023, with the following results: Comcel acquired 80 MHz in the 3.5 GHz frequency and 10 MHz in the 2500 MHz frequency; a subsidiary of Telecall Colombia S.A.S., participating as a new competitor in the mobile market, was granted a 80 MHz license to operate in the 3.5 GHz frequency; and the Temporary Union (as defined below) was granted a 80 MHz license to operate in the 3.5 GHz frequency band. In October 2023, Comcel obtained a concession of 30 MHz and 2.500 MHz spectrum in Colombia for a 20-year period for an amount of Ps.1,949,048. Additionally, during 2023, Comcel acquired indefeasible rights of use to use fiber optics for an amount of Ps.214,792.
In October 2023, the SIC approved the integration of Movistar’s and Tigo’s mobile networks and spectrum licenses, subject to certain conditions, including the reversion of spectrum exceeding the regulatory spectrum cap. The approved integration resulted in the creation of a new entity, called NetCo, that will manage the integrated mobile network and spectrum, and the creation of a temporary union ( or “Temporary Union”) to which Movistar and Tigo will transfer their assigned spectrum licenses.
Unión Temporal
Asymmetric Charges
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 interconnection rate than incumbent operators and pay lower national roaming fees, in both cases, 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, on January 28, 2021, the CRC determined that Comcel has a dominant position in the relevant mobile services market, but did not impose particular measures. Comcel considers that the CRC did not take into account important elements in its determination, which Comcel has challenged before the administrative courts of competent jurisdiction. This lawsuit was admitted by the administrative court, and we are waiting for the initial hearing and the probatory stage. On September 8, 2023 the CRC initiated a process to evaluate the adoption of certain regulatory measures in order to promote competition in the mobile services market. On January 23, 2024 the CRC issued Resolution 7285, adopting several measures to promote competition in the mobile services market, including the following two measures applicable exclusively to providers holding a dominant position: (i) asymmetric charges in national roaming services; and (ii) the obligation to publish a reference offer for passive infrastructure sharing. Comcel is evaluating legal alternatives to challenge the adoption of specific measures applicable solely to Comcel. Comcel considers that such measures were adopted pursuant to a general regulation instead of a specific administrative procedure and thus prevent Comcel from exercising the rights of defense and due process that would have been afforded had the relevant measures been adopted pursuant to a specific administrative procedure.
85
SOUTHERN CONE
ARGENTINA
The National Communications Agency (, or “ENACOM”) is the main telecommunications regulatory authority in Argentina and became operational in 2016.
Ente Nacional de Comunicaciones
AMX Argentina S.A. (“AMX Argentina”), has a license with national scope to provide information and communications technology (ICT) services. The license includes fixed and mobile telephone services, internet access, data transmission, pay cable television, and value-added services, among other services. At the end of 2023, ENACOM authorized fixed and mobile service providers to provide DTH technology for pay television services, which was previously prohibited.
AMX Argentina holds licenses to operate in the 700 MHz, 900 MHz, 1700/2100 MHz (AWS), 1900 MHz and 2600 MHz frequency bands. In October 2023, AMX Argentina participated in a 5G spectrum auction and was awarded a 100 MHz license to operate in the 3,300 to 3,400 MHz band (3.5 GHz band), for the provision of communications services, both fixed and mobile, and the deployment of 5G systems. Some of these authorizations expire in 15 or 20 years and others have no expiration date. Each license contains certain coverage parameters, reporting and service requirements and grants ENACOM a right of revocation in the event of material
non-compliance
with the license terms. All telecommunications providers in Argentina are required to contribute approximately 1.0% of their monthly revenues to finance the provision of telecommunications services to underserved areas and to underserved persons. All providers must also meet certain quality of service requirements.
In 2020, the government of Argentina issued Decree 690/20 by which it declared information and communications technology (ICT) services and access to telecommunications networks, for and between licensees of ICT services, as essential and strategic public services in competition. It also established that ENACOM is the competent authority to establish regulations on prices for ICT services. To this end, in 2021, ENACOM established the conditions of a “mandatory universal basic benefit” (PBU), which must be provided under conditions of equality. This PBU covers pay television, internet, fixed and mobile telephony services, and consists of basic plans for each of these services at affordable prices. It is aimed at a special segment of beneficiaries. AMX Argentina has challenged Decree 690/20 and as of the date of this annual report, Decree 690/20 has been suspended in its
effects and application due to several judicial precautionary measures issued by different courts.
On January 29, 2024, pursuant to executive decree 89/2024, the executive branch of the Argentine government ordered a
180-day
intervention of ENACOM to investigate its performance as Argentina’s telecommunications regulatory authority, subject to extensions. To date, no measures resulting from the investigation have been reported. We cannot predict whether any measures taken pursuant to the investigation of ENACOM would affect our operations in Argentina. PARAGUAY
The National Telecommunications Commission of Paraguay (, or “CONATEL”) is responsible for overseeing and regulating the telecommunications industry in Paraguay.
Comisión Nacional de Telecomunicaciones de Paraguay
AMX Paraguay, S.A. (“AMX Paraguay”) holds licenses to operate in the 1900 MHz and the 1700/2100 MHz bands. CONATEL is in the process of reviewing the renewal of the 1900 MHz band and the license for the 1700/2100 MHz band was renewed in August 2021. AMX Paraguay also holds a nationwide internet access and data transmission license. The license was renewed in November 2022 for another 5 years (until 2027). In addition, AMX Paraguay holds licenses to provide DTH services and cable TV services. The DTH License was renewed in March 2021 for another 5 years (until 2025). The cable TV services license was renewed in July 2021 for another 10 years (until 2031). These licenses are renewable, subject to regulatory approval, and contain coverage, reporting and service requirements. CONATEL is vested with the authority to revoke licenses in the event of a material breach of the license terms.
In November 2019, CONATEL granted AMX Paraguay a license to provide internet access and data transmission services in the 3,500 MHz frequency band, which expired on January 12, 2024.
According to the National Frequency Allocation Plan, this license cannot be renewed and the National Frequency Allocation Plan stipulates that the spectral margin between the 3400 MHz and 3700 MHz frequency bands must be allocated to 5G technology services. The Paraguayan government plans to initiate an auction for the 3500 MHz band in the latter half of 2024.
In addition, AMX Paraguay has a license to provide cellular mobile telephone services, internet access and data transmission in the 700 MHz band, which was renewed in February 2024 for an additional period of five years.
86
URUGUAY
The Regulatory Unit of Communications Services (, or “URSEC”) is in charge of the regulation of the telecommunications industry in Uruguay.
Unidad Reguladora de Servicios de Comunicaciones
AM Wireless Uruguay, S.A. (“AM Wireless Uruguay”) holds licenses to operate in the 1900 MHz, 1700/2100 MHz 700 MHz, and 3300/3400 MHz frequency bands. The 1900 MHz band expires in 2024 for its 30 MHz
sub-band
and in 2033 for its 20 MHz sub-band.
The 1700/2100 MHz band expires in 2033 for the 20 MHz sub-band
acquired in 2013, 2037 for the 20 MHz sub-band
acquired in 2017 and 2045 for the 25 MHz sub-band.
The 3300/3400 MHz band expires in 2048 and the 700 MHz band expires in 2037. In 2021, AM Wireless Uruguay obtained a “Class C” license, which enables it to provide internet services using fixed or wireless connections to authorized telecommunications companies. Telstar S.A. holds licenses to provide international long-distance communications and international and national data services that have no expiration date. On August 31, 2020, Multicanal S.A. (“Multicanal”), initiated a judicial procedure against the executive branch of the Uruguayan government for alleged interference in the 2019 public auction for Multicanal’s assigned frequencies and sought to annul the assignment of the 1700/2100MHz, 1800 MHz and 2600 MHz frequency bands. Multicanal obtained a declaration of nullity of actions of the executive branch of the Uruguayan government that assigned the frequencies (including AM Wireless Uruguay’s 1765/1775 MHz and 2165/2175 MHz frequency bands). As of the date of this annual report, the frequencies assigned to the operators have not been returned or
re-auctioned.
In the event a re-auction
takes place, AM Wireless Uruguay may challenge the declaration of nullity and seek compensatory and other damages. Regarding the license granted in 1900 MHz, on November 29, 2022, the executive branch issued Decree 377/022, which provided for the renewal of spectrum in the 1900 MHz band (specifically,
sub-blocks
1895 to 1910 MHz and 1975 to 1990 MHz), which is set to expire in July 2024, for the same term and price. The renewal will expire in 2044 and is expected to cost U.S.$18,120 million. 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. In February 2022, the administrative court issued a ruling (36/2022) stating that the administrative act that revoked Flimay’s license should
be annulled, and the license should be restored. On December 2022, we presented a note to URSEC requesting that they adopt the necessary operations to issue the D license to Flimay. On July 20, 2023, Flimay requested technical approval from URSEC for the use of the D license in connection with DTH technology service. The approval is still in process.
In July 2020, the Consideration Law () No. 19,889 was enacted, and pursuant to articles 471 through 476, established a number portability regime for mobile services. In January 2021 Decree No. 26 approved the regulation of the portability system.
Ley de Urgente Consideración
In November 2021, the Accountability Law () was enacted, whereby URSEC´s antitrust practices competencies were transferred to the Antitrust Commission ().
Ley de Rendición de Cuentas
Comisión de Promoción y Defensa de la Competencia
Notwithstanding the foregoing, URSEC remains competent to hold hearings on and authorize mergers and acquisitions of telecommunications licenses.
In November 2023, Decree 324/023 was enacted. The decree requires operators to block online sporting events that are being illegally transmitted in violation of intellectual property rights. As of December 31, 2023, this decree has not gone into effect. The Uruguayan government is coordinating a working group to facilitate the implementation of the decree.
ANDEAN REGION
ECUADOR
The primary regulatory authorities for our mobile and fixed-line operations are the National Telecommunications, Regulation and Control Agency (, or “Arcotel”) and the Telecommunications and Information Society Ministry (, 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.
Agencia de Regulación y Control de las Telecomunicaciones
Ministerio de Telecomunicaciones y Sociedad de la Información
The Telecommunications Law (), adopted in 2015, serves as the legal framework for telecommunications services. It established regulations for operators with significant market power based on their gross
Ley Orgánica de Telecomunicaciones
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. 87
Consorcio Ecuatoriano de Telecomunicaciones, S.A. (“Conecel”) has a significant percentage of users in the advanced wireless services market, and therefore was obliged to make fee payments on its income pursuant to the Telecommunications Law.
Conecel paid to the Ecuadorian government U.S.$23 million, which corresponds to 3.0% of its wireless service revenues generated in the 2022. 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 appealed this decision and, as of the date of this annual report, a decision of the Constitutional Court is pending. However, the Law for Economic Development and Sustainability after the ) issued on November 29, 2021 eliminates the regulation (Article 34) of the Telecommunications Law that required Conecel to make quarterly payments on its income. This elimination became effective on January 1, 2023.
COVID-19
Pandemic (Ley Orgánica para el Desarrollo Económico y Sostenibilidad Fiscal tras la Pandemia
COVID-19
Conecel holds concessions to operate in the 850MHz, 1900 MHz and AWS bands, which include concessions for PCS that were supposed to expire in August 2023. Negotiations for the renewal of the PCS concession remain ongoing, and the Ecuadorian government granted an extension of Conecel’s spectrum concessions that remains valid while the negotiations continue. The PCS concession contains requirements for successful call completions, SMS delivery times, customer service, geographic coverage and other service conditions.
quality-of-service
Conecel also holds licenses to provide Pay TV Services (through DTH technology), bearer services, and internet services, expiring in 2038, 2032 and 2036, respectively.
Conecel also holds a concession to offer fixed-line voice as well as a license to provide Pay TV (through HFC technology) that expires in 2032 and 2031, respectively.
On May 18, 2021 the Telecommunications Authority issued a resolution that grants Conecel a concession to provide submarine cable services for a period of 20 years.
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, for the periods from 2017 to 2019. The recalculation proceeding for 2.93% of Conecel’s annual subscriber base revenues remains ongoing.
The recalculation proceedings mentioned in this section were disputed with Arcotel in arbitration. On April 17, 2020, an arbitration court from the International Arbitration and Mediation Center (, or “CIAM”) issued its resolution which was favorable for Conecel. Arcotel was ordered to pay Conecel U.S.$32.4 million plus interest for the periods between 2009 and 2015.
Centro Internacional de Arbitraje y Mediación
Notwithstanding the foregoing, on January 15, 2021, the Provincial Court of Justice accepted Arcotel´s request to nullify the resolution issued by the arbitration court, thereby declaring it null. The annulment of the resolution has not ended the dispute with Arcotel. A new arbitration court from CIAM reviewed the resolution, and on March 8, 2023, issued a new arbitration award in favor of Conecel. Arcotel is again requesting to nullify the second award in the Provincial Court of Justice. As of December 31, 2023, this dispute is ongoing. Conecel enforced its rights in this matter by presenting an Extraordinary Action for Protection before the Constitutional Court for the violation of its rights, which is still pending resolution.
Decrease in Monthly Fees For Use of Spectrum
In December 2022, Arcotel released a new regulation aimed at decreasing the monthly fees for use of spectrum. This decrease became effective as of January 2023. According to this regulation, the monthly fees will start decreasing by up to 47% in 2023, 58% in 2024, 69% in 2025 and 79% in 2026.
PERU
The Supervisory Agency for Private Investment in Telecommunication (, or “OSIPTEL”) is in charge of the regulation of the telecommunications industry in Peru. The Ministry of Transport and Communications (, or “MTC”) grants concessions, permits and licenses. The Telecommunications Law (), adopted in 1993, serves as the legal framework for telecommunications services.
Organismo Supervisor de la Inversión Privada en Telecomunicaciones
Ministerio de Transportes y Comunicaciones
Decreto Supremo N° Ley de Telecomunicaciones
013-93-TCC
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
88
S.A.C. and their respective subsidiaries in 2016, Claro Perú had a resale agreement with such companies to operate in certain regions on the 2.5 GHz band.
Spectrum reframing is the process conducted by the MTC to properly order the assignment of a frequency band in order to have continuous coverage nationwide and adequate bandwidth. The MTC issued the final decision on the spectrum reframing for the 2.5 GHz band, granting 80 MHz to TVS Wireless, S.A.C. (Lima and Callao) and Olo del Peru, S.A.C. (rest of the country). In 2021 and 2022, our subsidiaries Olo del Peru and TVS Wireless were merged into Claro Perú with 2.5 GHz spectrum and all licenses previously granted to such subsidiaries transferred to Claro Perú.
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. Renewal of the 1900 MHz and 3.5 GHz concessions is ongoing and the MTC’s decision is pending. EUROPE AND OTHER JURISDICTIONS
European Legal Framework and Principal Regulatory Authorities
The telecommunications regulatory framework in the EU is based on the European Electronic Communications Code (EECC) that is currently in the process of being transposed into national laws for all EU member states. Austria, Bulgaria, Croatia and Slovenia are EU member states. North 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 |
2029 | ||
900 MHz |
2034 | |||
2034 |
2044 | |||
1800 MHz |
2034 | |||
1800 MHz |
2034 | |||
2100 MHz |
2044 | |||
2600 MHz |
2026 | |||
3500 MHz |
2039 | |||
BELARUS |
900 MHz |
Not applicable | ||
1800 MHz |
Not applicable | |||
2100 MHz |
Not applicable | |||
BULGARIA |
700 MHz |
2038 | ||
800 MHz |
2038 | |||
900 MHz |
2024 | |||
1800 MHz |
2024 | |||
2100 MHz |
2025 | |||
3500 MHz |
2041 | |||
26000 MHz |
2042 | |||
CROATIA |
700 MHz |
2036 | ||
800 MHz |
2024 | |||
900 MHz |
2024 | |||
1800 MHz |
2024 | |||
2100 MHz |
2024 | |||
3500 MHz |
2036 | |||
26000 MHz |
2036 | |||
NORTH MACEDONIA |
800 MHz |
2033 | ||
900 MHz |
2028 | |||
1800 MHz |
2033 | |||
2100 MHz |
2028 | |||
SERBIA |
800 MHz |
2026 | ||
900 MHz |
2026 | |||
1800 MHz |
2026 | |||
2100 MHz |
2026 | |||
SLOVENIA |
700 MHz |
2036 | ||
800 MHz |
2029 | |||
900 MHz |
2031 | |||
1500 MHz |
2036 | |||
1800 MHz |
2031 | |||
2100 MHz |
2036 | |||
2600 MHz |
2029 | |||
3500 MHz |
2036 | |||
26000 MHz |
2029 | |||
89
OTHER JURISDICTIONS
COUNTRY |
PRINCIPAL REGULATORY AUTHORITIES |
CONCESSION AND LICENSES | ||
COSTA RICA |
Superintendency of Telecommunica- tions (Superintendencia de Teleco- municaciones) (Ministerio de Ciencia, Innovación, Tecnología y Telecomunicaciones) |
• Concessions of 70 MHz in the 1800/2100 MHz bands that expire in 2026 • Concessions 30 MHz in the 1800/2100 MHz bands that expire in 2033 • License to operate Pay TV services using DTH technology that will expire in 2026 | ||
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 • Concession of 40 MHz in 1700/2100 MHz bands (AWS) that will expire in 2040. | ||
GUATEMALA |
Guatemalan Telecommunications Agency (Superintendencia de Telecomunicaciones) |
• Rights of use of 12 MHz in the 900 MHz band, 120 MHz in the 1900 MHz band and 175 MHz in the 3.5 GHz band to provide all types of services that expire in 2033. • Rights of use of 50 MHz in the 700 MHz band to provide all types of services that expire in 2043. • License to provide Pay TV Services that expires in 2038. | ||
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 2042 • 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 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 2030 | ||
DOMINICAN REPUBLIC |
Dominican Institute of Telecommunications (Instituto Dominicano de las Telecomunicaciones) |
• Concession to provide fixed and wireless services, internet and pay TV services through DTH and IPTV technologies that expire in 2041 • Licenses 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, 100 MHz in the 3.3-3.4 GHz band and 40 MHz in the 1.7/2.1 GHz (AWS) band that expire in 2041 | ||
PUERTO RICO |
Federal Communications Commission (FCC) and the Telecommunications Bureau of Puerto Rico |
• Concessions to use the 28 GHz band that expire in 2029. • Concessions to use the 700 MHz band that expire in 2031. • Concessions to use the 850 MHz band that expire in 2026, 2028, 2030 and 2031. • Concessions to use the AWS-1 (1700/2100 MHz) band that expire in 2026 and 2037.• Long-term transfer lease concessions to use the AWS-1 (1700/2100 MHz) band that expire in 2027.• Concessions to use the AWS-3 band (1700/2100 MHz) that expire in 2026 and 2028.• Concessions to use the 3.5 GHz band that expire in 2031. • Long-term transfer lease concessions to use 35.6 MHz of the 2.5 GHz band that expire in2025, 2026, 2030,2032 and 2033. • Franchise to operate Pay TV services using IPTV technology that will be terminated in 2024. | ||
90
91
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 dates indicated.
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 17 to our audited consolidated financial statements included in this annual report and in “Regulation” under Part VI of this annual report.
94
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, 2022 and 2023:
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. On March 19, 2024, the Board of Directors, with the favorable opinion of the Audit and Corporate Practices Committee, elected the firm “Deloitte” (Galaz, Yamakazi, Ruiz Urquiza, S.C.) as our independent registered public accounting firm for the fiscal years 2025, 2026 and 2027 and, therefore, Mancera, S.C., a member practice of Ernst & Young Global Limited (“EY”), will not continue acting as our independent registered public accounting firm upon completion of the 2024 audit. This decision considered various aspects, including the evaluation carried out by our management and Audit and Corporate Practices Committee of different independent registered public Accounting firms invited to a selection process initiated in 2023, including EY, as well as the corporate governance best practice consisting of independent registered public accounting firm periodic rotation.
The reports of EY in respect of the Company’s financial statements with accompanying notes for each of the years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2023 and 2022, and the subsequent interim periods, there were no disagreements (as that term is defined in Item 304(a)(1) (iv) of Regulation S-K promulgated by the Securities and Exchange Commission) with EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures, which disagreement(s), if not resolved to the satisfaction of EY would have caused EY to make reference to the matter in their reports on the Company’s financial statements for such years.
During the years ended December 31, 2023 and 2022, there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that EY issued an adverse opinion in their report on internal control over financial reporting as of December 31, 2023 and 2022 as a result of the material weakness in our Colombian subsidiary related to certain ineffective ITGCs.
95
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:
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, individually, 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.
96
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; |
• |
statements of our plans, objectives or goals, including those relating to acquisitions, competition and rates; |
• |
statements concerning regulation or regulatory developments; |
• |
the impact of public health crises; |
• |
statements about our future economic performance or that of Mexico or other countries in which we operate; |
• |
competitive developments in the telecommunications industry; |
• |
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, Argentina, Colombia, Europe and elsewhere, inflation rates, exchange rates, regulatory developments, technological improvements, the impact of public health crises, 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.
97
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 |
6 | ||||
3B Capitalization and indebtedness |
Not applicable |
– | ||||
3C Reasons for the offer and use of proceeds |
Not applicable |
– | ||||
3D Risk factors |
Risk factors |
39 | ||||
4 |
INFORMATION ON THE COMPANY |
|||||
4A History and development of the Company |
Information on the Company |
9 | ||||
Note 10–Property, Plant and Equipment, net |
F-47 | |||||
Liquidity and capital resources |
34 | |||||
Additional Information |
93 | |||||
4B Business overview |
Information on the Company |
9 | ||||
Regulation |
77 | |||||
4C Organizational structure |
Exhibit 8.1 |
– | ||||
4D Property, plant and equipment |
Information on the Company |
9 | ||||
Note 10–Property Plant and Equipment, net |
9 | |||||
Liquidity and capital resources |
34 | |||||
Regulation |
77 | |||||
4A |
Unresolved staff comments |
None |
– | |||
5 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
|||||
5A Operating results |
Services and Products |
15 | ||||
Overview |
24 | |||||
Results of operations |
26 | |||||
Regulation |
77 | |||||
Liquidity and capital resources |
34 | |||||
5B Liquidity and capital resources |
Note 14–Debt |
F-63 | ||||
5C Research and development, patents and licenses, etc. |
Not applicable |
– | ||||
5D Trend information |
Overview |
24 | ||||
Results of operations |
26 | |||||
5E Critical Accounting Estimates |
Not applicable |
– | ||||
6 |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
|||||
6A Directors and senior management |
Management |
53 | ||||
6B Compensation |
Management |
66 | ||||
6C Board practices |
Management |
65 | ||||
6D Employees |
Employees |
94 | ||||
6E Share ownership |
Major shareholders |
53 | ||||
Management |
63 | |||||
6F Disclosure of a registrant’s action to recover erroneously awarded compensation |
Not applicable |
– | ||||
7 |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
|||||
7A Major shareholders |
Major shareholders |
53 | ||||
7B Related party transactions |
Related party transactions |
54 | ||||
7C Interests of experts and counsel |
Not applicable |
– | ||||
8 |
FINANCIAL INFORMATION |
|||||
8A Consolidated statements and other financial information |
Consolidated Financial Statements |
103 | ||||
Dividends |
55 | |||||
Note 17–Commitments and Contingencies |
F-71 | |||||
8B Significant changes |
Not applicable |
– | ||||
98
99
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: May 1, 2024
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 | |
100
101
AMÉRICA MÓVIL, S.A.B. DE C.V.
AND
SUBSIDIARIES Consolidated Financial Statements
Years Ended December 31, 2021, 2022 and 2023
with Report of Independent Registered Public Accounting Firm
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To 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, 2023 and 2022, the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 29, 2024 expressed an adverse 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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our
F-2
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Deferred tax assets, realizability of amounts related to net operating loss carryforwards and temporary differences related to employee benefits | ||
Description of the Matter |
As discussed in Note 13 to the consolidated financial statements, as of December 31, 2023, the balance of deferred tax assets was Ps. 137,883,622 thousand. The Company has recognized deferred tax assets arising from net operating loss carryforwards (NOLs) of Ps. 36,970,123 thousand, of which Ps. 25,293,302 thousand was generated by its subsidiary in Brazil. In addition, the Company has recognized deferred tax assets of Ps. 34,663,794 thousand related to employee benefits, which are primarily related to one of its Mexican subsidiaries. | |
| Auditing management’s assessment of the realizability of the deferred tax assets arising from NOLs and the Mexican subsidiary’s employee benefits involved complex auditor judgement because management’s estimate of realizability was based on assessing the likelihood, timing and sufficiency of future taxable profits and available tax planning opportunities. These projections are sensitive because they can be affected by future operating results and future market and economic conditions. | ||
How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement related to the realizability of the deferred tax assets. We tested controls over management’s analyses of the future reversal of existing taxable temporary differences, their projections of future taxable income and related assumptions used in developing the projected financial information and their identification of available tax planning opportunities. Our audit also included the testing of controls that address the completeness and accuracy of the data used in the analysis. | |
| To test the realizability of the deferred tax assets our audit procedures included, among others, the review of management’s estimates of future taxable income, the methodology used, the significant assumptions and the underlying data used by the Company in developing the projected financial information, such as customer attrition rates, growth rates, and other key assumptions by comparing them with historical, economic and industry trends and evaluating whether changes to the Company’s business model and other factors would significantly affect the projected financial information. We also involved our valuation specialists to evaluate the analysis and assumptions used, and to test the calculations used by the Company. | ||
| In addition, with the assistance of our tax professionals, we assessed the application of relevant tax laws, including assessing the Company’s future tax planning opportunities, and tested the scheduling of the timing and amounts of expected reversals of taxable temporary differences. | ||
| We also assessed the adequacy of the related financial statement disclosures. | ||
Discount rate used in determining defined benefit pension obligations in Mexico | ||
Description of the Matter |
As discussed in Note 2 q) and in Note 18 to the consolidated financial statements, as of December 31, 2023, the defined benefit pension obligation balance was Ps. 134,188,504 thousand. The Company assessed and updated its estimates and assumptions used to actuarially measure and value the defined benefit pension obligation as of December 31, 2023, using the assistance of independent actuarial specialists. | |
F-3
| Auditing the defined benefit pension obligation, for which the majority of the balance arises from one of the Company’s subsidiaries in Mexico, involved complex auditor judgement and required the involvement of our actuarial and valuation specialists because of the highly judgmental nature of the discount rate used in the Company’s measurement process. This assumption was complex because it required a valuation of the credit quality of the corporate bonds used to develop the discount rate and the correlation of those bonds’ cash inflows to the timing and amount of future expected benefit payments. | ||
How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the determination of the discount rate used in the defined benefit pension calculation. We tested controls over management’s determination and review of the discount rate provided to the independent actuaries. | |
| To test the determination of the discount rate of the defined benefit pension obligation we involved our valuation and actuarial specialists to assist us in evaluating the methodology used to select the yield curve applied on the calculation, assessing the credit quality of the corporate bonds that comprise the yield curve and the timing and amount of cash flows at maturity with the expected amounts and duration of the related benefit payments. | ||
| We also evaluated the objectivity and competence of management’s internal specialist responsible for overseeing the determination of the discount rate and the independent actuarial specialists through the consideration of their professional qualifications, experience and use of accepted methodology. | ||
| We also assessed the adequacy of the related financial statement disclosures. | ||
/s/ Mancera, S.C.
A member of Ernst & Young Global
We have served as the Company’s auditor since 1993.
Mexico City, Mexico
April 29, 2024
F-4
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Financial Position
(In thousands of Mexican pesos)
The accompanying notes are an integral part of these consolidated financial statements.
F-
5
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 years ended December 31 |
|||||||||||||||||
| 2021 (1) |
2022 (1) |
2023 |
2023 Millions of U.S. dollars, except for earnings per share |
|||||||||||||||
| Operating revenues: |
||||||||||||||||||
| Service revenues |
Ps. | 694,300,431 | Ps. | 712,985,548 | Ps. |
689,154,325 |
US$ |
40,794 |
||||||||||
| Sales of equipment |
136,387,021 | 131,515,849 | 126,858,519 |
7,509 |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Ps. | 830,687,452 | Ps. | 844,501,397 | Ps. |
816,012,844 |
US$ |
48,303 |
|||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Operating costs and expenses: |
||||||||||||||||||
| Cost of sales and services |
328,510,002 | 330,532,450 | 316,476,140 |
18,734 |
||||||||||||||
| Commercial, administrative and general expenses |
173,579,745 | 179,454,030 | 173,001,297 |
10,241 |
||||||||||||||
| Other expenses |
4,738,463 | 5,010,379 | 6,965,828 |
412 |
||||||||||||||
| Depreciation and amortization |
9,10,11 and 15 |
156,302,992 | 158,633,786 | 151,786,064 |
8,985 |
|||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Ps. | 663,131,202 | Ps. | 673,630,645 | Ps. |
648,229,329 |
US$ |
38,372 |
|||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Operating income |
Ps. | 167,556,250 | Ps. | 170,870,752 | Ps. |
167,783,515 |
US$ |
9,931 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Interest income |
3,834,150 | 4,823,579 | 9,628,340 |
570 |
||||||||||||||
| Interest expense |
(35,738,305 | ) | (41,258,803 | ) | (44,545,241 |
) |
(2,637 |
) | ||||||||||
| Foreign currency exchange (loss) gain, net |
(16,714,847 | ) | 20,761,622 | 14,653,523 |
867 |
|||||||||||||
| Valuation of derivatives, interest cost from labor obligations and other financial items, net |
22 | (14,243,517 | ) | (19,116,219 | ) | (26,814,668 |
) |
(1,586 |
) | |||||||||
| Equity interest in net result of associated companies |
113,918 | (1,811,432 | ) | (5,371,824 |
) |
(318 |
) | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Profit before income tax |
104,807,649 | 134,269,499 | 115,333,645 |
6,827 |
||||||||||||||
| Income tax |
13 | 32,717,477 | 46,044,089 | 34,544,003 |
2,045 |
|||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net profit for the year from continuing operations |
Ps. | 72,090,172 | Ps. | 88,225,410 | Ps. |
80,789,642 |
US$ |
4,782 |
||||||||||
| Profit (loss) after tax for the year from discontinued operations |
2, Ac | 124,235,942 | (6,719,015 | ) | — |
— |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net profit for the year |
Ps. | 196,326,114 | Ps. | 81,506,395 | Ps. |
80,789,642 |
US$ |
4,782 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net profit for the year attributable to: |
||||||||||||||||||
| Equity holders of the parent from continuing operations |
20 | Ps. | 68,187,225 | Ps. | 82,878,406 | Ps. |
76,110,617 |
US$ |
4,505 |
|||||||||
| Equity holders of the parent from discontinued operations |
2, Ac | 124,235,942 | (6,719,015 | ) | — |
— |
||||||||||||
| Non-controlling interests |
3,902,947 | 5,347,004 | 4,679,025 |
277 |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Ps. | 196,326,114 | Ps. | 81,506,395 | Ps. |
80,789,642 |
US$ |
4,782 |
|||||||||||
| Basic and diluted earnings per share attributable to equity holders of the parent from continuing operations |
20 | Ps. | 1.03 | Ps. | 1.30 | Ps. |
1.21 |
US$ |
0.07 |
|||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Basic and diluted earnings per share attributable to equity holders of the parent from discontinued operations |
20 | Ps. | 1.88 | Ps. | (0.11 | ) | Ps. |
— |
US$ |
— |
||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Other comprehensive income (loss): |
||||||||||||||||||
| Other comprehensive income (loss) that may be reclassified to profit or loss in subsequent years (net of tax): |
||||||||||||||||||
| Effect of translation of foreign entities from continuing operations |
Ps. | (7,134,153 | ) | Ps. | (35,114,722 | ) | Ps. |
(41,548,455 |
) |
US$ |
(2,459 |
) | ||||||
| Effect of translation of foreign entities from discontinued operations |
(829,163 | ) | 5,193,281 | — |
— |
|||||||||||||
| Items that will not be reclassified to profit (or loss) in subsequent years (net of tax): |
||||||||||||||||||
| Re-measurement of defined benefit plan, net of deferred taxes |
11,261,896 | (4,305,716 | ) | (3,769,565 |
) |
(223 |
) | |||||||||||
| Unrealized gain (loss) on equity investments at fair value, net of deferred taxes |
4 | 4,560,869 | (4,707,276 | ) | (967,609 |
) |
(57 |
) | ||||||||||
| Revaluation surplus, net of deferred taxes |
— | — | 868,456 |
51 |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total other comprehensive income (loss) items for the year, net of deferred taxes |
21 | 7,859,449 | (38,934,433 | ) | (45,417,173 |
) |
(2,688 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total comprehensive income for the year |
Ps. | 204,185,563 | Ps. | 42,571,962 | Ps. |
35,372,469 |
US$ |
2,094 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Comprehensive income for the year attributable to: |
||||||||||||||||||
| Equity holders of the parent from continuing operations |
Ps. | 202,418,502 | Ps. | 40,959,024 | Ps. |
34,578,854 |
US$ |
2,047 |
||||||||||
| Non-controlling interests |
1,767,061 | 1,612,938 | 793,615 |
47 |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Ps. | 204,185,563 | Ps. | 42,571,962 | Ps. |
35,372,469 |
US$ |
2,094 |
|||||||||||
| Comprehensive income for the period: |
||||||||||||||||||
| Net comprehensive income from continuing operations |
Ps. | 79,949,621 | Ps. | 49,290,977 | Ps. |
35,372,469 |
US$ |
2,094 |
||||||||||
| Net comprehensive income (loss) from discontinued operations |
2, Ac | 124,235,942 | (6,719,015 | ) | — |
— |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Ps. | 204,185,563 | Ps. | 42,571,962 | Ps. |
35,372,469 |
US$ |
2,094 |
|||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| (1) | Discontinued operations. |
The accompanying notes are an integral part of these consolidated financial statements.
F-
6
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2021, 2022 and 2023
(In thousands of Mexican pesos)
Capital stock |
Legal reserve (Note 20) |
Retained earnings |
Unrealized loss on equity investment at fair value |
Re-measurement of defined benefit plans |
Cumulative translation adjustment |
Revaluation surplus |
Total equity attributable to equity holders of the parent |
Non- controlling interests |
Total equity |
|||||||||||||||||||||||||||||||
| As of January 1, 2021 |
Ps. | 96,341,695 | Ps. | 358,440 | Ps. | 314,359,584 | Ps. | (10,881,989 | ) | Ps. | (113,607,942 | ) | Ps. | (100,926,140 | ) | Ps. | 64,835,155 | Ps. | 250,478,803 | Ps. | 64,638,815 | Ps. | 315,117,618 | |||||||||||||||||
| Net profit for the year |
— | — | 192,423,167 | — | — | — | — | 192,423,167 | 3,902,947 | 196,326,114 | ||||||||||||||||||||||||||||||
| Unrealized gain on equity investments at fair value, net of deferred taxes (Note 21) |
— | — | — | 4,560,869 | — | — | — | 4,560,869 | — | 4,560,869 | ||||||||||||||||||||||||||||||
| Remeasurement of defined benefit plan, net of deferred taxes (Note 21) |
— | — | — | — | 11,100,835 | — | — | 11,100,835 | 161,061 | 11,261,896 | ||||||||||||||||||||||||||||||
| Effect of translation of foreign entities (Note 21) |
— | — | — | — | — | (2,514,992 | ) | (2,322,214 | ) | (4,837,206 | ) | (2,296,947 | ) | (7,134,153 | ) | |||||||||||||||||||||||||
| Discontinued operations (Note 21) |
— | — | — | — | — | (829,163 | ) | — | (829,163 | ) | — | (829,163 | ) | |||||||||||||||||||||||||||
| Transfer of assets’ revaluation surplus (Note 21) |
— | — | 3,803,349 | — | — | — | (3,803,349 | ) | — | — | — | |||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Comprehensive income for the year |
— | — | 196,226,516 | 4,560,869 | 11,100,835 | (3,344,155 | ) | (6,125,563 | ) | 202,418,502 | 1,767,061 | 204,185,563 | ||||||||||||||||||||||||||||
| Dividends declared |
— | — | (26,640,797 | ) | — | — | — | — | (26,640,797 | ) | (1,919,674 | ) | (28,560,471 | ) | ||||||||||||||||||||||||||
| Repurchase of shares |
(8,263 | ) | — | (36,752,766 | ) | — | — | — | — | (36,761,029 | ) | — | (36,761,029 | ) | ||||||||||||||||||||||||||
| Other acquisitions of non-controlling interests |
— | — | 139,448 | — | — | — | — | 139,448 | (79,403 | ) | 60,045 | |||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance at December 31, 2021 |
Ps. | 96,333,432 | Ps. | 358,440 | Ps. | 447,331,985 | Ps. | (6,321,120 | ) | Ps. | (102,507,107 | ) | Ps. | (104,270,295 | ) | Ps. | 58,709,592 | Ps. | 389,634,927 | Ps. | 64,406,799 | Ps. | 454,041,726 | |||||||||||||||||
| Net profit for the year |
— | — | 76,159,391 | — | — | — | — | 76,159,391 | 5,347,004 | 81,506,395 | ||||||||||||||||||||||||||||||
| Unrealized loss on equity and debt investments at fair value, net of deferred taxes (Note 21) |
— | — | — | (4,707,276 | ) | — | — | — | (4,707,276 | ) | — | (4,707,276 | ) | |||||||||||||||||||||||||||
| Remeasurement of defined benefit plan, net of deferred taxes (Note 21) |
— | — | — | — | (4,599,407 | ) | — | — | (4,599,407 | ) | 293,691 | (4,305,716 | ) | |||||||||||||||||||||||||||
| Effect of translation of foreign entities (Note 21) |
— | — | — | — | — | (29,222,333 | ) | (1,864,632 | ) | (31,086,965 | ) | (4,027,757 | ) | (35,114,722 | ) | |||||||||||||||||||||||||
| Discontinued operations (Note 21) |
— | — | — | — | — | 5,193,281 | — | 5,193,281 | — | 5,193,281 | ||||||||||||||||||||||||||||||
| Transfer of assets’ revaluation surplus (Note 21) |
— | — | 2,165,706 | — | — | — | (2,165,706 | ) | — | — | — | |||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Comprehensive income for the year |
— | — | 78,325,097 | (4,707,276 | ) | (4,599,407 | ) | (24,029,052 | ) | (4,030,338 | ) | 40,959,024 | 1,612,938 | 42,571,962 | ||||||||||||||||||||||||||
| Dividends declared |
— | — | (28,000,073 | ) | — | — | — | — | (28,000,073 | ) | (1,880,736 | ) | (29,880,809 | ) | ||||||||||||||||||||||||||
| Repurchase of shares |
33,469 | — | (26,234,786 | ) | — | — | — | — | (26,201,317 | ) | — | (26,201,317 | ) | |||||||||||||||||||||||||||
| Recycling of assets revaluation surplus by spin-off, net of deferred taxes |
— | — | 35,289,339 | — | — | — | (35,289,339 | ) | — | (79,806 | ) | (79,806 | ) | |||||||||||||||||||||||||||
| Spin-off effects |
(1,001,572 | ) | — | (1,581,315 | ) | — | — | — | — | (2,582,887 | ) | — | (2,582,887 | ) | ||||||||||||||||||||||||||
| Other acquisitions of non-controlling interests |
— | — | (4,970 | ) | — | — | — | — | (4,970 | ) | (34,626 | ) | (39,596 | ) | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance at December 31, 2022 |
Ps. |
95,365,329 |
Ps. |
358,440 |
Ps. |
505,125,277 |
Ps. |
(11,028,396 |
) |
Ps. |
(107,106,514 |
) |
Ps. |
(128,299,347 |
) |
Ps. |
19,389,915 |
Ps. |
373,804,704 |
Ps. |
64,024,569 |
Ps. |
437,829,273 |
|||||||||||||||||
| Net profit for the year |
— |
— |
76,110,617 |
— |
— |
— |
— |
76,110,617 |
4,679,025 |
80,789,642 |
||||||||||||||||||||||||||||||
| Unrealized loss on equity and debt investments at fair value, net of deferred taxes (Note 21) |
— |
— |
— |
(967,609 |
) |
— |
— |
— |
(967,609 |
) |
— |
(967,609 |
) | |||||||||||||||||||||||||||
| Remeasurement of defined benefit plan, net of deferred taxes (Note 21) |
— |
— |
— |
— |
(3,662,102 |
) |
— |
— |
(3,662,102 |
) |
(107,463 |
) |
(3,769,565 |
) | ||||||||||||||||||||||||||
| Effect of translation of foreign entities (Note 21) |
— |
— |
— |
— |
— |
(36,676,031 |
) |
(723,649 |
) |
(37,399,680 |
) |
(4,148,775 |
) |
(41,548,455 |
) | |||||||||||||||||||||||||
| Revaluation surplus, net deferred taxes (Note 21) |
— |
— |
— |
— |
— |
— |
497,628 |
497,628 |
370,828 |
868,456 |
||||||||||||||||||||||||||||||
| Transfer of assets’ revaluation surplus (Note 21) |
— |
— |
815,693 |
— |
— |
— |
(815,693 |
) |
— |
— |
— |
|||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Comprehensive income for the year |
— |
— |
76,926,310 |
(967,609 |
) |
(3,662,102 |
) |
(36,676,031 |
) |
(1,041,714 |
) |
34,578,854 |
793,615 |
35,372,469 |
||||||||||||||||||||||||||
| Dividends declared |
— |
— |
(28,946,819 |
) |
— |
— |
— |
— |
(28,946,819 |
) |
(1,965,529 |
) |
(30,912,348 |
) | ||||||||||||||||||||||||||
| Repurchase of shares |
(3,305 |
) |
— |
(14,319,762 |
) |
— |
— |
— |
— |
(14,323,067 |
) |
— |
(14,323,067 |
) | ||||||||||||||||||||||||||
| Recycling of assets revaluation surplus related to Peru and the Dominican Republic’s sale of towers, net of deferred taxes |
— |
— |
4,911,409 |
— |
— |
— |
(4,911,409 |
) |
— |
— |
— |
|||||||||||||||||||||||||||||
| Other acquisitions of non-controlling interests |
— |
— |
1,598,873 |
— |
— |
— |
— |
1,598,873 |
(7,862,818 |
) |
(6,263,945 |
) | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balance at December 31, 2023 |
Ps. |
95,362,024 |
Ps. |
358,440 |
Ps. |
545,295,288 |
Ps. |
(11,996,005 |
) |
Ps. |
(110,768,616 |
) |
Ps. |
(164,975,378 |
) |
$ |
Ps.13,436,792 |
Ps. |
366,712,545 |
Ps. |
54,989,837 |
Ps. |
421,702,382 |
|||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-
7
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands of Mexican pesos)
For the years ended December 31 |
||||||||||||||||||
| Note | 2021 (1) |
2022 (1) |
2023 |
2023 Millions of U.S. dollars |
||||||||||||||
| Operating activities |
||||||||||||||||||
| Profit before income tax from continuing operations |
Ps. | 104,807,649 | Ps. | 134,269,499 | Ps. |
115,333,645 |
US$ |
6,827 |
||||||||||
| Profit (loss) before income tax from discontinued operations |
2, Ac | 148,529,197 | (8,524,516 | ) | — |
— |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Profit before income tax |
253,336,846 | 125,744,983 | 115,333,645 |
6,827 |
||||||||||||||
| Items not requiring the use of cash: |
||||||||||||||||||
| Depreciation property, plant and equipment and right-of-use |
10 and 15 | 136,987,034 | 140,353,169 | 133,818,176 |
7,921 |
|||||||||||||
| Amortization of intangible and other assets |
9 and 11 | 19,315,958 | 18,280,617 | 17,967,888 |
1,064 |
|||||||||||||
| Equity interest in net result of associated companies |
(113,918 | ) | 1,811,432 | 5,371,824 |
318 |
|||||||||||||
| (Gain) loss on sale of property, plant and equipment |
(6,849,699 | ) | 935,644 | (5,055,264 |
) |
(299 |
) | |||||||||||
| Net period cost of labor obligations |
18 | 18,688,374 | 15,979,152 | 16,971,936 |
1,005 |
|||||||||||||
| Foreign currency exchange loss (income), net |
14,192,416 | (20,008,610 | ) | (16,175,776 |
) |
(958 |
) | |||||||||||
| Interest income |
(3,834,150 | ) | (4,823,579 | ) | (9,628,340 |
) |
(570 |
) | ||||||||||
| Interest expense |
35,738,305 | 41,258,803 | 44,545,241 |
2,637 |
||||||||||||||
| Employee profit sharing |
3,130,722 | 3,637,813 | 3,938,274 |
233 |
||||||||||||||
| Loss in valuation of derivative financial instruments, capitalized interest expense and other, net |
5,239,927 | 17,072,520 | 4,623,029 |
274 |
||||||||||||||
| Gain on net monetary positions |
22 | (4,876,842 | ) | (11,538,061 | ) | (9,321,480 |
) |
(552 |
) | |||||||||
| Gain on sale of subsidiary |
2, Ac | (132,821,709 | ) | (3,405,014 | ) | — |
— |
|||||||||||
| Loss on deconsolidation of subsidiary |
12b | — | 9,390,641 | — |
— |
|||||||||||||
| Impairment to notes receivable from joint venture |
22 | — | — | 12,184,562 |
721 |
|||||||||||||
| Impairment of joint venture |
22 | — | — | 4,677,782 |
277 |
|||||||||||||
| Working capital changes: |
||||||||||||||||||
| Subscribers, distributors, recoverable taxes, contract assets and other, net |
8,609,836 | (6,803,202 | ) | (19,201,698 |
) |
(1,137 |
) | |||||||||||
| Prepaid expenses |
(872,738 | ) | (2,527,168 | ) | (6,154,082 |
) |
(364 |
) | ||||||||||
| Related parties |
449,655 | 1,884,945 | 758,301 |
45 |
||||||||||||||
| Inventories |
6,083,461 | (1,183,883 | ) | 2,832,978 |
168 |
|||||||||||||
| Other assets |
(9,521,953 | ) | (1,321,813 | ) | (1,564,370 |
) |
(93 |
) | ||||||||||
| Employee benefits |
(27,223,091 | ) | (25,723,517 | ) | (13,090,945 |
) |
(775 |
) | ||||||||||
| Accounts payable and accrued liabilities |
7,447,308 | (10,291,588 | ) | 10,098,156 |
598 |
|||||||||||||
| Employee profit sharing paid |
(1,922,029 | ) | (2,935,880 | ) | (3,316,540 |
) |
(196 |
) | ||||||||||
| Financial instruments and other |
(1,664,465 | ) | (2,353,920 | ) | — |
— |
||||||||||||
| Deferred revenues |
(9,068,794 | ) | 2,430,434 | 3,062,445 |
181 |
|||||||||||||
| Interest received |
2,665,854 | 2,652,195 | 4,882,509 |
289 |
||||||||||||||
| Income taxes paid |
(60,535,903 | ) | (62,015,057 | ) | (49,466,056 |
) |
(2,928 |
) | ||||||||||
| Cash flows from discontinued operating |
5,601,233 | (1,214,025 | ) | — |
— |
|||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net cash flows provided by continuing operating activities |
Ps. | 258,181,638 | Ps. | 225,287,031 | Ps. |
248,092,195 |
US$ |
14,686 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Investing activities |
||||||||||||||||||
| Purchase of property, plant and equipment |
(140,789,643 | ) | (146,192,426 | ) | (131,101,509 |
) |
(7,760 |
) | ||||||||||
| Acquisition of intangibles |
(12,202,142 | ) | (11,661,530 | ) | (25,237,297 |
) |
(1,494 |
) | ||||||||||
| Dividends received |
22 | 2,628,600 | 5,426,370 | 4,590,313 |
272 |
|||||||||||||
| Proceeds from sale of property, plant and equipment |
7,215,177 | 3,795,740 | 7,042,757 |
417 |
||||||||||||||
| Acquisition of business, net of cash acquired |
12 | — | (18,525,639 | ) | — |
— |
||||||||||||
| Contractual earn-out from business combination |
2, Ac | — | 2,298,532 | 3,468,655 |
205 |
|||||||||||||
| Financial instruments |
— | — | (9,420,419 |
) |
(558 |
) | ||||||||||||
| Partial sale of shares of associated company |
199,158 | 6,329 | — |
— |
||||||||||||||
| Investments in associate companies |
— | (1,043,954 | ) | (459,750 |
) |
(27 |
) | |||||||||||
| Proceeds from the sale of businesses |
75,518,886 | 5,791,488 | — |
— |
||||||||||||||
| Acquisition of short-term investments |
(3,361,507 | ) | — | (10,061,353 |
) |
(596 |
) | |||||||||||
| Sale of short-term investments |
— | 9,690,285 | 10,482,150 |
620 |
||||||||||||||
| Acquisition of notes from joint venture |
— | — | (14,292,963 |
) |
(846 |
) | ||||||||||||
| Cash flows from discontinued investing |
(5,729,473 | ) | (1,944,235 | ) | — |
— |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net cash flows used in investing activities |
Ps. | (76,520,944 | ) | Ps. | (152,359,040 | ) | Ps. |
(164,989,416 |
) |
US$ |
(9,767 |
) | ||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Financing activities |
||||||||||||||||||
| Loans obtained |
93,675,127 | 188,414,369 | 249,380,436 |
14,762 |
||||||||||||||
| Repayment of loans |
(152,029,408 | ) | (145,340,377 | ) | (214,735,610 |
) |
(12,711 |
) | ||||||||||
| Payment of liability related to right-of-use |
15 | (30,544,750 | ) | (33,823,287 | ) | (39,498,197 |
) |
(2,338 |
) | |||||||||
| Interest paid |
(23,884,410 | ) | (26,882,181 | ) | (29,031,855 |
) |
(1,719 |
) | ||||||||||
| Repurchase of shares |
(36,745,743 | ) | (26,143,162 | ) | (14,331,361 |
) |
(848 |
) | ||||||||||
| Dividends paid |
(27,829,345 | ) | (29,534,053 | ) | (30,466,636 |
) |
(1,803 |
) | ||||||||||
| Acquisition of non-controlling interests |
12 | (7,720 | ) | (39,596 | ) | (6,263,945 |
) |
(371 |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net cash flows used in financing activities |
Ps. | (177,366,249 | ) | Ps. | (73,348,287 | ) | Ps. |
(84,947,168 |
) |
US$ |
(5,028 |
) | ||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net increase (decrease) in cash and cash equivalents |
Ps. | 4,294,445 | Ps. | (420,296 | ) | Ps. |
(1,844,389 |
) |
US$ |
(110 |
) | |||||||
| Adjustment to cash flows due to exchange rate fluctuations, net |
(1,532,461 | ) | (4,558,646 | ) | (5,258,787 |
) |
(311 |
) | ||||||||||
| Cash and cash equivalents at beginning of the year |
35,917,907 | 38,679,891 | 33,700,949 |
1,995 |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Cash and cash equivalents at end of the year |
Ps. | 38,679,891 | Ps. | 33,700,949 | Ps. |
26,597,773 |
US$ |
1,574 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Non-cash transactions related to: |
||||||||||||||||||
| Acquisitions of property, plant and equipment in accounts payable at year end |
Ps. | 18,385,498 | Ps. | 1,476,834 | Ps. |
6,928,514 |
US$ |
410 |
||||||||||
| Revaluation surplus |
— | — | 1,157,941 |
69 |
||||||||||||||
| Spin-off |
(1,376,353 | ) | — |
— |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Non-cash transactions |
Ps. | 18,385,498 | Ps. | 100,481 | Ps. |
8,086,455 |
US$ |
479 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| (1) | Discontinued operations. |
The accompanying notes are an integral part of these consolidated financial statements.
F-
8
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years ended December 31, 2021, 2022 and 2023
(In thousands of Mexican pesos Ps. and thousands of
U.S. dollars US$, unless otherwise indicated)
Note 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 the laws of Mexico on September 25, 2000. The Company provides its services in 22 countries or territories. These telecommunications services include mobile and fixed-line voice services, wireless and fixed data services, internet access, Pay TV, over the top (OTT) 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 and microwave links. The Company holds licenses in the 22 countries where it has networks, and such licenses have different dates of expiration through 2056.
point-to-point
point-to-multipoint
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, Alcaldía Miguel Hidalgo, 11529, Mexico City, Mexico.
The accompanying consolidated financial statements were approved for their issuance by the Company’s Board of Directors and the Chief Financial Officer on
April 29
, 2024 and subsequent events have been considered through that date. II. Relevant events in 2023
a) On January 16, 2023, the Company announced that, after extensive dialogue with the Telephone Operators Union of the Mexican Republic, a constructive agreement had been reached regarding retirement conditions (pensions) for new personnel hired by Teléfonos de México, S.A.B de C.V. (hereinafter “Telmex”) from January 2023.
F-
9
b) On February 3, 2023 and between the months of March and July 2023, as part of the Company’s reorganization plan approved in early 2021, the Company completed the sale of 1,388 and 3,204 of its telecommunications towers property of its subsidiaries in the Dominican Republic and Peru, respectively, to Sitios Latinoamerica, S.A.B. de C.V. (hereinafter “Sitios Latam”), for a total of 3,704 towers in Peru. The telecommunications towers owned by the Company’s Dominican and Peruvian subsidiaries were sold for an amount of Ps. 2,419,568 and Ps. 3,963,059, respectively.
c) On April 27, 2023, the Company’s shareholders approved a repurchase fund of Ps. 20 billion and the payment of a Ps. 0.46 (forty six peso cents) ordinary dividend per share to be paid in two installments. The Company’s shareholders also agreed to the cancellation of the treasury shares acquired as part of its repurchase program and to modify the sixth article of the Company’s bylaws to reduce share capital proportionally to the cancellation of the shares.
d) On February 6, 2023, the Company entered into a definitive agreement with Österreichische Beteiligungs AG (“OBAG”), with respect to OBAG’s and the Company’s participations in Telekom Austria AG, which became effective on February 6, 2023. The definitive agreement provides a new
10-year
term from February 2, 2023, ensures the Company’s control over Telekom Austria Group and provides the Company with the right to continue to nominate the majority of the Supervisory Board members and to nominate the Chairman and Chief Executive Officer of the Management Board of the Company with decision making vote over all management decisions. As part of the renewal of the definitive agreement, the Company and OBAG agreed to formally execute the spin-off
of the mobile towers in most of the countries in which Telekom Austria AG operates, including Austria. The tower spin-off
was approved by the shareholders of Telekom Austria AG in an extraordinary shareholders’ meeting on August 1, 2023. On September 22, 2023, Telekom Austria AG completed the spin-off
of its telecommunications towers and other related passive infrastructure in Austria, Bulgaria, Croatia, North Macedonia, Serbia and Slovenia and listed the shares of the spun-off
tower company: EuroTeleSites AG, on the Vienna Stock Exchange. As part of the spin-off,
Telekom Austria contributed to EuroTeleSites AG net total assets of €290 million in the form of capital stock, assets and liabilities, mainly consisting of the shares of Telekom Austria’s subsidiary holding telecommunications towers and other associated infrastructure in the countries in which Telekom Austria operates. The Telekom Austria AG shareholders received one EuroTeleSites AG share for every four Telekom Austria AG shares they owned. e) On June 9, 2023, the Company closed a 500 million-euro, five-year bullet loan for EuroTeleSites AG. The loan was provided by a group of six international banks. On July 6, 2023, EuroTeleSites AG launched a 5.25%, 500 million-euro five-year bond. The five-year bullet loan and five-year bond ensured EuroTeleSites AG was fully funded at the time of the
spin-off.
f) On June 26, 2023, the Company launched the inaugural issue of its new global peso notes program, authorized for up to Ps. 130 billion over five years. In its inaugural offering, registered both with the SEC in the U.S.A. and with the National Banking and Securities Commission (for and hereinafter referred to its acronym in Spanish “CNBV”) in Mexico, the Company issued a seven-year, Ps. 17 billion, 9.5% sustainable bond—approximately US$ 1 billion equivalent—maturing in January 2031.
g) On July 24, 2023, the Company acquired, through its subsidiary América Móvil, B.V., shares corresponding to 5.55% of the voting rights in Telekom Austria AG from a private investor. Subsequently, through a series of open market transactions, América Móvil, B.V. acquired an additional 1.85% of the voting rights, as of December 31, 2023 overall ownership in Telekom Austria AG of 58.4% of its total outstanding shares.
h) On December 26, 2023, the Company entered into a transaction agreement with Liberty Latin America Ltd. (“LLA”), its joint venture, Claro Chile, SpA (hereinafter, “ClaroVTR”), and certain affiliates of the Company and LLA. Pursuant to the transaction agreement, the Company and LLA agreed to, collectively in proportion to their respective shareholding percentage interest or individually, provide additional capital required by ClaroVTR through June 30, 2024 in an aggregate amount not to exceed CLP$972.4 billion (Ps. 18,728,611).
F-
10
Note 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).
The consolidated financial statements have been prepared on the historical cost basis, except for the derivative financial instruments (assets and liabilities), the passive infrastructure of mobile telecommunications towers, the trust assets of post-employment and other employee benefit plans; debt instruments and investments in equity at fair value through other comprehensive income (OCI), which are presented at their market value.
Effective July 1, 2018, the Argentine economy has been considered to be hyperinflationary in accordance with the criteria in IAS 29 “Financial Reporting in Hyperinflationary Economies” (“IAS 29”). Accordingly, for the Argentine 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, revenue 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 accounting policies applied in the preparation of the consolidated financial statements for the year ended December 31, 2023 are consistent with those used in the preparation of the Company´s consolidated annual financial statements for the years ended December 31, 2022 and 2021, 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, 2023:
Definition of Accounting Estimates—Amendments to IAS 8
The amendments to IAS 8 clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates.
The amendments had no impact on the Company’s consolidated financial statements.
Disclosure of Accounting Policies—Amendments to IAS 1 and IFRS Practice Statement 2
The amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements provide guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.
The amendments had no impact on the Company’s consolidated financial statements.
F-
11
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
The amendments to IAS 12 narrow the scope of the initial recognition exception, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases and decommissioning liabilities.
Income Tax
The amendments had no impact on the Company’s consolidated financial statements.
International Tax Reform—Pillar Two Model Rules – Amendments to IAS 12
The amendments to IAS 12 have been introduced in response to the Organisation for Economic
Co-operation
and Development’s – OECD Base erosion and profit shifting’s – BEPS Pillar Two rules and include: | • | A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and |
| • | Disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date. |
The mandatory temporary exception – the use of which is required to be disclosed – applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 January 2023, but not for any interim periods ending on or before December 31, 2023.
Management applied th
e mand
atory temporary exception and will continue to analyze future impacts. The amendments had no impact on the Company’s consolidated financial statements. 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 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.
line-by-line
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.
F-1
2
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. 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.
Joint venture:
A joint venture is an arrangement in which the Company has joint control, whereby the Company has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in the joint venture are accounted for using the equity method. Pursuant to such method, the joint venture is initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Company’s share of the profit or loss and OCI of equity-accounted investees, until the date on which significant influence or joint control ceases.
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 and joint venture 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.
F-1
3
The equity interest in the most significant subsidiaries is as follows:
Country |
Equity interest at December 31 |
|||||||||||
| 2022 | 2023 |
|||||||||||
| 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 |
% | |||||||
| Claro S.A. b) |
Brazil | 99.6 | % | 99.6 |
% | |||||||
| NII Brazil Holding S.A.R.L c) |
Luxembourg | 100.0 | % | — |
||||||||
| AMX International Mobile S.A. de C.V. c) |
Mexico | — | 100.0 |
% | ||||||||
| Claro NXT Telecomunicações, S.A. b) |
Brazil | 100.0 | % | 100.0 |
% | |||||||
| Telecomunicaciones de Guatemala, S.A. (“Telgua”) b) |
Guatemala | 99.3 | % | 99.3 |
% | |||||||
| Claro Guatemala, S.A. b) |
Guatemala | 100.0 | % | 100.0 |
% | |||||||
| 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 |
% | |||||||
| 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 |
% | |||||||
| América Móvil Perú, S.A.C b) |
Peru | 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 | % | 58.4 |
% | |||||||
| EuroTeleSites AG and subsidiaries d) |
Austria | — | 57.0 |
% | ||||||||
| Joint venture: |
||||||||||||
| Claro Chile, SpA |
Chile | 50.0 | % | 50.0 |
% | |||||||
| a) | Holding companies. |
| b) | Operating companies of mobile and fixed services. |
| c) | On January 2023, this entity merged with AMX International Mobile, S.A. de C.V. |
| d) | Company spun-off from Telekom Austria AG on September 22, 2023. |
iii) Basis of translation of financial statements of foreign subsidiaries and associated companies
The operating revenues of foreign subsidiaries represent approximately 63%, 63% and 60% of consolidated operating revenues for the years ended December 31, 2021, 2022 and 2023, respectively, and their total assets represent approximately 64% and 65% of consolidated total assets at December 31, 2022 and 2023, respectively.
The financial statements of foreign subsidiaries have been prepared under or converted 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; |
F-1
4
| • | 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 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 difference resulting from the translation process is recognized in equity in the caption “Effect of translation of foreign entities”. At December 31, 2022 and 2023, the cumulative translation adjustment was Ps. (128,299,347) and Ps. (164,975,378), respectively.
The basis of translation for the operations of the subsidiaries in Argentina are described below:
In 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 exceeded 100% in 2018, which is one of the quantitative references established by IAS 29. As a result, Argentina was considered a hyperinflationary economy in 2018 and the Company applies hyperinflation 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 cumulative impact was measured as of January 1, 2018.
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 at December 31, 2023 is 3,576.400, while on an annual inflation for 2023 is 211.41%.
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” |
| • | All items in the financial statements of the Argentine company are translated at the closing exchange rate, which at December 31, 2022 and 2023 were 0.1096 and 0.0209, respectively, per Argentine peso per Mexican peso. |
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 (“OTT”) services.
over-the-top
F-1
5
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.
“
Revenues from contracts with customers
”
The Company with respect to 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 based on their relative standalone selling price of each individual component related to the total bundled price.
The services provided by the Company 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.
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 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.
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 receive the device which is when the control is 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.
e) Commissions to distributors
The Company pays commissions to its network of distributors primarily to acquire and retain customers for the Company. Such commissions are recognized in 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.
“commercial, administrative and general expenses”
F-1
6
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. As restricted cash the Company includes the judicial deposits that are presented as part of “Other assets, net” within
non-current
assets’ portion given that the restrictions are long-term in nature. See Note 9. g) Equity investments at fair value through OCI and other short/long-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, and other short-term investment.
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, “”, consists in general terms as follows:
Business acquisitions
| (i) | Identify the acquirer; |
| (ii) | Determine the acquisition date; |
| (iii) | Value the acquired identifiable assets and assumed liabilities; and |
| (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.
For the years ended December 31, 2021, 2022 and 2023, no impairment losses were recognized for goodwill.
j) Property, plant and equipment
i) Property, plant and equipment are recorded at acquisition cost, net of accumulated depreciation; except for the passive infrastructure of telecommunications towers, which are recognized under the revaluation model.
F-1
7
Depreciation is computed on the cost of 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 a substantial period of time are capitalized as part of the cost of the asset. During the years ended December 31, 2021, 2022 and 2023, borrowing costs that were capitalized amounted to Ps. 1,527,259, Ps. 1,514,654 and Ps. 1,442,077, 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 16c.
The passive infrastructure of telecommunications towers is recorded at revalued value, which is its fair value at the time of revaluation less accumulated depreciation; if there is any loss or impairment, it must also be considered within its value. The revaluations will be calculated with sufficient regularity to ensure that the book value, every time, does not differ significantly from that which could be determined using the fair value at the end of the reporting period.
The increase resulting from a revaluation is recorded in other comprehensive income (OCI) and is accumulated in equity as a revaluation surplus. To the extent that there is a decrease in revaluation, it will be recognized in profit or loss, except to the extent that it compensates for an existing surplus on the same asset.
An annual transfer of the asset revaluation surplus and accumulated earnings is made to the extent that the asset is used, therefore, the surplus is equal to the difference between the depreciation calculated on the revalued value and the one calculated according to its original cost. These transfers do not record in the results for the period. A total transfer of the surplus may be made when the entity disposes of the asset.
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, that 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 annually 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.
F-1
8
During the years ended December 31, 2021, 2022 and 2023, no impairment losses were recognized.
v) Spare parts for network operation are recognized at cost.
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.
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. Other 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 acquired are measured on initial recognition at cost. The cost of trademarks acquired in a business combination is their fair value at the date of acquisition. 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. 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.
F-1
9
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 over a
5-year
period. During the years ended December 31, 2021, 2022 and 2023, no significant 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, goodwill and intangible assets according to IAS 36 “”. 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
Impairment of assets
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, 2023. 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 fixed and mobile) 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; |
F-
20
| • | Economic environment of each country; |
| • | Expenses for maintaining the current assets; |
| • | Investments in technology for expanding the current assets; and |
| • | 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.
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. |
| • | Post-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 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. These discount rates do not include inflation.
Impairment of assets
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.
F-
21
The most significant forward-looking estimates used for the 2022 and 2023 impairment evaluations are shown below:
Average margin on EBIDTA |
Average margin on CAPEX |
Average pre-tax discount rate (WACC) |
||||||||||
| 2022: |
||||||||||||
| Europe (7 countries) |
32.70% - 47.31% | 7.7% - 21.1% | 5.47% - 24.11% | |||||||||
| Brazil (fixed line, wireless and TV) |
41.90% | 19.62% | 9.30% | |||||||||
| Puerto Rico |
26.98% | 8.91% | 6.14% | |||||||||
| Dominican Republic |
53.93% | 13.82% | 11.13% | |||||||||
| Mexico (fixed line and wireless) |
36.19% | 18.61% | 8.60% | |||||||||
| Ecuador |
47.14% | 18.42% | 20.13% | |||||||||
| Peru |
36.53% | 21.05% | 10.39% | |||||||||
| El Salvador |
45.18% | 17.59% | 22.37% | |||||||||
| Colombia |
42.25% | 27.41% | 13.70% | |||||||||
| Other countries |
32.92% - 49.54% | 9.63% - 25.97% | 9.16% - 29.94% | |||||||||
| 2023: |
||||||||||||
| Europe (7 countries) |
26.81% - 43.90% |
4.46% - 16.89% |
6.08% - 29.15% |
|||||||||
| Brazil (fixed line, wireless and TV) |
43.07% |
14.37% |
10.45% |
|||||||||
| Puerto Rico |
23.92% |
10.46% |
6.31% |
|||||||||
| Dominican Republic |
52.34% |
13.78% |
11.95% |
|||||||||
| Mexico (fixed line and wireless) |
36.10% |
10.66% |
9.37% |
|||||||||
| Ecuador |
50.81% |
18.49% |
21.77% |
|||||||||
| Peru |
41.80% |
7.11% |
9.13% |
|||||||||
| El Salvador |
46.27% |
9.26% |
20.15% |
|||||||||
| Colombia |
43.39% |
20.78% |
10.15% |
|||||||||
| Other countries |
28.06% - 51.46% |
11.68% - 27.15% |
10.29% - 22.79% |
|||||||||
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 one of its CGUs with potential impairment of approximately Ps. 1,208,795.
WACC- Additionally, should the Company increase by 50 base points in WACC per CGU and maintain all other assumptions the same. The sensitivity analysis would require the Company to adjust the amount of its long-lived assets in one of its CGUs with potential impairment of approximately Ps. 1,235,848.
m
Right-of-use
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of assets representing the right to use the underlying assets.
low-value
assets. The Company recognizes lease liabilities to make lease payments and right-of-use
| i) | Right-of-use |
The Company recognizes assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or
right-of-use
Right-of-use
right-of-use
F-2
2
before the commencement date less any lease incentives received. assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
Right-of-use
| Assets |
Useful life | |
| Towers and sites |
2 to 24 years | |
| Property |
2 to 24 years | |
| Other equipment |
2 to 20 years |
The assets are also subject to impairment test.
right-of-use
| ii) | Lease liabilities. |
At the commencement date of the lease, the Company recognizes the lease liabilities measured at the present value of the lease payments to be made over the lease term. Lease payments include fixed payments (including
in-substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or rate, and amounts expected to be paid under residual value guarantees. The lease payments also include payments of penalties for early termination of the lease, if the term of the lease reflects that the Company exercises the option to terminate early. The variable lease payments that do not depend on an index or a rate are recognized as an expense in the period on which the event or condition that triggers the payment occurs. In calculating the present value of the lease payments, the Company uses an incremental borrowing rate at the lease commencement date, if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of the lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the
in-substance
fixed payments or change in the assessment to purchase the underlying asset. | iii) | Short-term leases and leases of low value assets. |
The Company applies the short-term lease recognition exemption for its leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the recognition exemption lease of
low-value
assets (that is, below US$ 5,000). Short-term lease payments and leases of low-value
assets are recognized as expenses on straight-line basis over the lease term. 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.
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); |
F-2
3
| • | 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); and |
| • | 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 equivalents 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 , and are not held for trading. The classification is determined on an instrument by instrument basis. More details of these investments are disclosed in Note 4 to the accompanying consolidated financial statements.
Financial Instruments: Presentation
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the consolidated statements of comprehensive income 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.
F-2
4
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 continued 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). For some trade receivables and contract assets , 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 that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
based on available information
loss rate approach
F-2
5
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 include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
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, 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 consolidated statements of comprehensive income.
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.
F-2
6
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 |
2021 | 2022 | 2023 |
2022 | 2023 |
||||||||||||||||
| Argentina (1) |
Argentine Peso (AR$) | 0.2137 | 0.1586 | 0.0680 |
0.1096 | 0.0209 |
||||||||||||||||
| Brazil | Real (R$) | 3.7625 | 3.9045 | 3.5545 |
3.7209 | 3.4895 |
||||||||||||||||
| Colombia | Colombian Peso (COP$) | 0.0054 | 0.0048 | 0.0041 |
0.0040 | 0.0044 |
||||||||||||||||
| Guatemala | Quetzal | 2.6212 | 2.5981 | 2.2675 |
2.4725 | 2.1584 |
||||||||||||||||
| U.S.A. (2) |
US Dollar | 20.2769 | 20.1283 | 17.7617 |
19.4143 | 16.8935 |
||||||||||||||||
| Uruguay | Uruguay Peso | 0.4655 | 0.4893 | 0.4574 |
0.4845 | 0.4329 |
||||||||||||||||
| Nicaragua | Cordoba | 0.5765 | 0.5611 | 0.4875 |
0.5359 | 0.4613 |
||||||||||||||||
| Honduras | Lempira | 0.8384 | 0.8171 | 0.7184 |
0.7853 | 0.6819 |
||||||||||||||||
| Chile | Chilean Peso (CLP$) | 0.0268 | 0.0232 | 0.0212 |
0.0226 | 0.0193 |
||||||||||||||||
| Paraguay | Guaraní | 0.0030 | 0.0029 | 0.0024 |
0.0026 | 0.0023 |
||||||||||||||||
| Peru | Sol (PEN$) | 5.2297 | 5.2454 | 4.7394 |
5.0823 | 4.5498 |
||||||||||||||||
| Dominican Republic | Dominican Peso | 0.3540 | 0.3647 | 0.3163 |
0.3436 | 0.2893 |
||||||||||||||||
| Costa Rica | Colon | 0.0325 | 0.0310 | 0.0324 |
0.0323 | 0.0321 |
||||||||||||||||
| European Union | Euro | 23.9835 | 21.2285 | 19.2047 |
20.7830 | 18.6487 |
||||||||||||||||
| Bulgaria | Lev | 12.2617 | 10.8523 | 9.8189 |
10.6188 | 9.5336 |
||||||||||||||||
| Belarus | New Belarusian Ruble | 7.9932 | 7.3993 | 6.4630 |
7.0644 | 6.1471 |
||||||||||||||||
| Croatia | Croatian Kuna | 3.1852 | 2.8173 | 2.5487 |
2.7584 | 2.4751 |
||||||||||||||||
| Macedonia | Macedonian Denar | 0.3893 | 0.3445 | 0.3119 |
0.3378 | 0.3038 |
||||||||||||||||
| Serbia | Serbian Denar | 0.2040 | 0.1807 | 0.1638 |
0.1772 | 0.1593 |
||||||||||||||||
| (1) | Year-end rates are used for the translation of revenues and expenses if IAS 29 “Financial Reporting in Hyperinflationary Economies” |
| (2) | Includes Ecuador, El Salvador and Puerto Rico. |
In December 2023, a new Argentine administration took office and called for new economic framework calling for liberalization of economic policy. This caused a major devaluation of the country’s currency, with the Argentine peso losing nearly 60% of its value the U.S. dollar in December alone.
vis-á-vis
In addition, as of December 31, 2023, the Argentinean peso suffered a devaluation of its currency of 80.9% against the Mexican peso, therefore, this matter is considered within the consolidated foreign currency exchange figure as of the date of the consolidated statement of comprehensive income.
year-to-date
F-2
7
Financial reporting in hyperinflationary economies
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. As of April 29, 2
024, the exchange rate between the U.S. dollar and the Mexican peso was Ps. 17.155200. The depreciation of the Mexican peso against the US dollar represents 1.55% with respect to the year-end value.
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.
q) Employee benefits
The Company has defined benefit pension plans for its subsidiaries Puerto Rico Telephone Company, Telmex, Claro S.A., and Telekom Austria. Claro S.A. 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, 2023.
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-2
8
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 year 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 S.A. 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 18.
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-2
9
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 “Remeasurement of defined benefit plan” 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 (“EPS”)
EPS 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.
The amendment to the Federal Labor Law in Mexico dated April 23, 2021 established a limit on the amount to be paid for profit sharing to employees, which indicates that the amount of EPS assigned to each employee may not exceed the equivalent of three months of the employee’s current salary, or the average EPS received by the employee in the previous three years, whichever is greater. If the EPS determined is less than or equal to this limit, the EPS will be determined by applying 10% of the individual company taxable income. If the EPS determined exceeds this limit, the limit would apply and this should be considered the EPS for the period.
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 statement 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
F-
30
part of its deferred tax assets. Unrecognized deferred tax assets are revalued at each financial statement 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 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, 2022 and 2023, 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.
Uncertainty over Income Tax Treatments
The acceptability of a particular tax treatment under tax law may not be known until the tax authority or courts of justice reach a decision in the future. Consequently, a dispute or inspection of a specific tax treatment by the tax authority could affect the accounting of the asset or liability for current or deferred taxes by the Company.
In accordance with IFRIC 23 , the Company determines each uncertain tax treatment based on the approach that best predicts the resolution of the uncertainty.
Uncertainty over Income Tax Treatments
To determine the approach that best predicts the resolution of the uncertainty, the Company may consider, for example:
(a) How does the Company prepare their income tax return and support such tax treatments and how it sustains the tax treatments.
(b) How does the Company expect that the tax authority
carry-out
its inspection and resolve the issues that arise from the aforementioned inspection. The Company must disclose in the notes to the consolidated financial statements what is mentioned below:
1) The Company must determine whether the uncertain tax treatments will be evaluated separately or as a whole;
F-
31
2) The Company will assume that the authority will examine the tax situation and will be aware of considering all information relevant to said treatment;
3) If it is concluded that it is unlikely that the authority will accept an uncertain fiscal position, the effect of the uncertainty will be reflected when determining its accounting fiscal position, estimating the effect based on the following methods:
a) Most probable quantity – is the only quantity in a range of possible outcomes that can be predicted by the resolution of the uncertainty; either,
b) Expected value – is the value resulting from the sum of the different amounts weighted by their probability of occurrence, in a range of possible results. The expected value is the one that can best predict the resolution of the uncertainty, if there is a range of possible outcomes.
4) If the uncertain tax treatment affects the tax base for tax (caused) and deferred tax, the Company must make consistent judgments and estimates in the determination of both taxes; and
5) The Company must reassess a judgment or estimate of an uncertain tax treatment and its effects, if the facts and circumstances on which they were initially based change, or if new information arises that affects the judgment or estimate. ´
The effects should be recognized as a change in an accounting estimate based on the provision of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
t) Advertising
Advertising expenses are recognized as incurred. For the years ended December 31, 2021, 2022 and 2023, advertising expenses were Ps. 11,118,723, Ps. 12,676,350 and Ps. 11,781,250 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 17.
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
F-3
2
US 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, 2022 and 2023.
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 analysis 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, 2023 and 2022 increase/decrease by 100 basis points and a 5.68% and 6.33%, respectively, fluctuation in exchange rates between the Mexican Peso and US Dollar, the net interest expense would increase by Ps.8,046,987 and Ps. 1,828,215, respectively; and (decrease) by Ps. (4,941,344) and Ps. (11,128,215), respectively.
Exchange rate fluctuations
If the Company’s debt at December 31, 2023 and 2022 of Ps. 500,677,051 and Ps. 510,589,480, respectively, were to be impacted by a 5% increase/(decrease) in exchange rates, the debt would increase/(decrease) by Ps. 525,710,904 and Ps. 536,118,954, respectively; or Ps. (475,643,199) and Ps. (485,060,006), 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
F-3
3
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”.
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 attempt to offset the risk of exchange rate and interest rate fluctuations. Additionally, for the years ended December 31, 2021, 2022 and 2023 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 “Unrealized (loss) gain on equity investment at fair value”, 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 income 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.
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-3
4
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 23.
None of the segment’s records revenue from transactions with a single external customer amounting to 10% or more of the revenues.
Aa) Convenience translation
The consolidated financial statements are stated in thousands of Mexican pesos (“Ps.”); however, solely for the convenience of the readers, the consolidated statement of financial position as of December 31, 2023 and the consolidated statement of comprehensive income and consolidated statement of cash flows for the year ended December 31, 2023 were converted into U.S. dollars at the exchange rate of Ps. 16.8935 per U.S. dollar, which was the exchange rate at that date. This arithmetic conversion should not be construed as representations that the amounts expressed in Mexican pesos may be converted into U.S. dollars at that 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 property, plant 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 Note 10.
Revaluation of passive infrastructure of telecommunications towers
The Company recognizes the passive infrastructure of the telecommunication towers at fair value, recognizing the changes in OCI. The discounted cash flow model was used. The Company hired a valuation specialist with industry experience to measure fair values as of December 31, 2023.
Impairment of Long-Lived Assets
The Company has large amounts of long-lived assets, including property, plant and equipment, intangible assets, and goodwill on its consolidated statements of financial position. The Company is required to test long-lived
F-3
5
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 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 23, 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 estimation of actual current tax exposure and the assessment of temporary differences resulting from the differing treatment of certain items, such as provisions 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.
jurisdiction-by-jurisdiction
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.
Provisions
Provisions 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 consolidated financial statements, including the opinion of external experts, such as legal advisors or consultants. Provisions are adjusted to account for changes in circumstances for ongoing matters and the establishment of additional provisions for new matters.
If the Company is unable to reliably measure the obligation, no provision 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 16.
The Company is subject to various claims and contingencies related to tax, labor and legal proceedings as described in Note 17b).
F-3
6
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 18. These estimates are determined based on actuarial studies performed by independent experts using the projected unit-credit method.
Ac) Discontinued operations
a) Joint Venture
On October 6, 2022, LLA and the Company announced that they completed the transaction to combine their operations in Chile (VTR and Claro Chile, respectively) in order to create a 50:50 joint venture known as ClaroVTR.
In accordance with IFRS 11, this transaction was classified as a joint venture, since both LLA and the Company exercise joint control over ClaroVTR, and all relevant decisions require the consent of both parties. Consequently, in accordance with IFRS 5, Claro Chile’s operations are classified as discontinued operations for all the years that are presented in the consolidated financial information and from that date they are recognized by applying the equity method. See Note 12b.
The results of discontinued operations are as follows:
| For the years ended as of December 31,2021 |
For the period ended as of October 6, 2022 |
|||||||
| Operating revenue: |
||||||||
| Service revenues |
Ps. | 17,276,464 | Ps. | 10,500,087 | ||||
| Sales of equipment |
4,508,925 | 2,626,823 | ||||||
| |
|
|
|
|||||
| 21,785,389 | 13,126,910 | |||||||
| Total costs and expenses |
22,892,415 | 14,954,526 | ||||||
| |
|
|
|
|||||
| Operating loss |
(1,107,026 | ) | (1,827,616 | ) | ||||
| Financial costs |
(533,899 | ) | (685,129 | ) | ||||
| |
|
|
|
|||||
| Loss before income taxes of discontinued operations |
(1,640,925 | ) | (2,512,745 | ) | ||||
| Income taxes: |
(4,578,004 | ) | (1,805,500 | ) | ||||
| |
|
|
|
|||||
| Net profit (loss) of the period from discontinued operations |
Ps. | 2,937,079 | Ps. | (707,245 | ) | |||
| |
|
|
|
|||||
The effect of the deconsolidation of Claro Chile, S.A. as of October 6, 2022, resulted in the recognition of a loss after tax from discontinued operations of Ps. 707,245, including a recycling income of accumulated foreign currency translation effect for an amount of Ps. 6,943,753. Therefore, Claro Chile is deconsolidated from the aforementioned date and no impairment loss was identified.
| b) | Claro Panama Disposal |
On September 15, 2021, the Company announced that it had entered into an agreement with Cable & Wireless Panama, S.A., an affiliate of Liberty Latin America to sell its 100% interest in its subsidiary Claro Panama. The
F-3
7
transaction excludes the telecommunications towers that are owned indirectly by the Company in Panama and the Claro trademarks. The agreed purchase price was US$200 million, adjusted for net debt (cash/debt free basis). The closing of the transaction would be subject to customary conditions for this type of transaction, including obtaining regulatory authorizations. On July 1, 2022, the Company announced that it had completed the sale to Liberty Latin America of its 100% interest in Claro Panama.
The Company received an adjusted closing consideration of US$ 116.7 million in cash, resulting in a net gain of Ps. 3,405,014, including a recycling loss of accumulated foreign currency translation effect for an amount of Ps. 1,750,451. This gain has been recognized in profit after tax for the period from discontinued operations in the consolidated statement of comprehensive income. Therefore, Claro Panama is deconsolidated from the aforementioned date and no impairment loss was identified.
In accordance with IFRS 5
Non-current
Assets Held For Sale and Discontinued Operations, Claro Panama was classified as discontinued operation for all the years presented in these consolidated financial statements; consequently, the results are presented in the loss after tax for the period from discontinued operations in the consolidated statements of comprehensive income. Therefore, the comparative figures in the consolidated statements of comprehensive income have been restated in consequence at that time. The deconsolidated assets and liabilities of Claro Panama as of the date of disposal were the following:
As of July 1, |
||||
2022 |
||||
| Current assets: |
||||
| Cash |
Ps. |
24,202 |
||
| Account receivable to subscribers, distributors and others Net |
666,114 |
|||
| Inventories, net |
169,851 |
|||
| Other assets, net |
4,457 |
|||
| |
|
|||
| Total current assets |
864,624 |
|||
| Non-current assets: |
||||
| Property, plant and equipment |
1,102,062 |
|||
| Intangibles, net |
1,810,964 |
|||
| Account receivables to subscribers, distributors and others, Net |
42,368 |
|||
| Other assets, net |
12,291 |
|||
| Right-of-use |
975,019 |
|||
| |
|
|||
| Total assets |
Ps. |
4,807,328 |
||
| |
|
|||
| Short term liability related to right-of-use |
Ps. |
198,289 |
||
| Accounts payable |
576,522 |
|||
| Payable taxes |
24,981 |
|||
| Related parties |
1,159 |
|||
| Deferred income |
126,904 |
|||
| Long term liability related to right-of-use |
Ps. |
855,969 |
||
| Deferred income |
129,062 |
|||
| |
|
|||
| Total liabilities |
1,912,886 |
|||
| |
|
|||
| Net assets directly related to the Group’s disposal |
Ps. |
2,894,442 |
||
| |
|
|||
F-3
8
The results of discontinued operations for the year are shown below:
| For the year ended December 31, | July 1 st . |
|||||||
| 2021 | 2022 | |||||||
| Operating revenue: |
||||||||
| Revenue services |
Ps. 2,667,497 | Ps. 1,210,109 | ||||||
| Sales of equipment |
394,534 | 206,595 | ||||||
| |
|
|
|
|||||
| 3,062,031 | 1,416,704 | |||||||
| Total costs and expenses |
3,378,614 | 1,403,311 | ||||||
| |
|
|
|
|||||
| Operating (loss) profit |
(316,583 | ) | 13,393 | |||||
| Financial costs |
(89,974 | ) | (39,538 | ) | ||||
| Gain on sale of discontinued operations |
— | 3,405,014 | ||||||
| (Loss) profit before income taxes from discontinued operations |
(406,557 | ) | 3,378,869 | |||||
| Income taxes: |
5,297 | — | ||||||
| |
|
|
|
|||||
| Net (loss) profit of the period of discontinued operations |
Ps. (411,854 | ) | Ps. 3,378,869 | |||||
| |
|
|
|
|||||
| c) | TracFone Disposal |
On September 14, 2021, the Company, announced that it had entered into an agreement with Verizon Communications Inc. (“Verizon”) to sell its 100% interest in its subsidiary TracFone Wireless, Inc. (“TracFone”), the largest mobile virtual prepaid service operator in the United States, serving 21 million subscribers. On November 23, 2021, the Company announced that it had completed the sale of its 100% interest in TracFone to Verizon.
AMX received a closing consideration of US$3,625.7 million in cash, which includes US$500.7 million related to TracFone’s closing cash and working capital, customary adjustment and other adjustments, and 57,596,544 shares of Verizon stock valued at approximately US$2,968 million. Verizon has asserted post-closing claims under the adjustments and other provisions of this agreement, which may result in payments by the Company. Following the transaction closing, Verizon shall pay to AMX: (i) up to US$500 million as an
earn-out
if TracFone continues to achieve certain performance measures during the 24 months following the closing, calculated and paid in four consecutive six-month
periods, and (ii) US$150 million deferred consideration payable within two years following the transaction closing. The earn-out
was not recognized as gain by the Company, in accordance with IFRS 9 and 13 and IAS 37, since management does not believe the realization of income and the inflow of economic benefits are virtually certain. TracFone was deconsolidated from that date resulting in a net gain of Ps. 106,527,287 including the recycling of foreign currency exchange losses accumulated in equity. This gain has been recognized under profit after tax from discontinued operations in the consolidated statements of comprehensive income. Furthermore, no impairment loss was identified. Moreover, TracFone had identifiable operations and cash flows and represented a separate geographical area. Therefore, in accordance with IFRS 5, TracFone was classified as discontinued operations for all years presented in these consolidated financial statements; results are accordingly presented in the profit after tax from discontinued operations in the consolidated statements of comprehensive income. The consolidated statements of comprehensive income comparative figures have therefore been restated accordingly, at that time.
All other notes to the consolidated financial statements include amounts for continuing operations, unless indicated otherwise.
F-3
9
Additionally, TracFone represented the U.S.A. segment until November 23, 2021. With TracFone being classified as discontinued operations, the U.S.A. segment is no longer presented in the segment note. The results of TracFone for the year are presented below:
For the years ended December 31 |
||||
| 2021 | ||||
| Operating revenues: |
||||
| Service revenues |
Ps.130,091,540 | |||
| Sales of equipment |
22,160,481 | |||
| |
|
|||
| 152,252,021 | ||||
| Total costs and expenses |
134,495,316 | |||
| |
|
|||
| Operating income |
17,756,705 | |||
| |
|
|||
| Financial cost |
(1,733 | ) | ||
| Gain on disposal of discontinued operations |
132,821,709 | |||
| |
|
|||
| Profit before income tax discontinued operations |
150,576,681 | |||
| |
|
|||
| Tax expense: |
||||
| Related to pre-tax profit from the ordinary activities for the period |
2,571,541 | |||
| Related to gain on disposal from discontinued operations |
26,294,422 | |||
| |
|
|||
| Net profit for the year from discontinued operations |
Ps.121,710,718 | |||
| |
|
|||
The assets and liabilities deconsolidated on the date of the disposal were as follows:
F-
40
Note 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.
Note 4. Equity and debt investments at fair value through OCI and other short/long-term investments
As of December 31, 2022 and 2023, equity investments at fair value through OCI and other short-term investments includes an equity investment in Koninklijke KPN N.V (hereinafter, KPN) for Ps. 44,371,166 and Ps. 33,549,372, respectively, other short-term investments for Ps. 3,523,883 in 2023, and an equity investment in Verizon for Ps. 44,056,945 and Ps. 36,682,372, respectively.
The investments in KPN, Verizon and others, are carried at fair value with changes in fair value being recognized through other comprehensive income. As of December 31, 2022 and 2023, the Company has recognized in equity changes in fair value of Ps. (4,707,276) and Ps. (967,609) respectively, net of deferred taxes.
As of December 31, 2022 and 2023, the Company has recognized an income related to the
earn-out
stipulated in the Verizon’s contract, of Ps. 4,271,250 and Ps. 2,206,671, 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. During the years ended December 31, 2021, 2022 and 2023, the Company recognized dividend income from KPN for an amount of Ps. 2,628,600, Ps. 2,459,637 and Ps. 1,867,184, respectively, also for Verizon for an amount of Ps. 3,696,356 and Ps. 2,684,643 in 2022 and 2023, 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.
As of December 31, 2022 and 2023 long-term debt instruments at fair value through OCI for Ps. 6,981,149 and Ps. 14,914,412, respectively.
Note 5. Accounts receivable from subscribers, distributors, recoverable taxes contractual assets and other, net
a)
At December 31, |
||||||||
| 2022 | 2023 |
|||||||
| Subscribers and distributors |
Ps.154,659,093 | Ps.156,569,986 |
||||||
| Telecommunications carriers for network interconnection and other services |
3,519,170 | 2,960,653 |
||||||
| Recoverable taxes |
46,947,187 | 57,501,535 |
||||||
| Sundry debtors |
16,528,588 | 12,302,877 |
||||||
| Contract assets |
28,573,717 | 25,062,219 |
||||||
| Allowance of expected credit losses |
(42,079,056 | ) | (38,194,997 |
) | ||||
| |
|
|
|
|||||
| Total net |
Ps.208,148,699 | Ps.216,202,273 |
||||||
| Non-current subscribers, distributors and contractual assets |
8,724,497 | 9,400,123 |
||||||
| |
|
|
|
|||||
| Total current subscribers, distributors and contractual assets |
Ps.199,424,202 | Ps.206,802,150 |
||||||
| |
|
|
|
|||||
F-
41
b) Changes in the allowance of the expected credit losses is as follows:
| (1) | Discontinued operations |
| i) | Includes discontinued operation of Panama and Chile in joint venture. See note 2Ac. |
| ii) | This figure is related to the spin-off of Telekom Austria AG. |
c) The following table shows the aging of accounts receivable at December 31, 2022 and 2023, 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, 2022 |
Ps.154,659,093 | Ps.66,839,514 | Ps.31,726,606 | Ps.4,099,261 | Ps.2,574,082 | Ps.49,419,630 | ||||||||||||||||||
| December 31, 2023 |
Ps.156,569,986 |
Ps.94,822,572 |
Ps.15,595,155 |
Ps.4,533,856 |
Ps.2,543,476 |
Ps.39,074,927 |
||||||||||||||||||
d) The following table shows the accounts receivable from subscribers and distributors included in the allowance for expected credit losses of trade receivables, as of December 31, 2022 and 2023:
Total |
1-90 days |
Greater than 90 days | ||||
| December 31, 2022 |
Ps.42,079,056 | Ps.4,207,906 | Ps.37,871,150 | |||
| December 31, 2023 |
Ps.38,194,997 |
Ps.2,989,388 |
Ps.35,205,609 |
e) An analysis of contract assets and liabilities at December 31, 2022 and 2023 is as follows:
| 2022 | 2023 |
|||||||
| Contract Assets: |
||||||||
| Balance at the beginning of the year |
Ps. | 30,901,277 | Ps. |
28,573,717 |
||||
| Additions |
28,262,872 | 24,666,211 |
||||||
| Business combination |
404,489 | — |
||||||
| Disposals |
(5,238,752 | ) | (4,672,331 |
) | ||||
| Amortization |
(22,926,487 | ) | (19,998,178 |
) | ||||
| Translation effect |
(2,829,682 | ) | (3,507,200 |
) | ||||
| |
|
|
|
|||||
| Balance at the end of the year |
Ps. | 28,573,717 | Ps. |
25,062,219 |
||||
| Non-current contract assets |
Ps. | 880,860 | Ps. |
1,149,202 |
||||
| |
|
|
|
|||||
| Current portion contracts assets |
Ps. | 27,692,857 | Ps. |
23,913,017 |
||||
| |
|
|
|
|||||
F-4
2
Note 6. Related Parties
a) The following is an analysis of the balances with related parties as of December 31, 2022 and 2023. 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.
| 2022 | 2023 |
|||||||
| Accounts receivable: |
||||||||
| Sears Roebuck de México, S.A. de C.V. and Subsidiaries |
Ps. | 260,584 | Ps. |
189,724 |
||||
| Sitios Latinoamérica, S.A.B. de C.V. |
1,460,897 | 216,378 |
||||||
| Sanborns Hermanos, S.A. |
124,157 | 164,650 |
||||||
| Patrimonial Inbursa, S.A. |
166,366 | 206,127 |
||||||
| Grupo Condumex, S.A. de C.V. and Subsidiaries |
31,857 | 17,484 |
||||||
| Telesites, S.A.B. de C.V. and Subsidiaries |
80,677 | 63,128 |
||||||
| Claroshop.com, S.A.P.I de C.V. |
31,559 | 46,459 |
||||||
| Other |
131,116 | 167,570 |
||||||
| |
|
|
|
|||||
| Total |
Ps. | 2,287,213 | Ps. |
1,071,520 |
||||
| |
|
|
|
|||||
| Accounts payable: |
||||||||
| Carso Infraestructura y Construcción, S.A. de C.V. and Subsidiaries |
Ps. | 2,836,689 | Ps. |
3,256,535 |
||||
| Grupo Condumex, S.A. de C.V. and Subsidiaries |
2,036,371 | 548,076 |
||||||
| Sitios Latinoamérica, S.A.B. de C.V. |
960,244 | 1,031,925 |
||||||
| Fianzas Guardiana Inbursa, S.A. de C.V. |
437,428 | 439,437 |
||||||
| Claroshop.com, S.A.P.I de C.V. |
216,774 | 122,940 |
||||||
| Grupo Financiero Inbursa, S.A.B. de C.V. |
102,127 | 180,718 |
||||||
| Seguros Inbursa, S.A. de C.V. |
107,389 | 101,026 |
||||||
| Industrial Afiliada, S.A. de C.V.. |
103,864 | 469,591 |
||||||
| Banco Inbursa, S.A. |
20,089 | 22,438 |
||||||
| Promotora Inbursa, S.A. de C.V. |
15,174 | 35,292 |
||||||
| Cicsa Perú, S.A.C. |
256,344 | 166,484 |
||||||
| Other |
131,725 | 392,364 |
||||||
| |
|
|
|
|||||
| Total |
Ps. | 7,224,218 | Ps. |
6,766,826 |
||||
| |
|
|
|
|||||
For the years ended December 31, 2021, 2022 and 2023, the Company has not recorded any impairment of receivables in connection with amounts owed by related parties.
b) For the years ended December 31, 2021, 2022 and 2023, the Company conducted the following transactions with related parties:
| 2021 | 2022 | 2023 |
||||||||||
| Capex and expenses: |
||||||||||||
| Construction services, purchases of materials, inventories and property, plant and equipment (i) |
Ps. | 13,524,989 | Ps. | 13,107,483 | Ps. |
10,499,209 |
||||||
| Insurance premiums, fees paid for administrative and operating services, brokerage services and others (ii) |
4,336,133 | 2,654,774 | 4,911,513 |
|||||||||
| Associated costs for towers sale (iii) |
— | 360,073 | 1,751,405 |
|||||||||
| Rent of towers |
— | 475,749 | 937,763 |
|||||||||
| Other services |
1,636,402 | 1,890,921 | 1,903,476 |
|||||||||
| |
|
|
|
|
|
|||||||
| Ps. | 19,497,524 | Ps. | 18,489,000 | Ps. |
20,003,366 |
|||||||
| |
|
|
|
|
|
|||||||
| Revenues: |
||||||||||||
| Service revenues (iv) |
Ps. | 714,148 | Ps. | 756,347 | Ps. |
1,153,877 |
||||||
| Sales of towers (v) |
6,943,400 | 3,323,594 | 8,546,615 |
|||||||||
| Sales of equipment |
685,781 | 1,153,439 | 2,225,521 |
|||||||||
| |
|
|
|
|
|
|||||||
| Ps. | 8,343,329 | Ps. | 5,233,380 | Ps. |
11,926,013 |
|||||||
| |
|
|
|
|
|
|||||||
F-4
3
| i) | In 2023, this amount includes Ps. 7,720,624 (Ps. 11,018,630 in 2022 and Ps. 11,447,164 in 2021) for network construction services and construction materials purchased from subsidiaries of Grupo Carso, S.A.B. de C.V. (Grupo Carso). |
| ii) | In 2023, this amount includes Ps. 69,248 (Ps. 117,321 in 2022 and Ps. 121,728 in 2021) for network maintenance services performed by Grupo Carso subsidiaries; Ps. 0 in 2023 (Ps. 16,556 in 2022 and Ps. 50,730 in 2021) for software services provided by an associate; Ps. 3,460,518 in 2023 (Ps. 3,281,176 in 2022 and Ps. 3,814,995 in 2021) for insurance premiums with Seguros Inbursa S.A. and Fianzas Guardiana Inbursa, S.A., which, in turn, places most of such insurance with reinsurers. |
| iii) | In 2023, this amount includes Ps. 885,427 of the cost related to the sales of towers by Compañía Dominicana de Teléfonos, S.A.; Ps. 880,542 of the cost related to the sales of towers by América Móvil Perú, S.A.C.; and Ps. 15,435 of the cost related to the sales of towers by Telmex. |
| iv) | In 2023, this amount includes Ps. 995,831 of the total revenue, provided by Telmex. |
| v) | In 2023, this amount includes Ps. 2,695,790 for sales of towers by Compañía Dominicana de Teléfonos, S.A.; Ps. 4,840,325 for sales of towers by América Móvil Perú, S.A.C.; and Ps. 1,010,500 for sales of towers by Telmex. |
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 2023 was approximately Ps. 6,244 and Ps. 98,280, 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 2021, 2022 and 2023, none of the individual transactions associated with government agencies or government-owned entities of Austria were considered significant to América Móvil. Note 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 2023 the weighted-average interest rate of the total debt including the impact of interest rate derivatives held by the Company is 5.6% (5.0% and 3.1% in 2022 and 2021, respectively). The Company adhered to the fallback provision from ISDA as a part of the transition from IBOR.
F-4
4
An analysis of the derivative financial instruments contracted by the Company at December 31, 2022 and 2023 is as follows:
* |
Totals may not sum due to rounding. |
The changes in the fair value of these derivative financial instruments for the years ended December 31, 2021, 2022 and 2023 amounted to a loss of Ps. (6,755,214), Ps. (28,639,687) and Ps. (10,268,520), respectively. 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-4
5
The maturities of the notional amount of the derivatives are as follows:
| Instrument |
Notional amount in millions |
2024 |
2025 |
2026 |
2027 |
2028 Thereafter |
||||||||||||||||||
| Assets |
||||||||||||||||||||||||
| Swaps US Dollar – Mexican Peso |
US$ |
— |
— |
— |
— |
150 |
||||||||||||||||||
| Swaps Yen – US Dollar |
¥ |
— |
— |
— |
— |
6,500 |
||||||||||||||||||
| Swaps US Dollar – Euro |
US$ |
— |
— |
— |
— |
800 |
||||||||||||||||||
| Swaps Euro – US Dollar |
€ |
— |
— |
— |
152 |
— |
||||||||||||||||||
| Forwards US Dollar – Mexican Peso |
US$ |
228 |
— |
— |
— |
— |
||||||||||||||||||
| Forwards Brazilian Real – US Dollar |
R$ |
5,201 |
— |
— |
— |
— |
||||||||||||||||||
| Forwards Euro – US Dollar |
€ |
1,390 |
— |
— |
— |
— |
||||||||||||||||||
| Liabilities |
||||||||||||||||||||||||
| Swaps US Dollar – Mexican Peso |
US$ |
— |
— |
— |
— |
3,140 |
||||||||||||||||||
| Swaps US Dollar – Euro |
US$ |
— |
— |
— |
— |
150 |
||||||||||||||||||
| Swaps Euro – US Dollar |
€ |
175 |
— |
— |
250 |
400 |
||||||||||||||||||
| Swaps Yen – US Dollar |
¥ |
— |
— |
— |
— |
6,500 |
||||||||||||||||||
| Swaps Sterling Pound – Euro |
£ |
— |
— |
390 |
— |
250 |
||||||||||||||||||
| Swap Sterling Pound – US Dollar |
£ |
— |
— |
110 |
— |
1,450 |
||||||||||||||||||
| Forwards US Dollar – Mexican Peso |
US$ |
742 |
— |
— |
— |
— |
||||||||||||||||||
| Forwards Euro – US Dollar |
€ |
435 |
— |
— |
— |
— |
||||||||||||||||||
| Forwards Brazilian Real – US Dollar |
R$ |
123 |
— |
— |
— |
— |
||||||||||||||||||
| Forwards Euro – Mexican Peso |
€ |
50 |
— |
— |
— |
— |
||||||||||||||||||
| Call Option |
€ |
2,020 |
— |
— |
— |
— |
||||||||||||||||||
Note 8. Inventories, net
An analysis of inventories at December 31, 2022 and 2023 is as follows:
| 2022 | 2023 |
|||||||
| Mobile phones, accessories, computers, TVs, cards and other materials |
Ps. 26,311,415 | Ps. 21,858,519 |
||||||
| Less: Reserve for obsolete and slow-moving inventories |
(2,316,282 | ) | (2,586,894 |
) | ||||
| |
|
|
|
|||||
| Total |
Ps. 23,995,133 | Ps. 19,271,625 |
||||||
| |
|
|
|
|||||
For the years ended December 31, 2021, 2022 and 2023, the cost of inventories recognized in cost of sales was Ps. 117,613,669, Ps. 115,022,007 and Ps. 111,863,425 respectively.
F-4
6
Note 9. Other assets, net
An analysis of other assets at December 31, 2022 and 2023 is as follows:
| 2022 | 2023 |
|||||||
| Current portion: |
||||||||
| Advances to suppliers (different from CAPEX and inventories) |
Ps. | 8,247,735 | Ps. |
8,788,638 |
||||
| Prepaid insurance |
1,988,713 | 2,105,556 |
||||||
| Other |
328,974 | 328,065 |
||||||
| |
|
|
|
|||||
| Ps. | 10,565,422 | Ps. |
11,222,259 |
|||||
| |
|
|
|
|||||
| Non-current portion: |
||||||||
| Recoverable taxes |
Ps. | 9,363,682 | Ps. |
8,879,374 |
||||
| Prepayments for the use of fiber optics |
3,424,850 | 2,734,008 |
||||||
| Judicial deposits (1) |
16,309,977 | 15,456,282 |
||||||
| Prepaid expenses |
10,483,113 | 10,574,048 |
||||||
| |
|
|
|
|||||
| Total |
Ps. | 39,581,622 | Ps. |
37,643,712 |
||||
| |
|
|
|
|||||
For the years ended December 31, 2021, 2022 and 2023, amortization expense for other assets was Ps. 442,098 Ps. 215,529 and Ps. 848,569, respectively.
| (1) | Judicial deposits represent cash and cash equivalents pledged in order to fulfill the collateral requirements for tax contingencies in Brazil. Based on its evaluation of the underlying contingencies, the Company believes that such amounts are recoverable. See Note 17 b). |
Note 10. Property, Plant and Equipment, net
a)
At December 31, 2020 |
Additions |
Retirements (2) |
Transfers |
Effect of translation of foreign subsidiaries and hyperinflation adjustment |
Depreciation for the year (3) |
At December 31, 2021 |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
| Network in operation and equipment |
Ps. | 1,057,592,243 | Ps. | 89,696,150 | Ps. | (45,044,049 | ) | Ps. | 53,531,590 | Ps. | (44,061,097 | ) | Ps. | — | Ps. | 1,111,714,837 | ||||||||||||
| Land and buildings |
48,887,578 | 784,460 | (473,785 | ) | 38,250 | (1,216,894 | ) | — | 48,019,609 | |||||||||||||||||||
| Other assets |
157,022,845 | 10,782,903 | (11,994,756 | ) | (1,800,756 | ) | (1,870,104 | ) | — | 152,140,132 | ||||||||||||||||||
| Construction in process and advances plant suppliers (1) |
67,501,913 | 83,366,813 | (47,178,796 | ) | (38,944,421 | ) | (1,420,843 | ) | — | 63,324,666 | ||||||||||||||||||
| Spare parts for operation of the network |
24,796,258 | 46,909,494 | (23,108,928 | ) | (13,824,767 | ) | (974,011 | ) | — | 33,798,046 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
1,355,800,837 | 231,539,820 | (127,800,314 | ) | (1,000,104 | ) | (49,542,949 | ) | — | 1,408,997,290 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Accumulated depreciation |
||||||||||||||||||||||||||||
| Network in operation and equipment |
531,267,306 | — | (24,322,904 | ) | 638,066 | (29,767,613 | ) | 96,857,203 | 574,672,058 | |||||||||||||||||||
| Buildings |
9,087,399 | — | (219,030 | ) | (221,937 | ) | (667,957 | ) | 1,871,028 | 9,849,503 | ||||||||||||||||||
| Other assets |
92,444,017 | — | (10,522,319 | ) | 549,855 | (1,879,241 | ) | 12,667,367 | 93,259,679 | |||||||||||||||||||
| Spare parts for operation of the network |
72,484 | — | (92,421 | ) | — | (26,823 | ) | 66,131 | 19,371 | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
Ps 632,871,206 | Ps. | — | Ps. | (35,156,674 | ) | Ps. | 965,984 | Ps. | (32,341,634 | ) | Ps. | 111,461,729 | Ps. | 677,800,611 | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net Cost |
Ps. | 722,929,631 | Ps. | 231,539,820 | Ps. | (92,643,640 | ) | Ps. | (1,966,088 | ) | Ps. | (17,201,315 | ) | Ps. | (111,461,729 | ) | Ps. | 731,196,679 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (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. |
| (2) | Includes disposals related to the sale of TracFone. |
| (3) | Discontinued operations. |
F-4
7
| (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. |
| (2) | Includes disposals of Chile’s separation process as a result of the ClaroVTR joint venture. See Note 12b. Also includes disposals related to the sale of Claro Panama. See Note 2Ac and disposals related to the partial sale Claro Peru’s towers to Sitios Latam as of December 31, 2022. |
| (3) | “Business Combination” includes the acquisition of Assets of Grupo Oi, Jonava and Ustore, in Brazil. See Note 12a. |
| (4) | “Incorporation (merger, spin-off, sale)” includes disposals associated as spin-off of assets to Sitios Latam described in Note 12d. |
| (5) | ¨Revaluation adjustments” include the surplus associated with the 29,090 telecommunications towers, for an amount of Ps. 50,880,804 that was transferred as part of the spin-off of assets to Sitios Latam described in Note 12d. |
| (1) | The construction in progress includes fixed and mobile network installations, as well as satellite and fiber optic developments that are in the process of being installed |
F-4
8
| (2) | Includes disposals for the sale of 2,980 and 224 telecommunications towers on March 30 and July 31, 2023, respectively, owned by its subsidiary in Peru to Sitios Latam. |
| (3) | It includes disposals related to the sale of 1,388 telecommunications towers on February 3, 2023, owned by its subsidiary in the Dominican Republic to Sitios Latam. |
| (4) | Includes the surplus associated with the telecommunications towers that were transferred by the sale to Sitios Latam, described previously, for an amount of Ps. (6,957,275). In addition, includes the surplus associated with the valuation of the telecommunications towers of EuroTeleSites Group, for an amount of Ps. 1,562,491. |
| (5) | Includes a hyperinflation adjustment associated to Argentinean subsidiaries for an amount of Ps. (5,956,256). |
The completion period of construction in progress is variable and depends upon the type of plant and equipment under construction.
b) Revaluation of telecommunications towers
The fair value of the passive infrastructure of telecommunications towers was determined using the “income approach” method through a discounted cash flow model (DCF) where, among others, inputs such as average rents per tower were used, contract term and discount rates considering market information.
As mentioned in Note 12, on October 1, 2023 the complement for revaluation surplus of the passive infrastructure of the telecommunication towers from its subsidiary EuroTeleSites AG was recognized in OCI for an amount of Ps. 497,628 net of deferred taxes.
c) Relevant information related to the computation of the capitalized borrowing costs is as follows:
Year ended December 31, |
||||||||||||
| 2021 | 2022 | 2023 |
||||||||||
| Amount invested in the acquisition of qualifying assets |
Ps. 38,573,605 | Ps. 30,161,647 | Ps. 25,489,098 |
|||||||||
| Capitalized interest |
1,527,259 | 1,514,654 | 1,442,077 |
|||||||||
| Capitalization rate |
4.0% | 5.0% | 5.7% |
|||||||||
Capitalized interest is being amortized over a period of estimated useful life of the related assets.
F-4
9
Note 11. Intangible assets, net and goodwill
a)
| For the year ended December 31, 2021 | ||||||||||||||||||||||||
| Balance at beginning of year |
Acquisitions | Disposals and other (1) |
Amortization of the year (2) |
Effect of translation of foreign subsidiaries and Hyperinflation adjustment |
Balance at end of year |
|||||||||||||||||||
| Licenses and rights of use |
Ps. | 253,090,161 | Ps. | 24,406,905 | Ps. | (4,427,685 | ) | Ps. | — | Ps. | (7,011,691 | ) | Ps. | 266,057,690 | ||||||||||
| Accumulated amortization |
(134,609,064 | ) | — | 6,469,128 | (14,387,511 | ) | 6,737,502 | (135,789,945 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
118,481,097 | 24,406,905 | 2,041,443 | (14,387,511 | ) | (274,189 | ) | 130,267,745 | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Trademarks |
29,132,365 | 75,100 | (1,129,666 | ) | — | (401,946 | ) | 27,675,853 | ||||||||||||||||
| Accumulated amortization |
(25,354,947 | ) | — | 802,717 | (140,205 | ) | 308,745 | (24,383,690 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
3,777,418 | 75,100 | (326,949 | ) | (140,205 | ) | (93,201 | ) | 3,292,163 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Customer relationships |
29,579,266 | 229,936 | (4,133,408 | ) | — | (1,105,668 | ) | 24,570,126 | ||||||||||||||||
| Accumulated amortization |
(25,425,605 | ) | — | 3,830,742 | (707,500 | ) | 1,093,401 | (21,208,962 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
4,153,661 | 229,936 | (302,666 | ) | (707,500 | ) | (12,267 | ) | 3,361,164 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Software licenses |
17,301,146 | 2,660,330 | (3,484,755 | ) | — | (1,225,585 | ) | 15,251,136 | ||||||||||||||||
| Accumulated amortization |
(12,233,448 | ) | (626 | ) | 3,482,440 | (2,738,978 | ) | 1,052,938 | (10,437,674 | ) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
5,067,698 | 2,659,704 | (2,315 | ) | (2,738,978 | ) | (172,647 | ) | 4,813,462 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Content rights |
12,036,312 | 818,436 | (281,747 | ) | — | 429,319 | 13,002,320 | |||||||||||||||||
| Accumulated amortization |
(10,059,219 | ) | — | (147,668 | ) | (899,666 | ) | (404,537 | ) | (11,511,090 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
1,977,093 | 818,436 | (429,415 | ) | (899,666 | ) | 24,782 | 1,491,230 | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total of intangibles, net |
Ps. | 133,456,967 | Ps. | 28,190,081 | Ps. | 980,098 | Ps. | (18,873,860 | ) | Ps. | (527,522 | ) | Ps. | 143,225,764 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Goodwill |
Ps. | 143,052,859 | Ps. | — | Ps. | (3,516,287 | ) | Ps. | — | Ps. | (2,958,378 | ) | Ps. | 136,578,194 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Includes disposals related to the sale of TracFone. |
| (2) | Discontinued operations of Panama and the ClaroVTR joint venture. See Note 2. Ac. |
| (1) | Includes the transaction related to Panama and Chile disposal. |
F-
50
| (2) | Includes the discontinued operations of Panama and the ClaroVTR joint venture. See Note 2, Ac. |
For the year ended December 31, 2023 |
||||||||||||||||||||||||||||
Balance at beginning of year |
Acquisitions |
Disposals and other |
Amortization of the year |
Incorporation (Merge, Spin off, Sale/other) |
Effect of translation of foreign subsidiaries and Hyperinflation adjustment |
Balance at end of year |
||||||||||||||||||||||
| Licenses and rights of use |
Ps. |
255,549,470 |
Ps. |
18,814,933 |
Ps. |
1,201,681 |
Ps. |
— |
Ps. |
— |
Ps. |
(28,239,255 |
) |
Ps. |
247,326,829 |
|||||||||||||
| Accumulated amortization |
(142,425,106 |
) |
— |
(63,964 |
) |
(11,643,803 |
) |
— |
11,328,430 |
(142,804,443 |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
113,124,364 |
18,814,933 |
1,137,717 |
(11,643,803 |
) |
— |
(16,910,825 |
) |
104,522,386 |
|||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Trademarks |
26,467,355 |
198,532 |
(11,554 |
) |
— |
555 |
(1,313,470 |
) |
25,341,418 |
|||||||||||||||||||
| Accumulated amortization |
(23,452,798 |
) |
— |
571 |
(139,038 |
) |
— |
1,017,013 |
(22,574,252 |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
3,014,557 |
198,532 |
(10,983 |
) |
(139,038 |
) |
555 |
(296,457 |
) |
2,767,166 |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Customer relationships |
24,189,692 |
5,550 |
— |
— |
— |
(3,505,503 |
) |
20,689,739 |
||||||||||||||||||||
| Accumulated amortization |
(19,332,019 |
) |
— |
— |
(987,971 |
) |
— |
3,091,265 |
(17,228,725 |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
4,857,673 |
5,550 |
— |
(987,971 |
) |
— |
(414,238 |
) |
3,461,014 |
|||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Software licenses |
16,217,975 |
5,846,212 |
313,446 |
— |
— |
(3,021,588 |
) |
19,356,045 |
||||||||||||||||||||
| Accumulated amortization |
(9,515,383 |
) |
— |
1,102,658 |
(3,675,747 |
) |
— |
2,330,312 |
(9,758,160 |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
6,702,592 |
5,846,212 |
1,416,104 |
(3,675,747 |
) |
— |
(691,276 |
) |
9,597,885 |
|||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Content rights |
12,783,404 |
737,465 |
(50,175 |
) |
— |
— |
(1,854,001 |
) |
11,616,693 |
|||||||||||||||||||
| Accumulated amortization |
(11,589,168 |
) |
— |
— |
(672,760 |
) |
— |
1,795,303 |
(10,466,625 |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
1,194,236 |
737,465 |
(50,175 |
) |
(672,760 |
) |
— |
(58,698 |
) |
1,150,068 |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total of intangibles, net |
Ps. |
128,893,422 |
Ps. |
25,602,692 |
Ps. |
2,492,663 |
Ps. |
(17,119,319 |
) |
Ps. |
555 |
Ps. |
(18,371,494 |
) |
Ps. |
121,498,519 |
||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Goodwill |
Ps. |
141,121,365 |
Ps. |
— |
Ps. |
— |
Ps. |
— |
Ps. |
— |
Ps. |
4,957,532 |
Ps. |
146,078,897 |
||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
b) The aggregate carrying amount of goodwill is allocated by segment as follows:
| 2022 | 2023 |
|||||||
| Europe |
Ps. | 49,465,916 | Ps. |
55,414,076 |
||||
| Brazil (1) |
31,085,202 | 29,437,800 |
||||||
| Puerto Rico |
17,463,394 | 17,463,394 |
||||||
| Dominican Republic |
14,186,723 | 14,186,723 |
||||||
| Colombia |
8,495,090 | 9,304,613 |
||||||
| Mexico |
9,233,694 | 9,186,415 |
||||||
| Peru |
2,523,467 | 2,448,614 |
||||||
| El Salvador |
2,522,768 | 2,522,768 |
||||||
| Ecuador |
2,155,384 | 2,155,384 |
||||||
| Guatemala |
2,245,161 | 2,212,615 |
||||||
| Other countries |
1,744,566 | 1,746,495 |
||||||
| |
|
|
|
|||||
| Ps. | 141,121,365 | Ps. |
146,078,897 |
|||||
| |
|
|
|
|||||
| (1) | Includes a goodwill as a result of the Jonava acquisition. See Note 12a. |
c) The following is a description of the major changes in the “Licenses and rights of use” caption during the years ended December 31, 2021, 2022 and 2023:
2021 Acquisitions
i) In December the subsidiary Claro S.A. acquired a 5G license for Ps. 17,789,163 carried out by ANATEL in November 2021, for the sale of radio frequency bands. The total amount of this license was recorded as intangible assets caption on December 31, 2021.
F-
51
ii) During the year, AMX’s subsidiary in Austria acquired licenses for Ps. 1,752,128.
iii) In November, AMX’s subsidiary in the Dominican Republic acquired a 5G concession and right of operation until 2041 for an amount of Ps. 2,008,503.
iv) AMX’s subsidiary in Colombia renewed spectrum at 5 MHZ in the 1900 MHZ band for an amount of Ps. 1,599,473 according to resolution 2802 of October 2021, and made acquisitions of terrestrial fiber optics and submarine cable valid for 2 and 3 years.
v) In February 2021, AMX’s subsidiary in El Salvador acquired licenses for an amount of Ps.139,363. The concession is for 10 MHZ in the 1,900 MHZ mobile network bandwidth coverage in the national territory, exploitable as of February 28, 2021 with validity of 20 years.
vi) In February 2021, AMX’s subsidiary in Chile acquired a concession for Ps. 411,375 for the Concession of Band 1900 MHZ with a term of 10 years.
Additionally, in 2021, the Company acquired other licenses in Mexico, Guatemala, Brazil, Ecuador, Peru, Argentina and other countries for an amount of Ps. 706,900.
2022 Acquisitions
i) In August 2022, the Company obtained in Mexico, an extension of 9 spectrum frequency band concession titles, segment 1890-1895 MHz for mobile transmission and segment 1970-1975 MHz both for 20 years from April 2025, for an amount of Ps. 721,647.
ii) In March and September 2022, the Company made payments for a 2.5 MHz license in Argentina, which was obtained pursuant to resolution 3687 OC 4500114567 for Ps. 304,386 and resolution 1728/22-OC 4500137839 for an amount of Ps. 411,930 of ENACOM (the communications authority in Argentina), respectively.
iii) In May 2022, the Company’s subsidiary in Nicaragua renewed mobile frequency for 20 years (2022 to 2042) for an amount of Ps. 357,478.
iv) In August 2022, the Company added licenses in Austria as of the acquisition of the Bulgarian company, Stemo (an IT company that sells and integrates hardware solutions, produces and implements information systems and software solutions). Additionally, during the year 2022, Telekom Austria Group acquired licenses and rights of use in Macedonia, Belarus and Austria for an amount of Ps. 331,038, mainly Jetstream (a data-storing platform primarily for streaming data such as IoT device or streaming video or streaming data from any source).
v) During 2022, Claro S.A. acquired software development Claro Pay platform for an amount of Ps. 321,569.
Additionally, in 2022, the Company acquired other licenses in the Dominican Republic, Paraguay, Costa Rica and Colombia for an amount of Ps. 208,866.
2023 Acquisitions
i) In November 2023, the Company obtained in Argentina, pursuant to resolution 2023-1473 of ENACOM, a concession of spectrum in the 2.6 GHz 5G band for a 15 year-year period for an amount of Ps.8,731,237.
ii) In April 2023 the Company obtained in Croatia (via A1 Telekom Austria Group) a concession of secured spectrum in a public auction for a 15 year-period for an amount of Ps. 2,220,558. Additionally, in December 2023, the Company acquired in Bulgaria a spectrum license in the 700 MHz and 800 MHz segments for a 15 year-period for an amount of Ps. 422,502.
F-5
2
iii) In October 2023, the Company obtained a concession of 30 MHz and 2.500 MHz spectrum in Colombia for a 20-year period for an amount of Ps. 1,949,048. Additionally, during 2023, the Company acquires IRU´s for an amount of Ps. 214,792.
iv) In June of 2023, the Company obtained a 2.5 MHz spectrum license in Guatemala for an amount of Ps. 1,859,262.
v) In February and December 2023, the Company obtained in Mexico, an extension of spectrum frequency band concession titles for mobile transmission in the 835-845/880-890 MHz, 2514-2530/2634-2650 MHz and
2517-2530/2637-2650
MHz segments, respectively, for 20-year period for an amount of Ps. 1,239,373. vi) In July 2023, the Company obtained in Uruguay frequency band concession titles for mobile transmission in the 3300-3400 MHz segment for a 25-year period for an amount of Ps. 464,828.
vii) During 2023, the Company acquired IRU´s in Puerto Rico for an amount of Ps. 296,247 and in the United States for an amount of Ps. 180,956.
viii) During 2023, the Company renewed in Brazil the 5G license carried out by ANATEL for an amount of Ps. 593,273.
ix) In March 2023, the Company obtained two concessions of spectrum band in Peru, which expires in January 2030 and December 2029, respectively, for an amount of Ps. 149,567. Additionally, during 2023, the Company acquired IRU for an amount of Ps. 132,387.
Additionally, in 2023, the Company acquired other licenses in Peru, Ecuador, El Salvador and Paraguay for an amount of Ps. 360,903.
Amortization of intangibles for the years ended December 31, 2021, 2022 and 2023 amounted to Ps. 18,873,860, Ps. 18,065,088 and Ps. 17,119,319, 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.
Note 12. Business combinations, acquisitions, non-controlling interest and spin-off
a)
Acquisitions 2022
i) On April 20, 2022, after receiving the necessary approvals from local regulators, the Company reported that its Brazilian subsidiary Claro S.A. completed the previously announced acquisition of 32% of Grupo Oi’s mobile business in Brazil, through the acquisition of 100% of the shares of Jonava, it in accordance with the purchase agreement entered into between Grupo Oi as seller and Claro S.A. (as one of several buyers).
The final purchase price for the aforementioned acquisition was Ps. 14,232,166, net of cash acquired, of which an amount of Ps. 1,315,180 was withheld for price adjustment purposes and other conditions, in accordance with the purchase agreement. Additionally, Ps. 781,217 have been paid for transition services, which are provided by Grupo Oi to Claro S.A. during the following twelve months after the date of the transaction.
F-5
3
For Purchase Price Allocation, the Company determined the fair value of identifiable assets and liabilities based on fair values. Purchase accounting is substantially complete as of the date of consolidated financial statements and the value of assets acquired and liabilities assumed are as follows:
| 2022 Figures at acquisition date |
||||
| Current assets |
Ps. | 2,815,999 | ||
| Other non-current assets |
3,323 | |||
| Intangible assets (excluding goodwill) |
2,836,537 | |||
| Property, plant and equipment |
1,356,916 | |||
| Right-of-use |
4,247,397 | |||
| |
|
|||
| Total acquired assets |
11,260,172 | |||
| |
|
|||
| Accounts payable |
(10,848,303 | ) | ||
| Other liabilities |
(369,141 | ) | ||
| |
|
|||
| Total assumed liabilities |
(11,217,444 | ) | ||
| |
|
|||
| Fair value of acquired assets and assumed liabilities – net of cash acquired |
42,728 | |||
| Acquisition price |
14,232,166 | |||
| |
|
|||
| Goodwill |
Ps. | 14,189,438 | ||
| |
|
|||
On October 4, 2023, the Company reached an agreement on the value of the disputed purchase price, for which the amount of Ps. 658,048 was paid to the seller, corresponding to 50% of the originally retained amount of Ps. 1,315,180 (subject to procedural incidence), plus interest and monetary correction of Ps. 155,681. Due to the aforementioned, all pending issues and disputes between the seller and the Company, together with the other buyers, related to the determination of the acquisition price were concluded.
ii) During 2022, the Company has acquired through its subsidiaries other entities for which it has paid Ps. 670,051, net of cash acquired.
iii) The Company acquired an additional non-controlling interests in its entities for an amount of Ps. 39,596.
Acquisitions 2023
i) On July 24, 2023, the Company acquired, through its subsidiary América Móvil, B.V., shares corresponding to 5.55% of the voting rights in Telekom Austria AG from a private investor. Subsequently, on November 29, 2023, through a series of open market transactions, América Móvil, B.V. acquired an additional 1.85% of the voting rights, for an overall ownership in Telekom Austria AG of 58.4% of its total outstanding shares. The disbursements paid in both transactions amounts to Ps. 6,214,643.
ii) The Company acquired an additional non-controlling interests in its entities for an amount of Ps. 49,302.
b) Joint Venture
A) Constitution–
On October 6, 2022, LLA and the Company announced that they completed the transaction to combine their operations in Chile (VTR and Claro Chile, respectively) in order to create a 50:50 joint venture known as ClaroVTR.
F-5
4
On the date of the joint venture’s formation, the Company recognized a loss of Ps. 1,138,859, and recycled a loss of Ps. 8,252,250 from cumulative translation adjustment to net profit. The effect of the transaction was classified as discontinued operations in these consolidated financial statements on October 6, 2022. See Note 2Ac.
As of to December 31, 2023 and 2022, the Company recognized a loss in the application of the equity method in the amount of Ps. 5,374,969 and Ps. 1,924,040, respectively.
In September 2023, the Company identified impairment indicators and assesses that there is objective evidence that its joint venture is impaired, hence, an amount of Ps. 4,677,782 was recorded, as the difference between the recoverable amount of the JV and its carrying value, 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.
B) Transaction Agreement between the Company and LLA–
On December 26, 2023, the Company entered into a transaction agreement (the “Agreement”) with LLA, ClaroVTR, and certain affiliates of the Company and LLA. Pursuant to the transaction agreement, the Company and LLA agreed to, collectively in proportion to their respective shareholding percentage interest or individually, provide additional capital required by ClaroVTR during the calendar year 2023 and through June 30, 2024 in an aggregate amount not to exceed CLP$972.4 billion (Ps. 18,728,611). This commitment seeks to support the execution of the business plan of ClaroVTR, and CLP$289.3 billion of the commitment aims to permit the refinancing of certain bank debt guaranteed by the Company and existing at the formation of ClaroVTR. Furthermore, the Agreement provides the Company and LLA with an exercisable catch-up right on or before August 1, 2024 to cure any failure to fund the Company’s or LLA’s respective portions of the Commitment in order to maintain ClaroVTR as an 50:50 joint venture.
As of December 31, 2023, the Company has purchased convertible notes from ClaroVTR with an aggregate principal amount of CLP$742.1 billion (including the amounts used for the refinancing of bank debt) convertible into shares of ClaroVTR. Subject to the terms of the Agreement, upon the conversion of such convertible notes and any additional convertible notes the Company may purchase prior to August 1, 2024, ClaroVTR may cease to be a 50:50 joint venture if LLA does not exercise its catch-up right under the Agreement. As of the date of the consolidated financial statements, LLA has not performed any financing as per Agreement. Additionally, the Company recorded an impairment related to these operations totaling Ps. 12,184,562 on December 31, 2023. This amount is presented in Note 22 to the accompanying consolidated financial statements.
c) 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, 2022 and 2023 of Telekom Austria’s consolidated financial statements.
The amounts disclosed for this subsidiary are before inter-company eliminations and using the same accounting policies of América Móvil.
F-5
5
Selected financial data from the consolidated statements of financial position
December 31, |
||||||||
| 2022 | 2023 |
|||||||
| Assets: |
||||||||
| Current assets |
Ps. | 28,648,246 | Ps. |
27,224,829 |
||||
| Non-current assets |
126,125,904 | 132,242,415 |
||||||
| |
|
|
|
|||||
| Total assets |
Ps. | 154,774,150 | Ps. |
159,467,244 |
||||
| |
|
|
|
|||||
| Liabilities and equity: |
||||||||
| Current liabilities |
Ps. | 50,106,617 | Ps. |
34,406,225 |
||||
| Non-current liabilities |
47,420,775 | 56,285,251 |
||||||
| |
|
|
|
|||||
| Total liabilities |
97,527,392 | 90,691,476 |
||||||
| Equity attributable to equity holders of the parent |
29,173,281 | 40,127,194 |
||||||
| Non-controlling interest |
28,073,477 | 28,648,574 |
||||||
| |
|
|
|
|||||
| Total equity |
Ps. | 57,246,758 | Ps. |
68,775,768 |
||||
| |
|
|
|
|||||
| Total liabilities and equity |
Ps. | 154,774,150 | Ps. |
159,467,244 |
||||
| |
|
|
|
|||||
Summarized consolidated statements of comprehensive income
On September 2023 Telekom Austria was spun-off transferring all site operations to EuroTeleSites AG. The Company has control over EuroTeleSites AG, which has a material non-controlling interest. As of December 31, 2023, EuroTeleSites AG has a consolidated net total assets of Ps. 4,365,235, a consolidated net income for the year of Ps. 126,103, and a net income for non-controlling interest of Ps. 52,485.
d) Spin-off of telecommunication towers to Sitios Latam
On August 8, 2022, the Company announced that it met the conditions and completed the necessary steps to spin-off its telecommunications towers and other related passive infrastructure in Latin America outside of Mexico, other than Colombia and the Company’s telecommunications towers existing in Peru prior to the spin-off, and
F-5
6
contribute to Sitios Latam a portion of the Company’s capital stock, assets and liabilities, mainly consisting of the shares of the Company’s subsidiaries holding telecommunications towers and other associated infrastructure in Latin America outside of Mexico, other than Colombia and the Company’s telecommunications towers existing in Peru prior to the spin-off. The CNBV authorized the registration of the shares of Sitios Latam, which allowed it to complete its listing process as a public company on September 29, 2022.
As of the spin-off effective date, the assets and liabilities of Sitios Latam no longer appear in the consolidated statement of financial position of the Company. The Company transferred assets of Ps. 102,609,435 mainly in property, plant and equipment, right of use and other assets and accounts receivable, Ps. 100,026,548 in debt, lease debt and other net liabilities, which resulted in net assets of Ps. 2,582,887.
The Company, through its subsidiaries, is party to lease agreements with Sitios Latam (its related party) for the use of the space on the towers. The typical term of our site agreements is either or 10 years, which is a mandatory minimum, except when the underlying floor lease expires in less than the - or 10-year term, as applicable, in which case the site agreement may expire simultaneously with the floor lease. In most cases, the site agreement is renewable at the customer’s request.
e) Spin-off of telecommunication towers to EuroTeleSites
On February 6, 2023, the Company entered into a definitive agreement with OBAG, pursuant to which, the Company and OBAG agreed to, among other things, formally execute the spin-off of the mobile towers in most of the countries in which Telekom Austria AG operates, including Austria.
On August 1, 2023, the tower spin-off was approved by the shareholders of Telekom Austria AG in an extraordinary shareholders’ meeting. On September 22, 2023, Telekom Austria completed the spin-off of its telecommunications towers and other related passive infrastructure in Austria, Bulgaria, Croatia, North Macedonia, Serbia and Slovenia, and revalued its telecommunication towers through an appraisal, hence, the spun-off tower company, EuroTeleSites AG, recognized a revaluation surplus for that assets as the aforementioned date.
As a consequence of the foregoing, the Company recognized the complement for revaluation surplus figure in the consolidated financial statements as disclosed in Note 10.
In addition, Telekom Austria AG listed the shares of EuroTeleSites AG, on the Vienna Stock Exchange. The Telekom Austria AG shareholders received Telekom Austria AG shares they owned. Both of Telekom Austria and EuroTeleSites AG are indirect subsidiaries of the Company over which the Company retains a controlling interest.
As part of the spin-off, the Telekom Austria AG transferred to EuroTelesites AG assets of Ps. 36,599 million (1,953 million euros) mainly in property, plant and equipment, right of use and other assets and accounts receivable, Ps. 47,675 million (2,543 million euros) in debt, lease debt and other net liabilities, which resulted in net assets’ deficit of Ps. 11,076 million (591 million euros).
Note 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.
F-5
7
i) Consolidated income tax matters
The composition of income tax expense for the years ended December 31, 2021, 2022 and 2023 is as follows:
| 2021 | 2022 | 2023 |
||||||||||
| Income Tax attributable to a continuing operation |
||||||||||||
| In Mexico: |
||||||||||||
| Current year income tax |
Ps. | 24,355,240 | Ps. | 29,865,043 | Ps. |
32,327,958 |
||||||
| Deferred income tax |
(5,079,397 | ) | 3,454,279 | (6,706,412 |
) | |||||||
| Foreign: |
||||||||||||
| Current year income tax |
23,397,577 | 17,634,494 | 16,026,324 |
|||||||||
| Deferred income tax |
(9,955,943 | ) | (4,909,727 | ) | (7,103,867 |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total income tax |
Ps. | 32,717,477 | Ps. | 46,044,089 | Ps. |
34,544,003 |
||||||
| |
|
|
|
|
|
|||||||
| Income Tax attributable to a discontinued operation |
||||||||||||
| Income tax discontinued operations in Mexico |
26,294,422 | — | — |
|||||||||
| Income tax discontinued operations abroad (1) |
7,144,249 | 1,805,500 | — |
|||||||||
| (1) | Includes effects related to the sale of Panama and the ClaroVTR joint venture. See Note 2Ac. |
For the years ended December 31, |
||||||||||||
| 2021 | 2022 | 2023 |
||||||||||
| Remeasurement of defined benefit plans |
Ps. | (4,760,089 | ) | Ps. | 2,651,922 | Ps. |
(975,061 |
) | ||||
| Equity investments at fair value |
583,892 | 8,364,109 | 2,836,366 |
|||||||||
| Other |
— | (30,336 | ) | — |
||||||||
| |
|
|
|
|
|
|||||||
| Deferred tax benefit recognized in OCI |
Ps. | (4,176,197 | ) | Ps10,985,695 | Ps. |
1,861,305 |
||||||
| |
|
|
|
|
|
|||||||
In addition, deferred tax of Ps. 308,551 and Ps. 902,508 was transferred in 2023 and 2022, respectively, from revaluation surplus to retained earnings. This relates to the difference between the actual depreciation and equivalent depreciation based on cost.
F-5
8
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, |
||||||||||||
2021 |
2022 |
2023 |
||||||||||
| Statutory income tax rate in Mexico |
30.0 |
% |
30.0 |
% |
30.0 |
% | ||||||
| Impact of non-deductible and non-taxable items: |
||||||||||||
| Tax inflation effects |
7.8 |
% |
7.2 |
% |
2.1 |
% | ||||||
| Derivatives |
(0.9 |
%) |
(0.2 |
)% |
0.3 |
% | ||||||
| Employee benefits |
2.6 |
% |
2.0 |
% |
1.5 |
% | ||||||
| Other |
(2.9 |
%) |
2.2 |
% |
4.8 |
% | ||||||
| |
|
|
|
|
|
|||||||
| Effective tax rate on Mexican operations |
36.6 |
% |
41.2 |
% |
38.7 |
% | ||||||
| Tax recoveries and NOL’s in Brazil |
(10.6 |
%) |
(2.2 |
)% |
(3.5 |
)% | ||||||
| Dividends received from associates equity |
(0.7 |
)% |
(0.1 |
)% |
— |
|||||||
| Foreign subsidiarie s and other non-deductible items, net |
8.7 |
% (1) |
(2.6 |
)% |
(2.2 |
)% | ||||||
| Tax rates differences |
(2.8 |
)% |
(2.0 |
)% |
(3.1 |
)% | ||||||
| |
|
|
|
|
|
|||||||
| Effective tax rate from continuing operations |
31.2 |
% |
34.3 |
% |
29.9 |
% | ||||||
| |
|
|
|
|
|
|||||||
| Effective tax rate from discontinued operations |
(16.4 |
)% |
(21.2 |
)% |
— |
|||||||
| |
|
|
|
|
|
|||||||
(1) |
Includes discontinued operations effects of TracFone and Claro Chile |
The breakdown of net deferred tax assets is as follows:
| (1) | As of December 31, 2022 and 2023, the balance included the effects of hyperinflation and revaluation of telecommunications towers. |
F-5
9
Reconciliation of deferred tax assets and liabilities, net:
| 2022 | 2023 |
|||||||
| Opening balance as of January 1, |
Ps. | 77,822,839 | Ps. |
98,415,751 |
||||
| Deferred tax benefit |
1,455,448 | 13,810,280 |
||||||
| Translation effect |
(1,644,500 | ) | 3,202,557 |
|||||
| Deferred tax benefit recognized in OCI |
10,985,695 | 1,861,305 |
||||||
| Deferred taxes acquired in business combinations |
(11,571 | ) | (529,191 |
) | ||||
| Hyperinflationary effect in Argentina |
(942,751 | ) | (146,182 |
) | ||||
| Disposals (Note 2Ac) |
(3,856,459 | ) | — |
|||||
| Spin-off |
14,607,050 | — |
||||||
| Related discontinued operation |
— | — |
||||||
| |
|
|
|
|||||
| Closing balance as of December 31, |
Ps. | 98,415,751 | Ps. |
116,614,520 |
||||
| |
|
|
|
|||||
| Presented in the consolidated statements of financial position as follows: |
||||||||
| Deferred income tax assets |
Ps. | 128,717,811 | Ps. |
137,883,622 |
||||
| Deferred income tax liabilities |
(30,302,060 | ) | (21,269,102 |
) | ||||
| |
|
|
|
|||||
| Ps. | 98,415,751 | Ps. |
116,614,520 |
|||||
| |
|
|
|
|||||
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. The temporary differences associated with investments in the Group’s subsidiaries, associates and joint venture, for which a deferred tax liability has not been recognized in the periods presented, aggregate to Ps 187,830,823 and Ps. 167,222,681 as of December 31, 2022 and 2023, respectively.
At December 31, 2022 and 2023, the balance of the contributed capital account (“CUCA”) is Ps. 654,631,901 and Ps. 680,304,268 respectively. Effectively, on January 1, 2014, the (“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. 533,076,863 and Ps. 568,085,361 as of December 31, 2022 and 2023, respectively.
Cuenta de Utilidad Fiscal Neta
During 2021, America Móvil sold 100% of its participation in Tracfone Wireless, Inc (Tracfone), virtual operator of the most important mobile prepaid services in USA to Verizon Communications Inc. (“Verizon”), tax profit of this transaction was Ps. 93,968,555.
ii) Significant foreign income tax matters
a)
The foreign subsidiaries determine their taxes on profits based on their individual taxable income, in accordance with the specific tax regimes of each country.
The effective income tax rate for the Company’s foreign jurisdictions was 19.3% in 2021, 17.4% in 2022 and 13.9% in 2023. The statutory tax rates in these jurisdictions vary, although many approximate 10% to 35%. The primary difference between the statutory rates and the effective rates in 2021, 2022 and 2023 was attributable to
F-
60
dividends received from KPN, other non-deductible items, non-taxable income and tax recoveries in Brazil and registry of benefits related to tax losses credits in Brazil.
a.1
Given the more likely than not position of success of this lawsuit as consequence of the decision, with general repercussion, of the STF, Brazil updated its analysis, support documentation and forecast and recorded Ps. 2,647,919 (R$703,761) of which Ps. 2,076,594 (R$551,915) represent an excess on deferred IRPJ and CSLL and Ps. 571,325 (R$151,846) represent an excess on current IRPJ and CSLL. The subsidiaries are waiting for the necessary procedural steps to continue, to start the compensation of such amounts.
a.2)
a.3)
Among the measures adopted macroeconomically, are the following:
| • | The Central Bank has made access to the free exchange market for goods and services imports more flexible, eliminating bureaucratic and administrative obstacles which obstructed access to foreign currency. This is the reason for the establishment of differentiated payment terms, according to the nature of the imported goods and services. |
| • | The implementation of a new tax amnesty is under analysis, which will include both business subjects and individuals, and a regularization for the payment of tax, customs, and social security debts accrued as of December 31, 2023, releasing interest and penalties. |
iii) Tax losses
a) At December 31, 2023, the available tax loss carryforwards recorded in deferred tax assets are as follows on a country by country basis:
| Country |
Gross balance of available tax loss carryforwards at December 31, 2023 |
Tax-effected loss carryforward benefit |
||||||
| Brazil |
Ps. |
74,392,065 |
Ps. |
25,293,302 |
||||
| Mexico |
25,515,213 |
7,654,564 |
||||||
| Argentina |
10,750,889 |
3,762,811 |
||||||
| Others |
864,821 |
259,446 |
||||||
| |
|
|
|
|||||
| Total |
Ps. |
111,522,988 |
Ps. |
36,970,123 |
||||
| |
|
|
|
|||||
F-
61
b)
bi)
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.
bii)
biii)
iv) Optional regime
The Mexican Tax Law establishes an optional regime for group companies called: 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 integrated (controlled) companies. In general terms, the Integration regime allowed deferral, 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 income tax that results from considering the determination of the individual income tax 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.
On December 19, 2019, the integrating company submitted to the Mexican tax authorities, the notice to end to belong under the Optional Regime for Groups of Companies, which implied a payment made in January 2020 related to the deferred income tax for the years 2016-2018. From the year 2020, the group is taxable under the General Regime for Legal Persons.
v) Limiting interest deductions
The Mexican Tax Law establishes since 2020 new rules related to the limit on interest deductions, in concordance with the action 4 of BEPS project issued by the OECD, from which Mexico is member.
In general terms, each Mexican companies should calculate an adjusted Tax EBITDA, whose amount times the corporate income tax, will be the interest limit allowed to be deducted in each tax year. It is important to mention that the amount that was not deductible could be carryforward in the following ten years.
vi) Revaluation of telecommunications towers
Deferred taxes related to the revaluation of the passive infrastructure of the telecommunications towers have been calculated at the tax rate of the jurisdiction in which the subsidiaries are located.
F-6
2
Note 14. Debt
a)
| As of December 31, 2022 |
(Thousands of Mexican pesos) |
|||||||||||||
| Currency |
Loan |
Interest rate |
Maturity |
Total |
||||||||||
| Senior Notes |
||||||||||||||
| U.S. dollars |
||||||||||||||
| Fixed-rate Senior notes (i) | 3.625% | 2029 | Ps. | 19,414,300 | ||||||||||
| Fixed-rate Senior notes (i) | 2.875% | 2030 | 19,414,300 | |||||||||||
| Fixed-rate Senior notes (i) | 4.700% | 2032 | 14,560,725 | |||||||||||
| Fixed-rate Senior notes (i) | 6.375% | 2035 | 19,051,835 | |||||||||||
| Fixed-rate Senior notes (i) | 6.125% | 2037 | 7,168,245 | |||||||||||
| Fixed-rate Senior notes (i) | 6.125% | 2040 | 38,741,430 | |||||||||||
| Fixed-rate Senior notes (i) | 4.375% | 2042 | 22,326,445 | |||||||||||
| Fixed-rate Senior notes (i) | 4.375% | 2049 | 24,267,875 | |||||||||||
| |
|
|||||||||||||
Subtotal U.S. dollars |
Ps. |
164,945,155 |
||||||||||||
| |
|
|||||||||||||
| Mexican pesos |
||||||||||||||
| Domestic Senior notes (i) | TIIE + 0.050% | 2024 | Ps. | 1,920,231 | ||||||||||
| Fixed-rate Senior notes (i) | 7.125% | 2024 | 11,000,000 | |||||||||||
| Domestic Senior notes (i) | 0.000% | 2025 | 5,683,928 | |||||||||||
| Domestic Senior notes (i) | TIIE + 0.300% | 2025 | 335,731 | |||||||||||
| Domestic Senior notes (i) | 9.520% | 2032 | 14,679,166 | |||||||||||
| Fixed-rate Senior notes (i) | 8.460% | 2036 | 7,871,700 | |||||||||||
| Domestic Senior notes (i) | 8.360% | 2037 | 4,964,352 | |||||||||||
| Domestic Senior notes (i) | 4.840% | 2037 | 7,099,289 | |||||||||||
| |
|
|||||||||||||
Subtotal Mexican pesos |
Ps. |
53,554,397 |
||||||||||||
| |
|
|||||||||||||
| Euros |
||||||||||||||
| Commercial Paper (ii) | 2.010% - 2.270% |
2023 | Ps. | 2,597,875 | ||||||||||
| Fixed-rate Senior notes (i) | 3.500% | 2023 | 6,234,902 | |||||||||||
| Fixed-rate Senior notes (i) | 3.259% | 2023 | 15,587,256 | |||||||||||
| Exchangeable Bond (i) | 0.000% | 2024 | 43,581,968 | |||||||||||
| Fixed-rate Senior notes (i) | 1.500% | 2024 | 17,665,557 | |||||||||||
| Fixed-rate Senior notes (i) | 1.500% | 2026 | 15,587,256 | |||||||||||
| Fixed-rate Senior notes (i) | 0.750% | 2027 | 15,708,525 | |||||||||||
| Fixed-rate Senior notes (i) | 2.125% | 2028 | 12,395,194 | |||||||||||
| |
|
|||||||||||||
Subtotal euros |
Ps. |
129,358,533 |
||||||||||||
| |
|
|||||||||||||
| Pound Sterling |
||||||||||||||
| Fixed-rate Senior notes (i) | 5.000% | 2026 | Ps. | 11,729,149 | ||||||||||
| Fixed-rate Senior notes (i) | 5.750% | 2030 | 15,247,894 | |||||||||||
| Fixed-rate Senior notes (i) | 4.948% | 2033 | 7,037,490 | |||||||||||
| Fixed-rate Senior notes (i) | 4.375% | 2041 | 17,593,724 | |||||||||||
| |
|
|||||||||||||
Subtotal Pound Sterling |
Ps. |
51,608,257 |
||||||||||||
| |
|
|||||||||||||
| Brazilian reais |
||||||||||||||
| Debentures (i) | CDI + 1.350 % |
2023 | Ps. | 9,302,135 | ||||||||||
| Promissory Notes (i) | CDI + 1.000 % |
2023 | 2,976,683 | |||||||||||
| Debentures (i) | CDI + 1.400 % |
2024 | 15,813,630 | |||||||||||
| Debentures (i) | CDI + 1.370 % |
2025 | 5,581,281 | |||||||||||
| |
|
|||||||||||||
Subtotal Brazilian reais |
Ps. |
33,673,729 |
||||||||||||
| |
|
|||||||||||||
| Other currencies |
||||||||||||||
| Japanese yen |
||||||||||||||
| Fixed-rate Senior notes (i) |
2.950% | 2039 | Ps. | 1,924,847 | ||||||||||
| |
|
|||||||||||||
| Subtotal Japanese yen |
Ps. |
1,924,847 |
||||||||||||
| |
|
|||||||||||||
| Chilean pesos |
||||||||||||||
| Fixed-rate Senior notes (i) |
4.000% | 2035 | Ps. | 3,964,099 | ||||||||||
| |
|
|||||||||||||
| Subtotal Chilean pesos |
Ps. |
3,964,099 |
||||||||||||
| |
|
|||||||||||||
| Subtotal other currencies |
Ps. |
5,888,946 |
||||||||||||
| |
|
|||||||||||||
F-6
3
| As of December 31, 2022 |
(Thousands of Mexican pesos) |
|||||||||
| Currency |
Loan |
Interest rate |
Maturity |
Total |
||||||
| Lines of Credit and others |
||||||||||
| U.S. dollars |
||||||||||
| Lines of credit (iii) |
5.050% | 2023 | Ps. | 491,750 | ||||||
| Euros |
||||||||||
| Lines of credit (iii) |
2.083% - 2.650% |
2023 - 2024 |
17,052,458 | |||||||
| Mexican pesos |
||||||||||
| Lines of credit (iii) |
TIIE + 0.280% - TIIE + 0.580% |
2023 | 43,580,000 | |||||||
| Peruvian Soles |
||||||||||
| Lines of credit (iii) |
6.00% | 2023 | 4,142,056 | |||||||
| Colombian pesos |
||||||||||
| Lines of credit (iii) |
IBR + 2.25% | 2023 | 165,479 | |||||||
| Brazilian reais |
||||||||||
| Lines of credit (iii) |
13.32% | 2023 | 6,105,177 | |||||||
| Others |
||||||||||
| Lines of credit (iii) |
11.00% | 2023 | 23,543 | |||||||
| |
|
|||||||||
| Subtotal Lines of Credit and others |
Ps. |
71,560,463 |
||||||||
| |
|
|||||||||
| Total debt |
Ps.510,589,480 |
|||||||||
| |
|
|||||||||
| Less: Short-term debt and current portion of long-term debt |
Ps.102,024,414 |
|||||||||
| |
|
|||||||||
| Long-term debt |
Ps.408,565,066 |
|||||||||
| |
|
|||||||||
| As of December 31, 2023 |
(Thousands of Mexican pesos) |
|||||||||
| Currency |
Loan |
Interest rate |
Maturity |
Total |
||||||
| Senior Notes |
||||||||||
| U.S. dollars |
||||||||||
| Fixed-rate Senior notes (i) |
3.625% | 2029 | Ps. | 16,893,500 | ||||||
| Fixed-rate Senior notes (i) |
2.875% | 2030 | 16,893,500 | |||||||
| Fixed-rate Senior notes (i) |
4.700% | 2032 | 12,670,125 | |||||||
| Fixed-rate Senior notes (i) |
6.375% | 2035 | 16,578,098 | |||||||
| Fixed-rate Senior notes (i) |
6.125% | 2037 | 6,237,503 | |||||||
| Fixed-rate Senior notes (i) |
6.125% | 2040 | 33,711,148 | |||||||
| Fixed-rate Senior notes (i) |
4.375% | 2042 | 19,427,525 | |||||||
| Fixed-rate Senior notes (i) |
4.375% | 2049 | 21,116,875 | |||||||
| |
|
|||||||||
| Subtotal U.S. dollars |
Ps. |
143,528,274 |
||||||||
| |
|
|||||||||
| Mexican pesos |
||||||||||
| Commercial Paper (ii) |
11.439% | 2024 | Ps. | 200,000 | ||||||
| Domestic Senior notes (i) |
TIIE + 0.020% | 2024 | 1,356,693 | |||||||
| Domestic Senior notes (i) |
TIIE + 0.050% | 2024 | 1,920,231 | |||||||
| Fixed-rate Senior notes (i) |
7.125% | 2024 | 11,000,000 | |||||||
| Domestic Senior notes (i) |
0.000% | 2025 | 5,930,385 | |||||||
| Domestic Senior notes (i) |
TIIE + 0.050% | 2025 | 3,000,000 | |||||||
| Domestic Senior notes (i) |
TIIE + 0.300% | 2025 | 409,419 | |||||||
| Domestic Senior notes (i) |
9.350% | 2028 | 11,016,086 | |||||||
| Fixed-rate Senior notes (i) |
9.500% | 2031 | 17,000,000 | |||||||
| Domestic Senior notes (i) |
9.520% | 2032 | 14,679,166 | |||||||
| Fixed-rate Senior notes (i) |
8.460% | 2036 | 7,871,700 | |||||||
| Domestic Senior notes (i) |
8.360% | 2037 | 4,964,352 | |||||||
| Domestic Senior notes (i) |
4.840% | 2037 | 10,578,733 | |||||||
| |
|
|||||||||
| Subtotal Mexican pesos |
Ps. |
89,926,765 |
||||||||
| |
|
|||||||||
| Euros |
||||||||||
| Commercial Paper (ii) |
4.110% - 4.210% |
2024 | Ps. | 9,510,854 | ||||||
| Exchangeable Bond (i) |
0.000% | 2024 | 37,662,984 | |||||||
| Fixed-rate Senior notes (i) |
1.500% | 2024 | 15,851,424 | |||||||
| Fixed-rate Senior notes (i) |
1.500% | 2026 | 13,986,551 | |||||||
| Fixed-rate Senior notes (i) |
0.750% | 2027 | 14,095,366 | |||||||
| Fixed-rate Senior notes (i) |
2.125% | 2028 | 11,122,292 | |||||||
| Fixed-rate Senior notes (i) |
5.250% | 2028 | 9,324,371 | |||||||
| |
|
|||||||||
| Subtotal euros |
Ps. |
111,553,842 |
||||||||
| |
|
|||||||||
F-6
4
| As of December 31, 2023 |
(Thousands of Mexican pesos) |
|||||||||||||
| Currency |
Loan |
Interest rate |
Maturity |
Total |
||||||||||
| Pound Sterling |
||||||||||||||
| Fixed-rate Senior notes (i) |
5.000% | 2026 | Ps. | 10,753,557 | ||||||||||
| Fixed-rate Senior notes (i) |
5.750% | 2030 | 13,979,625 | |||||||||||
| Fixed-rate Senior notes (i) |
4.948% | 2033 | 6,452,134 | |||||||||||
| Fixed-rate Senior notes (i) |
4.375% | 2041 | 16,130,336 | |||||||||||
| |
|
|||||||||||||
| Subtotal Pound Sterling |
Ps. |
47,315,652 |
||||||||||||
| |
|
|||||||||||||
| Brazilian reais |
||||||||||||||
| Debentures (i) |
CDI + 1.400% | 2024 | Ps. | 14,830,185 | ||||||||||
| Debentures (i) |
CDI + 1.100% | 2024 | 3,489,455 | |||||||||||
| Debentures (i) |
CDI + 1.370% | 2025 | 5,234,183 | |||||||||||
| Debentures (i) |
CDI + 1.350% | 2026 | 5,234,183 | |||||||||||
| |
|
|||||||||||||
| Subtotal Brazilian reais |
Ps. |
28,788,006 |
||||||||||||
| |
|
|||||||||||||
| Other currencies |
||||||||||||||
| Japanese yen |
||||||||||||||
| Fixed-rate Senior notes (i) | 2.950% | 2039 | Ps. | 1,557,115 | ||||||||||
| |
|
|||||||||||||
Subtotal Japanese yen |
Ps. |
1,557,115 |
||||||||||||
| |
|
|||||||||||||
| Chilean pesos |
||||||||||||||
| Fixed-rate Senior notes (i) |
4.000% | 2035 | Ps. | 3,541,257 | ||||||||||
| |
|
|||||||||||||
| Subtotal Chilean pesos |
Ps. |
3,541,257 |
||||||||||||
| |
|
|||||||||||||
| Subtotal other currencies |
Ps. |
5,098,372 |
||||||||||||
| |
|
|||||||||||||
| Lines of Credit and others |
||||||||||||||
| Euros |
||||||||||||||
| Lines of credit (iii) |
Euribor 1 M +1.3% & 4.320% |
|
2024 - 2028 |
Ps. | 10,443,291 | |||||||||
| Mexican pesos |
||||||||||||||
| Lines of credit (iii) |
TIIE + 0.300% - TIIE + 0.790% |
|
2024 | 52,680,000 | ||||||||||
| Peruvian Soles |
||||||||||||||
| Lines of credit (iii) |
7.830% - 8.010% |
2024 | 11,342,850 | |||||||||||
| |
|
|||||||||||||
| Subtotal Lines of Credit and others |
Ps. |
74,466,141 |
||||||||||||
| |
|
|||||||||||||
| Total debt |
Ps. |
500,677,052 |
||||||||||||
| |
|
|||||||||||||
| Less: Short-term debt and current portion of long-term debt |
Ps. |
160,963,603 |
||||||||||||
| |
|
|||||||||||||
| Long-term debt |
Ps. |
339,713,449 |
||||||||||||
| |
|
|||||||||||||
L = LIBOR (London Interbank Offered Rate)
TIIE = Mexican Interbank Rate
CDI = Brazil Interbank Deposit Rate
TAB = Chilean weighted average funding rate
IBR = Colombia Reference Bank Indicator
Interest rates on the Company’s debt are subject to fluctuations in international and local rates. The Company’s weighted average cost of borrowed funds as of December 31, 2022, and December 31, 2023 was approximately 5.38% and 5.94%, 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.
F-6
5
An analysis of the Company’s short-term debt maturities as of December 31, 2022, and December 31, 2023, is as follows:
2022 |
2023 |
|||||||
| Obligations and Senior Notes |
Ps. | 36,698,853 | Ps. | 95,821,829 | ||||
| Lines of credit |
65,325,561 | 65,141,774 | ||||||
| |
|
|
|
|||||
| Subtotal short term debt |
Ps. |
102,024,414 |
Ps. |
160,963,603 |
||||
| |
|
|
|
|||||
| Weighted average interest rate |
8.50 | % | 7.01 | % | ||||
| |
|
|
|
|||||
The Company’s long-term debt maturities are as follows:
| Years |
Amount | |||
| 2025 |
Ps. |
14,573,986 |
||
| 2026 |
29,974,291 |
|||
| 2027 |
14,095,366 |
|||
| 2028 |
40,787,112 |
|||
| 2029 |
16,893,500 |
|||
| 2030 and thereafter |
223,389,194 |
|||
| |
|
|||
| Total |
Ps. |
339,713,449 |
||
| |
|
|||
(i) Senior Notes
The outstanding Senior Notes as of December 31, 2022, and December 31, 2023, are as follows:
| Currency* |
2022 | 2023 |
||||||
| U.S. dollars |
Ps. | 164,945,155 | Ps. |
143,528,274 |
||||
| Mexican pesos |
53,554,397 | 89,926,765 |
||||||
| Euros |
129,358,533 | 111,553,842 |
||||||
| Pound sterling |
51,608,257 | 47,315,652 |
||||||
| Brazilian reais |
33,673,729 | 28,788,006 |
||||||
| Japanese yens |
1,924,847 | 1,557,115 |
||||||
| Chilean pesos |
3,964,099 | 3,541,257 |
||||||
| * | Thousands of Mexican pesos |
| * | Includes secured and unsecured senior notes. |
In July 2023, under a Mexican Global Note program, the Company issued Ps. 17,000 million, sustainable bond with a coupon of 9.50%—approximately
one billion U.S. dollars equivalent—maturing in January 2031. Such program was launched due to America Movil’s plan to increase Mexican pesos denominated liabilities on its consolidated statement of financial position. Global Notes are registered before SEC in U.S.A. and CNBV in Mexico.
In addition, under the Company Domestic Senior Notes program, AMX issued Ps. 15,446 million notes divided in four tranches. This Notes bear a fixed or floating interest rate established as a percentage of TIIE. In addition, the Company re-opened an inflation linked Domestic Senior Note of Ps.3,150 million.
(ii) Commercial Paper
In August 2020, we established a new Euro-Commercial Paper program for a total amount of €2,000 million. As of December 31, 2023, debt under this program aggregated to Ps. 9,511 million.
F-6
6
In December 2023, we updated our Mexican Domestic Senior Notes program mentioned above to include short-term issuances, and increased the program amount up to Ps. 100,000 million. As of December 31, 2023, short-term debt under this program aggregated to Ps. 200 million.
(iii) Lines of credit
As of December 31, 2022, and December 31, 2023, debt under lines of credit aggregated to Ps. 71,560 million and Ps. 74,466 million, respectively. Telekom Austria closed December 31, 2023 with an aggregated debt of Ps. 10,443 under lines of credit.
The Company has two revolving syndicated credit facilities, one for the Euro equivalent of U.S. $1,500 million and the other for U.S. $2,500 million maturing in 2026 and 2024, respectively. As long as the facilities are committed, a commitment fee is paid. As of December 31, 2023, these credit facilities are undrawn. Telekom Austria has an undrawn revolving syndicated credit facility in Euros for €1,000 million that matures in 2026.
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. As of December 31, 2023, 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.
As of December 31, 2023, the Company was in compliance with all the covenants.
Note 15. Right-of-use assets and liability related to right-of-use of assets
The Company has lease contracts for various items of towers & sites, property and other equipment used in its operations. Towers and sites, and property generally have lease terms between 2 and 24 years, while other equipment generally has lease terms between 2 and 20 years.
F-6
7
At December 31, 2021, 2022 and 2023 the right-of-use assets and lease liabilities are as follows:
| Right-of-use assets | Liability related to right-of-use of assets |
|||||||||||||||||||
| Towers & Sites | Property | Other equipment |
Total | |||||||||||||||||
| As of January 1, 2021 |
Ps. | 85,218,875 | Ps. | 12,205,435 | Ps. | 4,552,534 | Ps. | 101,976,844 | Ps. | 109,327,241 | ||||||||||
| Additions and release (1) |
3,145,941 | 482,456 | 1,052,022 | 4,680,419 | 3,060,042 | |||||||||||||||
| Modifications |
10,945,985 | 1,024,573 | 998,161 | 12,968,719 | 12,535,394 | |||||||||||||||
| Depreciation (1) |
(19,849,598 | ) | (3,086,201 | ) | (2,589,506 | ) | (25,525,305 | ) | — | |||||||||||
| Interest expense |
— | — | — | — | 7,129,251 | |||||||||||||||
| Payments |
— | — | — | — | (30,544,750 | ) | ||||||||||||||
| Translation adjustment |
(2,904,175 | ) | (689,558 | ) | (134,551 | ) | (3,728,284 | ) | (2,852,953 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at December 31, 2021 |
Ps. | 76,557,028 | Ps. | 9,936,705 | Ps. | 3,878,660 | Ps. | 90,372,393 | Ps. | 98,654,225 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Discontinued operations |
| Right-of-use assets | Liability related to right-of-use of assets |
|||||||||||||||||||
| Towers & Sites | Property | Other equipment |
Total | |||||||||||||||||
| As of January 1, 2022 |
Ps. | 76,557,028 | Ps. | 9,936,705 | Ps. | 3,878,660 | Ps. | 90,372,393 | Ps. | 98,654,225 | ||||||||||
| Additions and release (1) |
42,958,221 | 574,801 | 5,463,706 | 48,996,728 | 44,134,101 | |||||||||||||||
| Business combinations |
4,247,042 | 318 | 5,413 | 4,252,773 | 9,129,255 | |||||||||||||||
| Modifications |
11,859,492 | 3,584,607 | 1,790,905 | 17,235,004 | 19,038,741 | |||||||||||||||
| Depreciation |
(22,858,868 | ) | (3,369,095 | ) | (2,756,898 | ) | (28,984,861 | ) | — | |||||||||||
| Interest expense |
— | — | — | — | 8,903,397 | |||||||||||||||
| Payments |
— | — | — | — | (33,823,287 | ) | ||||||||||||||
| Disposals (2) |
(696,904 | ) | (88,303 | ) | (36,694 | ) | (821,901 | ) | (1,044,480 | ) | ||||||||||
| Transfers (3) |
(165,779 | ) | (126,763 | ) | (112,301 | ) | (404,843 | ) | (438,571 | ) | ||||||||||
| Translation adjustment |
(5,680,583 | ) | (1,289,832 | ) | (1,800,782 | ) | (8,771,197 | ) | (10,404,570 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at December 31, 2022 |
Ps. | 106,219,649 | Ps. | 9,222,438 | Ps. | 6,432,009 | Ps. | 121,874,096 | Ps. | 134,148,811 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | The increase as compared to the previous year, was due to rights of use and their corresponding liability with Sitios Latam, resulting from the spin-off occurred in August 2022. |
| (2) | Disposals includes the Panama disposal. See Note 2Ac. |
| (3) | Transfers includes the ClaroVTR joint venture. See Note 12b. |
| Right-of-use assets | Liability related to right-of-use of assets |
|||||||||||||||||||
| Towers & Sites | Property | Other equipment |
Total | |||||||||||||||||
| As of January 1, 2023 |
Ps.106,219,649 |
Ps.9,222,438 |
Ps.6,432,009 |
Ps.121,874,096 |
Ps.134,148,811 |
|||||||||||||||
| Additions and release |
14,744,304 |
464,791 |
146,515 |
15,355,610 |
12,244,019 |
|||||||||||||||
| Modifications |
25,773,865 |
1,430,795 |
(3,397,274 |
) |
23,807,386 |
39,109,007 |
||||||||||||||
| Depreciation |
(26,763,563 |
) |
(3,122,468 |
) |
(1,953,019 |
) |
(31,839,050 |
) |
— |
|||||||||||
| Interest expense |
— |
— |
— |
— |
10,648,584 |
|||||||||||||||
| Payments |
— |
— |
— |
— |
(39,498,197 |
) | ||||||||||||||
| Translation adjustment |
(13,391,742 |
) |
(1,358,124 |
) |
(879,856 |
) |
(15,629,722 |
) |
(31,483,068 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance at December 31, 2023 |
Ps.106,582,513 |
Ps.6,637,432 |
Ps.348,375 |
Ps.113,568,320 |
Ps.125,169,156 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
F-6
8
At December 31, 2022 and 2023, the total of the right-of-use assets include an amount of Ps. 64,582,841 and Ps. 59,820,924 corresponding to related parties, respectively and the total of lease liabilities include an amount of Ps. 65,686,036 and Ps. 61,881,679 corresponding to related parties, respectively. As of December 31, 2022 and 2023, net non-cash acquisitions of leases amounted to Ps. 4,862,627 and Ps. 3,111,591.
The lease debt of the Company is integrated according to its maturities as follows:
| 2022 | 2023 |
|||||||
| Short term |
Ps.32,902,237 | Ps. |
24,375,010 |
|||||
| Long term |
101,246,574 | 100,794,146 |
||||||
| |
|
|
|
|||||
| Total |
Ps.134,148,811 | Ps. |
125,169,156 |
|||||
| |
|
|
|
|||||
The Company’s right of use liability maturities as of December 31, 2023 are as follows:
| Year ended December 31, |
||||
| 2025 |
Ps. |
7,511,403 |
||
| 2026 |
12,110,866 |
|||
| 2027 |
20,149,439 |
|||
| 2028 |
14,118,209 |
|||
| 2029 |
14,496,822 |
|||
| 2030 and thereafter |
32,407,407 |
|||
| |
|
|||
| Total |
Ps. |
100,794,146 |
||
| |
|
|||
During the years ended December 31, 2021, 2022 and 2023, the Company recognized expenses as follows:
| 2021 | ||||||||||||
| Others | Related parties | Total | ||||||||||
| Depreciation expense of right-of-use assets (1) |
Ps. | 19,932,317 | Ps. | 5,592,988 | Ps. | 25,525,305 | ||||||
| Interest expense on lease liabilities (1) |
6,212,774 | 916,477 | 7,129,251 | |||||||||
| Expense relating to short-term leases |
29,833 | — | 29,833 | |||||||||
| Expense relating to leases of low-value assets |
685 | — | 685 | |||||||||
| Variable lease payments |
68,236 | — | 68,236 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | 26,243,845 | Ps. | 6,509,465 | Ps. | 32,753,310 | ||||||
| |
|
|
|
|
|
|||||||
| (1) | Discontinued operations |
| 2022 | ||||||||||||
| Others | Related parties | Total | ||||||||||
| Depreciation expense of right-of-use assets |
Ps. | 18,095,871 | Ps. | 10,888,990 | Ps. | 28,984,861 | ||||||
| Interest expense on lease liabilities |
6,395,988 | 2,507,409 | 8,903,397 | |||||||||
| Expense relating to short-term leases |
24,234 | — | 24,234 | |||||||||
| Expense relating to leases of low-value assets |
886 | — | 886 | |||||||||
| Variable lease payments |
65,520 | — | 65,520 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | 24,582,499 | Ps. | 13,396,399 | Ps. | 37,978,898 | ||||||
| |
|
|
|
|
|
|||||||
F-6
9
2023 |
||||||||||||
Others |
Related parties |
Total |
||||||||||
| Depreciation expense of right-of-use assets |
Ps. |
15,530,686 |
Ps. |
16,308,364 |
Ps. |
31,839,050 |
||||||
| Interest expense on lease liabilities |
5,316,141 |
5,332,443 |
10,648,584 |
|||||||||
| Expense relating to short-term leases |
23,295 |
— |
23,295 |
|||||||||
| Expense relating to leases of low-value assets |
1,749 |
— |
1,749 |
|||||||||
| Variable lease payments |
67,927 |
— |
67,927 |
|||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. |
20,939,798 |
Ps. |
21,640,807 |
Ps. |
42,580,605 |
||||||
| |
|
|
|
|
|
|||||||
Note 16. Accounts payable, accrued liabilities and asset retirement obligations
a)
At December 31, |
||||||||
| 2022 | 2023 |
|||||||
| Suppliers |
Ps. | 69,238,025 | Ps. |
63,235,934 |
||||
| Sundry creditors |
95,270,108 | 88,637,103 |
||||||
| Interest payable |
6,671,247 | 6,616,584 |
||||||
| Guarantee deposits from customers |
833,424 | 1,455,109 |
||||||
| Dividends payable |
2,459,965 | 2,152,686 |
||||||
| |
|
|
|
|||||
| Total |
Ps. | 174,472,769 | Ps. |
162,097,416 |
||||
| |
|
|
|
|||||
b)
At December 31, |
||||||||
| 2022 | 2023 |
|||||||
| Current liabilities |
||||||||
| Direct employee benefits payable |
Ps. | 20,964,474 | Ps. |
20,858,965 |
||||
| Provisions |
35,850,857 | 34,355,359 |
||||||
| |
|
|
|
|||||
| Total |
Ps. | 56,815,331 | Ps. |
55,214,324 |
||||
| |
|
|
|
|||||
The movements in contingencies for the years ended December 31, 2022 and 2023 are as follows:
Balance at December 31, 2022 |
Effect of translation |
Increase of the year |
Applications |
Balance at December 31, 2023 |
||||||||||||||||||||
Payments |
Reversals |
|||||||||||||||||||||||
| Contingencies |
Ps. |
35,850,857 |
Ps. |
(1,738,359 |
) |
Ps. |
7,361,456 |
Ps.(5,642,088) |
Ps.(1,476,507) |
Ps. |
34,355,359 |
|||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Provisions and contingencies include tax, labor, regulatory and other legal type contingencies. See Note 17 b) for detail of contingencies.
F-
70
c)
| Balance at December 31, 2021 |
Business combination |
Spin-off effect (2) |
Effect of translation |
Increase of the year |
Applications | Balance at December 31, 2022 |
||||||||||||||||||||||||||
| Payments | Reversals (1) |
|||||||||||||||||||||||||||||||
| Asset retirement obligations |
Ps. | 16,752,223 | Ps. | 156,578 | Ps.(4,257,531) | Ps.(1,138,217) | Ps.350,802 | Ps.(201,523) | Ps.(862,335) | Ps.10,799,997 | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| (1) | Reversals includes the sale of Claro Panama and Claro Chile disposal. See Note 12b. |
| (2) | See Note 12d. |
Balance at December 31, 2022 |
Effect of translation |
Increase of the year |
Applications |
Balance at December 31, 2023 |
||||||||||||||||||||
Payments |
Reversals |
|||||||||||||||||||||||
| Asset retirement obligations |
Ps. |
10,799,997 |
Ps. |
(1,722,035 |
) |
Ps. |
1,425,391 |
Ps. |
(175,163 |
) |
Ps. |
(210,262 |
) |
Ps. |
10,117,928 |
|||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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.
Note 17. Commitments and Contingencies
a) Commitments
The Company and its subsidiaries have commitments that mature on different dates, related to committed capital expenditures.
As of December 31, 2023, the total amounts equivalent to the contract period are detailed below:
| Year ended December 31, |
||||
| 2024 |
Ps.1,144,381 |
|||
| 2025 |
10,139,691 |
|||
| 2026 |
4,174,446 |
|||
| 2027 |
5,379,609 |
|||
| 2028 and 2029 |
16,306,828 |
|||
| 2030 and thereafter |
27,706,549 |
|||
| |
|
|||
| Total |
Ps.64,851,504 |
|||
| |
|
|||
b) Provisions and Contingencies
Contingencies
In each of the countries in which we operate, we are party to legal proceedings in the ordinary course of business. These proceedings include tax, labor, antitrust, contractual matters and administrative and judicial proceedings concerning regulatory matters regarding interconnection and tariffs. The following is a description of our material legal proceedings.
(1) 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 interconnection fees for the years 2018—2024, Telcel has challenged the applicable resolutions and final resolutions are pending.
F-
71
Given that the “zero rate” that prevented Telcel from charging termination rates in its mobile network was held unconstitutional by the Supreme Court (Suprema Corte de Justicia de la Nación or “SCJN”), the IFT has determined asymmetric interconnection rates for the termination of traffic in Telcel’s and other operators’ networks for 2018, 2019, 2020, 2021, 2022, 2023 and 2024. 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. The Company cannot predict when or how these disputes will be resolved or the financial effects of any such resolutions.
(2) Telcel Class Action Lawsuit
A class action lawsuit was filed against Telcel by customers allegedly affected by Telcel’s quality of service and wireless and broadband rates continues in process. At this stage, the Company cannot assess whether this class action lawsuit could have an adverse effect on the Company’s business and results of operations in the event that it is resolved against Telcel, due to uncertainty about the factual and legal claims underlying this proceeding. Consequently, the Company has not established a provision in the accompanying consolidated financial statements for an eventual loss arising from this proceeding.
(3) IFT Proceedings Against Telmex
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 dedicated link services. Telmex obtained a favorable resolution in the first instance and the appeal filed by the IFT is pending resolution.
(4) Brazilian Tax Matters
As of December 31, 2023, certain Company’s Brazilian subsidiaries had aggregate tax contingencies of Ps.123,637,128 (R$35,431,641) for which the Company has established provisions of Ps. 20,725,637 (R$ 5,939,505) in the accompanying consolidated financial statements for eventual losses arising from contingencies that the Company considers probable. The most significant matters for which provisions have been established are:
| • | Ps. 39,637,229 (R$11,359,145) aggregate contingencies and Ps. 5,314,821 (R$1,523,109) provisions related to value-added tax (Imposto sobre a Circulação de Mercadorias e Prestação de Serviços or “ICMS”) assessments; |
| • | Ps. 5,962,223 (R$1,708,640) aggregate contingencies and Ps. 3,502,153 (R$1,003,639) provisions related to social contribution on net income (Contribuição Social sobre o Lucro Líquido or “CSLL”) and corporate income tax (Imposto de Renda sobre Pessoa Jurídica or “IRPJ”) assessments; |
| • | Ps. 17,376,221 (R$4,979,637) aggregate contingencies and Ps. 5,749,593 (R$1,647,705) provisions related to the social integration program (Programa de Integração Social or “PIS”) and the contribution for social security financing (Contribuição para o Financiamento da Seguridade Social or “COFINS”) assessments; |
| • | Ps. 5,965,336 (R$1,709,532) aggregate contingencies and Ps.135,398 (R$38,802) provisions related to offset’s rejections of tax credits related to Income Tax (Imposto de Renda Pessoa Jurídica o “IRPJ”) and Social Contributions over Profits (Contribuição Social sobre o Lucro Líquido o “CSLL”), arising from non-appealable judicial resolutions, mainly; |
| • | Ps. 13,754,400 (R$3,941,704) aggregate contingencies and Ps.1,443,933 (R$413,799) provisions mainly related to an allegedly improper exclusion of interconnection revenues and costs from the basis used to calculate Fund for Universal Telecommunication Services (Fundo de Universalização dos Serviços de Telecomunicações or “FUST”) obligations, which are being contested; |
F-7
2
| • | Ps. 6,230,607 (R$1,785,553) aggregate contingencies and Ps. 450 (R$129) provisions related to an alleged underpayment of obligations to the Telecommunications Technology Development Fund (Fundo para o Desenvolvimento Tecnológico das Telecomunicações or “FUNTTEL”), which are being challenged and for which a final resolution is pending; |
| • | Ps. 2,139,175 (R$613,040) aggregate contingencies and Ps. 45,304 (R$12,983) provisions related to the alleged nonpayment of Services Tax (Imposto Sobre Serviços or “ISS”) over several communication services, including Pay TV services, considered taxable for ISS by the Municipal Revenue Services, which are being challenged and for which a final resolution is pending; |
| • | Ps. 4,757,143 (R$1,363,291) aggregate contingencies and Ps. 134,229 (R$38,467) provisions arising from, among other, things the alleged underpayment of IRRF and CIDE taxes and on remittances made to foreign operators as remuneration for completing international calls abroad (outgoing traffic); and |
| • | Ps. 4,431,497 (R$1,269,968) aggregate contingencies and Ps. 4,106,726 (R$1,176,896) provisions related to the requirement to contribute to the Promotion of Public Radio Broadcasting (“EBC”). |
In addition, the Company’s Brazilian subsidiaries are subject to a number of contingencies for which it has not established provisions in the accompanying consolidated financial statements because the Company does not consider the potential losses related to these contingencies to be probable. These include Ps. 21,754,988 (R$6,234,494) related to an unpaid installation inspection rate (Taxa de Fiscalização de Instalação or “TFI”) allegedly due to the renovation of radio base stations, which is being challenged on the basis that there was no new equipment installation that could have led to this charge, along with any unpaid functioning inspection rate (Taxa de Fiscalização de Funcionamento or “TFF”).
(5) Anatel Challenge to Inflation 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 S.A. 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 filed declaratory and consignment actions seeking the resolution of the disputes and have obtained injunctions from the Federal Court of Appeal suspending any payment until the pending appeals are resolved. After certain unfavorable resolutions issued by the Federal Court of Appeals to the appeals filed by such companies, new appeals have been filed before the Superior Court of Appeals for which definitive resolutions are pending.
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 2022, Anatel calculated the monetary correction in a total amount of Ps. 14,579,000 (R$4,178,000). As of December 31, 2023, the Company has established a provision of Ps. 5,203,092 (R$1,491,090) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.
F-7
3
Note 18. Employee Benefits
An analysis of the net liability and net period cost for employee benefits is as follows:
At December 31, |
||||||||
| 2022 | 2023 |
|||||||
| Mexico |
Ps. | 112,031,055 | Ps. |
119,265,063 |
||||
| Puerto Rico |
8,859,265 | 7,227,422 |
||||||
| Brazil |
6,303,584 | 7,401,235 |
||||||
| Europe |
9,971,256 | 8,919,884 |
||||||
| Ecuador |
519,239 | 479,762 |
||||||
| El Salvador |
135,299 | 113,508 |
||||||
| Nicaragua |
62,327 | 53,974 |
||||||
| Honduras |
41,292 | 55,295 |
||||||
| |
|
|
|
|||||
| Total |
Ps. | 137,923,317 | Ps. |
143,516,143 |
||||
| |
|
|
|
|||||
For the year ended December 31, |
||||||||||||
| 2021 | 2022 | 2023 |
||||||||||
| Mexico |
Ps. | 15,507,652 | Ps. | 13,673,155 | Ps. |
14,601,940 |
||||||
| Puerto Rico |
548,550 | 538,681 | 170,389 |
|||||||||
| Brazil |
724,587 | 587,552 | 369,624 |
|||||||||
| Europe |
1,753,872 | 1,176,028 | 1,750,101 |
|||||||||
| Ecuador |
111,353 | (29,743 | ) | 40,498 |
||||||||
| El Salvador |
19,081 | 14,384 | 15,190 |
|||||||||
| Nicaragua |
18,561 | 11,502 | 10,937 |
|||||||||
| Honduras |
4,718 | 7,593 | 13,257 |
|||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | 18,688,374 | Ps. | 15,979,152 | Ps. |
16,971,936 |
||||||
| |
|
|
|
|
|
|||||||
a) Defined Benefit Plans
The defined benefit obligation (DBO) and plan assets for the pension and other benefit obligation plans, by country, are as follows:
F-7
4
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, 2021, 2022 and 2023:
| At December 31, 2021 | ||||||||||||||||
| DBO | Plan Assets | Effect of asset ceiling |
Net employee benefit liability |
|||||||||||||
| Balance at the beginning of the year |
Ps. | 343,003,240 | Ps. | (191,549,583 | ) | Ps. | 3,393,640 | Ps. | 154,847,297 | |||||||
| Current service cost |
2,090,896 | 2,090,896 | ||||||||||||||
| Interest cost on projected benefit obligation |
28,913,257 | 28,913,257 | ||||||||||||||
| Expected return on plan assets |
(15,112,669 | ) | (15,112,669 | ) | ||||||||||||
| Changes in the asset ceiling during the period and others |
215,544 | 215,544 | ||||||||||||||
| Past service costs and other |
139,910 | 139,910 | ||||||||||||||
| Actuarial gain for changes in experience |
(23,024 | ) | (23,024 | ) | ||||||||||||
| Actuarial gain from changes in demographic assumptions |
(48 | ) | (48 | ) | ||||||||||||
| Actuarial gain from changes in financial assumptions |
(6,907 | ) | (6,907 | ) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net period cost |
Ps. | 30,974,174 | Ps. | (14,972,759 | ) | Ps. | 215,544 | Ps. | 16,216,959 | |||||||
| Actuarial loss for changes in experience |
10,728,950 | 10,728,950 | ||||||||||||||
| Actuarial gain from changes in demographic assumptions |
(104,568 | ) | (104,568 | ) | ||||||||||||
| Actuarial gain from changes in financial assumptions |
(4,099,321 | ) | (4,099,321 | ) | ||||||||||||
| Changes in the asset ceiling during the period and others |
969,433 | 969,433 | ||||||||||||||
| Return on plan assets greater than discount rate (shortfall) |
(22,198,615 | ) | (22,198,615 | ) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Recognized in other comprehensive income |
Ps. | 6,525,061 | Ps. | (22,198,615 | ) | Ps. | 969,433 | Ps. | (14,704,121 | ) | ||||||
| Contributions made by plan participants |
99,201 | (99,201 | ) | — | ||||||||||||
| Contributions to the pension plan made by the Company |
311,108 | 311,108 | ||||||||||||||
| Benefits paid |
(10,574,420 | ) | 10,348,544 | (225,876 | ) | |||||||||||
| Payments to employees |
(25,042,314 | ) | (25,042,314 | ) | ||||||||||||
| Effect of translation |
330,770 | (166,676 | ) | (156,158 | ) | 7,936 | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Others |
Ps. | (35,186,763 | ) | Ps. | 10,393,775 | Ps. | (156,158 | ) | Ps. | (24,949,146 | ) | |||||
| Balance at the end of the year |
345,315,712 | (218,327,182 | ) | 4,422,459 | 131,410,989 | |||||||||||
| Less short-term portion |
(236,304 | ) | (236,304 | ) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-current obligation |
Ps. | 345,079,408 | Ps. | (218,327,182 | ) | Ps. | 4,422,459 | Ps. | 131,174,685 | |||||||
| |
|
|
|
|
|
|
|
|||||||||
F-7
5
| At December 31, 2022 | ||||||||||||||||
| DBO | Plan Assets | Effect of asset ceiling |
Net employee benefit liability |
|||||||||||||
| Balance at the beginning of the year |
Ps. | 345,315,712 | Ps. | (218,327,182 | ) | Ps. | 4,422,459 | Ps. | 131,410,989 | |||||||
| Current service cost |
1,534,180 | — | — | 1,534,180 | ||||||||||||
| Interest cost on projected benefit obligation |
30,565,134 | — | — | 30,565,134 | ||||||||||||
| Expected return on plan assets |
— | (18,819,322 | ) | — | (18,819,322 | ) | ||||||||||
| Changes in the asset ceiling during the period and others |
— | — | 398,399 | 398,399 | ||||||||||||
| Past service costs and other |
— | 142,911 | — | 142,911 | ||||||||||||
| Actuarial gain for changes in experience |
(43,603 | ) | — | — | (43,603 | ) | ||||||||||
| Actuarial gain from changes in demographic assumptions |
(64 | ) | — | — | (64 | ) | ||||||||||
| Actuarial gain from changes in financial assumptions |
(88,990 | ) | — | — | (88,990 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net period cost |
Ps. | 31,966,657 | Ps. | (18,676,411 | ) | Ps. | 398,399 | Ps. | 13,688,645 | |||||||
| Actuarial loss for changes in experience |
2,747,706 | — | — | 2,747,706 | ||||||||||||
| Actuarial loss from changes in demographic assumptions |
55,037 | — | — | 55,037 | ||||||||||||
| Actuarial gain from changes in financial assumptions |
(9,838,708 | ) | — | — | (9,838,708 | ) | ||||||||||
| Changes in the asset ceiling during the period and others |
— | — | 1,283,501 | 1,283,501 | ||||||||||||
| Return on plan assets greater than discount rate (shortfall) |
— | 13,719,181 | — | 13,719,181 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Recognized in other comprehensive income |
Ps. | (7,035,965 | ) | Ps. | 13,719,181 | Ps. | 1,283,501 | Ps. | 7,966,717 | |||||||
| Contributions made by plan participants |
78,642 | (78,642 | ) | — | — | |||||||||||
| Contributions to the pension plan made by the Company |
— | 516,280 | — | 516,280 | ||||||||||||
| Benefits paid |
(13,502,781 | ) | 13,221,202 | — | (281,579 | ) | ||||||||||
| Payments to employees |
(23,753,735 | ) | — | — | (23,753,735 | ) | ||||||||||
| Plan changes |
12,461 | — | — | 12,461 | ||||||||||||
| Effect of translation |
(2,218,050 | ) | 1,098,953 | (40,290 | ) | (1,159,387 | ) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Others |
Ps. | (39,383,463 | ) | Ps. | 14,757,793 | Ps. | (40,290 | ) | Ps. | (24,665,960 | ) | |||||
| Balance at the end of the year |
330,862,941 | (208,526,619 | ) | 6,064,069 | 128,400,391 | |||||||||||
| Less short-term portion |
(275,209 | ) | — | (275,209 | ) | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-current obligation |
Ps. | 330,587,732 | Ps. | (208,526,619 | ) | Ps. | 6,064,069 | Ps. | 128,125,182 | |||||||
| |
|
|
|
|
|
|
|
|||||||||
F-7
6
At December 31, 2023 |
||||||||||||||||
DBO |
Plan Assets |
Effect of asset ceiling |
Net employee benefit liability |
|||||||||||||
| Balance at the beginning of the year |
Ps. |
330,862,941 |
Ps. |
(208,526,619 |
) |
Ps. |
6,064,069 |
Ps. |
128,400,391 |
|||||||
| Current service cost |
2,044,102 |
— |
— |
2,044,102 |
||||||||||||
| Interest cost on projected benefit obligation |
33,203,706 |
— |
— |
33,203,706 |
||||||||||||
| Expected return on plan assets |
— |
(20,251,931 |
) |
— |
(20,251,931 |
) | ||||||||||
| Changes in the asset ceiling during the period and others |
— |
— |
585,667 |
585,667 |
||||||||||||
| Past service costs and other |
(322,700 |
) |
145,646 |
— |
(177,054 |
) | ||||||||||
| Actuarial gain for changes in experience |
(20,645 |
) |
— |
— |
(20,645 |
) | ||||||||||
| Actuarial loss from changes in demographic assumptions |
134 |
— |
— |
134 |
||||||||||||
| Actuarial loss from changes in financial assumptions |
30,958 |
— |
— |
30,958 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net period cost |
Ps. |
34,935,555 |
Ps. |
(20,106,285 |
) |
Ps. |
585,667 |
Ps. |
15,414,937 |
|||||||
| Actuarial loss for changes in experience |
10,632,144 |
— |
— |
10,632,144 |
||||||||||||
| Actuarial gain from changes in demographic assumptions |
(430,315 |
) |
— |
— |
(430,315 |
) | ||||||||||
| Actuarial loss from changes in financial assumptions |
1,900,436 |
— |
— |
1,900,436 |
||||||||||||
| Changes in the asset ceiling during the period and others |
— |
— |
(2,247,990 |
) |
(2,247,990 |
) | ||||||||||
| Return on plan assets greater than discount rate (shortfall) |
— |
(6,210,593 |
) |
— |
(6,210,593 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Recognized in other comprehensive income |
Ps. |
12,102,265 |
Ps. |
(6,210,593 |
) |
Ps. |
(2,247,990 |
) |
Ps. |
3,643,682 |
||||||
| Contributions made by plan participants |
45,404 |
(45,404 |
) |
— |
— |
|||||||||||
| Contributions to the pension plan made by the Company |
— |
(10,853 |
) |
— |
(10,853 |
) | ||||||||||
| Benefits paid |
(27,844,968 |
) |
27,547,809 |
— |
(297,159 |
) | ||||||||||
| Payments to employees |
(10,868,600 |
) |
— |
— |
(10,868,600 |
) | ||||||||||
| Plan changes |
(29,383 |
) |
— |
(29,383 |
) | |||||||||||
| Effect of translation |
(4,745,061 |
) |
3,259,358 |
(346,706 |
) |
(1,832,409 |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Others |
Ps. |
(43,442,608 |
) |
Ps. |
30,750,910 |
Ps. |
(346,706 |
) |
Ps. |
(13,038,404 |
) | |||||
| Balance at the end of the year |
334,458,153 |
(204,092,587 |
) |
4,055,040 |
134,420,606 |
|||||||||||
| Less short-term portion |
(232,102 |
) |
— |
— |
(232,102 |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-current obligation |
Ps. |
334,226,051 |
Ps. |
(204,092,587 |
) |
Ps. |
4,055,040 |
Ps. |
134,188,504 |
|||||||
| |
|
|
|
|
|
|
|
|||||||||
In the case of other subsidiaries in Mexico, the net period cost of other employee benefits for the years ended December 31, 2021, 2022 and 2023 was Ps. 267,728, Ps. 126,735 and Ps.120,843, respectively. The balance of other employee benefits at December 31, 2022 and 2023 was Ps. 1,070,177 and Ps. 978,851 respectively.
In the case of Brazil, the net period cost of other benefits for the years ended December 31, 2021, 2022 and 2023 was Ps. 225,984, Ps. 166,503 and Ps. 82,870, respectively. The balance of employee benefits at December 31, 2022 and 2023 was Ps. 1,428,547 and Ps. 1,790,094, respectively.
In the case of Ecuador, the net period cost of other benefits for the years ended December 31, 2021, 2022 and 2023 was Ps. 111,353, Ps. (29,743) and Ps. 40,498, respectively. The balance of employee benefits at December 31, 2022 and 2023 was Ps. 519,239 and Ps. 479,762, respectively.
F-7
7
In the case of Central America, the net period cost of other benefits for the years ended December 31, 2022 and 2023 was Ps. 33,479 and Ps. 39,384, respectively. The balance of employee benefits at December 31, 2022 and 2023 was Ps. 238,918 and Ps. 222,777, respectively.
Plan assets are invested in:
At December 31
| 2022 | 2023 |
|||||||||||||||||||||||
| Puerto Rico | Brazil | Mexico | Puerto Rico |
Brazil |
Mexico |
|||||||||||||||||||
| Equity instruments |
40 | % | — | 74 | % | 42 |
% |
— |
76 |
% | ||||||||||||||
| Debt instruments |
24 | % | 92 | % | 26 | % | 23 |
% |
91 |
% |
24 |
% | ||||||||||||
| Others |
36 | % | 8 | % | — | 35 |
% |
9 |
% |
— |
||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 100 | % | 100 | % | 100 | % | 100 |
% |
100 |
% |
100 |
% | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Included in the Telmex’s net pension plan liability are plan assets of Ps. 174,814,669 and Ps. 175,265,188 as of December 31, 2022 and 2023, respectively, of which 44.2% and 49.3% during 2022 and 2023, 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. 11,590,623 and Ps. 3,396,589 during 2022 and 2023, respectively, attributable to a change in actuarial assumptions, and also an increase and a decrease in the fair value of plan investments from December 31, 2022 to December 31, 2023. The increase and decrease in fair value of the aforementioned related party pension plan investments approximated Ps. 9,806,143 and Ps. (6,965,748) during the years ended December 31, 2022 and 2023, respectively.
The assumptions used in determining the net period cost were as follows:
| 2021 | 2022 | 2023 | ||||||||||||||||||||||||||||||||||||
| Puerto Rico |
Brazil | Mexico | Europe | Puerto Rico |
Brazil | Mexico | Europe | Puerto Rico |
Brazil |
Mexico |
Europe | |||||||||||||||||||||||||||
| Discount rate and long- term rate return |
0.25%, | |||||||||||||||||||||||||||||||||||||
| 8.51% & | 0.75% & |
10.11% & |
|
9.050% & |
|
|||||||||||||||||||||||||||||||||
| |
2.75 |
% |
8.67% |
|
10.4 |
% |
1.00% |
|
5.42 |
% |
10.05% |
|
11.5 |
% |
3.75% |
|
5.13 |
% |
|
9.20% |
|
|
11.65 |
% |
3.25% | |||||||||||||
| Rate of future salary increases |
3.00%, | 4.5%, | 6.0% | |||||||||||||||||||||||||||||||||||
| 3.40% & |
5.3% & | & | ||||||||||||||||||||||||||||||||||||
| 2.75% | 3.25% | 2.80% | 4.00% | 2.75% | 3.50% | 2.8% | 3.4%, 4.6% | 2.00% |
3.50% |
2.8% |
3.6%5.4% | |||||||||||||||||||||||||||
| Percentage of increase in health care costs for the coming year |
2.72% | 9.44% | 5.44% | 9.71% | 5.13% |
9.71% |
||||||||||||||||||||||||||||||||
| Year to which this level will be maintained |
N/A | 2030 | NA | 2031 | NA |
2032 |
||||||||||||||||||||||||||||||||
| Rate of increase of pensions |
1.60% | 1.90% | 2.50% | |||||||||||||||||||||||||||||||||||
| Employee turnover rate* |
0.00% 1.12% |
0.00% 1.03% |
0.00%- 0.91% | |||||||||||||||||||||||||||||||||||
| * | Depending on years of service |
F-7
8
Biometric
| Puerto Rico: | ||
| Mortality: | RPI 2012, MSS 2022 Tables. | |
| 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 | |
Europe
Life expectancy in Austria is base on “AVÖ 2018-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, 2023, the Company conducted a sensitivity analysis on the most significant variables that affect the DBO liability, simulating independently, reasonable changes to roughly 100 basis points in each of these variables. The increase (decrease) in the DBO pension and other benefits liability at December 31, 2023 are as follows:
-100 points |
+100 points |
|||||||
| Discount rate |
Ps. | 24,649,189 | Ps. | (21,708,327 | ) | |||
| Health care cost trend rat |
Ps. | (432,588 | ) | Ps. | 495,862 | |||
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 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.
Europe
Defined benefit pension plans
A1 Telekom Austria Group provides defined benefits for certain former employees in Austria. All eligible 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. A1 Telekom Austria Group is exposed primarily to the risk of development of life expectancy and inflation because the benefits from pension plans are lifetime benefits. Furthermore, the obligation for pensions relate to the employees of the company Akenes in Lausanne are included.
F-7
9
Service awards
Civil servants and certain employees (in the following “employees”) are eligible to receive service awards. In accordance with the legal regulations, 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 also eligible to receive the service award of four monthly salaries. The obligation is accrued over the period of service, taking into account the employee turnover rate for employees who leave employment prematurely. The main risk that A1 Telekom Austria Group is exposed to is the risk of development of salary increases and changes of interest rates.
Severance
Defined contribution plans
Employees who started work for A1 Telekom Austria Group in Austria on or after January 1, 2003 are covered by a defined contribution plan. In 2023, A1 Telekom Austria Group paid Ps. 74,994 (2022: Ps. 66,700), 1.53% of the salary or wage, into this defined contribution plan (BAWAG Allianz Mitarbeitervorsorgekasse AG).
Defined benefit plans
Severance benefit obligations for employees, whose employment commenced before January 1, 2003, excluding civil servants, are covered by defined benefit plans. Upon termination of employment by A1 Telekom Austria Group or upon retirement, eligible employees receive severance payments. Depending on their time in service, their severance amounts to a multiple of their monthly basic compensation plus variable components such as overtime or bonuses, up to a maximum of twelve monthly salaries. In case of death, the heirs of eligible employees receive 50% of the severance benefits. The primary risks to A1 Telekom Austria Group are salary increases and changes of interest rates.
b) Defined Contribution Plans
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 1% 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.
At December 31, 2022 and 2023, the balance of the DCP liability was Ps. 34,775 and Ps. 320,904 respectively. For the years ended December 31, 2021, 2022 and 2023 the cost of labor were Ps. 61,649, Ps. 5,021 and Ps. 3,846, 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% of gross salaries that A1 Telekom Austria Group made in 2023 to the social security system and the government in Austria amount to Ps. 1,105,037, (2022: Ps. 1,272,331). In 2023, contributions of the foreign subsidiaries into the respective systems range between 7% and 28% of gross salaries and amount to Ps. 560,777, (2022: Ps. 597,710).
Additionally, A1 Telekom Austria Group offers a defined contribution plan for employees of some of its Austrian subsidiaries. A1 Telekom Austria Group’s contributions to this plan are based on a percentage of the compensation not exceeding 5%. In 2023, the annual expenses for this plan amounted to Ps. 199,345, (2022: Ps. 252,980).
F-
80
As of December 31, 2022 and 2023, the liability related to this defined contribution plan amounted to Ps. 55,937 and Ps. 56,692, 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.
c) Long-term direct employee benefits
| Balance at December 31, 2021 |
Effect of translation |
Increase of the year |
Payments | Balance at December 31, 2022 |
||||||||||||||||
| Long-term direct employee benefits |
Ps.7,925,846 | Ps.(879,484) | Ps.1,376,566 | Ps.(2,019,176) | Ps.6,403,752 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2022 |
Effect of translation |
Increase of the year |
Payments |
Balance at December 31, 2023 |
||||||||||||||||
| Long-term direct employee benefits |
Ps.6,403,752 |
Ps.(647,033) |
Ps.1,608,275 |
Ps.(1,975,199) |
Ps.5,389,795 |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
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 A1 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 employment will be terminated in a socially responsible way. In 2009 and every year from 2011 to 2020, new social plans were initiated that 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.
F-
81
Note 19. 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, 2022 and 2023:
| December 31, 2022 | ||||||||||||
| 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 (Note 4) |
Ps. | — | Ps. | — | Ps. | 88,428,111 | ||||||
| Accounts receivable from subscribers, distributors, contractual assets and other (Note 5) |
161,201,512 | — | — | |||||||||
| Related parties (Note 6) |
2,287,213 | — | — | |||||||||
| Derivative financial instruments (Note 7) |
— | 2,602,680 | — | |||||||||
| |
|
|
|
|
|
|||||||
| Total current assets |
163,488,725 | 2,602,680 | 88,428,111 | |||||||||
| |
|
|
|
|
|
|||||||
| Non-current assets |
||||||||||||
| Debt instruments at fair value through OCI |
— | — | 6,981,149 | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | 163,488,725 | Ps. | 2,602,680 | Ps. | 95,409,260 | ||||||
| |
|
|
|
|
|
|||||||
| Financial Liabilities: |
||||||||||||
| Debt (Note 14) |
Ps. | 510,589,480 | Ps. | — | Ps. | — | ||||||
| Liability related to right-of-use of assets (Note 15) |
134,148,811 | — | — | |||||||||
| Accounts payable (Note 16) |
174,472,769 | — | — | |||||||||
| Related parties (Note 6) |
7,224,218 | — | — | |||||||||
| Derivative financial instruments (Note 7) |
— | 25,331,346 | — | |||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | 826,435,278 | Ps. | 25,331,346 | Ps. | — | ||||||
| |
|
|
|
|
|
|||||||
December 31, 2023 |
||||||||||||
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 (Note 4) |
Ps. |
3,523,883 |
Ps. |
— |
Ps. |
70,231,744 |
||||||
| Accounts receivable from subscribers, distributors, contractual assets and other (Note 5) |
158,700,738 |
— |
— |
|||||||||
| Related parties (Note 6) |
1,071,520 |
— |
— |
|||||||||
| Derivative financial instruments (Note 7) |
— |
1,446,034 |
— |
|||||||||
| |
|
|
|
|
|
|||||||
| Total current assets |
163,296,141 |
1,446,034 |
70,231,744 |
|||||||||
| |
|
|
|
|
|
|||||||
| Non-current assets |
||||||||||||
| Debt instruments at fair value through OCI |
— |
— |
14,914,412 |
|||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. |
163,296,141 |
Ps. |
1,446,034 |
Ps. |
85,146,156 |
||||||
| |
|
|
|
|
|
|||||||
| Financial Liabilities: |
||||||||||||
| Debt (Note 14) |
Ps. |
500,677,052 |
Ps. |
— |
Ps. |
— |
||||||
| Liability related to right-of-use of assets (Note 15) |
125,169,156 |
— |
— |
|||||||||
| Accounts payable (Note 16) |
162,097,416 |
— |
— |
|||||||||
| Related parties (Note 6) |
6,766,826 |
— |
— |
|||||||||
| Derivative financial instruments (Note 7) |
— |
17,896,379 |
— |
|||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. |
794,710,450 |
Ps. |
17,896,379 |
Ps. |
— |
||||||
| |
|
|
|
|
|
|||||||
F-8
2
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: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
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, 2022 and 2023 is as follows:
| Measurement of fair value at December 31, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: |
||||||||||||||||
| Equity investments at fair value through OCI and other short-term investments (Note 4) |
Ps. | 88,428,111 | Ps. | — | Ps. | — | Ps. | 88,428,111 | ||||||||
| Derivative financial instruments (Note 7) |
— | 2,602,680 | — | 2,602,680 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total current assets |
88,428,111 | 2,602,680 | — | 91,030,791 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Revalued of assets (Note 10) |
— | — | 38,353,719 | 38,353,719 | ||||||||||||
| Pension plan assets (Note 18) |
192,829,688 | 15,657,661 | 39,270 | 208,526,619 | ||||||||||||
| Debt instruments at fair value through OCI |
— | 6,981,149 | — | 6,981,149 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total non current assets |
192,829,688 | 22,638,810 | 38,392,989 | 253,861,487 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Ps. | 281,257,799 | Ps. | 25,241,490 | Ps. | 38,392,989 | Ps. | 344,892,278 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Debt |
Ps. | 371,709,395 | Ps. | 116,848,635 | Ps. | — | Ps. | 488,558,030 | ||||||||
| Liability related to right-of-use of assets |
134,148,811 | — | — | 134,148,811 | ||||||||||||
| Derivative financial instruments |
— | 25,331,346 | — | 25,331,346 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Ps. | 505,858,206 | Ps. | 142,179,981 | Ps. | — | Ps. | 648,038,187 | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
F-8
3
Measurement of fair value at December 31, 2023 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
| Assets: |
||||||||||||||||
| Equity investments at fair value through OCI and other short-term investments (Note 4) |
Ps. |
70,231,744 |
Ps. |
— |
Ps. |
3,523,883 |
Ps. |
73,755,627 |
||||||||
| Derivative financial instruments (Note 7) |
— |
1,446,034 |
— |
1,446,034 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total current assets |
70,231,744 |
1,446,034 |
3,523,883 |
75,201,661 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Revalued of assets (Note 10) |
— |
— |
9,239,279 |
9,239,279 |
||||||||||||
| Pension plan assets (Note 18) |
191,442,079 |
12,616,945 |
33,563 |
204,092,587 |
||||||||||||
| Debt instruments at fair value through OCI |
4,538,631 |
10,375,781 |
— |
14,914,412 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total non current assets |
195,980,710 |
22,992,726 |
9,272,842 |
228,246,278 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Ps. |
266,212,454 |
Ps. |
24,438,760 |
Ps. |
12,796,725 |
Ps. |
303,447,939 |
||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Liabilities: |
||||||||||||||||
| Debt |
Ps. |
382,310,932 |
Ps. |
107,730,819 |
Ps. |
— |
Ps. |
490,041,751 |
||||||||
| Liability related to right-of-use of assets |
125,169,156 |
— |
— |
125,169,156 |
||||||||||||
| Derivative financial instruments |
— |
17,896,379 |
— |
17,896,379 |
||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
Ps. |
507,480,088 |
Ps. |
125,627,198 |
Ps. |
— |
Ps. |
633,107,286 |
||||||||
| |
|
|
|
|
|
|
|
|||||||||
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 fair value of VTR bonds in AMX B.V. as debt instruments at fair value through OCI, were classified as Level 1 in order they are guaranteed with shares listed on the regulated market. The Company’s investment in equity investments at fair value, specifically the investment in KPN N.V. and Verizon, is valued using the quoted prices (unadjusted) in active markets for identical assets. The net realized loss related to derivative financial instruments for the years ended December 31, 2022 and 2023 was Ps. (2,353,920) and Ps. (9,420,419) respectively.
The fair value of the asset revaluation was calculated using valuation techniques, using observable market data and internal information on transactions carried out with independent third parties. To determine fair value we use level 2 and 3 information, the Company used inputs such as average rents, contract term and discount rates for discounted flow modeling techniques; in the case of discount rates, we use level 2 data where the information is public and is found in recognized databases, such as country risks, inflation, etc. In the case of average rents and contract terms, we use level 3 data, where the information is mainly internal based on lease contracts entered into with independent third parties.
During the end of the period ended December 31, 2022 and 2023, there were no transfers between the Level 1, Level 2 and Level 3 fair value measurement hierarchies.
F-8
4
Changes in liabilities arising from financing activities
| At December 31, 2021 |
Cash flow | Foreign currency exchange and other |
At December 31, 2022 |
|||||||||||||
| Debt |
Ps.564,030,102 | Ps.43,073,992 | Ps.(96,514,614 | ) | Ps.510,589,480 | |||||||||||
| Liability related to right-of-use of assets |
98,654,225 | (33,823,287 | ) | 69,317,873 | 134,148,811 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total liabilities from financing activities |
Ps.662,684,327 | Ps.9,250,705 | Ps.(27,196,741 | ) | Ps.644,738,291 | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
At December 31, 2022 |
Cash flow |
Foreign currency exchange and other |
At December 31, 2023 |
|||||||||||||
| Debt |
Ps.510,589,480 |
Ps.34,644,826 |
Ps.(44,557,254 |
) |
Ps.500,677,052 |
|||||||||||
| Liability related to right-of-use of assets |
134,148,811 |
(39,498,197 |
) |
30,518,542 |
125,169,156 |
|||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total liabilities from financing activities |
Ps.644,738,291 |
Ps.(4,853,371 |
) |
Ps.(14,038,712 |
) |
Ps.625,846,208 |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Note 20. Shareholders’ Equity
a) Pursuant to the Company’s bylaws, the capital stock of the Company consists of a minimum fixed portion of Ps. 238,749 (nominal amount), represented as of December 31, 2023 by a total of 63,220,260,000 shares (including treasury shares available for placement in accordance with the provisions of the ), all of them “B” shares.
Ley del Mercado de Valores
b) As of December 31, 2023 and 2022, respectively, the Company’s capital stock was represented by 62,450,000,000 outstanding “B” shares and 63,325,000,000 outstanding shares (comprised of 20,554,697,460 “AA” shares, 488,283,894 “A” shares and 42,282,018,646 “L” shares), respectively.
c) As of December 31, 2023 and 2022, respectively, the Company’s treasury held for placement in accordance with the provisions of the Ley del Mercado de Valores and the issued by the Comisión Nacional Bancaria y de Valores, a total amount of 770,260,000 series “B” shares and 56,000,000 series “L” shares, acquired pursuant to the Company’s share repurchase program.
Disposiciones de carácter general aplicables a las emisoras de valores y a otros participantes en el Mercado de valores
d) Company’s “B” shares are registered common and no-par value shares with full voting rights.
Dividends
On April 27, 2023, the Company’s shareholders approved, among other resolutions, the payment of a dividend of Ps.$0.46 (forty-six peso cents) per share to each of the shares of its capital stock. It was approved, that such dividend would be paid in two installments of Ps.$0.23 (twenty-three peso cents) each, on July 17 and November 13, 2023, respectively.
On April 20, 2022, the Company’s shareholders approved among other resolutions, the payment of a dividend of Ps.0.44 (forty-four peso cents) per share to each of the shares series of its capital stock “AA”, “A” and “L”. It was approved, that such dividend would be paid in one installment of Ps. 0.44 (forty-four peso cents), on August 29, 2022.
F-8
5
Spin-off
On August 8, 2022, the Company’s capital stock reflects a reduction of $1,572 (nominal amount), derived from the Company’s spin-off and its contribution to Sitios Latam, without having modified the number of shares of the Company due to the spin-off.
Legal Reserve
According to the General Corporations Law (, 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, 2023 and December 31, 2022, the legal reserve amounted to Ps. 358,440.
Ley General de Sociedades Mercantiles)
Restrictions on Certain Transactions
Pursuant to the Company’s bylaws any transfer of more than 10% of the full voting 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. However, if the Board of Directors denies such approval, the Company’s 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 paid in cash, with respect to the “B” shares or “B” 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 2014). Non-resident 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.
Repurchase of shares
On April 14, 2023, the Company’s annual shareholders meeting authorized an amount of Ps. 20 billion to repurchase the Company’s own shares. During the fiscal year ended on December 31, 2023, the Company repurchase 875,000,000 series “B” shares. At the end of 2023 and after considering the cancelation of shares approved by the shareholders meeting on April 14, 2023, the Company had in treasury 770,260,000 series “B” shares.
Earnings per Share
The following table shows the computation of the basic and diluted earnings per share:
For the years ended December 31, |
||||||||||||
(1) 2021 |
(1) 2022 |
2023 |
||||||||||
| Net profit for the period attributable to equity holders of the parent from continuing operations |
Ps. | 68,187,225 | Ps. | 82,878,406 | Ps. |
76,110,617 |
||||||
| Net profit for the period attributable to equity holders of the parent from discontinued operations |
124,235,942 | (6,719,015 | ) | — |
||||||||
| |
|
|
|
|
|
|||||||
| Net profit for the period attributable to equity holders of the parent |
192,423,167 | 76,159,391 | 76,110,617 |
|||||||||
| Weighted average shares (in millions) |
65,967 | 63,936 | 63,049 |
|||||||||
| |
|
|
|
|
|
|||||||
| Earnings per share attributable to equity holders of the parent continuing operations |
Ps. | 1.03 | Ps. | 1.30 | Ps. |
1.21 |
||||||
| |
|
|
|
|
|
|||||||
| Earnings per share attributable to equity holders of the parent discontinued operations |
Ps. | 1.88 | Ps. | (0.11 | ) | Ps. |
— |
|||||
| |
|
|
|
|
|
|||||||
| (1) | Discontinued operations |
F-8
6
Note 21. Components of other comprehensive income (loss)
The movement on the components of the other comprehensive income (loss) for the years ended December 31, 2021, 2022 and 2023 is as follows:
For the years ended December 31, |
||||||||||||
| 2021 | 2022 | 2023 |
||||||||||
| Controlling interest: |
||||||||||||
| Unrealized gain (loss) on equity investments at fair value, net of deferred taxes |
Ps. | 4,560,869 | Ps. | (4,707,276 | ) | Ps. |
(967,609 |
) | ||||
| Translation effect of foreign entities |
(4,837,206 | ) | (31,086,965 | ) | (37,399,680 |
) | ||||||
| Translation effect by discontinued operations |
(829,163 | ) | 5,193,281 | — |
||||||||
| Remeasurement of defined benefit plan, net of deferred taxes |
11,100,835 | (4,599,407 | ) | (3,662,102 |
) | |||||||
| Asset’s revaluation surplus net of deferred taxes |
— | — | 497,628 |
|||||||||
| Non-controlling interest of the items above |
(2,135,886 | ) | (3,734,066 | ) | (3,885,410 |
) | ||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive income (loss) |
Ps. | 7,859,449 | Ps. | (38,934,433 | ) | Ps. |
(45,417,173 |
) | ||||
| |
|
|
|
|
|
|||||||
Note 22. Valuation of derivatives, interest cost from labor obligations and other financial items, net
For the years ended December 31, 2021, 2022 and 2023, valuation of derivatives and other financial items are as follows:
For the years ended December 31, |
||||||||||||
| 2021 | 2022 | 2023 |
||||||||||
| Loss in valuation of derivatives, net (Note 7) |
Ps. | (6,755,214 | ) | Ps. | (28,639,687 | ) | Ps. |
(10,268,520 |
) | |||
| Capitalized interest expense (Note 10 b) |
1,527,259 | 1,514,654 | 1,442,077 |
|||||||||
| Commissions |
(1,067,381 | ) | (1,061,278 | ) | (1,190,435 |
) | ||||||
| Interest cost of labor obligations (Note 18) |
(14,375,520 | ) | (12,376,939 | ) | (13,573,881 |
) | ||||||
| Contractual earn-out from business combination (Note 4) |
— | 4,271,250 | 2,206,671 |
|||||||||
| Interest expense on taxes |
(243,075 | ) | (190,822 | ) | (220,983 |
) | ||||||
| Recognized dividend income (3) (Note 4) |
2,628,600 | 6,155,993 | 4,551,827 |
|||||||||
| Contractual compensation from business combination |
— | — | (647,013 |
) | ||||||||
| Impairment to notes receivable from joint venture |
— | — | (12,184,562 |
) | ||||||||
| Impairment of joint venture |
— | — | (4,677,782 |
) | ||||||||
| Allowance of doubtful accounts (1) |
— | — | (1,051,288 |
) | ||||||||
| Gain on net monetary positions |
4,876,842 | 11,538,061 | 9,321,480 |
|||||||||
| Other financial cost (2) |
(835,028 | ) | (327,451 | ) | (522,259 |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | (14,243,517 | ) | Ps. | (19,116,219 | ) | Ps. |
(26,814,668 |
) | |||
| |
|
|
|
|
|
|||||||
| (1) | This figure is related to certain uncollectible balances. |
| (2) | Excludes discontinued operations of TracFone, Chile and Panama for the years ended 2021 and 2022. (See note 2ac) |
| (3) | Dividend received during 2021, 2022 and 2023 by Ps. 2,628,600, Ps, 5,426,370 and Ps. 4,590,313, respectively. |
F-8
7
Note 23. 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, Honduras, Peru, Paraguay, Uruguay, the Dominican Republic, Puerto Rico, 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 separated from Paraguay and Uruguay), Colombia, Andean (includes Ecuador and Peru), Central America (includes Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica), Caribbean (includes the 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 Paraguay and Uruguay. Beginning 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 statement of comprehensive income for the change in a general price index and the translation of these items applying the period-end exchange rate.
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-8
8
| Mexico |
Telmex |
Brazil |
(2) Southern Cone |
Colombia |
Andean |
(1) Central America |
Caribbean |
Europe |
Eliminations |
Consolidated total |
||||||||||||||||||||||||||||||||||||||
| Argentina | Uruguay and Paraguay |
|||||||||||||||||||||||||||||||||||||||||||||||
| As of and for the year ended December 31, 2021 (in Ps.): |
||||||||||||||||||||||||||||||||||||||||||||||||
| External revenues |
225,219,719 | 87,189,642 | 148,729,232 | 35,419,511 | 4,825,315 | 79,312,071 | 52,888,323 | 45,406,174 | 37,858,979 | 113,838,486 | — | 830,687,452 | ||||||||||||||||||||||||||||||||||||
| Intersegment revenues |
18,041,465 | 15,237,420 | 4,044,386 | 224,300 | (73,993 | ) | 360,638 | 73,828 | 62,764 | 2,069,648 | — | (40,040,456 | ) | — | ||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total revenues |
243,261,184 | 102,427,062 | 152,773,618 | 35,643,811 | 4,751,322 | 79,672,709 | 52,962,151 | 45,468,938 | 39,928,627 | 113,838,486 | (40,040,456 | ) | 830,687,452 | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization |
25,797,791 | 12,740,332 | 40,342,871 | 7,581,101 | 2,010,624 | 15,067,211 | 11,211,523 | 10,830,440 | 6,987,129 | 27,469,463 | (3,735,493 | ) | 156,302,992 | |||||||||||||||||||||||||||||||||||
| Operating income |
77,783,972 | 21,100,316 | 21,867,457 | 3,520,432 | (549,329 | ) | 15,165,356 | 7,457,802 | 8,700,382 | 8,661,475 | 13,421,147 | (9,572,760 | ) | 167,556,250 | ||||||||||||||||||||||||||||||||||
| Interest income |
14,864,242 | 758,126 | 2,104,574 | 820,505 | 2,165 | 431,314 | 833,540 | 269,379 | 701,785 | 116,031 | (17,067,511 | ) | 3,834,150 | |||||||||||||||||||||||||||||||||||
| Interest expense |
24,586,641 | 1,385,103 | 15,875,138 | 2,518,149 | 275,047 | 2,240,707 | 1,213,421 | 1,061,526 | 1,066,733 | 2,414,415 | (16,898,575 | ) | 35,738,305 | |||||||||||||||||||||||||||||||||||
| Income tax |
25,002,390 | 2,496,010 | (9,603,701 | ) | 1,951,409 | (1,168,564 | ) | 3,112,946 | 2,375,281 | 2,940,404 | 2,171,594 | 3,438,161 | 1,547 | 32,717,477 | ||||||||||||||||||||||||||||||||||
| Equity interest in net result of associated companies |
85,648 | 44,525 | 4,575 | (19,073 | ) | — | — | — | — | — | (1,757 | ) | — | 113,918 | ||||||||||||||||||||||||||||||||||
| Net profit (loss) attributable to equity holders of the parent continues operations |
34,195,093 | 4,594,450 | 14,185,905 | (2,999,123 | ) | 152,766 | 5,959,563 | 4,180,473 | 4,746,847 | 5,151,166 | 8,313,018 | (10,292,933 | ) | 68,187,225 | ||||||||||||||||||||||||||||||||||
| Net profit (loss) attributable to equity holders of the parent discontinued operations |
— | — | — | — | — | — | — | — | — | — | — | 124,235,942 | ||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Net profit (loss) attributable to equity holders of the parent |
34,195,093 | 4,594,450 | 14,185,905 | (2,999,123 | ) | 152,766 | 5,959,563 | 4,180,473 | 4,746,847 | 5,151,166 | 8,313,018 | (10,292,933 | ) | 192,423,167 | ||||||||||||||||||||||||||||||||||
| Assets by segment |
999,502,407 | 195,869,232 | 407,458,440 | 77,951,595 | 58,312,728 | 133,232,525 | 95,719,937 | 101,725,955 | 102,949,901 | 210,944,575 | (694,017,446 | ) | 1,689,649,849 | |||||||||||||||||||||||||||||||||||
| Plant, property and equipment, net |
50,420,866 | 118,056,718 | 153,607,199 | 38,039,995 | 26,824,991 | 48,888,907 | 34,395,339 | 42,407,727 | 41,601,009 | 79,764,422 | (983,169 | ) | 633,024,004 | |||||||||||||||||||||||||||||||||||
| Revalued of assets |
— | — | 33,004,669 | 2,192,978 | 3,966,099 | 10,266,464 | 8,389,460 | 9,113,632 | 2,564,149 | 28,675,224 | — | 98,172,675 | ||||||||||||||||||||||||||||||||||||
| Goodwill |
26,965,618 | 215,381 | 15,335,322 | 198,010 | 4,993,831 | 11,685,585 | 4,688,154 | 6,002,380 | 14,186,723 | 52,307,190 | — | 136,578,194 | ||||||||||||||||||||||||||||||||||||
| Trademarks, net |
90,673 | 149,865 | — | — | — | — | — | — | 229,000 | 2,822,625 | — | 3,292,163 | ||||||||||||||||||||||||||||||||||||
| Licenses and rights, net |
11,081,972 | 129,233 | 39,620,009 | 11,824,500 | 1,966,503 | 11,384,533 | 5,502,139 | 5,220,437 | 10,847,685 | 25,709,849 | — | 123,286,860 | ||||||||||||||||||||||||||||||||||||
| Investment in associated companies |
4,725,279 | 522,403 | 65,699 | (34,401 | ) | — | 351 | — | 26,348 | — | — | (2,253,198 | ) | 3,052,481 | ||||||||||||||||||||||||||||||||||
| Liabilities by segments |
679,954,783 | 176,177,522 | 273,655,967 | 45,203,170 | 27,977,789 | 65,631,866 | 44,676,727 | 42,823,861 | 53,885,848 | 134,357,142 | (308,736,552 | ) | 1,235,608,123 | |||||||||||||||||||||||||||||||||||
| (1) | Discontinued operations (Panama disposal) |
| (2) | Discontinued operations (ClaroVTR joint venture) |
F-8
9
| Mexico |
Telmex |
Brazil |
(2) Southern Cone |
Colombia |
Andean |
(1) Central America |
Caribbean |
Europe |
Eliminations |
Consolidated total |
||||||||||||||||||||||||||||||||||||||
| Argentina | Uruguay and Paraguay |
|||||||||||||||||||||||||||||||||||||||||||||||
| As of and for the year ended December 31, 2022 (in Ps.): |
||||||||||||||||||||||||||||||||||||||||||||||||
| External revenues |
236,608,249 | 83,046,967 | 165,804,342 | 34,363,532 | 4,456,541 | 70,925,374 | 55,426,258 | 47,054,127 | 40,859,951 | 105,956,056 | — | 844,501,397 | ||||||||||||||||||||||||||||||||||||
| Intersegment revenues |
9,290,955 | 16,937,889 | 5,075,716 | 153,155 | 64,779 | 374,225 | 72,142 | 160,459 | 1,854,029 | — | (33,983,349 | ) | — | |||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total revenues |
245,899,204 | 99,984,856 | 170,880,058 | 34,516,687 | 4,521,320 | 71,299,599 | 55,498,400 | 47,214,586 | 42,713,980 | 105,956,056 | (33,983,349 | ) | 844,501,397 | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization |
26,383,113 | 13,171,616 | 43,422,821 | 9,002,551 | 1,808,414 | 13,085,226 | 10,698,869 | 11,178,361 | 7,133,908 | 22,761,938 | (13,031 | ) | 158,633,786 | |||||||||||||||||||||||||||||||||||
| Operating income |
76,708,954 | 16,172,472 | 26,665,816 | 2,570,848 | (778,032 | ) | 14,170,936 | 8,262,395 | 7,540,132 | 10,284,834 | 16,155,520 | (6,883,123 | ) | 170,870,752 | ||||||||||||||||||||||||||||||||||
| Interest income |
18,336,415 | 925,158 | 2,679,103 | 718,676 | 3,463 | 624,304 | 906,176 | 431,741 | 701,794 | 229,958 | (20,733,209 | ) | 4,823,579 | |||||||||||||||||||||||||||||||||||
| Interest expense |
24,909,724 | 3,342,459 | 23,411,387 | 2,258,095 | 316,945 | 2,699,010 | 860,572 | 1,033,792 | 1,152,370 | 1,281,857 | (20,007,408 | ) | 41,258,803 | |||||||||||||||||||||||||||||||||||
| Income tax |
30,642,242 | 2,767,673 | 454,205 | (286,202 | ) | 126,003 | 2,286,809 | 2,870,743 | 1,708,728 | 2,432,392 | 3,151,281 | (109,785 | ) | 46,044,089 | ||||||||||||||||||||||||||||||||||
| Equity interest in net result of associated companies |
(1,821,608 | ) | 31,000 | 20,864 | (2,198 | ) | — | — | — | — | — | (39,490 | ) | — | (1,811,432 | ) | ||||||||||||||||||||||||||||||||
| Net profit (loss) attributable to equity holders of the parent continues operations |
63,711,537 | (373,036 | ) | 10,254,969 | (700,478 | ) | (231,151 | ) | 6,486,771 | 6,122,291 | 5,059,038 | 6,649,004 | 11,795,662 | (25,896,201 | ) | 82,878,406 | ||||||||||||||||||||||||||||||||
| Net profit (loss) attributable to equity holders of the parent discontinued operations |
— | — | — | — | — | — | — | — | — | — | — | (6,719,015 | ) | |||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Net profit (loss) attributable to equity holders of the parent |
63,711,537 | (373,036 | ) | 10,254,969 | (700,478 | ) | (231,151 | ) | 6,486,771 | 6,122,291 | 5,059,038 | 6,649,004 | 11,795,662 | (25,896,201 | ) | 76,159,391 | ||||||||||||||||||||||||||||||||
| Assets by segment |
1,042,849,460 | 215,543,807 | 407,802,373 | 79,283,120 | 10,258,999 | 104,769,670 | 85,782,831 | 96,321,649 | 101,143,182 | 154,774,150 | (680,429,897 | ) | 1,618,099,344 | |||||||||||||||||||||||||||||||||||
| Plant, property and equipment, net |
49,677,868 | 134,928,482 | 159,382,793 | 38,525,335 | 4,149,285 | 44,999,710 | 33,480,299 | 41,312,113 | 40,606,623 | 72,272,633 | (462,650 | ) | 618,872,491 | |||||||||||||||||||||||||||||||||||
| Revalued of assets |
— | — | — | — | — | 7,700,459 | 5,938,449 | — | 1,434,188 | 23,280,623 | — | 38,353,719 | ||||||||||||||||||||||||||||||||||||
| Goodwill |
26,481,707 | 215,381 | 31,085,202 | 199,984 | — | 8,495,090 | 4,678,851 | 6,312,511 | 14,186,723 | 49,465,916 | — | 141,121,365 | ||||||||||||||||||||||||||||||||||||
| Trademarks, net |
110,397 | 118,634 | — | — | — | — | — | — | 220,350 | 2,565,176 | — | 3,014,557 | ||||||||||||||||||||||||||||||||||||
| Licenses and rights, net |
10,559,914 | 106,659 | 37,638,695 | 12,137,641 | 827,380 | 8,068,013 | 4,271,910 | 3,599,560 | 10,124,134 | 20,461,281 | — | 107,795,187 | ||||||||||||||||||||||||||||||||||||
| Investment in associated companies |
24,656,295 | 550,493 | 22,708 | (19,866 | ) | — | — | — | 23,896 | — | 2,058 | (1,260,122 | ) | 23,975,462 | ||||||||||||||||||||||||||||||||||
| Liabilities by segments |
621,482,350 | 204,294,033 | 297,234,805 | 47,430,485 | 7,120,057 | 57,393,854 | 36,223,727 | 42,725,447 | 48,434,551 | 97,527,392 | (279,596,630 | ) | 1,180,270,071 | |||||||||||||||||||||||||||||||||||
| (1) | Discontinued operations (Panama disposal) |
| (2) | Discontinued operations (ClaroVTR joint venture) |
F-
90
Southern Cone |
||||||||||||||||||||||||||||||||||||||||||||||||
Mexico |
Telmex |
Brazil |
Argentina |
Uruguay and Paraguay |
Colombia |
Andean |
Central America |
Caribbean |
Europe |
Eliminations |
Consolidated total |
|||||||||||||||||||||||||||||||||||||
| As of and for the year ended December 31, 2023 (in Ps.): |
||||||||||||||||||||||||||||||||||||||||||||||||
| External revenues |
248,890,778 |
84,821,370 |
162,224,734 |
18,884,623 |
3,995,812 |
62,342,147 |
52,903,716 |
43,964,411 |
37,148,876 |
100,836,377 |
— |
816,012,844 |
||||||||||||||||||||||||||||||||||||
| Intersegment revenues |
9,896,948 |
17,010,698 |
4,485,048 |
38,080 |
9,876 |
376,010 |
87,974 |
99,850 |
1,119,554 |
— |
(33,124,038 |
) |
— |
|||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total revenues |
258,787,726 |
101,832,068 |
166,709,782 |
18,922,703 |
4,005,688 |
62,718,157 |
52,991,690 |
44,064,261 |
38,268,430 |
100,836,377 |
(33,124,038 |
) |
816,012,844 |
|||||||||||||||||||||||||||||||||||
| Depreciation and amortization |
26,640,899 |
14,333,486 |
44,302,136 |
5,677,627 |
1,319,462 |
13,360,622 |
10,084,882 |
10,028,603 |
7,189,119 |
21,008,775 |
(2,159,547 |
) |
151,786,064 |
|||||||||||||||||||||||||||||||||||
| Operating income |
84,816,739 |
12,063,692 |
25,618,154 |
515,233 |
(444,485 |
) |
9,958,999 |
10,638,985 |
6,956,209 |
7,723,115 |
15,751,978 |
(5,815,104 |
) |
167,783,515 |
||||||||||||||||||||||||||||||||||
| Interest income |
27,202,474 |
1,465,927 |
4,252,205 |
543,248 |
4,231 |
867,151 |
2,338,242 |
621,068 |
1,616,687 |
392,951 |
(29,675,844 |
) |
9,628,340 |
|||||||||||||||||||||||||||||||||||
| Interest expense |
28,164,647 |
7,176,879 |
25,691,398 |
968,299 |
113,909 |
3,342,195 |
2,333,600 |
1,325,213 |
1,735,648 |
1,971,189 |
(28,277,736 |
) |
44,545,241 |
|||||||||||||||||||||||||||||||||||
| Income tax |
30,378,228 |
(625,561 |
) |
(1,730,068 |
) |
(4,760,360 |
) |
(1,721 |
) |
1,427,740 |
4,141,240 |
1,728,005 |
1,674,363 |
2,785,214 |
(473,077 |
) |
34,544,003 |
|||||||||||||||||||||||||||||||
| Equity interest in net result of associated companies |
(5,458,577 |
) |
41,642 |
32,776 |
(1,814 |
) |
— |
— |
— |
(1,143 |
) |
— |
15,292 |
— |
(5,371,824 |
) | ||||||||||||||||||||||||||||||||
| Net profit (loss) attributable to equity holders of the parent |
43,053,030 |
(5,278,857 |
) |
9,866,950 |
(8,101,032 |
) |
(294,922 |
) |
4,180,800 |
7,769,059 |
4,733,871 |
5,604,618 |
11,145,743 |
3,431,357 |
76,110,617 |
|||||||||||||||||||||||||||||||||
| Assets by segment |
1,029,618,098 |
238,216,814 |
383,653,519 |
53,570,541 |
9,187,465 |
115,103,155 |
98,293,206 |
91,976,207 |
101,862,049 |
167,594,129 |
(724,889,223 |
) |
1,564,185,960 |
|||||||||||||||||||||||||||||||||||
| Plant, property and equipment, net |
46,695,107 |
150,219,598 |
150,226,089 |
21,087,810 |
4,089,689 |
53,038,210 |
30,416,383 |
42,790,489 |
35,214,165 |
86,706,171 |
(1,072,086 |
) |
619,411,625 |
|||||||||||||||||||||||||||||||||||
| Revalued of assets |
— |
— |
— |
— |
— |
8,040,753 |
— |
— |
— |
1,198,526 |
— |
9,239,279 |
||||||||||||||||||||||||||||||||||||
| Goodwill |
26,434,428 |
215,381 |
29,437,800 |
— |
201,912 |
9,304,613 |
4,603,998 |
6,279,966 |
14,186,723 |
55,414,076 |
— |
146,078,897 |
||||||||||||||||||||||||||||||||||||
| Trademarks, net |
110,950 |
87,404 |
— |
— |
— |
— |
555 |
— |
185,566 |
2,382,690 |
— |
2,767,165 |
||||||||||||||||||||||||||||||||||||
| Licenses and rights, net |
10,555,645 |
92,065 |
32,446,402 |
10,603,388 |
1,017,772 |
10,227,439 |
3,180,343 |
4,660,729 |
8,593,842 |
18,520,001 |
— |
99,897,626 |
||||||||||||||||||||||||||||||||||||
| Investment in associated companies |
19,797,046 |
586,515 |
57,133 |
993 |
— |
— |
— |
19,747 |
— |
17,175 |
(6,098,146 |
) |
14,380,463 |
|||||||||||||||||||||||||||||||||||
| Liabilities by segments |
628,519,912 |
236,678,379 |
313,072,959 |
36,668,486 |
4,512,644 |
59,510,611 |
46,189,708 |
37,051,349 |
47,864,665 |
93,944,278 |
(361,529,413 |
) |
1,142,483,578 |
|||||||||||||||||||||||||||||||||||
F-
91
Note 24. Recently Issued Accounting Standards
New and amended standards and interpretations
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2023 (unless otherwise stated). The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024 and must applied retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16. Earlier application is permitted and that fact must be disclosed.
The amendments are not expected to have a material impact on the Company’s consolidated financial statements.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
| • | What is meant by a right to defer settlement; |
| • | That a right to defer must exist at the end of the reporting period; |
| • | That classification is unaffected by the likelihood that an entity will exercise its deferral right; and |
| • | That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification. |
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months.
The amendments are effective for annual reporting periods beginning on or after January 1, 2024 and must be applied retrospectively. The Company is currently assessing the impact the amendments will have on current practice.
Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of consolidated financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendments will be effective for annual reporting periods beginning on or after January 1, 2024. Early adoption is permitted, but will need to be disclosed.
The amendments are not expected to have a material impact on the Company’s consolidated financial statements.
F-9
2
The Enhancement and Standardization of Climate-Related Disclosures for Investors
On March 6, 2024, the Securities and Exchange Commission (SEC) issued the final rule on The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule mandates the disclosure of information regarding a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. On April 4, 2024, the SEC issued an order staying the rule’s enforcement. The Company is assessing the impact of this rule and the stay for disclosure to investors.
Note 25. Subsequent Events
a) On February 1, 2024, the Company issued a 10-year sustainable bond in an amount of Ps.20.0 billion and with a 10.30% coupon under its global peso notes program.
b) In February 2024, the Company reduced substantially all of its stake in KPN. The reduction is a consequence of investors’ decision to exercise their right to exchange our exchangeable bond into KPN shares. This exchangeable bond matured on
March 2, 2024. Prior to maturity, the Company received notification from all bondholders exercising their right to call the KPN shares at a strike price of €3.1185. c) On February 13, 2024, the Company renewed its U.S.$2.5 billion revolving credit facility with a maturity in February 2029.
d) On February 20, 2024, Claro Brasil issued a R$3.0 billion CDI + 1.20% debenture maturing in 2027. At the same time, Claro Bra
s
il prepaid R$4.3 billion CDI + 1.40% debenture with a maturity in March 2024. e) On March 15, 2024, Claro Brasil issued a R$ 2.5 billion IPCA + 5.7687% debenture maturing in 2029.
f) On March 22, 2024, The Company launched an issuance of (Global Peso Notes), registered with both the SEC in the United States of America and the CNBV in México, placing a bond of Ps. 17.5 billion, for five years, at a rate of 10.125%. This is equivalent to approximately U.S.$ 1 billion, maturing in March 2029.
g) On April 29, 2024, the Company’s shareholders approved the payment of a Ps. 0.48 (forty eight peso cents) ordinary dividend, per share, in two equal installments, to each of the shares of its capital stock series B.
h) On April 29, 2024, the Company’ shareholders approved a repurchase fund for an amount of Ps. 15 billion to be
used
during the period from April 2024 to April 2025, adding to such amount the buyback program fund’s balance, if any, as of such date. F-9
3
