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Title of each class: |
Trading symbol |
Name of each exchange on which registered | ||
American Depositary Shares, each representing 20 B Shares, without par value |
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AA Shares | ||
A Shares | ||
L Shares |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
X |
No |
☐ |
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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 |
☐ |
X |
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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. |
X |
No |
☐ |
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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). |
X |
No |
☐ |
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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 |
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X |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
Emerging growth company | |||||||||||||||||||||||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. |
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X |
No |
☐ | ||||||||||||||||||||
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. |
Yes |
☐ |
No |
☐ | ||||||||||||||||||
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). |
Yes |
☐ |
No |
☐ | ||||||||||||||||||
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 |
☐ Other | ||||||||||||||||||||
If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. |
☐ Item 17 |
☐ Item 18 | ||||||||||||||||||||
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
Yes |
☐ |
X |
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Table of Contents
2022 ANNUAL REPORT FORM 20-F ENABLING A NEW DIGITAL ERA america movil
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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 consolidated financial statements in Mexican pesos. This annual report contains translations of various peso amounts into U.S. dollars at specified rates solely for your convenience. You should not construe these translations as representations that the peso amounts actually represent the U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, we have translated U.S. dollar amounts from pesos at the exchange rate of Ps.19.4143 to U.S.$1.00, which was the rate reported by Banco de México on December 30, 2022, as published in the Official Gazette of the Federation (Diario Oficial de la Federación, or “Official Gazette”).
On November 23, 2021, we completed the sale of our U.S. operations to Verizon Communications Inc. (“Verizon”), as previously disclosed in our press release furnished on a report on Form 6-K on November 23, 2021. As a result, in accordance with IFRS 5, the operations of TracFone Wireless Inc. (“TracFone”) are classified as discontinued operations for all years prior to 2022 presented in the consolidated financial information included in this report. Accordingly, results are presented in the profit after tax 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 Liberty Latin America, Ltd. (“LLA”), as previously disclosed in our press release furnished on a report on Form 6-K on July 1, 2022. As a result, in accordance with IFRS 5, the operations of Claro Panama, S.A. (“Claro Panama”) are classified as discontinued operations for all years presented in the consolidated financial information included in this report. Accordingly, results are presented in the 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 Panama, including for periods prior to the sale.
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”) 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. As a result, the assets and liabilities of Sitios no longer appear in the consolidated financial information included in this report. We maintain commercial relationships with Sitios through our subsidiaries, which are parties to master service agreements for passive infrastructure sharing with Sitios 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 entered into an agreement to combine our Chilean operations with LLA in order to create Claro Chile, SpA, a 50:50 joint venture (“Claro Chile, SpA”), as a result of which Claro Chile, S.A. (“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 Claro Chile, SpA with LLA, and all relevant decisions require the consent of both parties. As a result, in accordance with IFRS 5, the operations of Claro Chile are classified as discontinued operations for all years presented in the consolidated financial information included in this report and are recognized through the equity method from October 6, 2022. Accordingly, results are presented in the 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 joint venture agreement.
We have not included earnings or dividends on a per American Depositary Share (“ADS”) basis. As of December 31, 2022, each L Share ADS represented 20 L Shares and each A Share ADS represented 20 A Shares. As a result of the Reclassification (as defined below), as of March 31, 2023, we only had B Share ADSs, and each B Share ADS represented 20 B Shares.
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| FOR THE YEAR ENDED DECEMBER 31, | ||||||||||||||||||||||||||||||||
| 2020 (2) | 2021 (3) | 2022 | 2022 | |||||||||||||||||||||||||||||
| (in millions of Mexican pesos, except share and per share amounts) | (in millions of U.S. dollars, except share and per share |
|||||||||||||||||||||||||||||||
| STATEMENT OF COMPREHENSIVE INCOME DATA: |
| |||||||||||||||||||||||||||||||
| Operating revenues |
|
Ps. |
|
|
815,399 |
|
|
Ps. |
|
|
830,687 |
|
|
Ps. |
|
|
844,501 |
|
|
U.S. |
|
|
43,499 |
| ||||||||
| Operating costs and expenses |
|
512,371 |
|
|
506,828 |
|
|
514,996 |
|
|
26,526 |
| ||||||||||||||||||||
| Depreciation and amortization |
|
154,215 |
|
|
156,303 |
|
|
158,634 |
|
|
8,171 |
| ||||||||||||||||||||
| Operating income |
|
148,813 |
|
|
167,556 |
|
|
170,871 |
|
|
8,802 |
| ||||||||||||||||||||
| Net profit for the year from continuing operations |
|
Ps. |
|
|
39,439 |
|
|
Ps. |
|
|
72,090 |
|
|
Ps. |
|
|
88,225 |
|
|
U.S. |
|
|
4,544 |
| ||||||||
| Net profit (loss) for the year from discontinued operations |
|
11,588 |
|
|
124,236 |
|
|
(6,719 |
) |
|
(346 |
) | ||||||||||||||||||||
| Net profit for the year |
|
Ps. |
|
|
51,027 |
|
|
Ps. |
|
|
196,326 |
|
|
Ps. |
|
|
81,506 |
|
|
U.S. |
|
|
4,198 |
| ||||||||
| NET PROFIT ATTRIBUTABLE FOR THE YEAR TO: |
| |||||||||||||||||||||||||||||||
| Equity holders of the parent from continuing operations |
|
Ps. |
|
|
35,265 |
|
|
Ps. |
|
|
68,187 |
|
|
Ps. |
|
|
82,878 |
|
|
U.S. |
|
|
4,269 |
| ||||||||
| Equity holders of the parent from discontinued operations |
|
11,588 |
|
|
124,236 |
|
|
(6,719 |
) |
|
(346 |
) | ||||||||||||||||||||
| Equity holders of the parent |
|
Ps. |
|
|
46,853 |
|
|
Ps. |
|
|
192,423 |
|
|
Ps. |
|
|
76,159 |
|
|
U.S. |
|
|
3,923 |
| ||||||||
| Non-controlling interests |
|
4,174 |
|
|
3,903 |
|
|
5,347 |
|
|
275 |
| ||||||||||||||||||||
| Net profit for the year |
|
Ps. |
|
|
51,027 |
|
|
Ps. |
|
|
196,326 |
|
|
Ps. |
|
|
81,506 |
|
|
U.S. |
|
|
4,198 |
| ||||||||
| EARNINGS PER SHARE: |
| |||||||||||||||||||||||||||||||
| Basic and diluted from continuing operations |
|
Ps. |
|
|
0.53 |
|
|
Ps. |
|
|
1.03 |
|
|
Ps. |
|
|
1.30 |
|
|
Ps. |
|
|
0.07 |
| ||||||||
| Basic and diluted from discontinued operations |
|
Ps. |
|
|
0.17 |
|
|
Ps. |
|
|
1.88 |
|
|
Ps. |
|
|
(0.11 |
) |
|
(0.01 |
) | |||||||||||
| Dividends declared per share (1) |
|
Ps. |
|
|
0.38 |
|
|
Ps. |
|
|
0.40 |
|
|
Ps. |
|
|
0.44 |
|
|
0.02 |
| |||||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (MILLIONS): |
| |||||||||||||||||||||||||||||||
| Basic |
|
66,265 |
|
|
65,967 |
|
|
63,936 |
|
|
- |
| ||||||||||||||||||||
| Diluted |
|
66,265 |
|
|
65,967 |
|
|
63,936 |
|
|
- |
| ||||||||||||||||||||
| BALANCE SHEET DATA: |
| |||||||||||||||||||||||||||||||
| Property, plant and equipment, net |
|
Ps. |
|
|
722,930 |
|
|
Ps. |
|
|
731,197 |
|
|
Ps. |
|
|
657,226 |
|
|
U.S. |
|
|
33,853 |
| ||||||||
| Right of use assets |
|
101,977 |
|
|
90,372 |
|
|
121,874 |
|
|
6,278 |
| ||||||||||||||||||||
| Total assets |
|
1,625,048 |
|
|
1,689,650 |
|
|
1,618,099 |
|
|
83,347 |
| ||||||||||||||||||||
| Short-term debt and current portion of long-term debt |
|
148,083 |
|
|
145,223 |
|
|
102,024 |
|
|
5,255 |
| ||||||||||||||||||||
| Short-term lease debt |
|
25,068 |
|
|
27,632 |
|
|
32,902 |
|
|
1,695 |
| ||||||||||||||||||||
| Long-term debt |
|
480,300 |
|
|
418,807 |
|
|
408,565 |
|
|
21,045 |
| ||||||||||||||||||||
| Long-term lease debt |
|
84,259 |
|
|
71,022 |
|
|
101,247 |
|
|
5,215 |
| ||||||||||||||||||||
| Capital stock |
|
96,342 |
|
|
96,333 |
|
|
95,365 |
|
|
4,912 |
| ||||||||||||||||||||
| Total equity |
|
Ps. |
|
|
315,118 |
|
|
Ps. |
|
|
454,042 |
|
|
Ps. |
|
|
437,829 |
|
|
U.S. |
|
|
22,553 |
| ||||||||
| NUMBER OF OUTSTANDING SHARES (MILLIONS) (4): |
| |||||||||||||||||||||||||||||||
| AA Shares |
|
20,578 |
|
|
20,555 |
|
|
20,555 |
|
|
- |
| ||||||||||||||||||||
| A Shares |
|
520 |
|
|
502 |
|
|
488 |
|
|
- |
| ||||||||||||||||||||
| L Shares |
|
45,764 |
|
|
43,633 |
|
|
42,282 |
|
|
- |
| ||||||||||||||||||||
| (1) | Figures for each year provided represent the annual dividend declared at the general shareholders’ meeting 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) | For the year 2020, the financial statements were restated to reflect the sale of TracFone, Claro Panama and the incorporation of the joint venture with Claro Chile, SpA. See Note 2 Ac to our audited consolidated financial statements included in this annual report. |
| (3) | For the year 2021, the financial statements were restated to reflect the sale of Claro Panama and the incorporation of the joint venture with Claro Chile, SpA. See Note 2 Ac to our audited consolidated financial statements included in this annual report. |
| (4) | Pursuant to the terms of the Reclassification (as defined below), we converted all of our AA Shares, A Shares and L Shares into a single series of B Shares on a one for one basis. As of March 31, 2023, we have 63,224 million B Shares outstanding. |
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8
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PART I: INFORMATION ON THE COMPANY
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|
|
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 revenue generating units (“RGUs”).
Our largest operations are in Mexico and Brazil, which together account for over half of our total RGUs and where we have the largest market share based on RGUs. We have operations in 15 countries in the Americas and seven countries in Central and Eastern Europe as of December 31, 2022. For a list of our principal subsidiaries, see Note 2 a(ii) to our audited consolidated financial statements and “Additional Information—Exhibit 8.1” under Part VII of this annual report.
We intend to build on our position as a leader in integrated telecommunications services in Latin America and the Caribbean, and to grow in other parts of the world by continuing to expand our subscriber base through the development of our existing businesses and strategic acquisitions when opportunities arise. We have developed world-class integrated telecommunications platforms to offer our customers new services and enhanced communications solutions with higher data speed transmissions at lower prices. We continue investing in our networks to increase coverage and implement new technologies to optimize our network capabilities. See “Operating and Financial Review and Prospects—Overview” under Part II of this annual report for a discussion on the seasonality of our business.
Recent Developments Relating to Our Business
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, in accordance with IFRS 5, TracFone’s operations are classified as discontinued operations for all years prior to 2022 presented in the consolidated financial information included in this report. Accordingly, where applicable, results are presented in the profit after tax 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, in accordance with IFRS 5, Claro Panama’s operations are classified as
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discontinued operations for all years presented in the consolidated financial information included in this report. Accordingly, results are presented in the 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 Panama, including for periods prior to the sale.
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 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. As a result, the assets and liabilities of Sitios no longer appear in the consolidated financial information included in this report. We maintain commercial relationships with Sitios through our subsidiaries, which are parties to master service agreements for passive infrastructure sharing with Sitios 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 entered into an agreement to combine our Chilean operations with LLA in order to create Claro Chile, SpA, 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 Claro Chile, SpA with LLA, and all relevant decisions require the consent of both parties. As a result, in accordance with IFRS 5, the operations of Claro Chile are classified as discontinued operations for all years presented in the consolidated financial information included in this report and are recognized through the equity method from October 6, 2022. Accordingly, results are presented in the 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 joint venture agreement.
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 term of 10 years from February 2, 2023 and ensures AMX leadership and control over Telekom Austria Group. Also, it provides AMX the right to continue to nominate the majority of the Supervisory Board members of Telekom Austria and to nominate the Chairman and Chief Executive Officer of the Management Board of Telekom Austria with decision making vote over all management decisions. As part of the renewal of the TKA Shareholders Agreement, AMX and OBAG have agreed to firmly support the spin-off of the mobile towers in most of the countries in which Telekom Austria operates, including Austria. The implementation of the tower spin-off will not result in changes in the core shareholder structure. Shareholders intend to list the shares of the tower company on the Vienna Stock Exchange. Implementation of the tower spin-off is subject to required corporate and regulatory approvals, including the approval by the shareholders of Telekom Austria.
Other Recent Developments
Pursuant to the terms of the Reclassification (as defined below), we converted all of our AA Shares, A Shares and L Shares into a single series of B Shares on a one for one basis. In connection with the Reclassification, each of our L Share ADSs and A Share ADSs were cancelled and the corresponding number of ADSs representing B Shares were distributed to the applicable holders of L Share ADSs and A Shares ADSs. For more information on the Reclassification, see Part IV “Share Ownership and Major Shareholders Trading” of this annual report.
The following map illustrates the geographic diversity of our operations and certain key performance indicators (“KPIs”) as of December 31, 2022.
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Table of Contents
Geographic Diversity and KPIs of America Movil as of December 31, 2022: MEXICO TELCEL TELMEX Licensed Population 130 Wireless Subscribers 82,851 Revenue Generating Units (RGUs) 20,824 Wireless Penetration 104% Wireless and fixed operations ECUADOR CLARO Licensed Population 17 Wireless Subscribers 9,028 Revenue Generating Units (RGUs) 614 Wireless Penetration 99% Wireless and fixed operations PERU CLARO Licensed Population 34 Wireless Subscribers 12,338 Revenue Generating Units (RGUs) 1,994 Wireless Penetration 124% Wireless and fixed operations ARGENTINA, PARAGUAY URUGUAY CLARO Licensed Population 57 Wireless Subscribers 26,915 Revenue Generating Units (RGUs) 2,865 Wireless Penetration 133% Uruguay / Wireless operation Argentina and Paraguay / Wireless and fixed operations
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AUSTRIA EASTERN EUROPE TELEKOM AUSTRIA Licensed Population 40 Wireless Subscribers 23,897 Revenue Generating Units (RGUs) 6,204 Wireless Penetration 151% Paises / Wireless operation Paises / Wireless and fixed operations CENTRAL AMERICA CARIBBEAN CLARO Licensed Population 60 Wireless Subscribers 24,018 Revenue Generating Units (RGUs) 7,398 Wireless Penetration 104% Wireless and fixed operations COLOMBIA CLARO Licensed Population 52 Wireless Subscribers 37,550 Revenue Generating Units (RGUs) 9,248 Wireless Penetration 151% Wireless and fixed operations BRAZIL CLARO Licensed Population 215 Wireless Subscribers 83,260 Revenue Generating Units (RGUs) 24,136 Wireless Penetration 120% Wireless and fixed operations Latest available information. Licensed Population in millions Wireless Subscribers and Revenue Generating Units in thousands
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KEY PERFORMANCE INDICATORS
We have identified RGUs as a KPI that helps measure the performance of our operations. The table below includes the number of our wireless subscribers and our fixed RGUs, which together make up the total RGUs, in the countries where we operate. Wireless subscribers consist of the number of prepaid and postpaid subscribers to our wireless services. Fixed RGUs consist of fixed voice, fixed data and Pay TV units (which include customers of our Pay TV services and, separately, of certain other digital services). The figures below reflect total wireless subscribers and fixed RGUs of all our consolidated subsidiaries, without adjustments to reflect our equity interest, in the following reportable segments:
| • | Mexico Wireless; |
| • | Mexico Fixed; |
| • | Brazil; |
| • | Colombia; |
| • | Southern Cone (Argentina, 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). |
| AS OF DECEMBER 31, | ||||||||||||
| 2020 | 2021 | 2022 | ||||||||||
| (in thousands) | ||||||||||||
| WIRELESS SUBSCRIBERS |
|
|||||||||||
| Mexico |
|
77,789 |
|
|
80,539 |
|
82,851 | |||||
| Brazil |
|
63,140 |
|
|
70,541 |
|
83,260 | |||||
| Colombia |
|
33,009 |
|
|
35,062 |
|
37,550 | |||||
| Southern Cone |
|
24,234 |
|
|
26,348 |
|
26,915 | |||||
| Andean Region |
|
18,877 |
|
|
20,774 |
|
21,365 | |||||
| Central America |
|
14,339 |
|
|
15,753 |
|
16,673 | |||||
| Caribbean |
|
6,422 |
|
|
7,020 |
|
7,345 | |||||
| Europe |
|
21,864 |
|
|
22,766 |
|
23,897 | |||||
| Total Wireless Subscribers |
259,674 | 278,803 | 299,856 | |||||||||
| FIXED RGUS: |
|
|||||||||||
| Mexico |
|
21,925 |
|
|
21,408 |
|
20,824 | |||||
| Brazil |
|
26,652 |
|
|
25,291 |
|
24,136 | |||||
| Colombia |
|
8,318 |
|
|
8,876 |
|
9,248 | |||||
| Southern Cone |
|
1,459 |
|
|
2,020 |
|
2,865 | |||||
| Andean Region |
|
2,158 |
|
|
2,444 |
|
2,608 | |||||
| Central America |
|
4,207 |
|
|
4,376 |
|
4,624 | |||||
| Caribbean |
|
2,558 |
|
|
2,608 |
|
2,774 | |||||
| Europe |
|
6,050 |
|
|
6,077 |
|
6,204 | |||||
| Total Fixed RGUs |
73,327 | 73,100 | 73,283 | |||||||||
| Total RGUs |
333,001 | 351,903 | 373,139 | |||||||||
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 | ||||
| Telmex Infinitum | Fixed voice | |||
| Fixed data | ||||
| Europe |
A1 | Wireless voice | ||
| Wireless data | ||||
| Fixed voice | ||||
| Fixed data | ||||
| Pay TV | ||||
SERVICES AND PRODUCTS
We offer a wide range of services and products that vary by market, including wireless voice, wireless data and value-added services, fixed voice, fixed data, broadband and IT services, Pay TV and over-the-top (“OTT”) services.
Wireless Operations
In 2022, our wireless voice and data operations generated revenues of Ps.430.4 billion, representing 51.0% of our consolidated revenues. As of December 31, 2022, our wireless operations represented approximately 80.4% of our total RGUs, an increase from 79.2%, as of December 31, 2021.
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 37.6% in December 2021 to 38.0% as of December 31, 2022, while prepaid plans represented 62.0% as of December 31, 2022.
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 300 million wireless voice and data subscribers as of December 31, 2022.
Prepaid customers typically generate lower levels of usage and are often unwilling or financially ineligible to purchase postpaid
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plans. Our prepaid plans have been instrumental to increase wireless penetration in Latin America and Eastern Europe to levels similar to those of developed markets. Additionally, prepaid plans entail little to no risk of non-payment, as well as lower customer acquisition costs and billing expenses, compared to the average postpaid plan.
In general, our average rates per minute of wireless voice are very competitive for both prepaid and postpaid plans. On average, rates per minute of wireless voice used in 2022 increased by approximately 5.4% at constant exchange rates relative to 2021.
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, e-mail services, instant messaging, content streaming and interactive applications. For example, in Mexico, our website for our wireless services (www.telcel.com) through Radiomóvil Dipsa, S.A. de C.V. (“Telcel”), offers a wide range of services and content such as video, music, games and other applications, which our subscribers can access from mobile devices. In addition, we offer other wireless services, including wireless security services, mobile payment solutions, machine-to-machine services, mobile banking, virtual private network (“VPN”) services, video calls and personal communications services (“PCS”).
Fixed Operations
In 2022, our fixed voice, data, broadband and IT solutions had revenues of Ps.258.4 billion, representing 30.6% of our consolidated revenues. As of December 31, 2022, our fixed operations represented approximately 19.6% of our total RGUs, a decrease from 20.8% as of December 31, 2021.
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. We also provide specific solutions to the industrial, financial, government and tourism sectors, among others.
Pay TV
We offer Pay TV through cable and satellite TV subscriptions to both retail and corporate customers under a variety of plans. As of December 31, 2022, we had approximately 13.3 million Pay TV RGUs, an increase of approximately 7.6 thousand Pay TV RGUs from the prior year.
Equipment, Accessories and Computer Sales
Equipment, accessories and computer sales primarily include the sale of handsets, accessories and other equipment.
Other Services
Other services include other businesses such as telephone directories, call center services, wireless security services, advertising, media and software development services.
OTT Services
We sell video, audio and other media content that is delivered through the internet directly from the content provider to the viewer or end user. Our most important service is ClaroVideo, an on-demand internet streaming video provider with more than 33,600 content titles sold across all the Latin American and Caribbean markets in which we operate. We offer bundled packages of ClaroVideo, which may include:
| • | Subscription video on demand, providing unlimited access to a catalogue of over 33,600 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 50 million titles across all music genres.
Services and Products by Country
The following table is a summary of our principal services rendered and products produced as of December 31, 2022, in the countries in which we operate.
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| WIRELESS VOICE, DATA AND VALUE ADDED SERVICES(1) |
FIXED VOICE, BROADBAND, DATA AND IT SERVICES(2) |
PAY TV | OTT SERVICES(3) | |||||
| Argentina |
● |
● |
● |
● | ||||
| Austria |
● |
● |
● |
● | ||||
| Belarus |
● |
● |
● |
● | ||||
| Brazil |
● |
● |
● |
● | ||||
| Bulgaria |
● |
● |
● |
● | ||||
| 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)Includes local calls, national and international long distance. (3)Includes ClaroVideo and ClaroMúsica. (4)Services provided by non-concessionaire subsidiaries. |
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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, 2022, our capital expenditures totaled Ps.159.8 billion, which allowed us to increase our network, to expand our capacity and to upgrade our systems to operate with the latest technologies. With fully convergent platforms, we are able to deliver high-quality voice, video and data products.
As of December 31, 2022, the main components of our infrastructure were comprised of:
| • | Cell sites: 103,055 sites with 2G, 3G, 4G and 5G technologies across Latin America and Europe. Tower space for our cell sites is a combination of towers we own, and tower spaces leased from third parties. Additionally, 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 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. See “Acquisitions, Other Investments and Divestitures.” |
| • | Fiber-optic network: More than 1,096 km. Our network passed approximately 93 million homes. |
| • | Submarine cable systems: Capacity in more than 197 thousand km of submarine cables, including the AMX-1 submarine cable that extends 18,300 km and connects the United States to Central and South America with 13 landing points and also the South Pacific Submarine Cable that extends 7,300 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 (5). 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: 33. 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 and 4G LTE technologies, which we offer in most of the countries where we operate. We aim to increase the speed of transmission of our data services and have been expanding our 4G LTE and 5G coverage. We have begun our 5G rollout in some countries. In February 2022, we launched 5G through Telcel, which was the largest data infrastructure deployment in Latin America. At launch, we covered 18 cities in Mexico and as of December 31, 2022, we covered 100 cities. In Brazil, we covered 59 cities with 5G services as of December 31, 2022.
We transmit wireless calls and data through radio frequencies that we use under spectrum licenses. Spectrum is a limited resource, and, as a result, we may face spectrum and capacity constraints on our wireless network. We continue to invest significant capital in expanding our network capacity and reach and to address spectrum and capacity constraints on a market-by-market basis.
The table below presents a summary of the population covered by our network, by country, as of December 31, 2022.
| GENERATION TECHNOLOGY | ||||||||||||||||
| GSM | UMTS | LTE | 5G | |||||||||||||
| (% of covered population) | ||||||||||||||||
| Argentina |
99 | % | 98 | % | 98 | % | - | |||||||||
| Austria |
100 | % | 96 | % | 98 | % | 80 | % | ||||||||
| Belarus |
100 | % | 100 | % | 0 | % | - | |||||||||
| Brazil |
94 | % | 96 | % | 91 | % | 29 | % | ||||||||
| Bulgaria |
100 | % | 100 | % | 99 | % | 69 | % | ||||||||
| Colombia |
90 | % | 89 | % | 85 | % | - | |||||||||
| Costa Rica |
91 | % | 93 | % | 96 | % | - | |||||||||
| Croatia |
99 | % | 99 | % | 99 | % | 65 | % | ||||||||
| Dominican Republic |
99 | % | 99 | % | 89 | % | 51 | % | ||||||||
| Ecuador |
96 | % | 81 | % | 79 | % | - | |||||||||
| El Salvador |
71 | % | 87 | % | 82 | % | - | |||||||||
| Guatemala |
92 | % | 89 | % | 87 | % | 23 | % | ||||||||
| Honduras |
80 | % | 81 | % | 73 | % | - | |||||||||
| North Macedonia |
100 | % | 100 | % | 99 | % | 34 | % | ||||||||
| Mexico |
95 | % | 96 | % | 95 | % | 45 | % | ||||||||
| Nicaragua |
74 | % | 85 | % | 73 | % | - | |||||||||
| Paraguay |
77 | % | 80 | % | 83 | % | - | |||||||||
| Peru |
88 | % | 84 | % | 83 | % | 17 | % | ||||||||
| Puerto Rico |
0 | % | 97 | % | 99 | % | 87 | % | ||||||||
| Serbia |
100 | % | 98 | % | 99 | % | - | |||||||||
| Slovenia |
100 | % | 100 | % | 99 | % | 68 | % | ||||||||
| Uruguay |
100 | % | 99 | % | 98 | % | - | |||||||||
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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 ATT 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.
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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:
| • | On September 13, 2020, we entered into an agreement to sell our wholly-owned subsidiary TracFone to Verizon. On November 23, 2021, we completed the sale of TracFone to Verizon. We received the closing consideration of U.S.$3,625.7 million in cash, which included U.S.$500.7 million of customary adjustment for TracFone’s cash and working capital and 57,596,544 shares of Verizon’s common stock, par value U.S.$0.10 per share. Verizon has asserted post-closing claims under the adjustments and other provisions of this agreement, which may result in payments by us. Following the transaction closing, Verizon shall pay the Company: (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 a gain by us, 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. |
| • | In December 2020, our Brazilian subsidiary, Claro S.A. (“Claro Brasil”), together with two other offerors, 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% 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. |
| • | In February 2021, our Board of Directors approved a plan to spin off 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. The spin-off was approved by our shareholders in an extraordinary shareholders’ meeting on September 29, 2021. As part of the spin-off and the associated corporate restructuring, we contributed to Sitios 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 spin-off was completed on August 8, 2022, and the shares of Sitios began trading on the Mexican Stock Exchange on September 29, 2022. |
| • | On July 1, 2022, we completed the sale of Claro Panama, S.A. to Cable Wireless Panama, S.A., an affiliate of LLA, which we previously announced on September 15, 2021. |
| • | On October 6, 2022, we combined our Chilean operation, Claro Chile, with the Chilean operations of LLA, VTR, to form a 50:50 joint venture, Claro Chile, SpA, which we previously announced on September 29, 2021. |
For additional information on our acquisitions and investments, see Note 12 to our audited consolidated financial statements included in this annual report.
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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 2022, our efforts were mainly focused on promoting our 5G services, leveraging the speed and quality of our networks and our fixed bundled offers, which compete on broadband speed and premium content.
We build on the strength of our well-recognized brand names to increase consumer awareness and customer loyalty. Building brand recognition is crucial for our business, and we have managed to position our brands as those of a premium carrier in most countries where we operate. According to the 2022 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 2022 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 402,000 points of sale and more than 3,600 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.
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Effects of the COVID-19 Pandemic
While the negative impact of COVID-19 is gradually declining, we continue to closely monitor the evolution of the COVID-19 pandemic in the countries where we operate to take preventative measures to ensure the continuity of our operations and safeguard the health and safety of our personnel and customers.
Discontinued Operations
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, in accordance with IFRS 5, Claro Panama’s operations are classified as discontinued operations for all years presented in the consolidated financial information included in this report. Accordingly, results are presented in the 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 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 Claro Chile, SpA, 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 Claro Chile, SpA with LLA, and all relevant decisions require the consent of both parties. As a result, in accordance with IFRS 5, the operations of Claro Chile are classified as discontinued operations for all years presented in the consolidated financial information included in this report and are recognized through the equity method from October 6, 2022. Accordingly, results are presented in the 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 joint venture agreement.
Segments
We have operations in 22 countries, which are aggregated for financial reporting purposes into nine reportable segments. Our operations in Mexico are presented in two segments—Mexico Wireless and Mexico Fixed, which consist principally of Telcel and Telmex, respectively. Our headquarters operations are allocated to the Mexico Wireless segment. Financial information about our segments is presented in Note 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 subscriber acquisition costs, the competitive landscape, the regulatory environment, economic factors and interconnection rates, among others. Accordingly, our results of operations in each period reflect a combination of these effects on our different segments.
Constant Currency Presentation
Our financial statements are presented in Mexican pesos, but our operations outside Mexico account for a significant portion of our revenues. Currency variations between the Mexican peso and the currencies of our non-Mexican subsidiaries, especially the Euro, U.S. dollar, Brazilian real, Colombian and Argentine peso, affect our results of operations as reported in Mexican pesos. In the following discussion regarding our operating results, we include a discussion of the change in the different components of our revenues between periods at constant exchange rates, i.e., using the same exchange rate to translate the local-currency results of our non-Mexican operations for both periods. We believe that this additional information helps investors better understand the performance of our non-Mexican operations and their contribution to our consolidated results.
Effects of Exchange Rates
Our results of operations are affected by changes in currency exchange rates. In 2022 compared to 2021, the Mexican peso was stronger against some of our operating currencies, including the U.S. Dollar and the Euro.
Since most of our debt is issued by América Móvil out of Mexico, to the extent that our functional currency, the Mexican peso, appreciates or depreciates against the currencies in which our indebtedness is denominated, we may incur foreign exchange gains or losses that are recorded as 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 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. In 2021, the Mexican peso strengthened against the currencies in which most of our indebtedness is denominated, and we recorded net foreign exchange losses of Ps.16.7 billion and net fair value losses on derivatives of Ps.6.8 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 2021 and 2020
Discussions of year-over-year comparisons between 2021 and 2020 that are not included in this report can be found under Part II, “Operating and Financial Review and Prospects” of our
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Form 20-F for the fiscal year ended December 31, 2021, as filed on April 29, 2022. Due to classifying Claro Panama’s and Claro Chile’s operations as discontinued operations for all years 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, 2021, as filed on April 29, 2022, may not align with the figures presented herein for the same periods.
Composition of Operating Revenues
In 2022, our total operating revenues were Ps.844.5 billion.
Revenues from wireless and fixed voice services primarily include charges from monthly subscriptions, usage charges billed to customers and usage charges billed to other service providers for calls completed on our network. The primary drivers of revenues from monthly subscription charges are the number of total 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 costs.
Revenues from wireless and fixed data services primarily include charges for data, cloud, internet, machine-to-machine, OTT services and data center services. In addition, revenues from value-added services and IT solutions, including revenues from dedicated links and VPN services to our corporate clients, also contribute to our results for wireless and fixed data services.
Pay TV revenues consist primarily of charges from subscription services, additional programming, including on-demand programming and advertising.
Equipment, accessories and computer sales revenues primarily include revenues from the sale of handsets, accessories and other equipment such as smart devices.
Other services primarily include revenues from software development, call center services, entertainment content and news, telephone directories, advertising, cybersecurity services, mobile banking and corporate IT solutions.
Seasonality of our Business
Our business is subject to a certain degree of seasonality, characterized by a higher number of new customers during the fourth quarter of each year. We believe this seasonality is mainly driven by the Christmas shopping season. Revenue also tends to decrease during the months of August and September, when family expenses shift towards school supplies in many of the countries in which we operate, mainly Mexico.
General Trends Affecting Operating Results
Our results of operations in 2022 reflected several continuing long-term trends, including:
| • | intense competition, with growing costs for marketing and subscriber acquisition and retention, as well as declining customer prices; |
| • | 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; |
| • | increasing capital expenditures as our capital expenditures continue to return to our pre-COVID-19-pandemic levels; |
| • | 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.
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CONSOLIDATED RESULTS OF OPERATIONS FOR 2022 AND 2021
Operating Revenues
Total operating revenues for 2022 increased by 1.7%, or Ps.13.8 billion, over 2021. At constant exchange rates, total operating revenues for 2022 increased by 7.3% over 2021. This increase 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 2022 increased by 2.7%, or Ps.18.7 billion, over 2021. At constant exchange rates, service revenues for 2022 increased by 8.0% over 2021. This increase 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 2022 decreased by 3.6%, or Ps.4.9 billion, over 2021. At constant exchange rates, sales of equipment revenues for 2022 increased by 3.9% over 2021. This increase in sales of equipment revenues at constant exchange rates principally reflects higher sales of smartphones, data-enabled devices and accessories in Brazil, Central America, Austria, Colombia and Ecuador, which were partially offset by decreased sales in Peru and Mexico.
Operating Costs and Expenses
TOTAL OPERATING COSTS AND EXPENSES. Total operating costs and expenses for 2022 increased by 1.6%, or Ps.8.2 billion, over 2021. At constant exchange rates, total operating costs and expenses for 2022 increased by 7.3% over 2021. 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 increased by 0.6%, or Ps.2.0 billion, over 2021. At constant exchange rates, cost of sales and services for 2022 increased by 6.3% over 2021. This increase principally reflects an increase in sales of higher-end smartphones as well as, increased electric energy, corporate networks, IT services and network maintenance costs. This increase, which was also due to inflationary pressures, was partially offset by the success of our continued cost savings program.
COMMERCIAL, ADMINISTRATIVE AND GENERAL EXPENSES. Commercial, administrative and general expenses for 2022 increased by 3.4%, or Ps.5.9 billion, over 2021. As a percentage of operating revenues, commercial, administrative and general expenses were 21.2% for 2022, as compared to 20.9% for 2021. At constant exchange rates, commercial, administrative and general expenses for 2022 increased by 9.3% over 2021.
This increase principally reflects certain uncollectible accounts and expenses for frequency rights-of-use, improvements to customer service centers and advertising.
OTHER EXPENSES. Other expenses for 2022 increased by Ps.0.3 billion over 2021.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for 2022 increased by 1.5%, or Ps.2.3 billion, over 2021. As a percentage of operating revenues, depreciation and amortization were 18.8% for 2022, the same as 2021. At constant exchange rates, depreciation and amortization for 2022 increased by 8.4% over 2021. This increase principally reflects the effects of the spin-off to Sitios 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, which was completed on August 8, 2022. See “Acquisitions, Other Investments and Divestitures.”
Operating Income
Operating income for 2022 increased by 2.0%, or Ps.3.3 billion, over 2021. Operating margin (operating income as a percentage of operating revenues) was 20.2% for 2022, the same as 2021.
Non-Operating Items
NET INTEREST EXPENSE. Net interest expense (interest expense less interest income) for 2022 increased by 14.2%, or Ps.4.5 billion, over 2021. This increase principally reflects an increase in interest expense on lease liabilities and an increase in interest on debt.
FOREIGN CURRENCY EXCHANGE GAIN (LOSSES), NET. We recorded a net foreign currency exchange gain of Ps.20.8 billion for 2022, compared to our net foreign currency exchange loss of Ps.16.7 billion for 2021. This gain principally reflects the appreciation of the Mexican peso against the foreign currencies in which our indebtedness is denominated, such as the euro, the U.S. dollar and the British pound.
VALUATION OF DERIVATIVES, INTEREST COST FROM LABOR OBLIGATIONS AND OTHER FINANCIAL ITEMS, NET. We recorded a net loss of Ps.19.1 billion for 2022 on the valuation of derivatives, interest cost from labor obligations and other financial items, net, compared to a net loss of Ps.14.2 billion for 2021. The change in 2022 principally reflects a loss on hedging instruments as a result of the depreciation of some of the currencies in which our indebtedness is denominated.
INCOME TAX. Our income tax expense associated with our continuing operations in 2022 increased by 40.7%, or Ps.13.3 billion, over 2021. This increase principally reflects higher profit before income tax due to an increase in our net foreign currency exchange gain of Ps.37.5 billion compared to 2021.
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Our effective corporate income tax rate as a percentage of profit before income tax was 34.3% for 2022, compared to 31.2% for 2021. This rate differed from the Mexican statutory rate of 30.0% and changed year over year principally due to our continued operations and reduction of benefits related to tax losses credits in Brazil, which increased our income tax expense and our effective corporate income tax for 2022.
Net Profit
We recorded a net profit of our continuing operations of Ps.88.2 billion for 2022, an increase of 22.4%, or Ps.16.1 billion, over our continuing operations in 2021.
The net profit obtained through the operation of Claro Panama until its sale on July 1, 2022, the operation of Claro Chile until it was deconsolidated in connection with the creation of the Claro Chile, SpA joint venture on October 6, 2022, and the sale and joint ventures themselves, respectively—classified as net loss for the period discontinued—totaled Ps.6.7 billion in 2022. Together with the net income of our continuing operations, we recorded a net profit of Ps.81.5 billion in 2022 compared to Ps.196.3 billion in 2021.
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 significant non-Mexican operations, as expressed in Mexican pesos per foreign currency unit, and the change from the rate used in the prior period indicated. The U.S. dollar is our functional currency in several of the countries or territories in which we operate, including Ecuador, Puerto Rico and El Salvador.
| MEXICAN PESOS PER FOREIGN CURRENCY UNIT (AVERAGE FOR THE PERIOD) FOR THE YEARS ENDED DECEMBER 31, | ||||||
| 2021 | 2022 | % CHANGE | ||||
| Brazilian real |
3.7625 | 3.9045 | 3.8 | |||
| Colombian peso |
0.0054 | 0.0048 | (11.1) | |||
| Argentine peso |
0.2137 | 0.1586 | (25.8) | |||
| U.S. dollar |
20.2769 | 20.1283 | (0.7) | |||
| Euro |
23.9835 | 21.2285 | (11.5) | |||
The tables below set forth operating revenues and operating income for each of our segments for the years indicated.
| YEAR ENDED DECEMBER 31, 2022 | ||||||||||||||||
| OPERATING REVENUES | OPERATING INCOME | |||||||||||||||
| |
(in millions of Mexican pesos) |
|
|
(as a% of to- tal 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(1) |
38,725 | 4.6 | 1,797 | 1.1 | ||||||||||||
| Andean Region |
55,498 | 6.6 | 8,262 | 4.8 | ||||||||||||
| Central America(2) |
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 |
(33,671 | ) | (4.1) | (6,887 | ) | (4.1) | ||||||||||
| Total |
Ps. 844,501 | 100% | Ps. 170,871 | 100% | ||||||||||||
| YEAR ENDED DECEMBER 31, 2021 | ||||||||||||||||
| OPERATING REVENUES | OPERATING INCOME | |||||||||||||||
| |
(in millions of Mexican pesos) |
|
|
(as a% of to- tal operating revenues) |
|
|
(in millions of (Mexican pesos) |
|
|
(as a% of total operat- ing income) |
| |||||
| Mexico Wireless |
Ps. 243,261 | 29.3% | Ps. 77,784 | 46.4% | ||||||||||||
| Mexico Fixed |
102,427 | 12.3 | 21,100 | 12.6 | ||||||||||||
| Brazil |
152,774 | 18.4 | 21,867 | 13.1 | ||||||||||||
| Colombia |
79,673 | 9.6 | 15,165 | 9.1 | ||||||||||||
| Southern Cone (1) |
39,545 | 4.8 | 2,969 | 1.8 | ||||||||||||
| Andean Region |
52,962 | 6.4 | 7,458 | 4.5 | ||||||||||||
| Central America (2) |
45,469 | 5.5 | 8,700 | 5.2 | ||||||||||||
| Caribbean |
39,929 | 4.8 | 8,661 | 5.2 | ||||||||||||
| Europe |
113,838 | 13.7 | 13,421 | 8.0 | ||||||||||||
| Eliminations |
(39,191 | ) | (4.8) | (9,569 | ) | (5.9) | ||||||||||
| Total |
Ps. 830,687 | 100% | Ps. 167,556 | 100% | ||||||||||||
(1) Excludes Claro Chile.
(2) Excludes Claro Panama.
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INTERPERIOD SEGMENT COMPARISONS
The following discussion addresses the financial performance of each of our reportable segments by comparing results for 2022 and 2021. In the year-to-year comparisons for each segment, we include percentage changes in operating revenues, percentage changes in operating income and operating margin (operating income as a percentage of operating revenues), in each case calculated based on the segment financial information presented in Note 23 to our audited consolidated financial statements, which is prepared in accordance with IFRS.
Each reportable segment includes all income, cost and expense eliminations that occurred between subsidiaries within the reportable segment. The Mexico Wireless segment also includes corporate income, costs and expenses.
Comparisons in the following discussion are calculated using figures in Mexican pesos. We also include percentage changes in adjusted segment operating revenues, adjusted segment operating income and adjusted operating margin (adjusted operating income as a percentage of adjusted operating revenues). The adjustments eliminate (i) certain intersegment transactions, (ii) for our non-Mexican segments, the effects of exchange rate changes and (iii) for the Mexican Wireless segment only, revenues and costs of group corporate activities and other businesses that are allocated to the Mexico Wireless segment.
Discussions of year-over-year comparisons between 2021 and 2020 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, 2021, as filed on April 29, 2022.
2022 COMPARED TO 2021
Mexico Wireless
The number of prepaid wireless subscribers for 2022 increased by 3.4% over 2021, and the number of postpaid wireless subscribers increased by 0.7%, resulting in an increase in the total number of wireless subscribers in Mexico of 2.9%, or 2.3 million, to approximately 82.8 million as of December 31, 2022.
Segment operating revenues for 2022 increased by 1.1% over 2021. Adjusted segment operating revenues for 2022 increased by 4.6% over 2021. This increase in segment operating revenues principally reflects an increase in prepaid and postpaid plans.
Segment operating income for 2022 decreased by 1.4% over 2021. Adjusted segment operating income for 2022 increased by 7.8% over 2021.
Segment operating margin was 31.2% in 2022, as compared to 32.0% in 2021. Adjusted segment operating margin for this segment was 40.3% in 2022, as compared to 39.1% in 2021. This decrease in segment operating margin for 2022 principally reflects increases in costs associated with maintenance, electric energy, customer care and adjustments in wages and salaries.
Mexico Fixed
The number of fixed voice RGUs in Mexico for 2022 decreased by 5.0% over 2021, and the number of broadband RGUs in Mexico decreased by 0.1%, resulting in a decrease in total fixed RGUs in Mexico of 2.7% over 2021, or 584 thousand, to approximately 20.8 million as of December 31, 2022.
Segment operating revenues for 2022 decreased by 2.4% over 2021. Adjusted segment operating revenues for 2022 decreased by 4.8% over 2021. This decrease in segment operating revenues principally reflects a continued decrease in fixed voice revenues by 8.1% and long distance services by 39.5%, which was partially offset by a stable increase in broadband by 3.7% and corporate network services by 0.8%.
Segment operating income for 2022 decreased by 23.4% over 2021. Adjusted segment operating income for 2022 decreased by 51.6% over 2021. This decrease principally reflects increases in network maintenance costs, technical expenses and the contractual salary of our employees.
Segment operating margin was 16.2% in 2022, as compared to 20.6% in 2021. Adjusted segment operating margin was 5.4% in 2022, as compared to 10.6% in 2021. The decrease in segment operating margin for 2022 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 subscribers for 2022 increased by 24.6% over 2021, and the number of postpaid wireless subscribers increased by 13.4%, resulting in an increase in the total number of wireless subscribers in Brazil of 18.0%, or 12.7 million, to approximately 83.2 million as of December 31, 2022. The increase in the number of postpaid wireless subscribers is due primarily to commercial efforts aimed at converting prepaid subscribers to postpaid subscribers and the acquisition of Oi. The number of fixed voice RGUs for 2022 decreased by 6.1% over 2021, the number of broadband RGUs increased by 0.1%, and the number of Pay TV RGUs decreased by 9.6%, resulting in a decrease in total fixed RGUs in Brazil of 4.6%, or 1.1 million, to approximately 24.1 million as of December 31, 2022. The number of Pay TV RGUs has been adjusted to the criteria by which we report to the local regulator.
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Segment operating revenues for 2022 increased by 11.9% over 2021. Adjusted segment operating revenues for 2022 increased by 7.5% over 2021. This increase in adjusted segment operating revenues principally reflects increased performance on prepaid and postpaid, broadband, long distance and corporate and network services, partially offset by fixed voice and Pay TV.
Segment operating income for 2022 increased by 21.9% over 2021. Adjusted segment operating income for 2022 increased by 7.2% over 2021.
Segment operating margin was 15.6% in 2022, as compared to 14.3% in 2021. Adjusted segment operating margin was 14.5% in 2022, as compared to 14.6% in 2021. This slight decrease in adjusted segment operating margin for 2022 principally reflects an increase in electric energy costs and the effects of our cost savings program.
Colombia
The number of prepaid wireless subscribers for 2022 increased by 5.9% over 2021, and the number of postpaid wireless subscribers increased by 10.8%, resulting in an increase in the total number of wireless subscribers in Colombia of 7.1%, or 2.5 million, to approximately 37.5 million as of December 31, 2022. The number of fixed voice RGUs for 2022 increased by 8.5% over 2021, the number of broadband RGUs increased by 1.3% and the number of Pay TV RGUs increased by 3.5%, resulting in an increase in total fixed RGUs in Colombia of 4.2%, or 372 thousand, to approximately 9.2 million as of December 31, 2022.
Segment operating revenues for 2022 decreased by 10.5% over 2021. Adjusted segment operating revenues for 2022 increased by 1.6% over 2021. This decrease in segment operating revenues principally reflects foreign currency exchange losses. During 2022, there was an increase in service and equipment revenues in Colombian pesos, however, at the time of conversion into Mexican pesos, the devaluation of the Colombian peso resulted in decreased segment operating revenues over 2021.
Segment operating income for 2022 decreased by 6.6% over 2021. Adjusted segment operating income for 2022 decreased by 4.0% over 2021.
Segment operating margin was 19.9% in 2022, as compared to 19.0% in 2021. Adjusted segment operating margin was 24.6% in 2022, as compared to 26.1% in 2021. This decrease is due to dollar-denominated costs such as content and network maintenance, and those items that are inflation-linked such as electric energy costs.
Southern Cone - Argentina, Paraguay and Uruguay
The number of prepaid wireless subscribers for 2022 increased by 0.1% over 2021, and the number of postpaid wireless subscribers increased by 5.7%, resulting in an increase in the total number of wireless subscribers in our Southern Cone segment of 2.2%, or 567 thousand, to approximately 27.0 million as of December 31, 2022. The number of fixed voice RGUs for 2022 increased by 39.9% over 2021, the number of broadband RGUs increased by 43.6%, and the number of Pay TV RGUs increased by 42.3%, resulting in an increase in total fixed RGUs in our Southern Cone segment of 41.9%, or 846 thousand, to approximately 2.9 million as of December 31, 2022.
Segment operating revenues for 2022 decreased by 2.1% over 2021. Adjusted segment operating revenues for 2022 decreased by 14.0% over 2021. This decrease is attributable to adverse economic conditions such as exchange rates and inflation, which was partially offset by increases in broadband, Pay TV and fixed voice revenues. For this segment, we analyze results in Argentina, Paraguay and Uruguay in terms of the Argentine peso, because Argentina accounts for the major portion of the operations in these three countries.
Segment operating income for 2022 decreased by 39.5% over 2021. Adjusted segment operating income for 2022 decreased by 16.9% over 2021.
Segment operating margin was 4.6% in 2022, as compared to 7.5% in 2021. Adjusted segment operating margin was 20.8% in 2022, as compared to 21.5% in 2021. This decrease in the segment operating margin for 2022 principally reflects adverse economic conditions, decreases in prepaid and Pay TV revenues in Paraguay and decreases in prepaid and postpaid revenues in Uruguay, which was partially offset by increases in all services revenues in Argentina.
Andean Region - Ecuador and Peru
The number of prepaid wireless subscribers for 2022 decreased by 0.4% over 2021, and the number of postpaid wireless subscribers increased by 8.9%, resulting in an increase in the total number of wireless subscribers in our Andean Region segment of 2.8%, or 591 thousand, to approximately 21.4 million as of December 31, 2022. The number of fixed voice RGUs for 2022 increased by 8.3% over 2021, the number of broadband RGUs increased by 4.5% and the number of Pay TV RGUs increased by 11.0%, resulting in an increase in total fixed RGUs in our Andean Region segment of 6.7%, or 164 thousand, to approximately 2.6 million as of December 31, 2022.
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Segment operating revenues for 2022 increased by 4.8% over 2021. Adjusted segment operating revenues for 2022 increased by 5.0% over 2021. This increase principally reflects increases in revenues in both Peru and Ecuador. The increase in revenues in Peru reflects an increase in revenues from prepaid and postpaid wireless, broadband, corporate networks and Pay TV services, partially offset by a decrease in fixed voice revenues. The increase in revenues in Ecuador reflects an increase in revenues from postpaid, broadband and corporate services, partially offset by a decrease in prepaid, Pay TV and fixed voice revenues.
Segment operating income for 2022 increased by 10.8% over 2021. Adjusted segment operating income for 2022 increased by 4.3% over 2021. This increase principally reflects an increase in operating income of 10.0% in Ecuador, partially offset by a decrease in operating income of 0.9% in Peru.
Segment operating margin was 14.9% in 2022, as compared to 14.1% in 2021. Adjusted segment operating margin was 19.6% in 2022, as compared to 19.8% in 2021. This slight decrease in the segment operating margin for 2022 principally reflects increases in electric energy, maintenance and administration costs and the effects of our cost savings program.
Central America - Guatemala, El Salvador, Honduras, Nicaragua and Costa Rica
The number of prepaid wireless subscribers for 2022 increased by 5.5% over 2021, and the number of postpaid wireless subscribers increased by 7.7%, resulting in an increase in the total number of wireless subscribers in our Central America segment of 5.8%, or 920 thousand, to approximately 16.7 million as of December 31, 2022. The number of fixed voice RGUs for 2022 decreased by 0.8% over 2021, the number of broadband RGUs increased by 8.0%, and the number of Pay TV RGUs increased by 13.4%, resulting in an increase in total fixed RGUs in our Central America segment of 5.7%, or 247 thousand, to approximately 4.6 million as of December 31, 2022.
Segment operating revenues for 2022 increased by 3.8% over 2021. Adjusted segment operating revenues for 2022 increased by 4.6% over 2021.
Segment operating income for 2022 decreased by 13.3% over 2021. Adjusted segment operating income for 2022 decreased by 1.7% over 2021. This decrease in segment operating income for 2022 principally reflects increases in costs associated with electric energy and local rights of infrastructure use.
Segment operating margin was 16.0% in 2022, as compared to 19.1% in 2021. Adjusted segment operating margin was 19.9% in 2022, as compared to 21.1% in 2021. This decrease in segment operating margin for 2022 principally reflects higher subscriber acquisition costs.
Caribbean - The Dominican Republic Puerto Rico
The number of prepaid wireless subscribers for 2022 increased by 5.8% over 2021, and the number of postpaid wireless subscribers increased by 2.0%, resulting in an increase in the total number of wireless subscribers in our Caribbean segment of 4.6%, or 325 thousand, to approximately 7.3 million as of December 31, 2022. The number of fixed voice RGUs for 2022 increased by 3.9% over 2021, the number of broadband RGUs increased by 9.2% and the number of Pay TV RGUs increased by 7.1%, resulting in an increase in total fixed RGUs in our Caribbean segment of 6.4%, or 166 thousand, to approximately 2.8 million as of December 31, 2022.
Segment operating revenues for 2022 increased by 7.0% over 2021. Adjusted segment operating revenues for 2022 increased by 9.0% over 2021. This increase in segment operating revenues 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 2022 increased by 18.8% and 2.4%, respectively, over 2021. Adjusted segment operating income and adjusted segment operating margin for 2022 increased by 40.8% and 5.4%, respectively, over 2021. These increases in adjusted segments, operating income and margin for 2022, principally reflect an operating income increase of 6.5% in the Dominican Republic due to the effects of our costs savings program, and an operating income increase of 320.0% in Puerto Rico due to an extraordinary adjustment in the reserves for health and retirement benefit plans and in property taxes levied on telecom infrastructure in Puerto Rico, excluding the aforementioned effects, the operating income would have increased by 25.7% over 2021.
Europe
The number of prepaid wireless subscribers for 2022 decreased by 1.4% over 2021, and the number of postpaid wireless subscribers increased by 6.3%, resulting in an increase in the total number of wireless subscribers in our Europe segment of 5.0%, or 1.1 million, to approximately 23.9 million as of December 31, 2022. The number of fixed voice RGUs for 2022 decreased by 3.4% over 2021, the number of broadband RGUs increased by 3.1% and the number of Pay TV RGUs increased by 6.4%, resulting in an increase in total fixed RGUs in our Europe segment of 2.1%, or 127 thousand, to approximately 6.2 million as of December 31, 2022.
Segment operating revenues for 2022 decreased by 6.9% over 2021. Adjusted segment operating revenues for 2022 increased by 5.4% over 2021. This increase in adjusted segment operating revenues principally reflects an increase in all services except fixed voice.
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|
|
Segment operating income for 2022 increased by 20.4% over 2021. Adjusted segment operating income for 2022 increased by 18.2% over 2021. Segment operating margin was 15.2% in 2022 as compared to 11.8% in 2021. Adjusted segment operating margin was 15.3% in 2022, as compared to 13.6% in 2021. This increase in adjusted segment operating margin for 2022 principally reflects the effects of our corporate cost savings program and improved performance in all the countries in our Europe segment, partially offset by increases in network maintenance and electric energy costs.
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FUNDING REQUIREMENTS
We generate substantial cash flows from our operations. On a consolidated basis, our cash flows from operating activities were Ps.225.3 billion in 2022, compared to Ps.258.2 billion in 2021. Our cash and cash equivalents amounted to Ps.33.7 billion at December 31, 2022, compared to Ps.38.7 billion at December 31, 2021. 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.159.8 billion in 2022, Ps.158.7 billion in 2021, and Ps.129.6 billion in 2020. 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 2023 of approximately U.S.$8.6 billion (Ps.178.5 billion), which will be primarily funded by our operating activities. Our capital expenditures for 2022 and our budgeted capital expenditures for 2023 continue to return to our pre-COVID-19-pandemic levels. |
| • | Acquisitions - We acquired approximately 32% of Oi Group’s Brazilian mobile business. |
| • | Short-term debt and contractual obligations - We must pay interest on our indebtedness and repay principal when due. As of December 31, 2022, we had approximately Ps.135.9 billion in debt and contractual obligations due in 2023, including approximately Ps.102.0 billion of principal and amortization, Ps.32.9 billion in short-term lease debt, and Ps.0.9 billion in purchase obligations. |
| • | Long-term debt and contractual obligations - As of December 31, 2022, we had approximately Ps.196.2 billion in debt and contractual obligations due between 2024 and 2026, including approximately Ps.135.1 billion of principal and amortization, Ps.39.1 billion in long-term lease debt, and Ps.22.0 billion in purchase obligations. On the same date, we had approximately Ps.66.4 billion in debt and contractual obligations due between 2027 and 2028, including approximately Ps.28.1 billion of principal and amortization, Ps.31.9 billion in long-term lease debt, and Ps.6.4 billion in |
| purchase obligations. On the same date, we had approximately Ps.290.5 billion in debt and contractual obligations due after 2028, including approximately Ps.245.3 billion of principal and amortization, Ps.30.3 billion in long-term lease debt, and Ps.14.9 billion in purchase obligations. |
| • | Dividends - We pay regular dividends. We paid Ps.29.5 billion in dividends in 2022 and Ps.27.8 billion in 2021. Our shareholders approved on April 27, 2023 the payment of a Ps.0.46 ordinary dividend per share in two equal installments in 2023. See “Share Ownership and Trading—Dividends” under Part IV in this annual report. |
| • | Share repurchases - We regularly repurchase our own shares. We spent Ps.26.2 billion repurchasing our own shares in the open market in 2022 and Ps.36.8 billion in 2021. Our shareholders have authorized additional amounts to repurchase, and as of March 31, 2023, we have spent Ps.1.9 billion repurchasing our shares in the open market in 2023, but whether we will continue to do so will depend on our operating cash flow and on various other considerations, including market prices and our other capital requirements. |
BORROWINGS
In addition to cash flows generated from operations, we rely on a combination of borrowings from a range of different sources, including the international capital markets, capital markets in Mexico and other countries where we operate, international and local banks, equipment suppliers and export credit agencies. We seek to maintain access to diverse sources of funding. In managing our funding, we generally seek to keep our leverage, as measured by the ratio of net debt to EBITDA, at a level that is consistent with maintaining the ratings given to our debt by the principal credit rating agencies. Our total consolidated indebtedness as of December 31, 2022, was Ps.510.6 billion, of which Ps.102.0 billion was short-term debt (including the current portion of long-term debt), compared to Ps.564.0 billion as of December 31, 2021.
Management defines net debt as total debt minus cash and cash equivalents, minus marketable securities (including Koninklijke KPN N.V. (“KPN”) shares and Verizon shares), other short-term investments and fixed-income securities with a tenor of more than one year. Verizon shares are factored into calculations of net debt for information as of December 31, 2022 but are not factored into calculations of net debt for information as of December 31, 2021. As of December 31, 2022, we had net debt of Ps.381.5 billion, compared to Ps.400.8 billion as of December 31, 2021.
Without taking into account the effects of derivative financial instruments that we use to manage our interest rate and currency risk, approximately 81.0% of our indebtedness at
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December 31, 2022 was denominated in currencies other than Mexican pesos (approximately 40.0% of such non-Mexican peso debt was in U.S. dollars and 60.0% in other currencies), and approximately 15.6% of our consolidated debt obligations bore interest at floating rates. After the effects of derivative transactions and excluding the debt of Telekom Austria, approximately 50.3% of our net debt as of December 31, 2022, was denominated in Mexican pesos.
The weighted average cost of all our third-party debt at December 31, 2022 (excluding commissions and reimbursement of certain lenders for Mexican taxes withheld) was approximately 5.38% per annum.
Our major categories of indebtedness at December 31, 2022 are summarized in the table below. See also Note 14 to our audited consolidated financial statements included in this annual report.
| DEBT (1) | ||||
| (millions of Mexican pesos) |
| |||
| SENIOR NOTES | ||||
| DENOMINATED IN U.S. DOLLARS |
||||
| América Móvil 3.625% Senior Notes due 2029 |
19,414 | |||
| América Móvil 2.875% Senior Notes due 2030 |
19,414 | |||
| América Móvil 4.700% Senior Notes Due 2032 |
14,561 | |||
| América Móvil 6.375% Senior Notes due 2035 |
19,052 | |||
| América Móvil 6.125% Senior Notes due 2037 |
7,168 | |||
| América Móvil 6.125% Senior Notes due 2040 |
38,741 | |||
| América Móvil 4.375% Senior Notes due 2042 |
22,326 | |||
| América Móvil 4.375% Senior Notes due 2049 |
24,268 | |||
| Total |
164,945 | |||
| DENOMINATED IN MEXICAN PESOS |
||||
| 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 |
5,684 | |||
| América Móvil TIIE + 0.300% Domestic Senior Notes due 2025 |
336 | |||
| 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 |
7,099 | |||
| Total |
53,554 | |||
| DENOMINATED IN EURO |
||||
| Commercial Paper 2.020% due 2023 |
520 | |||
| Commercial Paper 2.010% due 2023 |
1,039 | |||
| Commercial Paper 2.270% due 2023 |
520 | |||
| Commercial Paper 2.150% due 2023 |
520 | |||
| TKA 3.500% Senior Notes due 2023 |
6,235 | |||
| América Móvil 3.259% Senior Notes due 2023 |
15,587 | |||
| América Móvil 1.500% Senior Notes due 2024 |
17,666 | |||
| DEBT (1) | ||||
| (millions of Mexican pesos) |
| |||
| Exchangeable Bond 0.00% due 2024 |
43,582 | |||
| TKA 1.500% Senior Notes due 2026 |
15,587 | |||
| América Móvil 0.750% Senior Notes due 2027 |
15,709 | |||
| América Móvil 2.125% Senior Notes due 2028 |
12,395 | |||
| Total |
129,359 | |||
| DENOMINATED IN BRAZILIAN REAIS |
||||
| Claro Brasil CDI + 1.350% Domestic Senior Notes due 2023 |
9,302 | |||
| Claro Brasil CDI + 1.000% Domestic Senior Notes due 2023 |
2,977 | |||
| Claro Brasil CDI + 1.400% Domestic Senior Notes due 2024 |
15,814 | |||
| Claro Brasil CDI + 1.370% Domestic Senior Notes due 2025 |
5,581 | |||
| Total |
33,674 | |||
| DENOMINATED IN POUND STERLING |
||||
| América Móvil 5.000% Senior Notes due 2026 |
11,729 | |||
| América Móvil 5.750% Senior Notes due 2030 |
15,248 | |||
| América Móvil 4.948% Senior Notes due 2033 |
7,037 | |||
| América Móvil 4.375% Senior Notes due 2041 |
17,594 | |||
| Total |
51,608 | |||
| DENOMINATED IN JAPANESE YEN |
||||
| América Móvil 2.950% Senior Notes due 2039 |
1,925 | |||
| Total |
1,925 | |||
| DENOMINATED IN CHILEAN PESOS |
||||
| América Móvil 3.961% Senior Notes due 2035 |
3,964 | |||
| Total |
3,964 | |||
| BANK DEBT AND OTHER | ||||
| DENOMINATED IN US DOLLARS |
492 | |||
| DENOMINATED IN EUROS |
17,052 | |||
| DENOMINATED IN MEXICAN PESOS |
43,580 | |||
| DENOMINATED IN COLOMBIAN PESOS |
165 | |||
| DENOMINATED IN PERUVIAN SOLES |
4,142 | |||
| DENOMINATED IN BRAZILIAN REAIS |
6,105 | |||
| DENOMINATED IN OTHER CURRENCIES |
24 | |||
| Total |
71,560 | |||
| Total Debt |
510,589 | |||
| Less short-term debt and current portion of long-term debt |
102,024 | |||
| Total Long-term Debt |
408,565 | |||
| EQUITY | ||||
| Capital stock |
95,365 | |||
| Total retained earnings |
505,484 | |||
| Other comprehensive income (loss) items |
(227,044) | |||
| Non-controlling interest |
64,025 | |||
| Total Equity |
437,829 | |||
| Total Capitalization (total long-term debt plus equity) |
846,394 | |||
(1) Totals may not sum due to rounding.
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Additional information about certain categories of our indebtedness is provided below:
Mexican peso-denominated international notes. Our 8.46% senior notes due 2036 are denominated in Mexican pesos, but all amounts in respect of the notes are payable in U.S. dollars, unless a holder of notes elects to receive payment in Mexican pesos in accordance with specified procedures.
Mexican peso-denominated domestic notes. Our domestic senior notes (certificados bursátiles) sold in the Mexican capital markets have varying maturities, ranging from 2024 through 2037, and bear interest at fixed and floating rates.
Global peso notes program. The global peso notes program was established in November 2012. Since its establishment, we have issued peso-denominated notes that can be distributed and traded on a seamless basis in Mexico and internationally. The notes are registered with the SEC in the United States and with the CNBV in Mexico.
International notes. We have outstanding debt securities in the international markets denominated in U.S. dollars, pounds sterling and euros. We have also issued debt securities in the local market in Japan.
In April 2022, we issued a total of U.S.$1 billion aggregate principal amount of 5.375% senior notes due 2032. Sitios assumed all of our obligations under the aforementioned notes and the associated indenture, and we were released from all of our obligations under such notes and indenture.
In May 2022, we made two concurrent, but separate, exclusionary tender offers for up to €600 million aggregate principal amount of our outstanding 0.75% senior notes due 2027 and 2.125% senior notes due 2028.
In July 2022, we issued U.S.$750 million 4.70% senior notes due 2032.
Hybrid notes. In September 2022, we made an exclusionary tender offer for any and all of our outstanding euro NC10 (euro Series B) capital securities due 2073.
Bank loans. At December 31, 2022, we had approximately Ps.71.6 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 expiring in August 2024 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, 2022, 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.
In addition to the bank loans summarized in the table above, in March 2022, we entered into a credit agreement providing for borrowings in an amount up to Ps.20,558,500,000 (the “Sitios Credit Facility”) with a group of lenders that includes affiliates and BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, as administrative agent for the lenders. The full principal amount available under this facility was disbursed on March 23, 2022. The spin-off was completed and the shares of Sitios began trading on the Mexican Stock Exchange on September 29, 2022. In connection therewith, we were released from our obligations under the Sitios Credit Facility, all liabilities with respect thereto were transferred to Sitios, and Sitios assumed all of our obligations thereunder.
Additionally, 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 will mature in 2023.
Option involving TKA shares. The Company has entered into the sale of a cash-settled put option related to TKA shares that will expire in August 2023. See Note 7 to our audited consolidated financial statements included in this annual report.
Bonds exchangeable for KPN shares. On March 2, 2021, our wholly-owned Dutch subsidiary, América Móvil B.V., issued approximately EUR 2.1 billion principal amount of senior unsecured bonds. The bonds will mature in 3 years, will not bear interest and were issued at an issue price of 104.75% of their principal amount. The Bonds will be exchangeable into ordinary shares of KPN, and the initial exchange price is EUR 3.1185.
Euro-denominated commercial paper program. From time to time, we have issued commercial paper under our euro-denominated commercial paper program. At December 31, 2022, the outstanding amount was Ps.2.6 billion under such program.
As of December 31, 2022, we had, on an unconsolidated basis, unsecured and unsubordinated indebtedness of approximately Ps.366.4 billion (U.S.$18.9 billion), excluding guarantees of
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subsidiaries’ indebtedness. As of December 31, 2022, our subsidiaries had indebtedness (excluding guarantees of indebtedness of us and our other subsidiaries) of approximately Ps.144.2 billion (U.S.$7.4 million), and a substantial portion of our subsidiaries’ indebtedness is owed by Telekom Austria.
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, 2022, the aggregate principal amount of debt guaranteed by Telcel was Ps.99,654. 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.
| AS OF DECEMBER 31, 2022 (in millions of Mexican pesos) |
||||||||
| PARENT | GUARANTOR | |||||||
| Current assets |
Ps. 32,473 | Ps. 48,552 | ||||||
| Total assets |
797,287 | 221,510 | ||||||
| Current liabilities |
86,387 | 177,133 | ||||||
| Total liabilities |
445,448 | 190,518 | ||||||
| YEAR ENDED DECEMBER 31, 2022 (in millions of Mexican pesos) |
||||||||
| PARENT | GUARANTOR | |||||||
| Total revenues |
Ps. - | Ps. 169,203 | ||||||
| Operating income |
(7,145 | ) | 99,246 | |||||
| Net profit for the year |
(29,241 | ) | 100,072 | |||||
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, 2022, the net fair value of our derivatives and other financial items was a net liability of Ps.22.7 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.
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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 VI 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 and 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 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.
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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 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.
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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 and IFRIC 23. 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.
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
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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, including the COVID-19 pandemic, could materially adversely affect our business, financial condition and results of operations
We are subject to risks related to public health crises, such as the COVID-19 pandemic, which had an adverse effect on our operating results in 2020. Our business is based on our ability to provide products and services to customers throughout Mexico and around the world 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, 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 equipment such as mobile hotspots, handsets, wirelessly enabled computers, wireless data cards and other connected devices for our customers. In 2022 and 2023 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 2023. We also expect the pressures of input cost inflation to continue into 2023.
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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 denial-of-service attacks, theft, social engineering, phishing, ransomware or similar disruptions from unauthorized access or attempted unauthorized access to our systems could result in the destruction, misuse or release of personal information or other sensitive data. However, it is difficult to detect or prevent evolving forms of cybersecurity incidents, and our systems, and those of our third-party service providers and of our customers, are vulnerable to cybersecurity incidents.
In the event that our systems are breached or damaged for any reason, we may suffer loss or unavailability of data and interruptions to our business operations. If such an event occurs, the unauthorized disclosure, loss or unavailability of data and the disruption to our fixed-line or wireless networks may have a material adverse effect on our business and results of operations. The costs associated with a cybersecurity incident could include increased expenditures on information and cybersecurity measures, damage to our reputation, loss of existing customers and business partners and lead to financial losses from remedial actions and potential liability, including possible litigation and sanctions. Any of these occurrences may result in a material adverse effect on our results of operations and financial condition.
Failure to achieve proper data governance could lead to data mismanagement
We process large amounts of personally identifiable information of customers and employees and are subject to various compliance, security, privacy, data quality and regulatory requirements. Failure to achieve proper data governance could lead to data mismanagement which in turn could result in data loss, regulatory investigations or sanctions, and cybersecurity risk. 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 3.2% for the year ended December 31, 2022, and 3.2% for the year ended December 31, 2021. If we experience an increase in our churn rate, our ability to achieve revenue growth could be materially impacted. In addition, a decline in general economic conditions could lead to an increase in churn, particularly among our prepaid subscribers.
We rely on key suppliers to provide equipment that we need to operate our business
We rely upon various key suppliers to provide us with handsets, network equipment or services, which we need to expand and operate our business. Our key suppliers include Huawei, Ericsson and Alcatel. If these suppliers fail to provide equipment or service to us on a timely basis, we could experience disruptions, which could have an adverse effect on our revenues and results of operations. In addition, we might be unable to satisfy requirements under our concessions.
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Government or regulatory actions with respect to certain suppliers may impact us. For example, the government of the United States and Canada, among others, are currently conducting a regulatory review of certain international suppliers of network equipment and technologies to evaluate potential risks. We are currently unable to predict the outcome of such reviews, including any possible restrictions placed on our key suppliers, and as a result we cannot determine their potential impact on our business.
Our ability to pay dividends and repay debt depends on our subsidiaries’ ability to pay dividends and make other transfers to us
We are a holding company with no significant assets, other than the shares of our subsidiaries and our holdings of cash and cash equivalents. Our ability to pay dividends and repay debt depends on the continued transfer to us of dividends and other income from our subsidiaries. The ability of our subsidiaries to pay dividends and make other transfers to us may be limited by various regulatory, contractual and legal constraints that affect them.
We may fail to realize the benefits anticipated from acquisitions, divestments and significant investments we make from time to time
The business growth opportunities, revenue benefits, cost savings and other benefits we anticipated to result from our acquisitions, divestments and significant investments may not be achieved as expected or may be delayed. Our 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
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 condition or stock price could be materially and adversely affected. 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.
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, 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
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our industry requires us to anticipate and respond to the varied and continually changing demands of our subscribers. It also requires significant capital expenditure, including investment in the continual maintenance and upgrading of our networks, in order to expand coverage, increase our capacity to absorb higher bandwidth usage and adapt to new technologies. We may not be able to accurately predict technological trends or the success of new services in the market. In addition, there could be legal or regulatory restraints to our introduction of new services. If these services fail to gain acceptance in the marketplace, or if costs associated with implementation and completion of the introduction of these services materially increase, our ability to retain and attract subscribers could be adversely affected. This is true across many of the services we provide, including wireless and cable technology.
The intellectual property used by us, our suppliers or service providers may infringe on intellectual property rights owned by others
Some of our products and services use intellectual property that we own or license from others. We also provide content we receive from content producers and distributors, such as ringtones, text games, video games, video, including TV programs and movies, wallpapers or screensavers, and we outsource services to service providers, including billing and customer care functions, 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 write-downs of the carrying value of certain of our assets
Where the circumstances require, we review the carrying value of each of our assets, subsidiaries and investments in associates to assess whether those carrying values can be supported by the future discounted cash flows expected to be derived from such assets.
Whenever we consider that due to changes in the economic, regulatory, business or political environment, our goodwill, investments in associates, intangible assets or fixed assets may be impaired, we consider the necessity of performing certain valuation tests, which may result in impairment charges. The recognition of impairments of tangible, intangible and financial assets could adversely affect our results of operations.
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 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.
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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 more than 10.0% 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. 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 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; |
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| • | imposition of trade barriers; |
| • | changes in law or regulation; 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, Mexican elections in July 2018 and July 2021 resulted in a new president and in a Congress in which the political party with more members in both houses is a different political party from the parties that have been in power in the past. We cannot predict what changes in policy this or future Mexican administrations may adopt, or their impact on our operations. Additionally, in Mexico, economic conditions are strongly impacted by those of the United States. There is continuing uncertainty regarding U.S. policies with respect to matters of importance to Mexico and its economy, particularly with respect to trade and migration.
With respect to Brazil, presidential elections occur every four years. Changes in elected representatives and the perception of risks in connection with volatility related to the 2022 presidential 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.
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 increases in interest rates 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 March 2021, the ICE Benchmark Administration (the Financial Conduct Authority-regulated and authorized administrator of the London Interbank Offered Rate (“LIBOR”)) announced that it would cease the publication of the one-week and two-month U.S. dollar LIBOR after December 31, 2021, and the publication of all remaining U.S. dollar LIBOR tenors after June 30, 2023. Although many of our LIBOR-based obligations provide for alternative methods of calculating the interest rate payable if LIBOR is not reported, the extent and manner of any future changes with respect to methods of calculating LIBOR or replacing LIBOR with another benchmark are unknown and impossible to predict at this time and, as such, may result in interest rates that are materially higher than current interest rates. This could materially and adversely affect our results of 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). It is expected that starting on December 2023, depending upon the TIIE period, use of the existing TIIE rate shall be restricted for new agreements and that, for existing agreements, the TIIE’s calculation methodology is 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 2022, we reported net foreign exchange gains of Ps.20.8 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
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interest and 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.
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On December 20, 2022, our shareholders approved the conversion (such conversion, the “Reclassification”) of all of our outstanding series of shares representing our capital stock, the “AA Shares”, “A Shares” and “L Shares,” into a single series of ordinary shares with full voting rights and no par value, the “B Shares”, on a one for one basis. Pursuant to the Reclassification, B Shares started trading on March 16, 2023, and currently we have a single series of shares outstanding with full voting rights. In connection with the Reclassification, each of our L Share ADSs and A Share ADSs were cancelled and the corresponding number of ADSs representing B Shares were distributed to the applicable holders of L Share ADSs and A Shares ADSs. Accordingly, each of our ADSs now represents 20 B Shares.
The following table sets forth our capital structure as of March 31, 2023, after giving effect to the Reclassification.
| SERIES | NUMBER OF SHARES (MILLIONS) |
PERCENT OF COMBINED CAPITAL |
||||||
| Outstanding B Shares (no par value) |
63,224 | 100 | % | |||||
| Total |
63,224 | 100 | % | |||||
According to reports of beneficial ownership of our shares filed with the SEC, as of March 31, 2023, after giving effect to the Reclassification, 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 B Shares as of March 31, 2023, after giving effect to the Reclassification. 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 B 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 | 28.1 | % | |||||||
| Control Empresarial de Capitales(3) |
10,700 | 16.9 | % | |||||||
| Carlos Slim Helú |
5,200 | 8.2 | % | |||||||
| (1) Percentage figures are based on the number of shares outstanding as of March 31, 2023. | ||||||
| (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 21.8% of all 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 5.0% of our B 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 and may be deemed to be controlled by the Slim Family. | ||||||
| (4) Based on beneficial ownership reports filed with the SEC. | ||||||
As of March 31, 2023, after giving effect to the Reclassification, 7.40% of the outstanding B Shares were represented by B Share ADSs, each representing the right to receive 20 B Shares, and 99.52% of the B Share ADSs were held by 6,943 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.
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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, 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 economic terms of the agreement conform to the reference terms published by Telesites and approved by the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones, or “IFT”).
Our subsidiaries have entered into master service agreements and site agreements with Sitios in each of the countries where Sitios operates pursuant to which Sitios 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 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.
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We regularly pay cash dividends on our shares. The table below sets forth the nominal amount of dividends paid per share on each date indicated, in Mexican pesos and translated into U.S. dollars at the exchange rate reported by Banco de México, as published in the Official Gazette, for each of the respective payment dates.
| PAYMENT DATE | PESOS PER SHARE |
DOLLARS PER SHARE | ||||||
| August 29, 2022 |
Ps. 0.44 | U.S.$ | 0.0221 | |||||
| November 8, 2021 |
Ps. 0.20 | U.S.$ | 0.0097 | |||||
| July 19, 2021 |
Ps. 0.20 | U.S.$ | 0.0100 | |||||
| November 9, 2020 |
Ps. 0.19 | U.S.$ | 0.0092 | |||||
| July 20, 2020 |
Ps. 0.19 | U.S.$ | 0.0085 | |||||
| November 11, 2019 |
Ps. 0.17 | U.S.$ | 0.0090 | |||||
| July 15, 2019 |
Ps. 0.18 | U.S.$ | 0.0095 | |||||
| November 12, 2018 |
Ps. 0.16 | U.S.$ | 0.0080 | |||||
| July 16, 2018 |
Ps. 0.16 | U.S.$ | 0.0085 | |||||
On April 27, 2023 our shareholders approved a cash dividend of Ps.0.46 per share, payable in two equal installments of Ps 0.23 each on July 17, 2023 and November 13, 2023.
As of December 31, 2022, prior to the Reclassification, the declaration, amount and payment of dividends by América Móvil was determined by majority vote of the holders of AA
Shares and A Shares, generally on the recommendation of the Board of Directors, and depended on our results of operations, financial condition, cash requirements, future prospects and other factors considered relevant by the holders of AA Shares and A Shares.
Prior to the Reclassification and the corresponding amendments to our bylaws, our bylaws provided that holders of AA Shares, A Shares and L Shares participate equally on a per-share basis in dividend payments and other distributions, subject to certain non-material preferential dividend rights of holders of L Shares.
After giving effect to the Reclassification, the declaration, amount and payment of dividends by América Móvil will be determined by majority vote of the holders of B Shares (i.e., 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.
After the Reclassification and the corresponding amendments to our bylaws, our bylaws provide that holders of B Shares (i.e., all of our shareholders) participate equally on a per-share basis in dividend payments and other distributions.
After giving effect to the Reclassification, 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 B 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.
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As of December 31, 2022, prior to the Reclassification, we periodically repurchased at our discretion our L Shares and A Shares on the open market pursuant to guidelines approved by our Board of Directors, using funds up to an amount authorized by our shareholders specifically for the repurchase of L Shares and A Shares. Our shareholders authorized the allocation of up to Ps.6 billion in February 2021, Ps.25 billion in April 2021 and Ps.26 billion in November 2021, in each case to repurchase L Shares and A Shares. 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 L Shares and A Shares from April 2022 to April 2023. We may use unused amounts under these authorizations to repurchase B Shares after giving effect to the Reclassification.
In our 2023 annual shareholders’ meeting, our shareholders authorized to allocate an amount equal to Ps.20 billion for the buyback program, amount that will include the balance of the Company’s buyback program fund as of the date of the shareholders’ meeting for the April 2023 – April 2024 period. We expect to continue to periodically repurchase at our discretion our B 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 L Shares by us and our affiliated purchasers in 2022. We did not repurchase our L Shares other than through the share repurchase program, and we only repurchase 42,637 A Shares in 2022, specifically in November at an average price of 19.74 per share.
| PERIOD | TOTAL NUMBER OF SHARES PURCHASED(1) |
AVERAGE PRICE PER SHARE |
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS |
APPROXIMATE MEXICAN PESO VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS(2) |
||||||||||||
| January 2022 |
116,140,633 | Ps. 20.41 | 116,140,633 | Ps. 18,256,273,724.84 | ||||||||||||
| February 2022 |
205,743,252 | 18.86 | 205,743,252 | 14,397,643,412.75 | ||||||||||||
| March 2022 |
150,906,748 | 20.12 | 150,906,748 | 11,378,951,514.10 | ||||||||||||
| April 2022 |
86,450,198 | 21.60 | 86,450,198 | 35,522,092,260.03 | ||||||||||||
| May 2022 |
132,499,802 | 20.15 | 132,499,802 | 32,867,302,992.46 | ||||||||||||
| June 2022 |
128,500,000 | 20.07 | 128,500,000 | 30,303,453,667.70 | ||||||||||||
| July 2022 |
67,500,000 | 19.54 | 67,500,000 | 28,991,865,232.22 | ||||||||||||
| August 2022 |
82,570,000 | 18.56 | 82,570,000 | 27,468,395,546.71 | ||||||||||||
| September 2022 |
102,430,000 | 17.34 | 102,430,000 | 25,702,567,746.92 | ||||||||||||
| October 2022 |
84,000,000 | 17.19 | 84,000,000 | 24,267,080,485.43 | ||||||||||||
| November 2022 |
67,957,363 | 19.45 | 67,957,363 | 22,952,187,734.03 | ||||||||||||
| December 2022 |
140,000,000 | 18.25 | 140,000,000 | 20,411,356,682.85 | ||||||||||||
| Total L Shares |
1,364,697,996 | 1,364,697,996 | ||||||||||||||
| (1) This includes purchases by us and our affiliated purchasers in 2022. |
|
|||||||||||||||
| (2) This is the approximate peso amount available at the end of the period for purchases of both L Shares and A Shares pursuant to our share repurchase program. |
| |||||||||||||||
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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, after giving effect to the Reclassification, 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 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
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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), tax-exempt organizations, banks, insurance companies or other financial institutions, holders liable for the alternative minimum tax, securities traders electing to account for their investment in their shares or ADSs on a mark-to-market basis, entities that are treated for U.S. federal income tax purposes as partnerships or other pass-through entities or equity holders therein and persons holding their shares or ADSs in a hedging transaction or as part of a “straddle” or conversion transaction 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.
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 purposes. U.S. holders that withdraw any shares should consult their own tax advisors regarding the treatment of any foreign currency gain or loss on any pesos received in respect of such shares.
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|
|
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 pesos and will be includible in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date that they are received by the U.S. holder, in the case of shares, or by the depositary, in the case of ADSs (regardless of whether such pesos are in fact converted into U.S. dollars on such date). If such dividends are converted into U.S. dollars on the date of such receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividends. U.S. holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any pesos received by a U.S. holder or depositary that are converted into U.S. dollars on a date subsequent to receipt. Dividends paid by us will not be eligible for the dividends-received deduction allowed to corporations under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
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”). Prior to the Reclassification, the A and L Share ADSs were listed on the NYSE and so qualified as readily tradable on an established securities market in the United States. 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 2021 and 2022 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 2023 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”) 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 is eligible for, and properly elects, the benefits of the Tax Treaty, 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 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.
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. 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.
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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.
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. Under the new foreign tax credit requirements recently adopted by the IRS, any Mexican tax imposed on the sale or other disposition of the shares or ADSs generally will not be treated as a creditable tax for U.S. foreign tax credit purposes. If the Mexican tax is not a creditable tax, the tax would reduce the amount realized on the sale or other 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. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale or other 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.
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AMERICAN DEPOSITARY SHARES
Fees and charges payable by a holder of B Share ADSs.
Our B Share ADSs are listed on the NYSE under the symbol “AMX”. Citibank N.A. is the depositary (the “Depositary”) of our B Share ADSs pursuant to the deposit agreement for the issuance of the B Share ADSs entered into between the Depositary and us (the “Deposit Agreement”). Each B Share ADS represents the right to receive 20 B Shares. See “Form of Deposit Agreement by and among América Móvil, S.A.B. de C.V., Citibank, N.A., as ADS depositary, and the holders and beneficial owners of American Depositary Shares thereunder (incorporated by reference to Exhibit (a) to the Registration Statement on Form F-6 ( File No. 333-270031) filed with the Commission on February 24, 2023)” filed as Exhibit 4.2 with this annual report.
Under the terms of the Deposit Agreement, as of the date of this annual report, a B Share ADS holder may have to pay to the Depositary the fees specified in the table below.
The charges of the Depositary payable by investors are as follows:
| SERVICE | RATE | BY WHOM PAID | ||
| (1) Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a result of distributions described in paragraph (4) below. |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued. | Person for whom ADSs are issued. | ||
| (2) Cancellation of ADSs (e.g., a cancellation of ADSs for Delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) cancelled. | Person for whom ADSs are being cancelled. | ||
| (3) Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. | ||
| (4) Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs. |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. | ||
| (5) Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. | ||
| (6) ADS Services. |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. |
Person holding ADSs on the applicable record date(s) established by the Depositary. | ||
| (7) Registration of ADS Transfers (as defined in the Deposit Agreement) (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC (as defined in the Deposit Agreement) and vice versa, or for any other reason). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) transferred. | Person for whom or to whom ADSs are transferred. | ||
| (8) Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs (as defined in the Deposit Agreement) for Full Entitlement ADSs (as defined in the Deposit Agreement), or upon conversion of Restricted ADSs (as defined in the Deposit Agreement) into freely transferable ADSs (as defined in the Deposit Agreement), and vice versa). |
Up to U.S. $5.00 per 100 ADSs (or fraction thereof) converted. | Person for whom ADSs are converted or to whom the converted ADSs are delivered. | ||
Disclosure for fees incurred in past annual period.
For the year ended December 31, 2022, we received from Citibank N.A., the depositary of our A Share ADSs and L Share ADSs pursuant to the deposit agreements entered into between Citibank N.A. and us for the issuance of the A Share ADSs and L Shares ADSs, respectively, U.S.$1.9 million for expenses we incurred related to the administration and maintenance of the A Share ADS and L Share ADS programs and investor relation activities.
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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.
Prior to the Reclassification, a majority of the holders of the AA Shares and A Shares voting together elected a majority of the directors and alternate directors, provided that any holder or group of holders of at least 10.0% of the total AA Shares and A Shares was entitled to name one director and one alternate director. Two directors and two alternate directors, if any, were elected by a majority vote of the holders of L Shares. Each alternate director attended meetings of the Board of Directors and voted in the absence of the corresponding director. Directors and alternate directors were elected or reelected at each annual general meeting of shareholders and each annual ordinary special meeting of holders of L Shares.
After giving effect to the Reclassification, 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 was 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 27, 2023, the current members of the Board of Directors, the Executive Committee and the Audit and Corporate Practices Committee were reelected, and the Corporate Secretary and the Corporate Pro Secretary were reappointed, with all directors elected by the holders of our B 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 2023 annual general shareholders’ meeting—their term expiring in 2024—their year of birth, and information concerning their committee membership and principal business activities outside América Móvil are set forth below:
| CARLOS SLIM DOMIT | ||
| Cochairman of the Board and Member of 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: |
Business administration; 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: |
Chief Executive Officer of Grupo Sanborns | |
| Other directorships: |
Director of Grupo Carso and its affiliates | |
| Business experience: |
Business administration; Chief Executive Officer of Grupo Carso and Vice President of Commercial Markets of Telmex | |
| DANIEL HAJJ ABOUMRAD | ||
| Director and Member of the Executive Committee | ||
| Born: |
1966 | |
| First elected: |
2000 | |
| Principal occupation: |
Chief Executive Officer of América Móvil | |
| Other directorships: |
Director of Grupo Carso and Telmex | |
| Business experience: |
Business administration; 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 Serinem México (a subsidiary of Corporación Interamericana de Entretenimiento) | |
| Other directorships: |
Director of CIE; Director of Grupo Financiero Citibanamex | |
| Business experience: |
Business administration; Various positions at CIE | |
| FRANCISCO JOSÉ MEDINA CHÁVEZ | ||
| Director | ||
| Born: |
1956 | |
| First elected: |
2018 | |
| Principal occupation: |
Chief Executive Officer and Chairman of Grupo Fame, and Chairman of Grupo Altozano | |
| Other directorships: |
Director of Banco Nacional de México and Grupo Chedraui | |
| Business experience: |
Real estate; Director of Aeroméxico and Mitsui Mexico | |
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| ERNESTO VEGA VELASCO | ||
| Director and Chairman of the Audit and Corporate Practices Committee | ||
| Born: |
1937 | |
| First elected: |
2007 | |
| Principal occupation: |
Retired. Member of the board of directors and audit and corporate practices, planning and finance and evaluation and compensation committees of certain companies. | |
| Other directorships: |
Director of Kuo and its affiliates, Impulsora de Desarrollo y el Empleo en América Latina and its affiliates, and Industrias Peñoles | |
| Business experience: |
Accounting and business administration; 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 its affiliates | |
| Business experience: |
Accounting and business administration; 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: |
Engineer; various positions in Grupo Brisas and Compañía Industrial Tepeji del Río | |
| OSCAR VON HAUSKE SOLÍS | ||
| Director | ||
| Born: |
1957 | |
| First elected: |
2011 | |
| Principal occupation: |
Chief Fixed-line Operations Officer of América Móvil | |
| Other directorships: |
Member of Telekom Austria’s Supervisory Board | |
| Business experience: |
Accounting and business administration; Chief Executive Officer of Telmex Internacional, Chief Systems and Telecommunications Operators Officer of Telmex and member of KPN’s Supervisory Board | |
| VANESSA HAJJ SLIM | ||
| Director | ||
| Born: |
1997 | |
| First elected: |
2018 | |
| Principal occupation: |
Analyst at Inmuebles Carso, S.A.B de C.V. | |
| 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: |
Economist; 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: |
Cheif Executive Officer of Real Estate, Market and Lifesytle | |
| Other directorships: |
Director of Alignmex Real Estate Capital | |
| Business experience: |
Commercial Manager 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 | |
| CLAUDIA JAÑEZ SÁNCHEZ | ||
| Director | ||
| Born: |
1971 | |
| First elected: |
2021 | |
| Principal occupation: |
Independent Director | |
| Other directorships: |
Director of Bolsa Mexicana de Valores, S.A.B. de C.V., and Board Member of Grupo Industrial Saltillo, HSBC Mexico and other AMX affiliates | |
| Business experience: |
Chairman of DuPont Latin America and Chairman of the Executive Council of Global Companies | |
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Our 2023 annual ordinary general shareholders’ meeting determined that the following directors are independent: Claudia Jañez Sanchez, 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 brother-in-law of Patrick Slim Domit and Carlos Slim Domit. Vanessa Hajj Slim is the daughter of Daniel Hajj Aboumrad.
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), Rafael Moisés Kalach Mizrahi and Pablo Roberto González Guajardo. 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) select 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 laws and regulations and is required to submit an annual report to the Board of Directors with respect to our corporate and audit practices. The Audit and Corporate Practices Committee must request the opinions of our executive officers for purposes of preparing this annual report.
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SENIOR MANAGEMENT
The names, responsibilities and prior business experience of our senior officers are as follows:
| DANIEL HAJJ ABOUMRAD | ||
| Chief Executive Officer | ||
| Appointed: |
2000 | |
| Business experience: |
Director of Telmex; Chief Executive Officer of Compañía Hulera Euzkadi | |
| CARLOS JOSÉ GARCÍA MORENO ELIZONDO | ||
| Chief Executive 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 | ||
| Appointed: |
2010 | |
| Business experience: |
Chief Executive Officer of Telmex Internacional; Chief Systems 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 2022 was approximately Ps.5.9 million and Ps.87.5 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 December 31, 2022, prior to the Reclassification, Carlos Slim Domit, Chairman of our Board of Directors, held 647 million (or 3.1%) of our AA Shares and 1,679 million (or 4.0%) of our L Shares directly. Patrick Slim Domit, Cochairman of our Board of Directors, held 323 million (or 1.6%) of our AA Shares and 919 million (or 2.2%) of our L Shares directly.
As of March 31, 2023, after giving effect to the Reclassification, Carlos Slim Domit, Chairman of our Board of Directors, holds 2,326 million (or 3.7%) of our B Shares directly. Patrick Slim Domit, Cochairman of our Board of Directors, holds 1,243 million (or 2.0%) of our B 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.
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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. |
Mexican law requires us to have one or more committees that oversee certain corporate practices, including the appointment of directors and executives. Under the Mexican Securities Market Law, committees overseeing certain corporate practices must be composed of independent directors. However, in the case of controlled companies, such as ours, only a majority of the committee members must be independent. | |
| “Controlled companies” are exempt from these requirements. §303A.00. As a controlled company, we would be exempt from this requirement if we were a U.S. issuer. |
Currently, we do not have a nominating committee, and we are not required to have one. Our Audit and Corporate Practices Committee, which is composed of independent directors, oversees our corporate practices, including the compensation and appointment of directors and executives. | |
| COMPENSATION COMMITTEE | ||
| Compensation committee composed entirely of independent directors is required, which must evaluate and approve executive officer compensation. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. §303A.02(a)(ii) and §303A.05. “Controlled companies” are exempt from this requirement. §303A.00. |
We currently do not have a compensation committee, and we are not required to have one. Our Audit and Corporate Practices Committee, which is comprised solely of independent directors, evaluates and approves the compensation of management (including our CEO) and directors. | |
| AUDIT COMMITTE | ||
| 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. | |
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| 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. Under certain circumstances, however, we may sell treasury stock subject to the approval of our Board of Directors. | |
| CODE OF BUSINESS CONDUCT AND ETHICS | ||
| Corporate governance guidelines and a code of business conduct and ethics are required, with disclosure of any waiver for directors or executive officers. The code must contain compliance standards and procedures that will facilitate the effective operation of the code. §303A.10. |
We have adopted a code of ethics, which applies to all of our directors and executive officers and other personnel. For more information, see “Corporate Governance—Code of Ethics” under Part V of this annual report. | |
| 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. | |
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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, 2022. 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 information technology general controls (“ITGCs”) at our Colombian subsidiary, our disclosure controls and procedures were not effective as of December 31, 2022.
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—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, 2022. Management has identified a material weakness related to certain ineffective ITGCs in our Colombian subsidiary that are relevant to the preparation of financial statements. Specifically, management did not maintain sufficient controls to (i) ensure that user access is revoked in a timely manner where necessary or appropriate, when a user no longer holds a position that requires such access; and (ii) monitor and oversee the activities of any users that access this subsidiary’s information systems and applications, and maintain detailed logs and records of any such activities. As a result, application controls and manual controls dependent on information derived from such systems were also 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, 2022, 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 May 1, 2023.
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| C) ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of América Móvil, S.A.B. de C.V.
Opinion on Internal Control Over Financial Reporting
We have audited América Móvil, S.A.B. de C.V. and subsidiaries’ internal control over financial reporting as of December 31, 2022, 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, 2022, 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 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 in one of the Company’s foreign subsidiaries that are relevant to the preparation of financial statements. As a result, application controls and manual controls dependent on information derived from such systems 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, 2022 and 2021, 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, 2022, 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 2022 consolidated financial statements, and this report does not affect our report dated May 1, 2023, 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.
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 practice of Ernst Young Global Limited
Mexico City, Mexico May 1, 2023 | |
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| D) REMEDIATION PLAN FOR MATERIAL WEAKNESS AND CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is committed to the remediation of the material weakness described above in its Colombian subsidiary, as well as the continued improvement of the Company’s internal control over financial reporting. Management is implementing measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.
As of the date of this Annual Report, management is continuing to remediate the control deficiencies that led to the material weaknesses, including but 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 required access.
We believe that these actions will remediate the material weakness in internal control over financial reporting described above.
Other than the remediation actions described above to address the material weakness, there has been no change in our internal control over financial reporting during 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. |
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| 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, is not incorporated into this annual report. |
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|
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 2022 we updated our mission, vision and values as described in our Code of Ethics to include objective content and better reflect our economic, commercial, social and legal realities. 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.
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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 (Ley Federal de Telecomunicaciones y Radiodifusión) as amended and the Federal Law on Economic Competition (Ley Federal de Competencia Económica) as amended.
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 competition legislation as it applies to those sectors. The Mexican Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes) retains regulatory authority over a few specific public policy matters.
The Mexican government has certain powers in its relations with concessionaires, including the right to take over the management of an operator’s networks, facilities and personnel in cases of imminent danger to national security, public order or the national economy, natural disasters and public unrest, as well as to ensure continuity of public services.
Telecommunications operators are also subject to regulation by the Federal Consumer Bureau (Procuraduría Federal del Consumidor) under the Federal Consumer Protection Law (Ley Federal de Protección al Consumidor), which regulates publicity, quality of services and information required to be provided to consumers.
Asymmetric Regulation of the Preponderant Economic Agent
We are currently subject to extensive specific asymmetric measures based on the IFT’s determination that we 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 (Suprema Corte de Justicia de la Nación) in August 2017 with respect to wireless services and in April 2018 with respect to fixed services. As a result, the IFT ruled that, as of January 1, 2018, in the case of Telcel, and as of January 1, 2019, in the case of Telmex, we are able to charge other carriers for terminating calls to our networks at asymmetric rates established by the IFT. We continue to pay such carriers for their interconnection services in accordance with the fixed and mobile rates set by the IFT.
Sharing Of Wireless Infrastructure and Services. We must provide other carriers access to (i) passive infrastructure, including towers, sites, ducts and rights of way, (ii) elements of our network that allow other carriers and mobile virtual network operators (“MVNOs”) to use our network or resell those services we provide to our customers and (iii) domestic roaming services; in each case, pursuant to IFT pre-approved reference terms (ofertas públicas de referencia). If we cannot reach an agreement with other carriers or MVNOs, our rates may be determined by the IFT using a long-run average incremental costs methodology or, in the case of MVNOs, a “retail-minus” methodology.
For mobile services, the IFT has the right to verify, through a replicability test, that 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 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.
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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 end financing at 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 March 2024. The measures are transitory and 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.
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. The practices of Red Nacional may be subject to regulatory challenges by other market participants. In December 2022, Red Nacional received a resolution issued by IFT lifting price regulation on access to certain local loop access services (servicios de desagregación indirecta del bucle local) in 83 municipalities.
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 regulations on the part of the separate subsidiaries we established to provide wholesale services under the Separation Plan. 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 is an autonomous federal agency that grants new or extends existing concessions, which may only be granted to a Mexican citizen or corporation that has agreed to the concession terms and may not be transferred or assigned without the approval of the IFT. There are 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.
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SPECTRUM CONCESSIONS. Telcel holds multiple concessions, granted under both the previous and current regulatory frameworks, to provide wireless services that utilize frequencies of radio-electric spectrum. These concessions have terms of 15 to 20 years and may be extended for an additional term of equal length.
UNIFIED CONCESSION. Red Nacional holds a unified concession 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 (concesión única), which allows the holder to provide all types of telecommunications and broadcasting services, and a regime under which an existing concession can be migrated to the new unified concession at the end of its term or upon request by the concession holder. A unified concession has a term of up to 30 years, extendable for up to an equal term. Also, under this new framework a current concession may be modified to add services not previously contemplated therein.
However, as a result of our preponderant economic agent status, Telcel, Telmex and Telnor are subject to additional conditions for the migration to a unified concession or the addition of a service, such as Pay TV, to a current concession, including in certain cases (i) payment of any new concession fee to be determined by the IFT, (ii) compliance with current requirements under the network concession, the 2013 constitutional amendments, the 2014 legislation and any additional measures imposed by the IFT on the preponderant economic agent and (iii) such other requirements, terms and conditions as the IFT may establish in the concession itself. We expect the process of migration or additional services to be lengthy and complex. Consequently, Telcel, Telmex and Telnor may not be able to provide certain additional services, such as Pay TV and broadcasting, in the near term.
Telcel’s Concessions
Telcel operates under several different network and spectrum concessions covering particular frequencies and regions, holding an average of 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 | |||
| Band B (850 MHz) |
Regions 4, 5 | Aug. 2010 | Aug. 2040 | |||
| Band B (850 MHz) |
Regions 6, 7, 8 | Oct. 2011 | Oct. 2026 | |||
| 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(1) |
Jul. 2017 | Sep. 2020(2) – 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) Except 7 municipalities in the state of Jalisco and 34 municipalities in the state of Zacatecas. (2) A request for extension has already been filed with the IFT. (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. | ||||||
Concession Fees
All of Telcel’s concessions granted or renewed on or after January 1, 2003 are required to pay annual fees for the use and exploitation of radio spectrum bands. The amounts payable are set forth by the annual Federal Fees Law (Ley Federal de Derechos) and vary depending on the relevant region and radio spectrum band.
Telmex’s Concessions
Telmex’s concession was granted in 1976 and is currently set to expire in 2026. In December 2016, the IFT granted Telmex a 30-year extension of this concession, which will become effective in 2026 and will be valid until 2056. The new terms of this concession will be issued in early 2023.
Telmex’s subsidiary, Telnor, holds a separate concession, which covers one state and two municipalities in northwestern Mexico and will expire in 2026. The IFT also granted Telnor a 30-year extension of its concession, which will be effective in 2026 and will be valid until 2056. The material terms of Telnor’s concession are similar to those of Telmex’s concession.
In addition, Telmex currently holds concessions for the use of frequencies to provide point-to-point and point-to-multipoint transmission in 10.5, 15 and 23 GHz bands.
In 2018, Telmex was notified of a resolution issued by the IFT, through which the IFT imposed a fine of Ps.2.5 billion derived from an alleged breach in 2013 and 2014 of certain minimum quality of service goals for dedicated link services. Telmex has exercised all legal remedies challenging such resolution and a final resolution is pending.
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Rates for Wireless Service
Wireless services concessionaires are generally free to establish the prices they charge customers for telecommunications services. Wireless rates are not subject to a price cap or any other form of price regulation. The interconnection rates concessionaires charge other operators are also generally established by agreement between the parties and, if the parties cannot agree, may be imposed by the IFT, subject to certain guidelines, cost models and criteria. The IFT publishes at the end of the year the rates they would impose in the event of a dispute, eliminating all incentives for a negotiation among the parties. The establishment of interconnection rates has resulted, and may in the future result, in disputes between carriers and with the IFT.
As a result of the preponderance determination, Telcel’s retail prices are subject to pre-approval by the IFT before they can take effect.
The IFT is also authorized to impose specific rate requirements on any carrier that is determined by the IFT to have substantial market power under the Federal Antitrust Law (Ley Federal de Competencia Económica) and the 2014 legislation. For more information on litigation related to the Federal Antitrust Law and the 2014 legislation, see “—Substantial Market Power Investigations” under this Part VI.
Rates for Fixed Service
Telmex’s concessions subject its rates for basic retail telephone services in any period, including installation, monthly rent, measured local-service and long-distance service, to a ceiling on the price of a “basket” of such services, weighted to reflect the volume of each service provided by Telmex during the preceding period. Telmex is required to file a survey with the IFT every four years with its projections of units of operation for basic services, costs and prices. Telmex is free to determine the structure of its own rates, with the exception of domestic long-distance rates, which were eliminated in 2015, and of the residential fixed-line rates, which have a cap based on the long-run average incremental cost. As a result of the preponderance determination, Telmex’s retail prices are subject to pre-approval by the IFT before they can take effect.
The price ceiling varies directly with the Mexican National Consumer Price Index (Indice Nacional de Precios al Consumidor), allowing Telmex to raise nominal rates to keep pace with inflation (minus a productivity factor set for the telecommunications industry), subject to consultation with the IFT. Telmex has not raised its nominal rates for many years. Under Telmex’s concession, the price ceiling is also adjusted downward periodically to pass on the benefits of Telmex’s increased productivity to its customers. The IFT sets a periodic adjustment for every four-year period to permit Telmex to maintain an internal rate of return equal to its weighted average cost of capital.
In addition, basic retail telephone services, as well as broadband services and “calling party pays” charges, are subject to a separate price ceiling structure based on productivity indicators. In each case, Telmex is required to submit a survey on productivity indicators to the IFT every two years, including a total factor productivity. The IFT establishes the productivity factor that will apply over the next two years, and, based on this, the IFT will approve the customer prices before they can take effect.
Prices for Telmex’s wholesale services are established by the IFT based on the long-run average incremental cost model methodology.
BRAZIL
Legal Framework and Principal Regulatory Authorities
The Brazilian Telecommunications Law (Lei Geral das Telecomunicações Brasileiras) provides the framework for telecommunications regulation. The primary telecommunications regulator in Brazil is the Telecommunications Agency (Agência Nacional de Telecomunicações, or “Anatel”), which has the authority to grant concessions and licenses in connection with telecommunications services and the use of orbits, except broadcasting, and to adopt regulations that are legally binding on telecommunications services providers.
The Brazilian Congress has approved an updated legislation to modernize the current concession-based model to an authorization- based model. The updated law brings the possibility of allowing 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 new legislation, it is possible to extend the 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 will be implemented by regulations promulgated by Anatel. 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 Tysat Telecomunicações S.A. (“Claro TV”), after approval by Anatel.
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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 radiofrequency 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 | |||
In addition, Claro TV has various orbital position authorizations for our satellite operations, which are set to expire between 2022 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 2023 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. See Note 17 to our audited consolidated financial statements included in this annual report.
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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 (Plano Geral de Metas da Competição, or “PGMC”), a comprehensive regulatory framework aimed at increasing competition in the telecommunications sector. The PGMC imposes asymmetric measures upon economic groups determined by Anatel to have significant market power in any of the five (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.
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. 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 January 2021.
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 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 (coubicación), have been applicable since February 2016.
In December 2018, Anatel published reference values for fees network that are applicable from 2020 to 2023.
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 quality-of-service targets and (iv) comply with applicable telecommunications services consumer rights.
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 March 9 2021, the General Superintendence at the Administrative Council for Economic Defense (“CADE”) issued a non- binding opinion recommending fines against Claro Brasil, Oi Móvel S.A. (“Oi”) and Telefônica Brasil S.A. (“Telefônica”, together with Claro Brasil and Oi, the “Defendants”). The potential 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 (Rede Correios Consortium), 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. On May 11, 2022, CADE’s tribunal ruled the Defendants must pay the following fines: Claro Brasil (BRL395 million), Oi Móvel S.A. (BRL266 million) and Telefônica
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Brasil S.A. (BRL121.7 million). Since CADE’s Tribunal final ruling was not unanimous, Claro Brasil, Telefônica and Oi filed a motion for clarification (embargos de declaração) to clarify certain aspects of the reporting decision. The decision of the motion for clarifications is pending and the outcome of the final hearing may impact the amount of the fine applied. Claro Brasil will dispute the final fine applied in judicial court.
COLOMBIA
Legal Framework and Principal Regulatory Authorities
The Information and Communications Ministry (Ministerio de Tecnologías de la Información y las Comunicaciones, or “ICT Ministry”) and the Communications Regulatory Commission (Comisión de Regulación de Comunicaciones, or “CRC”) are responsible for overseeing and regulating the telecommunications sector. The main audiovisual regulatory authorities in Colombia with respect to Pay TV services are the CRC, the ICT Ministry and the Industry and Commerce Superintendence (Superintendencia de Industria y Comercio, or “SIC”). Claro is also subject to supervision by other government entities responsible for enforcing other regulations, such as antitrust rules or those protecting consumer rights.
Concessions
Comunicación Celular S.A. (“Comcel”) is qualified to provide fixed and mobile services and was included in the registry of networks and services administered by the ICT Ministry. Such general authorization superseded all of Comcel’s former concession contracts, and, consequently, such former concessions were terminated.
As a result of the termination of Comcel’s former concessions, the ICT Ministry and Comcel began discussions with respect to the liquidation of the agreements governing those concessions. In light of the decision of the Colombian Constitutional Court (Corte Constitucional de Colombia) holding that certain laws limiting the reversion of assets of telecommunications providers did not apply to concessions granted prior to 1998 and, consequently, that reversion of assets under those earlier concessions would be governed by their contractual terms, the ICT Ministry obtained a domestic award ordering Comcel to revert assets under its earlier concessions to the Colombian government. Comcel challenged such award and the Company filed an international arbitration claim against Colombia arising from Colombia’s measures. The international arbitration court overseeing this claim upheld the decision to grant the aforementioned domestic award.
Licenses and Permits
Comcel holds licenses to provide mobile services in the spectrum frequency bands shown in the table below.
| FREQUENCY | BANDWIDTH | TERMINATION DATE | ||
| 850 MHz |
25 MHz | Mar. 2024 | ||
| 1900 MHz |
10 MHz | Dec. 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 | ||
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. The ICT Ministry has released its plan to conduct spectrum auctions in the 700 MHz, 1900 MHz and 2.5 GHz bands. The final resolution containing the auctions’ terms and conditions was published by the ICT Ministry during the fourth quarter of 2019. The auction took place on December 20, 2019. A subsidiary of Novator Partners LLP, a London-based private equity firm (the “Novator Subsidiary”), participated in the auction as a new competitor in the market. The Novator Subsidiary was granted a 20MHz license to operate in the 700MHz frequency band and three blocks of 10MHz for the 2,500MHz frequency band. Colombia Telecomunicaciones (Movistar) and Colombia Movil (Tigo) also participated in the auction. Tigo was granted a 40MHz license to operate in the 700MHz frequency band. Colombia Telecomunicaciones was not granted any licenses in the auction.
Subsequently, the Novator Subsidiary resigned and refused to exercise its rights under the license to operate one block of 10MHz for the 2,500MHz frequency band. As a consequence, on February 11, 2020, the ICT Ministry initiated an administrative proceeding to evaluate and decide on the effects caused by such resignation. Comcel was notified by the ICT Ministry and was considered an interested third party in the administrative
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proceeding. The ICT Ministry imposed a sanction of 42 billion Colombian Pesos, approximately U.S. $12.3 million against Partners as a result of the aforementioned administrative proceeding.
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.
SOUTHERN CONE
ARGENTINA
The National Communications Agency (Ente Nacional de Comunicaciones, or “Enacom”) is the main telecommunications regulatory authority in Argentina and became operational in 2016.
Fixed and mobile services providers are prohibited from providing DTH technology, which is currently the fastest way to provide Pay TV services. In 2017, the Argentine government issued a decree allowing telecommunications providers, including AMX Argentina S.A. (“AMX Argentina”), to provide Pay TV services via cable within a limited number of territories as of January 2018 and to the rest of the country as of January 2019. AMX Argentina has obtained the permissions necessary to provide Pay TV services via cable in accordance with the decree.
AMX Argentina holds licenses in the 700 MHz, 900 MHz, 1700/2100 MHz (AWS), 1900 MHz and 2600 MHz frequency bands, some of which expire in 15 years and some of which have no expiration date. Each license also contains certain coverage parameters, reporting and service requirements and provides Enacom a revocation right upon a material breach of the license terms.
All telecommunications providers in Argentina must contribute approximately 1.0% of their monthly revenues to finance the provision of telecommunications services in underserved areas and to underserved persons. All providers must also meet certain quality-of-service requirements.
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 approve prices for ICT services and to establish regulations to that effect.
In 2021, in accordance with the provisions of decree 690/20, Enacom established the conditions of a “compulsory universal basic benefit” (PBU), which must be provided under conditions of equality. This PBU covers pay TV, 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.
In December 2022, Enacom allocated the 3300 to 3600 MHz frequency band to the land mobile service with primary category for the provision of communications, both fixed and mobile, and the deployment of 5G systems. This service has been deemed “Reliable and Intelligent Telecommunications Service.” Enacom also approved the General Regulation for the Reliable and Intelligent Telecommunications Service, which will regulate the use of this technology.
PARAGUAY
The National Telecommunications Commission of Paraguay (Comisión Nacional de Telecomunicaciones de Paraguay) is in charge of supervising the telecommunications industry in Paraguay. It is authorized to cancel licenses in the event of specified breaches of the terms of a license.
AMX Paraguay, S.A. (“AMX Paraguay”) holds licenses to operate in the 1900 MHz and the 1700/2100 MHz bands. 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). Additionally, in January 2018, AMX Paraguay participated in a spectrum auction and was awarded a license to provide telecommunications services in the 700 MHz band. In November 2018, the Telecommunications Commission of Paraguay granted the renewal of spectrum license in the 1900 MHz band. These licenses are renewable, subject to regulatory approval, and contain coverage, reporting and service requirements.
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In November 2019, the Telecommunications Commission of Paraguay granted AMX Paraguay a license to provide internet access and data transmission services in the 3,500 MHz frequency band, effective until January 12, 2024.
URUGUAY
The Regulatory Unit of Communications Services (Unidad Reguladora de Servicios de Comunicaciones, or “URSEC”) is in charge of the regulation of the telecommunications industry in Uruguay.
AM Wireless Uruguay, S.A. (“AM Wireless Uruguay”) holds licenses to operate in the 1900 MHz, 1700/2100 MHz and 700 MHz frequency bands that expire in 2024, 2033, 2037, 2039 and 2045. Additionally, AM Wireless Uruguay holds an authorization to do a trial for 5G in the 26, 50 GHz – 26, 85 GHz frequency band that expires on July 2021. 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.
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.
On the other hand, in February 2023, URSEC issued the project terms and conditions to take to auction two blocks of 100 MHz (sub-blocks 3300 to 3400 MHz and from 3700 to 3800 MHz) in the 3.5 GHz band. The auction is expected to take place in April 2023. The base price is U.S.$28,000 million for 25 years and the auction is open to local and foreign interested parties.
The license initially granted to Flimay S.A. (“Flimay”) to provide DTH technology services in Uruguay has been contested by the government since 2012. In 2017, the executive branch of Uruguay held under a new ruling that Flimay does not have a valid license to provide DTH services in the country. Flimay requested this ruling be voided, but in February 2018, the executive branch of Uruguay, with support from the Administrative Court (“TCA”), requested the process be closed. In February 2022, TCA 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.
In July 2020, the Consideration Law (Ley de Urgente Consideración) 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.
In November 2021, the Accountability Law (Ley de Rendición de Cuentas) was enacted, whereby URSEC´s antitrust practices competencies were transferred to the Antitrust Commission (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.
ANDEAN REGION
ECUADOR
The primary regulatory authorities for our mobile and fixed-line operations are the National Telecommunications, Regulation and Control Agency (Agencia de Regulación y Control de las Telecomunicaciones, or “Arcotel”) and the Telecommunications and Information Society Ministry (Ministerio de Telecomunicaciones y Sociedad de la Información, or “Mintel”). Arcotel is responsible for the licensing and oversight of radio-electric spectrum use and telecommunications services provisions. Mintel is responsible for the promotion of equal access to telecommunications services.
The Telecommunications Law (Ley Orgánica de Telecomunicaciones), adopted in 2015, serves as the legal framework for telecommunications services. It established regulations for operators with significant market power based on their gross incomes as well as additional fees also based on an operator’s gross income, but that can vary depending on the size of their market share. Consorcio Ecuatoriano de Telecomunicaciones, S.A. (“Conecel”) has 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 has 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 COVID-19 Pandemic (Ley Orgánica para el Desarrollo Económico y Sostenibilidad Fiscal tras la Pandemia COVID-19) 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.
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Conecel holds concessions to operate in the 850MHz, 1900 MHz and AWS bands, which include concessions for PCS that expire in August 2023. The PCS concession contains quality-of-service requirements for successful call completions, SMS delivery times, customer service, geographic coverage and other service conditions. The renewal of the PCS concession is in the process of negotiation with the Ecuadorian government.
Conecel also holds licenses to provide Pay TV Services (through DTH technology), bearer services, and internet services, expiring in 2023, 2032 and 2036, respectively. The license expiring in 2023 is in the process of renewal.
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, the arbitration court 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.
Nevertheless, 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. However, the annulment of the resolution has not ended the dispute with Arcotel. A new arbitration court must issue a new resolution in 2023. At the same time, Conecel enforced its rights 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 (Organismo Supervisor de la Inversión Privada en Telecomunicaciones, or “OSIPTEL”) is in charge of the regulation of the telecommunications industry in Peru. The Ministry of Transport and Communications (Ministerio de Transportes y Comunicaciones, or “MTC”) grants concessions, permits and licenses. The Telecommunications Law (Decreto Supremo N° 013-93-TCC Ley de Telecomunicaciones), adopted in 1993, serves as the legal framework for telecommunications services.
América Móvil Perú, S.A.C. (“Claro Perú”) holds nationwide concessions to provide wireless, PCS, fixed-line, local wholesale, domestic and international long-distance, Pay TV services (through DTH and HFC technologies), public telephone and value-added services (including internet access). The concessions allow Claro Perú to operate on the 450 MHz, 700 MHz, 850 MHz, 1900 MHz, 3.5 GHz and 10.5 GHz bands. As part of Claro Perú’s acquisition of Olo del Perú S.A.C., TVS Wireless S.A.C. and their respective subsidiaries in 2016, Claro Perú has 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).
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.
In 2021 and 2022, our subsidiaries Olo del Peru and TVS Wireless were merged into América Móvil Perú, S.A.C. (“Claro Peru”) with 2.5 GHz spectrum and all licenses previously granted to such subsidiaries transferred to Claro Peru.
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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 | |||
| 1500 MHz | 2044 | |||
| 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 |
900 MHz | 2024 | ||
| 1800 MHz | 2024 | |||
| 2100 MHz 3500 MHz |
2025 2041 | |||
| CROATIA |
700 MHz 800 MHz |
2036 2024 | ||
| 900 MHz | 2024 | |||
| 1800 MHz | 2024 | |||
| 2100 MHz | 2024 | |||
| 3500 MHz | 2036 | |||
| 26000 MHz | 2036 | |||
| NORTH MACEDONIA |
800 MHz | 2033 | ||
| 900 MHz | 2023 | |||
| 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 |
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OTHER JURISDICTIONS
| COUNTRY | PRINCIPAL REGULATORY AUTHORITIES | CONCESSION AND LICENSES | ||
| COSTA RICA |
Superintendency of Telecommunications (Superintendencia de Telecomunicaciones) Ministry of Science, Innovation, Technology and Telecommunications (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) | • Licenses (Frequencies Usufruct Rights) to use 12 MHz in the 900 MHz band, 120 MHz in the 1900 MHz band and 175 MHz in the 3.5 GHz band that all expire in 2033 and were granted for the provision of any type of telecommunications service. | ||
| 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. • 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 2028. • Concessions to use the 3.5 GHz band that expire in 2030. • Long-term transfer lease concessions to use 35.6 MHz of the 2.5 GHz band that expire in 2022, 2023, 2025, 2026, 2030 and 2032. • Franchise to operate Pay TV services using IPTV technology that expires in 2030. | ||
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PART VII: ADDITIONAL INFORMATIONPART VII ADDITIONAL INFORMATION
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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.
|
|
|
DECEMBER 31, |
|
|||||||||
|
|
2020 | 2021 | 2022 | |||||||||
| NUMBER OF EMPLOYEES |
183,180 | 177,713 | 176,014 | |||||||||
| CATEGORY OF ACTIVITY: |
|
|
|
|
|
|
|
|
| |||
| Wireless |
68,733 | 68,606 | 68,981 | |||||||||
| Fixed |
91,460 | 86,788 | 84,829 | |||||||||
| Other businesses |
21,987 | 22,319 | 22,204 | |||||||||
| GEOGRAPHIC LOCATION: |
|
|
|
|
|
|
|
|
| |||
| Mexico |
88,172 | 87,233 | 85,820 | |||||||||
| South America |
56,028 | 53,227 | 52,492 | |||||||||
| Central America |
9,384 | 9,141 | 9,602 | |||||||||
| Caribbean |
10,647 | 10,256 | 10,193 | |||||||||
| Europe |
17,949 | 17,856 | 17,907 | |||||||||
|
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.
|
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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, 2021 and 2022:
|
|
YEAR ENDED DECEMBER 31, | |||||||
|
|
2021 | 2022 | ||||||
|
|
(in millions of Mexican pesos) | |||||||
| Audit fees(1) |
Ps. 267 | Ps. 206 | ||||||
| Audit-related fees(2) |
23 | 32 | ||||||
| Tax fees(3) |
13 | 14 | ||||||
| Total fees |
Ps. 303 | Ps. 252 | ||||||
| (1) Audit fees represent the aggregate fees billed by Mancera and its Ernst Young Global affiliated firms in connection with the audit of our annual financial statements and statutory and regulatory audits. (2) Audit-related fees represent the aggregate fees billed by Mancera and its Ernst Young Global affiliated firms for the review of reports on our operations submitted to IFT and attestation services that are not required by statute or regulation. (3) Tax fees represent fees billed by Mancera and its Ernst Young Global affiliated firms for tax compliance services and tax advice services. |
| |||||||
AUDIT AND CORPORATE PRACTICES COMMITTEE APPROVAL POLICIES AND PROCEDURES
Our audit and corporate practices committee has established policies and procedures for the engagement of our independent auditors for services.
Our audit and corporate practices committee expressly approves any engagement of our independent auditors for audit or non-audit services provided to us or our subsidiaries. Prior to providing any service that requires specific pre-approval, our independent auditor and our Chief Financial Officer present to the audit committee a request for approval of services in which they confirm that the request complies with the applicable rules.
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:
| 8.1 | List of certain subsidiaries of América Móvil, S.A.B. de C.V. | |
| 12.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 12.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 13.1 | Certification pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
| 15.1 | Code of Ethics. | |
| 15.2 | Consent of independent registered public accounting firm. | |
| 17.1 | Subsidiary Guarantors. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Document. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). | |
Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to long-term debt of América Móvil, none of which, 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.
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Some of the information contained or incorporated by reference in this annual report constitutes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Although we have based these forward-looking statements on our expectations and projections about future events, it is possible that actual events may differ materially from our expectations. In many cases, we include, together with the forward-looking statements themselves, a discussion of factors that may cause actual events to differ from our forward-looking statements.
Examples of forward-looking statements include the following:
| • | projections of our commercial, operating or financial performance, our financing, our capital structure or our other financial items or ratios; |
| • | statements of our plans, objectives or goals, including those relating to acquisitions, competition and rates; |
| • | statements concerning regulation or regulatory developments; |
| • | the impact of COVID-19; |
| • | statements about our future economic performance or that of Mexico or other countries in which we operate; |
| • | competitive developments in the telecommunications sector; |
| • | other factors and trends affecting the telecommunications industry generally and our financial condition in particular; and |
| • | statements of assumptions underlying the foregoing statements. |
We use words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and other similar expressions to identify forward- looking statements, but they are not the only way we identify such statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward- looking statements. These factors, some of which are discussed under “Risk Factors,” include the impact of the COVID-19 pandemic, economic and political conditions and government policies in Mexico, Brazil, Colombia, Europe and elsewhere, inflation rates, exchange rates, regulatory developments, technological improvements, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements. You should evaluate any statements made by us in light of these important factors.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
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| 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 | 37 | ||||
| 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 | 32 | |||||
| Additional Information | 89 | |||||
| 4B Business overview | Information on the Company | 9 | ||||
| Regulation | 75 | |||||
| 4C Organizational structure | Exhibit 8.1 | — | ||||
| 4D Property, plant and equipment | Information on the Company | 9 | ||||
| Note 10—Property Plant and Equipment, net | F-47 | |||||
| Liquidity and capital resources | 32 | |||||
| Regulation | 75 | |||||
| 4A Unresolved staff comments | None | — | ||||
| 5 | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | |||||
| 5A Operating results | Overview | 24 | ||||
| Results of operations | 26 | |||||
| Regulation | 75 | |||||
| Liquidity and capital resources | 32 | |||||
| 5B Liquidity and capital resources | Note 14—Debt | F-60 | ||||
| 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 | 62 | ||||
| 6B Compensation | Management | 65 | ||||
| 6C Board practices | Management | 64 | ||||
| Management | 64 | |||||
| 6D Employees | Employees | 90 | ||||
| 6E Share ownership | Major shareholders | 50 | ||||
| Management | 62 | |||||
| 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 | 50 | ||||
| 7B Related party transactions | Related party transactions | 51 | ||||
| 7C Interests of experts and counsel | Not applicable | — |
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| ITEM | FORM 20-F CAPTION | LOCATION IN THIS REPORT | PAGE | |||
| 8 | FINANCIAL INFORMATION | |||||
| 8A Consolidated statements and other financial information | Consolidated Financial Statements | 97 | ||||
| Dividends | 52 | |||||
| Note 17—Commitments and Contingencies | F-68 | |||||
| 8B Significant changes | Not applicable | — | ||||
| 9 | THE OFFER AND LISTING | |||||
| 9A Offer and listing details | Trading markets | 52 | ||||
| 9B Plan of distribution | Not applicable | — | ||||
| 9C Markets | Trading markets | 52 | ||||
| 9D Selling shareholders | Not applicable | — | ||||
| 9E Dilution | Not applicable | — | ||||
| 9F Expenses of the issue | Not applicable | — | ||||
| 10 | ADDITIONAL INFORMATION | |||||
| 10A Share Capital | Not applicable | — | ||||
| 10B Memorandum and articles of association | Bylaws | 52 | ||||
| 10C Material contracts | Information on the Company | 9 | ||||
| Results of operations | 26 | |||||
| Related party transactions | 51 | |||||
| Regulation | 76 | |||||
| 10D Exchange controls | Additional information | 89 | ||||
| 10E Taxation | Taxation of shares and ADSs | 54 | ||||
| 10F Dividends and paying agents | Not applicable | — | ||||
| 10G Statement by experts | Not applicable | — | ||||
| 10H Documents on display | Additional information | 89 | ||||
| 10I Subsidiary information | Not applicable | — | ||||
| 10J Annual report to security holders | Note applicable | — | ||||
| 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | Risk management | 35 | |||
| Note 2 a)—Basis of Preparation of the Consolidated Financial Statements and Summary of Significant Accounting Policies and Practices | F-11 | |||||
| 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | |||||
| 12A Debt securities | Not applicable | — | ||||
| 12B Warrants and rights | Not applicable | — | ||||
| 12C Other securities | Not applicable | — | ||||
| 12D American Depositary Shares | American Depositary Shares | 58 | ||||
| 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | Not applicable | — | |||
| 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | Not applicable | — | |||
| 15 | CONTROLS AND PROCEDURES | Controls and procedures | 68 | |||
| 16A | AUDIT COMMITTEE FINANCIAL EXPERT | Management | 65 | |||
| 16B | CODE OF ETHICS | Code of ethics | 72 | |||
| 16C | PRINCIPAL ACCOUNTANT FEES AND SERVICES | Principal accountant fees and services | 91 | |||
| 16D | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | Not applicable | — | |||
| 16E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | Purchases of equity securities by the issuer and affiliated purchasers | 53 | |||
| 16F | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | Not applicable | — | |||
| 16G | CORPORATE GOVERNANCE | Corporate governance | 66 | |||
| 16H | MINE SAFETY DISCLOSURE | Not applicable | — | |||
| 16I | DISCLOSURE REGARDING FOREIGN JURISDICATIONS THAT PREVENT INSPECTIONS | Not applicable | — | |||
| 16J | INSIDER TRADING POLICIES | Not applicable | — | |||
| 17 | FINANCIAL STATEMENTS | Not applicable | — | |||
| 18 | FINANCIAL STATEMENTS | Consolidated Financial statements | 97 | |||
| 19 | EXHIBITS | Additional Information | 89 |
94
Table of Contents
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, 2023
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 | |
95
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96
Table of Contents
PART VIII CONSOLIDATED FINANCIAL STATEMENTS
97
Table of Contents
F-2 |
||||
Audited Consolidated Financial Statements: |
||||
F-6 |
||||
F-7 |
||||
F-8 |
||||
F-9 |
||||
F-10 |
||||
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, 2022, the balance of gross deferred tax assets was Ps. 128,717,811 thousand. The Company has recognized deferred tax assets arising from net operating loss carryforwards (NOLs) of Ps. 33,314,653 thousand, of which Ps. 24,649,353 thousand was generated by its subsidiary in Brazil. In addition, the Company has recognized deferred tax assets of Ps. 36,662,123 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 the Brazilian 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 Company´s scheduling of the timing and amounts of expected reversals of taxable temporary differences. We also assessed the adequacy of the related financial statement disclosures. | |
Impairment of goodwill | ||
Description of the Matter |
As discussed in Notes 2 and 11 to the consolidated financial statements, as of December 31, 2022, the Company’s goodwill balance was Ps. 141,121,365 thousand. The Company tests goodwill at least annually at the Cash Generating Unit (CGU) level. Impairment exists when the carrying value of a CGU exceeds its recoverable amount, which is the higher of its fair value less cost to sell and its value in use. The Company has estimated the recoverable amount of the CGU by calculating the CGU’s value in use. | |
Auditing management´s annual assessment of impairment of goodwill involved complex auditor judgement because the significant assumptions required to determine the value in use of the CGUs, including revenue growth rates, operating margins and weighted average cost of capital, are sensitive to, and affected by, expected economic factors, technological changes and market conditions, among other factors. | ||
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 determination of the impairment of goodwill, including controls over management’s review of the significant assumptions described above, projected financial information and the valuation model used to develop such estimates. To test the impairment of goodwill our audit procedures included, among others, evaluating the methodology used, testing the significant assumptions mentioned above and the underlying data used by the Company. We assessed the historical accuracy of management’s estimates and projections by comparing them to actual results and obtaining explanations for the variances; examined management’s support for the current estimates and projections by comparing them to industry and economic trends, including market participant data; evaluated management’s methodology on the estimation of the weighted average cost of capital reflecting the economic conditions for each CGU; tested the completeness and accuracy of the underlying data, and evaluated other factors that would significantly affect the projected financial information and thus the value in use of the CGUs. In addition, we involved our valuation specialist to evaluate the methodologies and assumptions used and to test the calculations made by the Company. 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, b), item iii), q) and in Note 18 to the consolidated financial statements, as of December 31, 2022, the defined benefit pension obligation balance for Mexico was Ps. 285,775,547 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, 2022, using the assistance of independent actuarial specialists. Auditing the defined benefit pension obligation for 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 management´s internal specialist responsible for overseeing the preparation of the discount rate and the independent actuarial specialists through the consideration of their professional qualifications, experience and their use of accepted methodology. We also assessed the adequacy of the related financial statement disclosures. |
Note |
At December 31, |
|||||||||||||
2021 |
2022 |
2022 Millions of U.S. dollars |
||||||||||||
| Assets |
||||||||||||||
| Current assets: |
||||||||||||||
| Cash and cash equivalents |
3 | Ps. | Ps. |
US$ |
||||||||||
| Equity investments at fair value through other comprehensive income (OCI) and other short-term investments |
4 | |||||||||||||
| Accounts receivable: |
||||||||||||||
| Subscribers, distributors, recoverable taxes, contract assets and other, net |
5 | |||||||||||||
| Related parties |
6 | |||||||||||||
| Derivative financial instruments |
7 | |||||||||||||
| Inventories, net |
8 | |||||||||||||
| Other current assets, net |
9 | |||||||||||||
| |
|
|
|
|
|
|||||||||
| Total current assets |
Ps. | Ps. |
US$ |
|||||||||||
| Non-current assets: |
||||||||||||||
| Property, plant and equipment, net |
10 | Ps. | Ps. |
US$ |
||||||||||
| Intangibles, net |
11 | |||||||||||||
| Goodwill |
11 | |||||||||||||
| Investments in associated companies |
12b | |||||||||||||
| Deferred income taxes |
13 | |||||||||||||
| Accounts receivable, subscriber, distributors and contract assets, net |
5 | |||||||||||||
| Other assets, net |
9 | |||||||||||||
| Debt instruments at fair value through other comprehensive income (OCI) |
4 | |||||||||||||
| Right-of-use assets |
15 | |||||||||||||
| |
|
|
|
|
|
|||||||||
| Total assets |
Ps. | Ps. |
US$ |
|||||||||||
| |
|
|
|
|
|
|||||||||
| Liabilities and equity |
||||||||||||||
| Current liabilities: |
||||||||||||||
| Short-term debt and current portion of long-term debt |
14 | Ps. | Ps. |
US$ |
||||||||||
| Short-term liability related to right-of-use of assets |
15 | |||||||||||||
| Accounts payable |
16a | |||||||||||||
| Accrued liabilities |
16b | |||||||||||||
| Income tax |
13 | |||||||||||||
| Other taxes payable |
||||||||||||||
| Derivative financial instruments |
7 | |||||||||||||
| Related parties |
6 | |||||||||||||
| Deferred revenues |
||||||||||||||
| |
|
|
|
|
|
|||||||||
| Total current liabilities |
Ps. | Ps. |
US$ |
|||||||||||
| Non-current liabilities: |
||||||||||||||
| Long-term debt |
14 | Ps. | Ps. |
US$ |
||||||||||
| Long-term liability related to right-of-use of assets |
15 | |||||||||||||
| Deferred income taxes |
13 | |||||||||||||
| Deferred revenues |
||||||||||||||
| Asset retirement obligations |
16c | |||||||||||||
| Employee benefits |
18 | |||||||||||||
| |
|
|
|
|
|
|||||||||
| Total non-current liabilities |
Ps. | Ps. |
US$ |
|||||||||||
| |
|
|
|
|
|
|||||||||
| Total liabilities |
Ps. | Ps. |
US$ |
|||||||||||
| |
|
|
|
|
|
|||||||||
| Equity: |
||||||||||||||
| Capital stock |
20 | Ps. | Ps. |
US$ |
||||||||||
| Retained earnings: |
||||||||||||||
| Prior years |
||||||||||||||
| Profit for the year |
||||||||||||||
| |
|
|
|
|
|
|||||||||
| Total retained earnings |
||||||||||||||
| Other comprehensive loss items |
( |
) | ( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||||
| Equity attributable to equity holders of the parent |
||||||||||||||
| Non-controlling interests |
||||||||||||||
| |
|
|
|
|
|
|||||||||
| Total equity |
||||||||||||||
| |
|
|
|
|
|
|||||||||
| Total liabilities and equity |
Ps. | Ps. |
US$ |
|||||||||||
| |
|
|
|
|
|
|||||||||
Note |
For the years ended December 31 |
|||||||||||||||||
2020 (1) |
2021 (1) |
2022 |
2022 Millions of U.S. dollars, except for earnings per share |
|||||||||||||||
Operating revenues: |
||||||||||||||||||
Service revenues |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
Sales of equipment |
||||||||||||||||||
| Ps. | Ps. | Ps. |
US$ |
|||||||||||||||
Operating costs and expenses: |
||||||||||||||||||
Cost of sales and services |
||||||||||||||||||
Commercial, administrative and general expenses |
||||||||||||||||||
Other expenses |
||||||||||||||||||
Depreciation and amortization |
9,10,11 and 15 |
|||||||||||||||||
| Ps. | Ps. | Ps. |
US$ |
|||||||||||||||
Operating income |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
Interest income |
||||||||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
Foreign currency exchange (loss) gain, net |
( |
) | ( |
) | ||||||||||||||
Valuation of derivatives, interest cost from labor obligations and other financial items, net |
22 | ( |
) | ( |
) |
( |
) | |||||||||||
Equity interest in net result of associated companies |
( |
) | ( |
) |
( |
) | ||||||||||||
Profit before income tax |
||||||||||||||||||
Income tax |
13 | |||||||||||||||||
Net profit for the year from continuing operations |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
Profit (loss) after tax for the year from discontinued operations |
( |
) |
( |
) | ||||||||||||||
Net profit for the year |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
Net profit for the year attributable to: |
||||||||||||||||||
Equity holders of the parent from continuing operations |
20 | Ps. | Ps. | Ps. |
US$ |
|||||||||||||
Equity holders of the parent from discontinued operations |
2, Ac | ( |
) |
( |
) | |||||||||||||
Non-controlling interests |
||||||||||||||||||
| Ps. | Ps. | Ps. |
US$ |
|||||||||||||||
Basic and diluted earnings per share attributable to equity holders of the parent from continuing operations |
20 | Ps. | Ps. | Ps. |
US$ |
|||||||||||||
Basic and diluted earnings per share attributable to equity holders of the parent from discontinued operations |
20 | Ps. | Ps. | Ps. |
( |
) |
US$ |
( |
) | |||||||||
Other comprehensive income (loss) items: |
||||||||||||||||||
Net other comprehensive loss that may be reclassified to profit or loss in subsequent years: |
||||||||||||||||||
Effect of translation of foreign entities from continuing operations |
Ps. | ( |
) | Ps. | ( |
) | Ps. |
( |
) |
US$ |
( |
) | ||||||
Effect of translation of foreign entities from discontinued operations |
— | ( |
) | |||||||||||||||
Items that will not be reclassified to (loss) or profit in subsequent years: |
||||||||||||||||||
Re-measurement of defined benefit plan, net of deferred taxes |
( |
) | ( |
) |
( |
) | ||||||||||||
Unrealized (loss) gain on equity investments at fair value, net of deferred taxes |
( |
) | ( |
) |
( |
) | ||||||||||||
Revaluation surplus, net of deferred taxes |
||||||||||||||||||
Total other comprehensive income (loss) items for the year, net of deferred taxes |
21 | ( |
) |
( |
) | |||||||||||||
Total comprehensive income for the year |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
Comprehensive income for the year attributable to: |
||||||||||||||||||
Equity holders of the parent from continuing operations |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
Non-controlling interests |
||||||||||||||||||
| Ps. | Ps. | Ps. |
US$ |
|||||||||||||||
Comprehensive income for the period: |
||||||||||||||||||
Net comprehensive income from continuing operations |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
Net comprehensive income (loss) from discontinued operations |
2, Ac | ( |
) |
( |
) | |||||||||||||
| Ps. | Ps. | Ps. |
US$ |
|||||||||||||||
| (1) | Restated for discontinued operations. |
Capital stock |
Legal reserve |
Retained earnings |
Unrealized (loss) gain 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, 2020 |
Ps. | Ps. | Ps. | Ps. | ( |
) | Ps. | ( |
) | Ps. | ( |
) | Ps. | — | Ps. | Ps. | Ps. | |||||||||||||||||||||||
Net profit for the year |
— | — |
— | — | — | — | ||||||||||||||||||||||||||||||||||
Unrealized loss on equity investments at fair value, net of deferred taxes |
— | — |
— | ( |
) | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||
Remeasurement of defined benefit plan, net of deferred taxes |
— | — |
— | — | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Effect of translation of foreign entities |
— | — |
— | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Revaluation surplus, net of deferred taxes |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Comprehensive income (loss) for the year |
— | — |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Dividends declared |
— | — |
( |
) | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Stock dividend |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Repurchase of shares |
( |
) | — |
( |
) | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
Other acquisitions of non-controlling interests |
— | — |
( |
) | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Balance at December 31, 2020 |
Ps. | Ps. | Ps. | Ps. | ( |
) | Ps. | ( |
) | Ps. | ( |
) | Ps. | Ps. | Ps. | Ps. | ||||||||||||||||||||||||
Net profit for the year |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Unrealized gain on equity investments at fair value, net of deferred taxes |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Remeasurement of defined benefit plan, net of deferred taxes |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Effect of translation of foreign entities |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
Discontinued operations |
— | — | — | — | — | ( |
) | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||
Transfer of assets’ revaluation surplus |
— | — | — | — | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||||
Comprehensive income (loss) for the year |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Dividends declared |
— | — | ( |
) | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Repurchase of shares |
( |
) | — | ( |
) | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
Other acquisitions of non-controlling interests |
— | — | — | — | — | — | ( |
) | ||||||||||||||||||||||||||||||||
Balance at December 31, 2021 |
Ps. |
Ps. |
Ps. |
Ps. |
( |
) |
Ps. |
( |
) |
Ps. |
( |
) |
Ps. |
Ps. |
Ps. |
Ps. |
||||||||||||||||||||||||
Net profit for the year |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||
Unrealized loss on equity and debt investments at fair value, net of deferred taxes |
— |
— |
— |
( |
) |
— |
— |
— |
( |
) |
— |
( |
) | |||||||||||||||||||||||||||
Remeasurement of defined benefit plan, net of deferred taxes |
— |
— |
— |
— |
( |
) |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Effect of translation of foreign entities |
— |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | |||||||||||||||||||||||||
Discontinued operations |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||
Transfer of assets’ revaluation surplus |
— |
— |
— |
— |
— |
( |
) |
— |
— |
— |
||||||||||||||||||||||||||||||
Comprehensive income (loss) for the year |
— |
— |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Dividends declared |
— |
— |
( |
) |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||
Repurchase of shares |
— |
( |
) |
— |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||||||||
Recycling of assets revaluation surplus by spin.off,net of deferred taxes |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Spin-off effects |
( |
) |
— |
( |
) |
— |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||||||
Other acquisitions of non-controlling interests |
— |
— |
( |
) |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||
Balance at December 31, 2022 |
Ps. |
Ps. |
Ps. |
Ps. |
( |
) |
Ps. |
( |
) |
Ps. |
( |
) |
Ps. |
Ps. |
Ps. |
Ps. |
||||||||||||||||||||||||
For the years ended December 31 |
||||||||||||||||||
Note |
2020 (1) |
2021 (1) |
2022 |
2022 Millions of U.S. dollars |
||||||||||||||
| Operating activities |
||||||||||||||||||
| Profit before income tax from continuing operations |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
| Profit before income tax from discontinued operations |
2, Ac | ( |
) |
( |
) | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Profit before income tax |
||||||||||||||||||
| Items not requiring the use of cash: |
||||||||||||||||||
| Depreciation property, plant and equipment and right-of-use assets |
10 and 15 | |||||||||||||||||
| Amortization of intangible and other assets |
9 and 11 | |||||||||||||||||
| Equity interest in net result of associated companies |
( |
) | ||||||||||||||||
| Loss (gain) on sale of property, plant and equipment |
( |
) | ||||||||||||||||
| Net period cost of labor obligations |
18 | |||||||||||||||||
| Foreign currency exchange loss (income), net |
( |
) |
( |
) | ||||||||||||||
| Interest income |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Interest expense |
||||||||||||||||||
| Employee profit sharing |
||||||||||||||||||
| (Gain) loss in valuation of derivative financial instruments, capitalized interest expense and other, net |
( |
) | ||||||||||||||||
| Gain on net monetary positions |
22 | ( |
) | ( |
) | ( |
) |
( |
) | |||||||||
| Gain on sale of subsidiary |
2, Ac | — | ( |
) | ( |
) |
( |
) | ||||||||||
| Deconsolidation effect of subsidiary |
— | — | ||||||||||||||||
| Working capital changes: |
||||||||||||||||||
| Subscribers, distributors, recoverable taxes, contract assets and other, net |
( |
) |
( |
) | ||||||||||||||
| Prepaid expenses |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Related parties |
||||||||||||||||||
| Inventories |
( |
) |
( |
) | ||||||||||||||
| Other assets |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Employee benefits |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Accounts payable and accrued liabilities |
( |
) |
( |
) | ||||||||||||||
| Employee profit sharing paid |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Financial instruments and other |
( |
) | ( |
) |
( |
) | ||||||||||||
| Deferred revenues |
( |
) | ||||||||||||||||
| Interest received |
||||||||||||||||||
| Income taxes paid |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Cash flows from discontinued operating |
( |
) |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net cash flows provided by continuing operating activities |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Investing activities |
||||||||||||||||||
| Purchase of property, plant and equipment |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Acquisition of intangibles |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Dividends received |
22 | |||||||||||||||||
| Proceeds from sale of property, plant and equipment |
||||||||||||||||||
| Acquisition of businesses, net of cash acquired |
12 | ( |
) | ( |
) |
( |
) | |||||||||||
| Partial sale of shares of associated company |
||||||||||||||||||
| Investments in associate companies |
( |
) | ( |
) |
( |
) | ||||||||||||
| Proceeds from the sale of businesses |
||||||||||||||||||
| Short-term investments |
( |
) | ( |
) | ||||||||||||||
| Cash flows from discontinued investing |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net cash flows used in investing continuing activities |
Ps. | ( |
) | Ps. | ( |
) | Ps. |
( |
) |
US$ |
( |
) | ||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Financing activities |
||||||||||||||||||
| Loans obtained |
||||||||||||||||||
| Repayment of loans |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Payment of liability related to right-of-use of assets |
15 | ( |
) | ( |
) | ( |
) |
( |
) | |||||||||
| Interest paid |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Repurchase of shares |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Dividends paid |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Acquisition of non-controlling interests |
12 | ( |
) | ( |
) | ( |
) |
( |
) | |||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net cash flows used in financing activities |
Ps. | ( |
) | Ps. | ( |
) | Ps. |
( |
) |
US$ |
( |
) | ||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Net gain (decrease) in cash and cash equivalents |
Ps. | Ps. | Ps. |
( |
) |
US$ |
( |
) | ||||||||||
| Adjustment to cash flows due to exchange rate fluctuations, net |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||
| Cash and cash equivalents at beginning of the year |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Cash and cash equivalents at end of the year |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Non-cash transactions related to: |
||||||||||||||||||
| Acquisitions of property, plant and equipment in accounts payable at end year |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
| Spin-off |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
| Revaluation surplus |
— | — |
— |
|||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Non-cash transactions |
Ps. | Ps. | Ps. |
US$ |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| (1) | Restated for discontinued operations. |
| • | 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. |
| Company name |
Country |
Equity interest at December 31 |
||||||||||
2021 |
2022 |
|||||||||||
| Subsidiaries: |
||||||||||||
| América Móvil B.V. a) |
Netherlands | % | % | |||||||||
| Compañía Dominicana de Teléfonos, S.A. (“Codetel”) b) |
Dominican Republic | % | % | |||||||||
| Sercotel, S.A. de C.V. a) |
Mexico | % | % | |||||||||
| Radiomóvil Dipsa, S.A. de C.V. and subsidiaries (“Telcel”) b) |
Mexico | % | % | |||||||||
| Puerto Rico Telephone Company, Inc. b) |
Puerto Rico | % | % | |||||||||
| Servicios de Comunicaciones de Honduras, S.A. de C.V. (“Sercom Honduras”) b) |
Honduras | % | % | |||||||||
| Claro S.A. b) |
Brazil | % | % | |||||||||
| NII Brazil Holding S.A.R.L a) |
Luxembourg | % | % | |||||||||
| Claro NXT Telecomunicações, S.A. b) |
Brazil | % | % | |||||||||
| Telecomunicaciones de Guatemala, S.A. (“Telgua”) b) |
Guatemala | % | % | |||||||||
| Claro Guatemala, S.A. b) |
Guatemala | % | % | |||||||||
| Empresa Nicaragüense de Telecomunicaciones, S.A. (“Enitel”) b) |
Nicaragua | % | % | |||||||||
| Compañía de Telecomunicaciones de El Salvador, S.A. de C.V. (“CTE”) b) |
El Salvador | % | % | |||||||||
| Comunicación Celular, S.A. (“Comcel”) b) |
Colombia | % | % | |||||||||
| Consorcio Ecuatoriano de Telecomunicaciones, S.A. (“Conecel”) b) |
Ecuador | % | % | |||||||||
| AMX Argentina, S.A. b) |
Argentina | % | % | |||||||||
| AMX Paraguay, S.A. b) |
Paraguay | % | % | |||||||||
| AM Wireless Uruguay, S.A. b) |
Uruguay | % | % | |||||||||
| Claro Chile, S.A. c) |
Chile | % | ||||||||||
| América Móvil Perú, S.A.C b) |
Peru | % | % | |||||||||
| Claro Panamá, S.A. b) d) |
Panama | % | ||||||||||
| Teléfonos de México, S.A.B. de C.V. b) |
Mexico | % | % | |||||||||
| Telekom Austria AG b) |
Austria | % | % | |||||||||
| Joint venture: |
||||||||||||
| Claro Chile, SpA c) |
Chile | % | ||||||||||
| a) | Holding companies |
| b) | Operating companies of mobile and fixed services |
| c) | On October 6, 2022, this entity combined its operations with the Chilean operations of LLA to form a joint venture. See Note 12b. |
| d) | On July 1, 2022, this entity was discontinued operations. See Note 2Ac. |
| • | all monetary assets and liabilities were translated at the closing exchange rate of the period; |
| • | all non-monetary assets and liabilities at the closing exchange rate of the period; |
| • | equity accounts are translated at the exchange rate at the time the capital contributions were made and the profits were generated; |
| • | revenues, costs and expenses are translated at the average exchange rate of the period, except for the operations of the subsidiaries in Argentina, whose economy is considered hyperinflationary since 2018; |
| • | the 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”. |
| • | 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, 2021 and 2022 were |
| (i) | Identify the acquirer |
| (ii) | Determine the acquisition date |
| (iii) | Value the acquired identifiable assets and assumed liabilities |
| (iv) | Recognize the goodwill or a bargain purchase gain |
| Network infrastructure |
||||
| Buildings and leasehold improvement |
||||
| Other assets |
• |
Current subscribers and expected growth. |
• |
Type of subscribers (prepaid, postpaid, fixed line, multiple services) |
• |
Market environment and penetration expectations |
• |
New products and services |
• |
Economic environment of each country |
• |
Expenses for maintaining the current assets |
• |
Investments in technology for expanding the current assets |
• |
Market consolidation and synergies |
| • | Margin on EBITDA is determined by dividing EBITDA (operating income plus depreciation and amortization) by total revenues. |
| • | Margin on CAPEX is determined by dividing capital expenditures (“CAPEX”) by total revenues. |
| • | Pre-tax weighted average cost of capital (“WACC”) is used to discount the projected cash flows. |
Average margin on EBIDTA |
Average margin on CAPEX |
Average pre-tax discount rate (WACC) |
||||||||||
2021: |
||||||||||||
Europe (7 countries) |
||||||||||||
Brazil (fixed line, wireless and TV) |
||||||||||||
Puerto Rico |
||||||||||||
Dominican Republic |
||||||||||||
Mexico (fixed line and wireless) |
||||||||||||
Ecuador |
||||||||||||
Peru |
||||||||||||
El Salvador |
||||||||||||
Colombia |
||||||||||||
Other countries |
||||||||||||
2022: |
||||||||||||
Europe (7 countries) |
||||||||||||
Brazil (fixed line, wireless and TV) |
||||||||||||
Puerto Rico |
||||||||||||
Dominican Republic |
||||||||||||
Mexico (fixed line and wireless) |
||||||||||||
Ecuador |
||||||||||||
Peru |
||||||||||||
El Salvador |
||||||||||||
Colombia |
||||||||||||
Other countries |
||||||||||||
i) |
Right-of-use |
Assets |
Useful life | |
Towers and sites |
||
Property |
||
Other equipment |
| ii) | Lease liabilities. |
| iii) | Short-term leases and leases of low value assets. |
• |
Financial assets at amortized cost (debt instruments) |
| • | Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) |
| • | Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) |
| • | Financial assets at fair value through profit or loss |
| • | 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 |
| • | 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 |
| • | 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 |
Average exchange rate |
Closing exchange rate at December 31, |
|||||||||||||||||||||
Country or Zone |
Currency |
2020 | 2021 | 2022 |
2021 | 2022 |
||||||||||||||||
| Argentina (1) |
Argentine Peso (AR$) | |||||||||||||||||||||
| Brazil | Real (R$) | |||||||||||||||||||||
| Colombia | Colombian Peso (COP$) | |||||||||||||||||||||
| Guatemala | Quetzal | |||||||||||||||||||||
| U.S.A. (2) |
US Dollar | |||||||||||||||||||||
| Uruguay | Uruguay Peso | |||||||||||||||||||||
| Nicaragua | Cordoba | |||||||||||||||||||||
| Honduras | Lempira | |||||||||||||||||||||
| Chile | Chilean Peso | |||||||||||||||||||||
| Paraguay | Guaraní | |||||||||||||||||||||
| Peru | Sol (PEN$) | |||||||||||||||||||||
| Dominican Republic | Dominican Peso | |||||||||||||||||||||
| Costa Rica | Colon | |||||||||||||||||||||
| European Union | Euro | |||||||||||||||||||||
| Bulgaria | Lev | |||||||||||||||||||||
| Belarus | New Belarusian Ruble | |||||||||||||||||||||
| Croatia | Croatian Kuna | |||||||||||||||||||||
| Macedonia | Macedonian Denar | |||||||||||||||||||||
| Serbia | Serbian Denar | |||||||||||||||||||||
| (1) | Year-end rates are used for the translation of revenues and expenses if IAS 29 “Financial Reporting in Hyperinflationary Economies” |
| (2) | Includes U.S.A., Ecuador, El Salvador, Puerto Rico and Panama. |
| (i) | The date of the plan amendment or curtailment, and |
| (ii) | The date that the Company recognizes restructuring-related costs |
| • | 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. |
| (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. |
| • | 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. |
As of July 1, |
||||
2022 |
||||
| Current assets: |
||||
| Cash |
Ps. |
|||
| Account receivable to subscribers, distributors and others Net |
||||
| Inventories, net |
||||
| Other assets, net |
||||
| |
|
|||
| Total current assets |
||||
| Non-current assets: |
||||
| Property, plant and equipment |
||||
| Intangibles, net |
||||
| Account receivables to subscribers, distributors and others, Net |
||||
| Other assets, net |
||||
| Right-of-use |
||||
| |
|
|||
| Total assets |
Ps. |
|||
| |
|
|||
| Short term liability related to right-of-use |
Ps. |
|||
| Accounts payable |
||||
| Payable taxes |
||||
| Related parties |
||||
| Deferred income |
||||
| Long term liability related to right-of-use |
Ps. |
|||
| Deferred income |
||||
| |
|
|||
| Total liabilities |
||||
| |
|
|||
| Net assets directly related to the Group’s disposal |
Ps. |
|||
| |
|
|||
For the years ended December 31, |
July 1 st . |
|||||||||||
2020 |
2021 |
2022 |
||||||||||
| Operative revenue: |
||||||||||||
| Revenue services |
Ps. | |
Ps. | |
Ps. |
|||||||
| Sales of equipment |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total costs and expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Operating profit |
( |
) | ( |
) | ||||||||
| Financial costs |
( |
) | ( |
) | ( |
) | ||||||
| Gain on sale of discontinued operations |
||||||||||||
| Profit before income taxes of discontinued operations |
( |
) | ( |
) | ||||||||
| Income taxes: |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net profit of the period of discontinued operations |
Ps. | ( |
) | Ps. | ( |
) | Ps. |
|||||
| |
|
|
|
|
|
|||||||
| b) | TracFone Disposal |
For the years ended December 31 |
||||||||
| 2020 | 2021 | |||||||
| Operating revenues: |
||||||||
| Service revenues |
Ps. | |
Ps. | |
||||
| Sales of equipment |
||||||||
| |
|
|
|
|||||
| Total costs and expenses |
||||||||
| |
|
|
|
|||||
| Operating income |
||||||||
| |
|
|
|
|||||
| Financial cost |
( |
) | ( |
) | ||||
| Gain on disposal of discontinued operations |
||||||||
| |
|
|
|
|||||
| Profit before income tax discontinued operations |
||||||||
| |
|
|
|
|||||
| Tax expense: |
||||||||
| Related to pre-tax profit from the ordinary activities for the period |
||||||||
| Related to gain on disposal from discontinued operations |
||||||||
| |
|
|
|
|||||
| Net profit for the year from discontinued operations |
Ps. | Ps. | ||||||
| |
|
|
|
|||||
November 23, |
||||
2021 |
||||
| Current assets |
||||
| Cash |
Ps. |
|||
| Subscribers, distributors, recoverable taxes, contract assets and other net |
||||
| Inventories, net |
||||
| Other current assets, net |
||||
| |
|
|||
| Total current assets |
||||
| Non-current assets: |
||||
| Property, plant and equipment |
||||
| Intangibles, net |
||||
| Goodwill |
||||
| Deferred income taxes |
||||
| Other assets, net |
||||
| Rights of use |
||||
| |
|
|||
| Total assets |
Ps. |
|||
| |
|
|||
| Short term liability related to right of use of assets |
Ps. |
|||
| Accounts payable |
||||
| Income tax |
||||
| Deferred revenue |
||||
| |
|
|||
| Total liabilities |
||||
| |
|
|||
| Net liability directly associated with disposal group |
Ps. |
( |
) | |
| |
|
|||
For the yearsended as of December 31, |
For the period ended as of October 6, |
|||||||||||
2020 |
2021 |
2022 |
||||||||||
| Operative revenue: |
||||||||||||
| Revenue services |
Ps. | Ps. | Ps. |
|||||||||
| Sales of equipment |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total costs and expenses |
||||||||||||
| |
|
|
|
|
|
|
||||||
| Operating profit |
( |
) | ( |
) | ( |
) | ||||||
| Financial costs |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|
||||||
| Profit before income taxes of discontinued operations |
( |
) | ( |
) | ( |
) | ||||||
| Income taxes: |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
||||||
| Net profit of the period of discontinued operations |
Ps. | ( |
) | Ps. | Ps. |
( |
) | |||||
| |
|
|
|
|
|
|||||||
At December 31, |
||||||||
2021 |
2022 |
|||||||
| Subscribers and distributors |
Ps. | Ps. |
||||||
| Telecommunications carriers for network interconnection and other services |
||||||||
| Recoverable taxes |
||||||||
| Sundry debtors |
||||||||
| Contract assets |
||||||||
| Allowance of expected credit losses |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total net |
Ps. | Ps. |
||||||
| Non-current subscribers, distributors and contractual assets |
||||||||
| |
|
|
|
|||||
| Total current subscribers, distributors and contractual assets |
Ps. | Ps. |
||||||
| |
|
|
|
|||||
For the years ended December 31, |
||||||||||||
(1) 2020 |
(1) 2021 |
2022 |
||||||||||
| Balance at beginning of year |
Ps. | ( |
) | Ps. | ( |
) | Ps. |
( |
) | |||
| Increases recorded in expenses (i) |
( |
) | ( |
) | ( |
) | ||||||
| Write-offs |
||||||||||||
| Business combination |
( |
) | — |
|||||||||
| Translation effect |
||||||||||||
| |
|
|
|
|
|
|||||||
| Balance at year end |
Ps. | ( |
) | Ps. | ( |
) | Ps. |
( |
) | |||
| |
|
|
|
|
|
|||||||
| (1) | Restated by discontinued operations |
| i) | Includes discontinued operation of TracFone, Panama and Chile in joint venture. See note 2Ac. |
Past due |
||||||||||||||||||||||||
Total |
Unbilled services provided |
a-30 days |
31-60 days |
61-90 days |
Greater than 90 days |
|||||||||||||||||||
| December 31, 2021 |
Ps. | Ps. | Ps. | Ps. | Ps. | Ps. | ||||||||||||||||||
| December 31, 2022 |
Ps. |
Ps. |
Ps. |
Ps. |
Ps. |
Ps. |
||||||||||||||||||
Total |
1-90 days |
Greater than 90 days | ||||
December 31, 2021 |
Ps. |
Ps. |
Ps. | |||
December 31, 2022 |
Ps. |
Ps. |
Ps. |
2021 |
2022 |
|||||||
Contract Assets: |
||||||||
Balance at the beginning of the year |
Ps. | Ps. |
||||||
Additions |
||||||||
Business combination |
— | |||||||
Disposals |
( |
) | ( |
) | ||||
Amortization |
( |
) | ( |
) | ||||
Translation effect |
( |
) | ||||||
Balance at the end of the year |
Ps. | Ps. |
||||||
Non-current contract assets |
Ps. | Ps. |
||||||
Current portion contracts assets |
Ps. | Ps. |
||||||
2021 |
2022 |
|||||||
Accounts receivable: |
||||||||
Sears Roebuck de México, S.A. de C.V. and Subsidiaries |
Ps. | Ps. |
||||||
Sitios Latinoamérica, S.A.B. de C.V. |
— | |||||||
Sanborns Hermanos, S.A. |
||||||||
Patrimonial Inbursa, S.A. |
||||||||
Grupo Condumex, S.A. de C.V. and Subsidiaries |
||||||||
Hubard y Bourlon, S.A. de C.V. |
||||||||
Claroshop.com, S.A.P.I de C.V. |
||||||||
Other |
||||||||
Total |
Ps. | Ps. |
||||||
Accounts payable: |
||||||||
Carso Infraestructura y Construcción, S.A. de C.V. and Subsidiaries |
Ps. | Ps. |
||||||
Grupo Condumex, S.A. de C.V. and Subsidiaries |
||||||||
Sitios Latinoamérica, S.A.B. de C.V. |
— | |||||||
Fianzas Guardiana Inbursa, S.A. de C.V. |
||||||||
Claroshop.com, S.A.P.I de C.V. |
||||||||
Grupo Financiero Inbursa, S.A.B. de C.V. |
||||||||
Seguros Inbursa, S.A. de C.V. |
||||||||
Sociedad Financiera Inbursa, S.A. de C.V. |
||||||||
PC Industrial, S.A. de C.V. and Subsidiaries |
||||||||
Enesa, S.A. de C.V. and Subsidiaries |
||||||||
Cicsa Perú, S.A.C. |
— | |||||||
Other |
||||||||
Total |
Ps. | Ps. |
||||||
| 2020 | 2021 | 2022 |
||||||||||
Capex and expenses: |
||||||||||||
Construction services, purchases of materials, inventories and property, plant and equipment (i) |
Ps. | Ps. | Ps. |
|||||||||
Insurance premiums, fees paid for administrative and operating services, brokerage services and others (ii) |
||||||||||||
Other services (iii) |
||||||||||||
| Ps. | Ps. | Ps. |
||||||||||
Revenues: |
||||||||||||
Service revenues (iv) |
Ps. | Ps. | Ps. |
|||||||||
Sales of towers (v) |
— | |||||||||||
Sales of equipment |
||||||||||||
| Ps. | Ps. | Ps. |
||||||||||
| i) | In 2022, this amount includes Ps. |
| ii) | In 2022, this amount includes Ps. |
| iii) | Includes tower rent payment with Telesites, S.A.B. de C.V. (Ps. in 2021) and rental payments to Sitios Latam. |
| iv) | Includes revenue of administrative services with Sitios Latam. Additionally includes other operations described in note 15. |
| v) | In November 2021, November 2022 and December 2022, Telmex through its subsidiaries sold towers to Telesites, S.A.B. de C.V. with a value of Ps. |
At December 31, |
||||||||||||||||
2021 |
2022 |
|||||||||||||||
Instrument |
Notional amount in millions |
Fair Value | Notional amount in millions |
Fair Value |
||||||||||||
Assets: |
||||||||||||||||
Swaps US Dollar – Mexican Peso |
US$ | Ps. | US$ |
Ps. |
||||||||||||
Swaps US Dollar – Euro |
US$ | US$ |
||||||||||||||
Swaps Yen – US Dollar |
¥ | ¥ |
||||||||||||||
Swaps Pound Sterling – US Dollar |
£ | |||||||||||||||
Forwards US Dollar – Mexican Peso |
US$ | US$ |
||||||||||||||
Forwards Mexican Peso – US Dollar |
MX$ | — |
||||||||||||||
Forwards Brazilian Real – US Dollar |
BRL$ | BRL$ |
||||||||||||||
Forwards Euro – US Dollar |
— | € |
||||||||||||||
Put option |
€ | — |
||||||||||||||
Total Assets |
— | Ps. | Ps. |
|||||||||||||
At December 31, |
||||||||||||||||
2021 |
2022 |
|||||||||||||||
Instrument |
Notional amount in millions |
Fair Value | Notional amount in millions |
Fair Value |
||||||||||||
Liabilities: |
||||||||||||||||
Swaps US Dollar – Mexican Peso |
— | US$ |
Ps. |
( |
) | |||||||||||
Swaps US Dollar – Euro |
US$ | Ps. | ( |
) | US$ |
( |
) | |||||||||
Swaps Yen – US Dollar |
¥ | ( |
) | ¥ |
( |
) | ||||||||||
Swaps Pound Sterling – Euro |
£ | ( |
) | £ |
( |
) | ||||||||||
Swap Pound Sterling – US Dollar |
£ | ( |
) | £ |
( |
) | ||||||||||
Swaps Euro – US Dollar |
€ | ( |
) | € |
( |
) | ||||||||||
Swaps Euro – Mexican Peso |
€ | ( |
) | € |
( |
) | ||||||||||
Forwards US Dollar – Mexican Peso |
US$ | ( |
) | US$ |
( |
) | ||||||||||
Forwards Brazilian Real – US Dollar |
BRL$ | ( |
) | BRL$ |
( |
) | ||||||||||
Forwards Euro – US Dollar |
€ | ( |
) | € |
( |
) | ||||||||||
Forwards US Dollar – Euro |
US$ | ( |
) | — |
||||||||||||
Forwards Euro – Mexican Peso |
€ | ( |
) | — |
||||||||||||
Put option |
— | € |
( |
) | ||||||||||||
Call option |
€ | ( |
) | € |
( |
) | ||||||||||
Total Liabilities |
— | Ps | .( |
) | — |
Ps. |
( |
) | ||||||||
* |
Totals may not sum due to rounding. |
Instrument |
Notional amount in millions |
2023 |
2024 |
2025 |
2026 |
2027 Thereafter |
||||||||||||||||||
Assets |
||||||||||||||||||||||||
Swaps US Dollar – Mexican Peso |
US$ |
— |
— |
— |
— |
|||||||||||||||||||
Swaps Yen – US Dollar |
¥ |
— |
— |
— |
— |
|||||||||||||||||||
Swaps US Dollar – Euro |
US$ |
— |
— |
— |
— |
|||||||||||||||||||
Forwards US Dollar – Mexican Peso |
US$ |
— |
— |
— |
— |
|||||||||||||||||||
Forwards Brazilian Real – US Dollar |
BRL$ |
— |
— |
— |
— |
|||||||||||||||||||
Forwards Euro – US Dollar |
€ |
— |
— |
— |
— |
|||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Swaps US Dollar – Mexican Peso |
US$ |
— |
— |
— |
— |
|||||||||||||||||||
Swaps US Dollar – Euro |
US$ |
— |
— |
— |
— |
|||||||||||||||||||
Swaps Euro – US Dollar |
€ |
— |
— |
|||||||||||||||||||||
Swaps Euro – Mexican Peso |
US$ |
— |
— |
— |
— |
|||||||||||||||||||
Swaps Yen – US Dollar |
¥ |
— |
— |
— |
— |
|||||||||||||||||||
Swaps Sterling Pound – Euro |
£ |
— |
— |
— |
||||||||||||||||||||
Swap Sterling Pound – US Dollar |
£ |
— |
— |
— |
||||||||||||||||||||
Forwards US Dollar – Mexican Peso |
US$ |
— |
— |
— |
— |
|||||||||||||||||||
Forwards US Dollar – Euro |
US$ |
— |
— |
— |
||||||||||||||||||||
Forwards Brazilian Real – US Dollar |
BRL$ |
— |
— |
— |
— |
|||||||||||||||||||
Put option |
€ |
— |
— |
— |
— |
|||||||||||||||||||
Call Option |
€ |
— |
— |
— |
— |
|||||||||||||||||||
2021 |
2022 |
|||||||
Mobile phones, accessories, computers, TVs, cards and other materials |
Ps. |
Ps. |
||||||
Less: Reserve for obsolete and slow-moving inventories |
( |
) | ( |
) | ||||
Total |
Ps. |
Ps. |
||||||
2021 |
2022 |
|||||||
| Current portion: |
||||||||
| Advances to suppliers (different from PPE and inventories) |
Ps. | Ps. |
||||||
| Prepaid insurance |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| Ps. | Ps. |
|||||||
| |
|
|
|
|||||
| |
|
|
|
|
|
| ||
2021 |
2022 |
|||||||
| Non-current portion: |
||||||||
| Recoverable taxes |
Ps. | |
Ps. |
|||||
| Prepayments for the use of fiber optics |
||||||||
| Judicial Deposits (1) |
||||||||
| Prepaid expenses |
||||||||
| |
|
|
|
|||||
| Total |
Ps. | Ps. |
||||||
| |
|
|
|
|||||
| (1) | Judicial deposits represent cash and cash equivalents pledged in order to fulfill the collateral requirements for tax contingencies mainly in Brazil. As of December 31, 2021 and 2022, the amount for these deposits is Ps. |
At December 31, 2019 |
Additions |
Retirements |
Business combinations |
Revaluation adjustments |
Transfers |
Effect of translation of foreign subsidiaries and hyperinflation adjustment |
Depreciation for the year (3) |
At December 31, 2020 |
||||||||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||||||||||
| Network in operation and equipment |
Ps. | Ps. | Ps. | ( |
) | Ps. | Ps. | Ps. | ( |
) | Ps. | ( |
) | Ps. | — | Ps. | ||||||||||||||||||||
| Land and buildings |
( |
) | — | — | — | |||||||||||||||||||||||||||||||
| Other assets |
( |
) | — | — | ( |
) | — | |||||||||||||||||||||||||||||
| Construction in process and advances plant suppliers (1) |
( |
) | — | — | ( |
) | — | |||||||||||||||||||||||||||||
| Spare parts for operation of the network |
( |
) | — | — | ( |
) | — | |||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
( |
) | ( |
) | ( |
) | — | |||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Accumulated depreciation |
||||||||||||||||||||||||||||||||||||
| Network in operation and equipment |
— | ( |
) | — | — | ( |
) (2) |
( |
) | |||||||||||||||||||||||||||
| Buildings |
— | ( |
) | — | — | — | ( |
) | ||||||||||||||||||||||||||||
| Other assets |
— | ( |
) | — | — | — | ( |
) | ||||||||||||||||||||||||||||
| Spare parts for operation of the network |
— | ( |
) | — | — | — | ||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
Ps. | Ps. | — | Ps. | ( |
) | Ps. | — | Ps. | — | Ps. | ( |
) | Ps. | ( |
) | Ps. | Ps. | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Net Cost |
Ps. | Ps. | Ps. | ( |
) | Ps. | Ps. | Ps. | — | Ps. | ( |
) | Ps. | ( |
) | Ps. | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| (1) | |
| (2) | This transfer in 2020 relates to the accumulated depreciation as at the revaluation date that was eliminated against the gross carrying amount of the revalued asset. |
(3) |
Restated for discontinued operations |
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. | Ps. | Ps. | ( |
) | Ps. | |
Ps. |
( |
) | Ps. | — | Ps. | |||||||||||||||
| Land and buildings |
( |
) | |
|
( |
) | — | |||||||||||||||||||||
| Other assets |
( |
) | ( |
) | |
|
( |
) | — | |||||||||||||||||||
| Construction in process and advances plant suppliers (1) |
( |
) | ( |
) | |
|
( |
) | — | |||||||||||||||||||
| Spare parts for operation of the network |
( |
) | ( |
) | |
|
( |
) | — | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
| Total |
( |
) | ( |
) | |
|
( |
) | — | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
| Accumulated depreciation |
|
|
||||||||||||||||||||||||||
| Network in operation and equipment |
— | ( |
) | |
|
( |
) | |||||||||||||||||||||
| Buildings |
— | ( |
) | ( |
) | |
|
( |
) | |||||||||||||||||||
| Other assets |
— | ( |
) | |
|
( |
) | |||||||||||||||||||||
| Spare parts for operation of the network |
— | ( |
) | — | |
|
( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
| Total |
Ps. | Ps. | — | Ps. | ( |
) | Ps. | |
Ps. |
( |
) | Ps. | Ps. | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
| Net Cost |
Ps. | Ps. | Ps. | ( |
) | Ps. | ( |
) | |
Ps. |
( |
) | Ps. | ( |
) | Ps. | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
| (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. See Note 2Ac. |
| (3) | Restated for discontinued operations |
At December 31 2021 |
Additions |
Retirements (2) |
Business combinations (3) |
Revaluation adjustments (5) |
Transfer |
Incorporation (merger, spin- off, sale) (4) |
Effect of translation of foreign subsidiaries and hyperinflation adjustment |
Depreciation for the year |
At December 31, 2022 |
|||||||||||||||||||||||||||||||
| Cost |
||||||||||||||||||||||||||||||||||||||||
| Network in operation and equipment |
Ps . |
Ps . |
Ps . |
( |
) |
Ps . |
Ps . |
( |
) |
Ps . |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
— |
Ps . |
|||||||||||||||||||||
| Land and buildings |
( |
) |
— |
( |
) |
|||||||||||||||||||||||||||||||||||
| Other assets |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||
| Construction in process and advances plant suppliers (1) |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||
| Spare parts for operation of the network |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
Ps . |
Ps . |
Ps . |
( |
) |
Ps . |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
Ps . |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Accumulated depreciation |
||||||||||||||||||||||||||||||||||||||||
| Network in operation and equipment |
Ps . |
Ps . |
— |
Ps . |
( |
) |
Ps . |
— |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
Ps . |
( |
) |
Ps . |
Ps . |
||||||||||||||||||||
| Buildings |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||
| Other assets |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||
| Spare parts for the operation of the network |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
Ps . |
Ps . |
— |
Ps . |
( |
) |
Ps . |
— |
Ps . |
( |
) |
Ps . |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
Ps . |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Net Cost |
Ps . |
Ps . |
Ps . |
( |
) |
Ps . |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
( |
) |
Ps . |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| (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) | partial sale Claro Peru’s towers to Sitios Latam as of December 31, 2022. |
| (3) | |
| (4) | |
| (5) | telecommunications towers, for an amount of $ |
Year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Amount invested in the acquisition of qualifying assets |
Ps. |
Ps. |
Ps. |
|||||||||
| Capitalized interest |
||||||||||||
| Capitalization rate |
||||||||||||
For the year ended December 31, 2020 |
||||||||||||||||||||||||||||
Balance at beginning of year |
Acquisitions |
Acquisitions in business combinations |
Disposals and other |
Amortization of the year (1) |
Effect of translation of foreign subsidiaries and Hyperinflation adjustment |
Balance at end of year |
||||||||||||||||||||||
| Licenses and rights of use |
Ps. | Ps. | Ps. | Ps. | Ps. | — | Ps. | ( |
) | Ps. | ||||||||||||||||||
| Accumulated amortization |
( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Trademarks |
— | |||||||||||||||||||||||||||
| Accumulated amortization |
( |
) | — | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) | ( |
) | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Customer relationships |
( |
) | — | |||||||||||||||||||||||||
| Accumulated amortization |
( |
) | — | — | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) | ( |
) | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Software licenses |
( |
) | — | |||||||||||||||||||||||||
| Accumulated amortization |
( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) | ( |
) | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Content rights |
— | ( |
) | — | ||||||||||||||||||||||||
| Accumulated amortization |
( |
) | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total of intangibles, net |
Ps. | Ps. | Ps. | Ps. | ( |
) | Ps. | ( |
) | Ps. | Ps. | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Goodwill |
Ps. | Ps. | — | Ps. | ( |
) (2) |
Ps. | ( |
) | Ps. | — | Ps. | ( |
) | Ps. | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(1) |
Restated for discontinued operations of TracFone, Panama and the Claro Chile, SpA joint venture. See Note 2Ac. |
(2) |
Corresponds to adjustments in Purchase Price allocation values, mainly for the spectrum licenses, in subsidiaries acquired during 2019. |
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. | Ps. | Ps. | ( |
) | Ps. | — | Ps. | ( |
) | Ps. | |||||||||||||
| Accumulated amortization |
( |
) | — | ( |
) | ( |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Trademarks |
( |
) | — | ( |
) | |||||||||||||||||||
| Accumulated amortization |
( |
) | — | ( |
) | ( |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Customer relationships |
( |
) | — | ( |
) | |||||||||||||||||||
| Accumulated amortization |
( |
) | — | ( |
) | ( |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Software licenses |
( |
) | — | ( |
) | |||||||||||||||||||
| Accumulated amortization |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Content rights |
( |
) | — | |||||||||||||||||||||
| Accumulated amortization |
( |
) | — | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total of intangibles, net |
Ps. | Ps. | Ps. | Ps. | ( |
) | Ps. | ( |
) | Ps. | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Goodwill |
Ps. | Ps. | — | Ps. | ( |
) | Ps. | — | Ps. | ( |
) | Ps. | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Includes disposals related to the sale of TracFone. |
| (2) | Restated by discontinued operations of Panama and the Claro Chile, SpA joint venture. See Note 2. Ac. |
For the year ended December 31, 2022 |
||||||||||||||||||||||||||||
Balance at beginning of year |
Acquisitions |
Acquisitions in business combinations |
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. |
Ps. |
Ps. |
Ps. |
( |
) |
Ps. |
— |
Ps. |
( |
) |
Ps. |
||||||||||||||||
| Accumulated amortization |
( |
) |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Trademarks |
( |
) |
— |
( |
) |
|||||||||||||||||||||||
| Accumulated amortization |
( |
) |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Customer relationships |
— |
— |
( |
) |
||||||||||||||||||||||||
| Accumulated amortization |
( |
) |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Software licenses |
( |
) |
— |
( |
) |
|||||||||||||||||||||||
| Accumulated amortization |
( |
) |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
( |
) |
( |
) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Content rights |
— |
( |
) |
— |
( |
) |
||||||||||||||||||||||
| Accumulated amortization |
( |
) |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net |
— |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total of intangibles, net |
Ps. |
Ps. |
Ps. |
Ps. |
( |
) |
Ps. |
( |
) |
Ps. |
( |
) |
Ps. |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Goodwill |
Ps. |
Ps. |
Ps. |
Ps. |
( |
) |
Ps. |
( |
Ps. |
( |
) |
Ps. |
||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(1) |
Includes the transaction related to Panama and Chile disposal. |
(2) |
Includes the discontinued operations of Panama and the Claro Chile, SpA joint venture. See Note 2, Ac. |
2021 |
2022 |
|||||||
| Europe |
Ps. |
Ps. |
||||||
| Brazil (1) |
||||||||
| Puerto Rico |
||||||||
| Dominican Republic |
||||||||
| Colombia |
||||||||
| Mexico |
||||||||
| Peru |
||||||||
| Chile (2) |
||||||||
| El Salvador |
||||||||
| Ecuador |
||||||||
| Guatemala |
||||||||
| Other countries |
||||||||
| |
|
|
|
|||||
| Ps. |
Ps. |
|||||||
| |
|
|
|
|||||
| (1) | Includes a goodwill as a result of the Jonava acquisition. See Note 12a. |
| (2) | As a result of the Claro Chile, SpA joint venture, goodwill in Chile was unconsolidated. See Note 12b. |
2022 Figures at acquisition date |
||||
| Current assets |
Ps. |
|||
| Other non-current assets |
||||
| Intangible assets (excluding goodwill) |
||||
| Property, plant and equipment |
||||
| Right-of-use |
||||
| |
|
|||
| Total acquired assets |
||||
| |
|
|||
| Accounts payable |
( |
) | ||
| Other liabilities |
( |
) | ||
| |
|
|||
| Total assumed liabilities |
( |
) | ||
| |
|
|||
| Fair value of acquired assets and assumed liabilities – net of cash acquired |
||||
| Acquisition price |
||||
| |
|
|||
| Goodwill |
Ps. |
|||
| |
|
|||
December 31, |
||||||||
| 2021 | 2022 |
|||||||
| Assets: |
||||||||
| Current assets |
Ps. | Ps. |
||||||
| Non-current assets |
||||||||
| |
|
|
|
|||||
| Total assets |
Ps. | Ps. |
||||||
| |
|
|
|
|||||
| Liabilities and equity: |
||||||||
| Current liabilities |
Ps. | Ps. |
||||||
| Non-current liabilities |
||||||||
| |
|
|
|
|||||
| Total liabilities |
||||||||
| Equity attributable to equity holders of the parent |
||||||||
| Non-controlling interest |
||||||||
| |
|
|
|
|||||
| Total equity |
Ps. | Ps. |
||||||
| |
|
|
|
|||||
| Total liabilities and equity |
Ps. | Ps. |
||||||
| |
|
|
|
|||||
For the year ended December 31, |
||||||||||||
| 2020 | 2021 | 2022 |
||||||||||
| Operating revenues |
Ps. | Ps. | Ps. |
|||||||||
| Operating costs and expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Operating income |
Ps. | Ps. | Ps. |
|||||||||
| |
|
|
|
|
|
|||||||
| Net income |
Ps. | Ps. | Ps. |
|||||||||
| |
|
|
|
|
|
|||||||
| Total comprehensive income |
Ps. | Ps. | Ps. |
|||||||||
| |
|
|
|
|
|
|||||||
| Net income attributable to: |
||||||||||||
| Equity holders of the parent |
Ps. | Ps. | Ps. |
|||||||||
| Non-controlling interest |
||||||||||||
| |
|
|
|
|
|
|||||||
| Ps. | Ps. | Ps. |
||||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income attributable to: |
||||||||||||
| Equity holders of the parent |
Ps. | Ps. | Ps. |
|||||||||
| Non-controlling interest |
||||||||||||
| |
|
|
|
|
|
|||||||
| Ps. | Ps. | Ps. |
||||||||||
| |
|
|
|
|
|
|||||||
2020 |
2021 |
2022 |
||||||||||
| Income Tax attributable to a |
| |||||||||||
| In Mexico: |
||||||||||||
| Current year income tax |
Ps. |
Ps. |
Ps. |
|||||||||
| Deferred income tax |
( |
) | ( |
) | ||||||||
| Foreign: |
||||||||||||
| Current year income tax |
||||||||||||
| Deferred income tax |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total Income tax |
Ps. |
Ps. |
Ps. |
|||||||||
| |
|
|
|
|
|
|||||||
| Income Tax attributable to a discontinued operation |
||||||||||||
| Income tax discontinued operations in Mexico |
||||||||||||
| Income tax discontinued operations Foreign (1) |
||||||||||||
(1) |
Includes effects related to the sale of TracFone, Panama and the Claro Chile, SpA joint venture. See Note 2Ac. |
For the years ended December 31, |
||||||||||||
| 2020 | 2021 | 2022 |
||||||||||
| Remeasurement of defined benefit plans |
Ps. | Ps. | ( |
) | Ps. |
|||||||
| Equity investments at fair value |
( |
) | ||||||||||
| Other |
( |
) | ( |
) | ||||||||
| Revaluation assets |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Deferred tax benefit recognized in OCI |
Ps. | ( |
) | Ps. | ( |
) | Ps. |
|||||
| |
|
|
|
|
|
|||||||
Year ended December 31, |
||||||||||||
| 2020 | 2021 | 2022 |
||||||||||
Statutory income tax rate in Mexico |
% | % | % | |||||||||
Impact of non-deductible and non-taxable items: |
||||||||||||
Tax inflation effects |
% | % | % | |||||||||
Derivatives |
( |
%) | ( |
% ) |
( |
) % | ||||||
Employee benefits |
% | % | % | |||||||||
Other |
( |
%) | ( |
% ) |
% | |||||||
Effective tax rate on Mexican operations |
% | % | % | |||||||||
Tax recoveries in Brazil |
( |
%) | ( |
% ) |
( |
) % | ||||||
Dividends received from associates Equity |
( |
%) | ( |
)% | ( |
) % | ||||||
Foreign subsidiaries and other non-deductible items, net |
% | % | ( |
) % | ||||||||
Effective tax rate from continuing operations |
% | % | % | |||||||||
Effective tax rate from discontinued operations |
( |
)% | ( |
)% | ( |
) % | ||||||
Consolidated statements of financial position |
Consolidated statements of net income |
|||||||||||||||||||
2021 |
2022 |
2020 |
2021 |
2022 |
||||||||||||||||
Provisions |
Ps. | Ps. |
Ps. | Ps. | Ps. |
|||||||||||||||
Deferred revenues |
( |
) | ||||||||||||||||||
Tax losses carry forward |
||||||||||||||||||||
Property, plant and equipment (1) |
( |
) | ( |
) |
||||||||||||||||
Inventories |
( |
) | ||||||||||||||||||
Licenses and rights of use (1) |
( |
) | ( |
) |
||||||||||||||||
Employee benefits |
( |
) | ( |
) | ||||||||||||||||
Other |
( |
) | ||||||||||||||||||
Net deferred tax assets |
Ps. | Ps. |
||||||||||||||||||
Deferred tax expense in net profit for the year |
Ps. | Ps. | Ps. |
|||||||||||||||||
Deferred tax discontinued operations |
||||||||||||||||||||
| (1) | As of December 31, 2021 and 2022, the balance included the effects of hyperinflation and revaluation of telecommunications towers. |
2020 |
2021 |
2022 |
||||||||||
Opening balance as of January 1, |
Ps. | Ps. | Ps. |
|||||||||
Deferred tax benefit |
||||||||||||
Translation effect |
( |
) | ( |
) | ||||||||
Deferred tax benefit recognized in OCI |
( |
) | ( |
) | ||||||||
Deferred taxes acquired in business combinations |
( |
) | — | ( |
) | |||||||
Hyperinflationary effect in Argentina |
( |
) | ( |
) | ( |
) | ||||||
Disposals (Note 2Ac) |
( |
) | ( |
) | ||||||||
Spin Off |
— | — | ||||||||||
Related discontinued operation |
— | — |
||||||||||
Closing balance as of December 31, |
Ps. | |
Ps. | Ps. |
||||||||
Presented in the consolidated statements of financial position as follows: |
||||||||||||
Deferred income tax assets |
Ps. | Ps. | Ps. |
|||||||||
Deferred income tax liabilities |
( |
) | ( |
) | ( |
) | ||||||
| Ps. | Ps. | Ps. |
||||||||||
Country |
Gross balance of available tax loss carryforwards at December 31, 2022 |
Tax-effected loss carryforward benefit |
||||||
Brazil |
Ps. |
Ps. |
||||||
Mexico |
||||||||
Europe |
||||||||
Peru |
||||||||
Total |
Ps. |
Ps. |
||||||
| At December 31, 2021 |
(Thousands of Mexican pesos) |
|||||||||||||
| Currency |
Loan |
Interest rate |
Maturity |
Total |
||||||||||
| Senior Notes |
||||||||||||||
| U.S. dollars |
||||||||||||||
| |
Fixed-rate Senior notes (i) | Ps. | ||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
|
|
||||||||||||
| |
Subtotal U.S. dollars |
Ps. |
||||||||||||
| |
|
|
||||||||||||
| Mexican pesos |
||||||||||||||
| |
Fixed-rate Senior notes (i) | Ps. | ||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Domestic Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Domestic Senior notes (i) | |||||||||||||
| |
|
|
||||||||||||
| |
Subtotal Mexican pesos |
Ps. |
||||||||||||
| |
|
|
||||||||||||
| Euros |
||||||||||||||
| |
Fixed-rate Senior notes (i) | Ps. | ||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Exchangeable Bond (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
|
|
||||||||||||
| |
Subtotal Euros |
Ps. |
||||||||||||
| |
|
|
||||||||||||
| Pound sterling |
||||||||||||||
| |
Fixed-rate Senior notes (i) | Ps. | ||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
Fixed-rate Senior notes (i) | |||||||||||||
| |
|
|
||||||||||||
| |
Subtotal Pound sterling |
Ps. |
||||||||||||
| |
|
|
||||||||||||
| Brazilian reais |
||||||||||||||
| |
Debentures (i) |
Ps. | |
|||||||||||
| |
Promissory notes (i) |
|||||||||||||
| |
Debentures (i) |
|||||||||||||
| |
|
|
|
|||||||||||
| |
Subtotal Brazilian reais |
Ps. |
||||||||||||
| |
|
|
|
|||||||||||
| |
|
|||||||||||||
| Other currencies |
|
|||||||||||||
| Japanese yen |
|
|||||||||||||
| |
Fixed-rate Senior notes (i) |
Ps. | ||||||||||||
| |
|
|
|
|||||||||||
| |
Subtotal Japanese yen |
Ps. |
||||||||||||
| |
|
|
|
|||||||||||
| Chilean pesos |
|
|||||||||||||
| |
Fixed-rate Senior notes (i) |
Ps. | ||||||||||||
| |
|
|
|
|||||||||||
| |
Subtotal Chilean pesos |
Ps. |
||||||||||||
| |
|
|
|
|||||||||||
| |
Subtotal other currencies |
Ps. |
||||||||||||
| |
|
|
|
|||||||||||
| |
|
|||||||||||||
| Hybrid Notes |
|
|||||||||||||
| Euros |
|
|||||||||||||
| |
Euro NC10 Series B Capital Securities (iii) |
Ps. | ||||||||||||
| |
|
|
||||||||||||
| Subtotal Euros |
Ps. |
|||||||||||||
| |
|
|
||||||||||||
| Subtotal Hybrid Notes |
Ps. |
|||||||||||||
| |
|
|||||||||||||
| At December 31, 2021 |
(Thousands of Mexican pesos) |
|||||||||
| Currency |
Loan |
Interest rate |
Maturity |
Total |
||||||
| Lines of Credit and others |
||||||||||
| U.S. dollars |
||||||||||
| |
Lines of credit (ii) |
Ps. | ||||||||
| Euros |
||||||||||
| |
Lines of credit (ii) |
( |
Ps. | |||||||
| Mexican pesos |
||||||||||
| |
Lines of credit (ii) |
TIIE + 0.280% - TIIE + 0.400% |
Ps. | |||||||
| Peruvian soles |
||||||||||
| |
Lines of credit (ii) |
Ps. | ||||||||
| Chilean pesos |
||||||||||
| |
Lines of credit (ii) |
TAB + 0.450% | Ps. | |||||||
| |
Financial Leases |
Ps. | ||||||||
| Others |
Lines of credit (ii) |
Ps. | ||||||||
| |
|
|
||||||||
| |
Subtotal Lines of Credit and others |
Ps. |
||||||||
| |
|
|
||||||||
| |
Total debt |
Ps. |
||||||||
| |
|
|
||||||||
| |
Less: Short-term debt and current portion of long-term debt |
Ps. |
||||||||
| |
|
|
||||||||
| |
Long-term debt |
Ps. |
||||||||
| |
|
|||||||||
| 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) |
Ps. | |||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| |
|
|||||||||
| Subtotal U.S. dollars |
Ps. |
|||||||||
| |
|
|||||||||
| Mexican pesos |
||||||||||
| Domestic Senior notes (i) |
TIIE + 0.050% | Ps. | ||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Domestic Senior notes (i) |
||||||||||
| Domestic Senior notes (i) |
TIIE + 0.300% | |||||||||
| Domestic Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Domestic Senior notes (i) |
||||||||||
| Domestic Senior notes (i) |
||||||||||
| |
|
|||||||||
| Subtotal Mexican pesos |
Ps. |
|||||||||
| |
|
|||||||||
| Euros |
||||||||||
| Commercial Paper (iv) |
Ps. | |||||||||
| Commercial Paper (iv) |
||||||||||
| Commercial Paper (iv) |
||||||||||
| Commercial Paper (iv) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Exchangeable Bond (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| Fixed-rate Senior notes (i) |
||||||||||
| |
|
|||||||||
| Subtotal euros |
Ps. |
|||||||||
| |
|
|||||||||
| As of December 31, 2022 |
(Thousands of Mexican pesos) |
|||||||||||||
| Currency |
Loan |
Interest rate |
Maturity |
Total |
||||||||||
| Pound Sterling |
||||||||||||||
| Fixed-rate Senior notes (i) |
Ps. | |||||||||||||
| Fixed-rate Senior notes (i) |
||||||||||||||
| Fixed-rate Senior notes (i) |
||||||||||||||
| Fixed-rate Senior notes (i) |
||||||||||||||
| |
|
|||||||||||||
| Subtotal Pound Sterling |
Ps. |
|||||||||||||
| |
|
|||||||||||||
| Brazilian reais |
||||||||||||||
| Debentures (i) |
Ps. | |||||||||||||
| Promissory Notes (i) |
||||||||||||||
| Debentures (i) |
||||||||||||||
| Debentures (i) |
||||||||||||||
| |
|
|||||||||||||
| Subtotal Brazilian reais |
Ps. |
|||||||||||||
| |
|
|||||||||||||
| Other currencies |
||||||||||||||
| Japanese yen |
||||||||||||||
| Fixed-rate Senior notes (i) |
Ps. | |||||||||||||
| |
|
|||||||||||||
| Subtotal Japanese yen |
Ps. |
|||||||||||||
| |
|
|
||||||||||||
| Chilean pesos |
|
|||||||||||||
| Fixed-rate Senior notes (i) |
Ps. | |||||||||||||
| |
|
|
||||||||||||
| Subtotal Chilean pesos |
Ps. |
|||||||||||||
| |
|
|
||||||||||||
| Subtotal other currencies |
Ps. |
|||||||||||||
| |
|
|||||||||||||
| Lines of Credit and others |
||||||||||||||
| U.S. dollars |
||||||||||||||
| Lines of credit (ii) |
Ps. | |||||||||||||
| Euros |
||||||||||||||
| Lines of credit (ii) |
||||||||||||||
| Mexican pesos |
||||||||||||||
| Lines of credit (ii) |
TIIE + 0.280% - TIIE + 0.580% |
|||||||||||||
| Peruvian Soles |
||||||||||||||
| Lines of credit (ii) |
||||||||||||||
| Colombian pesos |
||||||||||||||
| Lines of credit (ii) |
IBR + 2.25% | |||||||||||||
| Brazilian reais |
||||||||||||||
| Lines of credit (ii) |
||||||||||||||
| Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Lines of credit (ii) |
|||||||||||||
| |
|
|||||||||||||
| Subtotal Lines of Credit and others |
Ps. |
|||||||||||||
| |
|
|||||||||||||
| Total debt |
Ps. |
|||||||||||||
| |
|
|||||||||||||
| Less: Short-term debt and current portion of long-term debt |
Ps. |
|||||||||||||
| |
|
|||||||||||||
| Long-term debt |
Ps. |
|||||||||||||
| |
|
|||||||||||||
2021 |
2022 |
|||||||
| Obligations and Senior Notes |
Ps. |
Ps. |
||||||
| Lines of credit |
||||||||
| Financial Leases |
||||||||
| |
|
|
|
|||||
| Subtotal short term debt |
Ps. |
Ps. |
||||||
| |
|
|
|
|||||
| Weighted average interest rate |
% | % | ||||||
| |
|
|
|
|||||
| Years |
Amount |
|||
| 2024 |
Ps. |
|||
| 2025 |
||||
| 2026 |
||||
| 2027 and thereafter |
||||
| |
|
|||
| Total |
Ps. |
|||
| |
|
|||
| Currency* |
2021 |
2022 |
||||||
| U.S. dollars |
Ps. |
Ps. |
||||||
| Mexican pesos |
||||||||
| Euros |
||||||||
| Pound sterling |
||||||||
| Brazilian reais |
||||||||
| Japanese yens |
||||||||
| Chilean pesos |
||||||||
| * | Thousands of Mexican pesos |
| * | Includes secured and unsecured senior notes. |
Right-of-use assets |
Liability related to right-of-use of assets |
|||||||||||||||||||
Towers Sites |
Property |
Other equipment |
Total |
|||||||||||||||||
As of January 1, 2020 |
Ps. |
Ps. |
Ps. |
Ps. |
Ps. |
|||||||||||||||
Additions and release (1) |
||||||||||||||||||||
Modifications |
( |
) | ||||||||||||||||||
Depreciation (1) |
( |
) | ( |
) | ( |
) | ( |
) | — | |||||||||||
Interest expense |
— | — | — | — | ||||||||||||||||
Payments |
— | — | — | — | ( |
) | ||||||||||||||
Translation adjustment |
( |
) | ( |
) | ( |
) | ||||||||||||||
Balance at December 31, 2020 |
Ps. |
Ps. |
Ps. |
Ps. |
Ps. |
|||||||||||||||
| (1) | Restated for discontinued operations |
Right-of-use assets |
Liability related to right-of-use of assets |
|||||||||||||||||||
Towers Sites |
Property |
Other equipment |
Total |
|||||||||||||||||
As of January 1, 2021 |
Ps. |
Ps. |
Ps. |
Ps. |
Ps. |
|||||||||||||||
Additions and release (1) |
||||||||||||||||||||
Modifications |
||||||||||||||||||||
Depreciation (1) |
( |
) | ( |
) | ( |
) | ( |
) | — | |||||||||||
Interest expense |
— | — | — | — | ||||||||||||||||
Payments |
— | — | — | — | ( |
) | ||||||||||||||
Translation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Balance at December 31, 2021 |
Ps. |
Ps. |
Ps. |
Ps. |
Ps. |
|||||||||||||||
| (1) | Restated for 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. |
Ps. |
Ps. |
Ps. |
Ps. |
|||||||||||||||
Additions and release (1) |
||||||||||||||||||||
Business combinations |
||||||||||||||||||||
Modifications |
||||||||||||||||||||
Depreciation |
( |
) |
( |
) |
( |
) |
( |
) |
— |
|||||||||||
Interest expense |
— |
— |
— |
— |
||||||||||||||||
Payments |
— |
— |
— |
— |
( |
) | ||||||||||||||
Disposals (2) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||
Transfers (3) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||
Translation adjustment |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||
Balance at December 31, 2022 |
Ps. |
Ps. |
Ps. |
Ps. |
Ps. |
|||||||||||||||
| (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 Claro Chile, SpA joint venture. See Note 12b. |
2021 |
2022 |
|||||||
Short term |
Ps. |
Ps. |
||||||
Long term |
||||||||
Total |
Ps. |
Ps. |
||||||
Year ended December 31, |
||||
2024 |
Ps. |
|||
2025 |
||||
2026 |
||||
2027 |
||||
2028 |
||||
2029 and thereafter |
||||
Total |
Ps. |
|||
2020 |
||||||||||||
Others |
Related parties |
Total |
||||||||||
Depreciation expense of right-of-use assets (1) |
Ps. |
Ps. |
Ps. |
|||||||||
Interest expense on lease liabilities (1) |
||||||||||||
Expense relating to short-term leases |
||||||||||||
Expense relating to leases of low-value assets |
— | |||||||||||
Variable lease payments |
— | |||||||||||
Total |
Ps. |
Ps. |
Ps. |
|||||||||
| (1) | Restated for discontinued operations |
2021 |
||||||||||||
Others |
Related parties |
Total |
||||||||||
Depreciation expense of right-of-use assets (2) |
Ps. |
Ps. |
Ps. |
|||||||||
Interest expense on lease liabilities (2) |
||||||||||||
Expense relating to short-term leases |
— | |||||||||||
Expense relating to leases of low-value assets |
— | |||||||||||
Variable lease payments |
— | |||||||||||
Total |
Ps. |
Ps. |
Ps. |
|||||||||
(2) |
Restated for discontinued operations |
2022 |
||||||||||||
Others |
Related parties |
Total |
||||||||||
Depreciation expense of right-of-use assets |
Ps. |
Ps. |
Ps. |
|||||||||
Interest expense on lease liabilities |
||||||||||||
Expense relating to short-term leases |
— |
|||||||||||
Expense relating to leases of low-value assets |
— |
|||||||||||
Variable lease payments |
— |
|||||||||||
Total |
Ps. |
Ps. |
Ps. |
|||||||||
At December 31, |
||||||||
| 2021 | 2022 |
|||||||
Suppliers |
Ps. | Ps. |
||||||
Sundry creditors |
||||||||
Interest payable |
||||||||
Guarantee deposits from customers |
||||||||
Dividends payable |
||||||||
Total |
Ps. | Ps. |
||||||
At December 31, |
||||||||
| 2021 | 2022 |
|||||||
Current liabilities |
||||||||
Direct employee benefits payable |
Ps. | Ps. |
||||||
Provisions |
||||||||
Total |
Ps. | Ps. |
||||||
Balance at December 31, 2020 |
Effect of translation |
Increase of the year |
Applications |
Balance at December 31, 2021 |
||||||||||||||||||||
Payments |
Reversals |
|||||||||||||||||||||||
Contingencies |
Ps. | Ps. | Ps. | Ps.( |
Ps.( |
Ps. | ||||||||||||||||||
Balance at December 31, 2021 |
Effect of translation |
Increase of the year |
Applications |
Balance at December 31, 2022 |
||||||||||||||||||||
Payments |
Reversals |
|||||||||||||||||||||||
Contingencies |
Ps. |
Ps. |
Ps. |
Ps.( |
Ps.( |
Ps. |
||||||||||||||||||
Balance at December 31, 2020 |
Effect of translation |
Increase of the year |
Applications |
Balance at December 31, 2021 |
||||||||||||||||||||
Payments |
Reversals |
|||||||||||||||||||||||
Asset retirement obligations |
Ps. | Ps. | ( |
) | Ps. | Ps. | ( |
) | Ps. | ( |
) | Ps. | ||||||||||||
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. |
Ps. |
Ps.( |
Ps.( |
Ps. |
Ps.( |
Ps.( |
Ps. |
||||||||||||||||||||||||
| (1) | Reversals includes the sale of Claro Panama and Claro Chile disposal as a joint venture. See Note 12b. |
| (2) | See Note 12d. |
Year ended December 31, |
||||
2023 |
Ps. |
|||
2024 |
||||
2025 |
||||
2026 |
||||
2027 and 2028 |
||||
2029 and thereafter |
||||
Total |
Ps. |
|||
| • | Ps. Imposto sobre a Circulação de Mercadorias e Prestação de Serviços |
| • | Ps. Contribuição Social sobre o Lucro Líquido Imposto de Renda sobre Pessoa Jurídica |
| • | Ps. Programa de Integração Social Contribuição para o Financiamento da Seguridade Social |
| • | Ps. |
| • | Ps. Fundo de Universalização dos Serviços de Telecomunicações |
| • | Ps. Fundo para o Desenvolvimento Tecnológico das Telecomunicações |
| • | Ps. Imposto Sobre Serviços |
| • | Ps. |
| • | Ps. |
At December 31, |
||||||||
2021 |
2022 |
|||||||
| Mexico |
Ps. | Ps. |
||||||
| Puerto Rico |
||||||||
| Brazil |
||||||||
| Europe |
||||||||
| Ecuador |
||||||||
| El Salvador |
||||||||
| Nicaragua |
||||||||
| Honduras |
||||||||
| |
|
|
|
|||||
| Total |
Ps. | Ps. |
||||||
| |
|
|
|
|||||
For the year ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Mexico |
Ps. | Ps. | Ps. |
|||||||||
| Puerto Rico |
||||||||||||
| Brazil |
||||||||||||
| Europe |
||||||||||||
| Ecuador |
( |
) | ||||||||||
| El Salvador |
||||||||||||
| Nicaragua |
||||||||||||
| Honduras |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | Ps. | Ps. |
|||||||||
| |
|
|
|
|
|
|||||||
At December 31 |
||||||||||||||||||||||||||||||||
2021 |
2022 |
|||||||||||||||||||||||||||||||
DBO |
Plan Assets |
Effect of asset ceiling |
Net employee benefit liability |
DBO |
Plan Assets |
Effect of asset ceiling |
Net employee benefit liability |
|||||||||||||||||||||||||
| Mexico |
Ps. | Ps.( |
Ps. | — | Ps. | Ps. |
Ps.( |
Ps. |
— |
Ps. |
||||||||||||||||||||||
| Puerto Rico |
( |
) | — | ( |
) |
— |
||||||||||||||||||||||||||
| Brazil |
( |
) | ( |
) |
||||||||||||||||||||||||||||
| Europe |
— | — | — |
— |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
Ps. | Ps.( |
Ps. | Ps. | Ps. |
Ps.( |
Ps. |
Ps. |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| At December 31, 2020 | ||||||||||||||||
| DBO | Plan Assets | Effect of asset ceiling |
Net employee benefit liability |
|||||||||||||
| Balance at the beginning of the year |
Ps. | Ps. | ( |
) | Ps. | Ps. | ||||||||||
| Current service cost |
||||||||||||||||
| Interest cost on projected benefit obligation |
||||||||||||||||
| Expected return on plan assets |
( |
) | ( |
) | ||||||||||||
| Changes in the asset ceiling during the period and others |
||||||||||||||||
| Past service costs and other |
||||||||||||||||
| Actuarial gain for changes in experience |
( |
) | ( |
) | ||||||||||||
| Actuarial gain from changes in demographic assumptions |
( |
) | ( |
) | ||||||||||||
| Actuarial loss from changes in financial assumptions |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net period cost |
Ps. | Ps. | ( |
) | Ps. | Ps. | ||||||||||
| Actuarial gain for changes in experience |
( |
) | ( |
) | ||||||||||||
| Actuarial gain from changes in demographic assumptions |
( |
) | ( |
) | ||||||||||||
| Actuarial loss from changes in financial assumptions |
||||||||||||||||
| Changes in the asset ceiling during the period and others |
( |
) | ( |
) | ||||||||||||
| Return on plan assets greater than discount rate (shortfall) |
||||||||||||||||
| Others |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Recognized in other comprehensive income |
Ps. | Ps. | Ps. | ( |
) | Ps. | ||||||||||
| Contributions made by plan participants |
( |
) | — | |||||||||||||
| Contributions to the pension plan made by the Company |
( |
) | ( |
) | ||||||||||||
| Benefits paid |
( |
) | — | |||||||||||||
| Payments to employees |
( |
) | ( |
) | ||||||||||||
| Effect of translation |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Others |
Ps. | ( |
) | Ps. | Ps. | ( |
) | Ps. | ( |
) | ||||||
| Balance at the end of the year |
( |
) | ||||||||||||||
| Less short-term portion |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-current obligation |
Ps. | Ps. | ( |
) | Ps. | Ps. | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| At December 31, 2021 | ||||||||||||||||
| DBO | Plan Assets | Effect of asset ceiling |
Net employee benefit liability |
|||||||||||||
| Balance at the beginning of the year |
Ps. | Ps. | ( |
) | Ps. | Ps. | ||||||||||
| Current service cost |
||||||||||||||||
| Interest cost on projected benefit obligation |
||||||||||||||||
| Expected return on plan assets |
( |
) | ( |
) | ||||||||||||
| Changes in the asset ceiling during the period and others |
||||||||||||||||
| Past service costs and other |
||||||||||||||||
| Actuarial gain for changes in experience |
( |
) | ( |
) | ||||||||||||
| Actuarial gain from changes in demographic assumptions |
( |
) | ( |
) | ||||||||||||
| Actuarial gain from changes in financial assumptions |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net period cost |
Ps. | Ps. | ( |
Ps. | Ps. | |||||||||||
| Actuarial loss for changes in experience |
||||||||||||||||
| Actuarial gain from changes in demographic assumptions |
( |
) | ( |
) | ||||||||||||
| Actuarial gain from changes in financial assumptions |
( |
) | ( |
) | ||||||||||||
| Changes in the asset ceiling during the period and others |
||||||||||||||||
| Return on plan assets greater than discount rate (shortfall) |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Recognized in other comprehensive income |
Ps. | Ps. | ( |
) | Ps. | Ps. | ( |
) | ||||||||
| Contributions made by plan participants |
( |
) | — | |||||||||||||
| Contributions to the pension plan made by the Company |
||||||||||||||||
| Benefits paid |
( |
) | ( |
) | ||||||||||||
| Payments to employees |
( |
) | ( |
) | ||||||||||||
| Effect of translation |
( |
) | ( |
) | ||||||||||||
| Others |
Ps. | ( |
) |
Ps. | Ps. | ( |
) |
Ps. | ( |
) | ||||||
| Balance at the end of the year |
( |
) | ||||||||||||||
| Less short-term portion |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-current obligation |
Ps. | Ps. | ( |
) |
Ps. | Ps. | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
At December 31, 2022 |
||||||||||||||||
DBO |
Plan Assets |
Effect of asset ceiling |
Net employee benefit liability |
|||||||||||||
| Balance at the beginning of the year |
Ps. |
Ps. |
( |
) |
Ps. |
Ps. |
||||||||||
| Current service cost |
— |
— |
||||||||||||||
| Interest cost on projected benefit obligation |
— |
— |
||||||||||||||
| Expected return on plan assets |
— |
( |
) |
— |
( |
) | ||||||||||
| Changes in the asset ceiling during the period and others |
— |
— |
||||||||||||||
| Past service costs and other |
— |
— |
||||||||||||||
| Actuarial gain for changes in experience |
( |
) |
— |
— |
( |
) | ||||||||||
| Actuarial gain from changes in demographic assumptions |
( |
) |
— |
— |
( |
) | ||||||||||
| Actuarial gain from changes in financial assumptions |
( |
) |
— |
— |
( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Net period cost |
Ps. |
Ps. |
( |
) |
Ps. |
Ps. |
||||||||||
| Actuarial loss for changes in experience |
— |
— |
||||||||||||||
| Actuarial loss from changes in demographic assumptions |
— |
— |
||||||||||||||
| Actuarial gain from changes in financial assumptions |
( |
) |
— |
— |
( |
) | ||||||||||
| Changes in the asset ceiling during the period and others |
— |
— |
||||||||||||||
| Return on plan assets greater than discount rate (shortfall) |
— |
— |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Recognized in other comprehensive income |
Ps. |
( |
) |
Ps. |
Ps. |
Ps. |
||||||||||
| Contributions made by plan participants |
( |
) |
— |
— |
||||||||||||
| Contributions to the pension plan made by the Company |
— |
— |
||||||||||||||
| Benefits paid |
( |
) |
— |
( |
) | |||||||||||
| Payments to employees |
( |
) |
— |
— |
( |
) | ||||||||||
| Plan changes |
— |
— |
||||||||||||||
| Effect of translation |
( |
) |
( |
) |
( |
) | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Others |
Ps. |
( |
) |
Ps. |
Ps. |
( |
) |
Ps. |
( |
) | ||||||
| Balance at the end of the year |
( |
) |
||||||||||||||
| Less short-term portion |
( |
) |
— |
( |
) | |||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Non-current obligation |
Ps. |
Ps. |
( |
) |
Ps. |
Ps. |
||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| 2021 | 2022 |
|||||||||||||||||||||||
| Puerto Rico | Brazil | Mexico | Puerto Rico |
Brazil |
Mexico |
|||||||||||||||||||
| Equity instruments |
% | — | % | % |
— |
% | ||||||||||||||||||
| Debt instruments |
% | % | % | % |
% |
% | ||||||||||||||||||
| Others |
% | % | — | % |
% |
— |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| % | % | % | % |
% |
% | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2020 |
2021 |
2022 | ||||||||||||||||||||||||||||||||||||
Puerto Rico |
Brazil |
Mexico |
Europe |
Puerto Rico |
Brazil |
Mexico |
Europe |
Puerto Rico |
Brazil |
Mexico |
Europe | |||||||||||||||||||||||||||
| Discount rate and long- term rate return |
||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
||||||||||||||||||||||||||||||||||
| |
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
% |
| |||||||||||||
| Rate of future salary increases |
||||||||||||||||||||||||||||||||||||||
| Percentage of increase in health care costs for the coming year |
||||||||||||||||||||||||||||||||||||||
| Year to which this level will be maintained |
N/A | NA | NA |
|||||||||||||||||||||||||||||||||||
| Rate of increase of pensions |
||||||||||||||||||||||||||||||||||||||
| Employee turnover rate* |
- |
- |
- | |||||||||||||||||||||||||||||||||||
| * | Depending on years of service |
| Puerto Rico: | ||
| Mortality: | RP 2014, 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 | |
| Telmex | ||
| Mortality: | Mexican 2000 (CNSF) adjusted | |
| Disability: | Mexican Social Security adjusted by Telmex experience | |
| Turnover: | Telmex experience | |
| Retirement: | Telmex experience |
-100 points |
+100 points |
|||||||
| Discount rate |
Ps. | Ps. | ( |
|||||
| Health care cost trend rat |
Ps. | ( |
Ps. | |||||
| Balance at December 31, 2020 |
Effect of translation |
Increase of the year |
Payments | Balance at December 31, 2021 |
||||||||||||||||
| Long-term direct employee benefits |
Ps. | Ps. | ( |
) | Ps. | Ps. | ( |
) | Ps. | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2021 |
Effect of translation |
Increase of the year |
Payments |
Balance at December 31, 2022 |
||||||||||||||||
| Long-term direct employee benefits |
Ps. |
Ps. |
( |
) |
Ps. |
Ps. |
( |
) |
Ps. |
|||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| December 31, 2021 | ||||||||||||
| 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. | ||||||||
| Accounts receivable from subscribers, distributors, contractual assets and other (Note 5) |
— | — | ||||||||||
| Related parties (Note 6) |
— | — | ||||||||||
| Derivative financial instruments (Note 7) |
— | — | ||||||||||
| |
|
|
|
|
|
|||||||
| Total current assets |
||||||||||||
| |
|
|
|
|
|
|||||||
| Non-current assets |
||||||||||||
| Debt instruments at fair value through OCI |
— | — | ||||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | Ps. | Ps. | |||||||||
| |
|
|
|
|
|
|||||||
| Financial Liabilities: |
||||||||||||
| Debt (Note 14) |
Ps. |
Ps. | — | Ps. | — | |||||||
| Liability related to right-of-use of assets (Note 15) |
— | — | ||||||||||
| Accounts payable (Note 16) |
— | — | ||||||||||
| Related parties (Note 6) |
— | — | ||||||||||
| Derivative financial instruments (Note 7) |
— | — | ||||||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. | Ps. | Ps. | — | ||||||||
| |
|
|
|
|
|
|||||||
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. |
||||||||
Accounts receivable from subscribers, distributors, contractual assets and other (Note 5) |
— |
— |
||||||||||
Related parties (Note 6) |
— |
— |
||||||||||
Derivative financial instruments (Note 7) |
— |
— |
||||||||||
Total current assets |
||||||||||||
Non-current assets |
||||||||||||
Debt instruments at fair value through OCI |
— |
— |
||||||||||
Total |
Ps. |
Ps. |
Ps. |
|||||||||
Financial Liabilities: |
||||||||||||
Debt (Note 14) |
Ps. |
Ps. |
— |
Ps. |
— |
|||||||
Liability related to right-of-use of assets (Note 15) |
— |
— |
||||||||||
Accounts payable (Note 16) |
— |
— |
||||||||||
Related parties (Note 6) |
— |
— |
||||||||||
Derivative financial instruments (Note 7) |
— |
— |
||||||||||
Total |
Ps. |
Ps. |
Ps. |
— |
||||||||
Measurement of fair value at December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Equity investments at fair value through OCI and other short-term investments |
Ps. | Ps. | Ps. | — | Ps. | |||||||||||
Derivative financial instruments (Note 7) |
— | — | ||||||||||||||
Revalued of assets (Note 10 ) |
— | — | ||||||||||||||
Pension plan assets (Note 18) |
||||||||||||||||
Total current assets |
||||||||||||||||
Debt instruments at fair value through OCI |
— | — | ||||||||||||||
Total |
Ps. | Ps. | Ps. | Ps. | ||||||||||||
Liabilities: |
||||||||||||||||
Debt |
Ps. | Ps. | Ps. | — | Ps. | |||||||||||
Liability related to right-of-use of assets |
— | — | ||||||||||||||
Derivative financial instruments (Note 7) |
— | — | ||||||||||||||
Total |
Ps. | Ps. | Ps. | — | Ps. | |||||||||||
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 |
Ps. |
Ps. |
— |
Ps. |
— |
Ps. |
||||||||||
Derivative financial instruments (Note 7) |
— |
— |
||||||||||||||
Revalued of assets (Note 10 ) |
— |
— |
||||||||||||||
Pension plan assets (Note 18) |
||||||||||||||||
Total current assets |
||||||||||||||||
Debt instruments at fair value through OCI |
— |
— |
||||||||||||||
Total |
Ps. |
Ps. |
Ps. |
Ps. |
||||||||||||
Liabilities: |
||||||||||||||||
Debt |
Ps. |
Ps. |
Ps. |
— |
Ps. |
|||||||||||
Liability related to right-of-use of assets |
— |
— |
||||||||||||||
Derivative financial instruments |
— |
— |
||||||||||||||
Total |
Ps. |
Ps. |
Ps. |
— |
Ps. |
|||||||||||
At December 31, 2020 |
Cash flow |
Foreign currency exchange and other |
At December 31, 2021 |
|||||||||||||
Debt |
Ps. | Ps. | ( |
Ps. | ( |
Ps. | ||||||||||
Liability related to right-of-use of assets |
( |
) | ||||||||||||||
Total liabilities from financing activities |
Ps. |
Ps. |
( |
) |
Ps. |
Ps. |
||||||||||
At December 31, 2021 |
Cash flow |
Foreign currency exchange and other |
At December 31, 2022 |
|||||||||||||
Debt |
Ps. |
Ps. |
Ps. |
( |
Ps. |
|||||||||||
Liability related to right-of-use of assets |
( |
) |
||||||||||||||
Total liabilities from |
Ps. |
Ps. |
Ps. |
( |
Ps. |
|||||||||||
For the years ended December 31, |
||||||||||||
(1) 2020 |
(1) 2021 |
2022 |
||||||||||
| Net profit for the period attributable to equity holders of the parent from continuing operations |
Ps. | Ps. | Ps. |
|||||||||
| Net profit for the period attributable to equity holders of the parent from discontinued operations |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net profit for the period attributable to equity holders of the parent |
||||||||||||
| Weighted average shares (in millions) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Earnings per share attributable to equity holders of the parent continuing operations |
Ps. | Ps. | Ps. |
|||||||||
| |
|
|
|
|
|
|||||||
| Earnings per share attributable to equity holders of the parent discontinued operations |
Ps. | Ps. | Ps. |
( |
||||||||
| |
|
|
|
|
|
|||||||
| (1) | Restated for discontinued operations |
For the years ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Controlling interest: |
||||||||||||
| Unrealized (loss) gain on equity investments at fair value, net of deferred taxes |
Ps. | ( |
) | Ps. | Ps. |
( |
) | |||||
| Translation effect of foreign entities |
( |
) | ( |
) | ( |
) | ||||||
| Translation effect by discontinued operations |
— | ( |
) | |||||||||
| Remeasurement of defined benefit plan, net of deferred taxes |
( |
) | ( |
) | ||||||||
| Asset’s revaluation surplus net of deferred taxes |
— | — |
||||||||||
| Non-controlling interest of the items above |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive income (loss) |
Ps. | Ps. | Ps. |
( |
) | |||||||
| |
|
|
|
|
|
|||||||
For the years ended December 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
| Gain (loss) in valuation of derivatives, net (Note 7) |
Ps. |
Ps.( |
Ps.( |
|||||||||
| Capitalized interest expense (Note 10 b) |
||||||||||||
| Commissions |
( |
) | ( |
) | ( |
) | ||||||
| Interest cost of labor obligations (Note 18) |
( |
) | ( |
) | ( |
) | ||||||
| Contractual earn out Verizon (Note 4) |
— | — | ||||||||||
| Interest expense on taxes |
( |
) | ( |
) | ( |
) | ||||||
| Dividend received (Note 4) |
||||||||||||
| Gain on net monetary positions |
||||||||||||
| Other financial cost (1) |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total |
Ps. |
Ps.( |
Ps.( |
|||||||||
| |
|
|
|
|
|
|||||||
| (1) | Excludes discontinued operations of TracFone, Chile and Panama (See note 2ac) |
Mexico |
Telmex |
Brazil |
(3) Southern Cone |
Colombia |
Andean |
(2) Central America |
U.S.A. (1) |
Caribbean |
Europe |
Eliminations |
Consolidated total |
|||||||||||||||||||||||||||||||||||||
As of and for the year ended December 31, 2020 (in Ps.): |
||||||||||||||||||||||||||||||||||||||||||||||||
External revenues |
— | — | ||||||||||||||||||||||||||||||||||||||||||||||
Intersegment revenues |
( |
) | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||||||||
Total revenues |
— | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization |
— | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
Operating income |
— | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
Interest income |
— | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
Interest expense |
— | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||
Income tax |
( |
) | — | |||||||||||||||||||||||||||||||||||||||||||||
Equity interest in net result of associated companies |
( |
) | ( |
) | ( |
) | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent continues operations |
( |
) | — | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent discontinued operations |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent |
( |
) | — | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Assets by segment |
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
Plant, property and equipment, net |
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
Revalued of assets |
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Goodwill |
— | |||||||||||||||||||||||||||||||||||||||||||||||
Trademarks, net |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Licenses and rights, net |
— | — | ||||||||||||||||||||||||||||||||||||||||||||||
Investment in associated companies |
( |
) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Liabilities by segments |
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
(1) |
Restated for discontinued operations (TracFone disposal) |
(2) |
Restated for discontinued operations (Panama disposal) |
(3) |
Restated for discontinued operations (Claro Chile, SpA joint venture) |
Mexico |
Telmex |
Brazil |
(2) Southern Cone |
Colombia |
Andean |
(1) Central America |
Caribbean |
Europe |
Eliminations |
Consolidated total |
||||||||||||||||||||||||||||||||||
As of and for the year ended December 31, 2021 (in Ps.): |
||||||||||||||||||||||||||||||||||||||||||||
External revenues |
— | |||||||||||||||||||||||||||||||||||||||||||
Intersegment revenues |
( |
) | — | ( |
) | — | ||||||||||||||||||||||||||||||||||||||
Total revenues |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Operating income |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Interest income |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Interest expense |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Income tax |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Equity interest in net result of associated companies |
( |
) | — | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent continues operations |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent discontinued operations |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Assets by segment |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Plant, property and equipment, net |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Revalued of assets |
— | — | — | |||||||||||||||||||||||||||||||||||||||||
Goodwill |
— | |||||||||||||||||||||||||||||||||||||||||||
Trademarks, net |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Licenses and rights, net |
— | |||||||||||||||||||||||||||||||||||||||||||
Investment in associated companies |
( |
) | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Liabilities by segments |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
(1) |
Restated for discontinued operations (Panama disposal) |
(2) |
Restated for discontinued operations (Claro Chile, SpA joint venture) |
Mexico |
Telmex |
Brazil |
(2) Southern Cone |
Colombia |
Andean |
(1) Central America |
Caribbean |
Europe |
Eliminations |
Consolidated total |
||||||||||||||||||||||||||||||||||
As of and for the year ended December 31, 2022 (in Ps.): |
||||||||||||||||||||||||||||||||||||||||||||
External revenues |
— |
|||||||||||||||||||||||||||||||||||||||||||
Intersegment revenues |
( |
) |
— |
( |
) |
— |
||||||||||||||||||||||||||||||||||||||
Total revenues |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
Operating income |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
Interest income |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
Interest expense |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
Income tax |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||||
Equity interest in net result of associated companies |
( |
) |
( |
) |
— |
— |
— |
— |
( |
) |
— |
( |
) | |||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent continues operations |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent discontinued operations |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) | ||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||
Assets by segment |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
Plant, property and equipment, net |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
Revalued of assets |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||
Goodwill |
— |
|||||||||||||||||||||||||||||||||||||||||||
Trademarks, net |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||
Licenses and rights, net |
— |
|||||||||||||||||||||||||||||||||||||||||||
Investment in associated companies |
( |
) |
— |
— |
( |
) |
||||||||||||||||||||||||||||||||||||||
Liabilities by segments |
( |
) |
||||||||||||||||||||||||||||||||||||||||||
(1) |
Discontinued operations (Panama disposal) |
(2) |
Discontinued operations (Claro Chile, SpA joint venture) |
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america movil