As filed with the Securities and Exchange Commission on April 11, 2019
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the fiscal year ended December 31, 2018
Commission file number: 1-16269
AMÉRICA MÓVIL, S.A.B. DE C.V.
(exact name of registrant as specified in its charter)
America Mobile
(translation of registrants name into English)
United Mexican States
(jurisdiction of incorporation)
Lago Zurich 245, Plaza Carso / Edificio Telcel Colonia Ampliación Granada, Miguel Hidalgo 11529 Mexico City, Mexico
(address of principal executive offices)
Daniela Lecuona Torras
Lago Zurich 245, Plaza Carso / Edificio
Telcel, Piso 16, Colonia Ampliación Granada, Miguel Hidalgo, 11529 Mexico City,
Mexico Telephone: (5255) 2581-3700
Facsimile: (5255) 2581-4422
E-mail: daniela.lecuona@americamovil.com
(name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Name of each exchange on which registered: | |
A Shares, without par value | New York Stock Exchange | |
L Shares, without par value | New York Stock Exchange | |
5.000% Senior Notes Due 2019 | New York Stock Exchange | |
5.000% Senior Notes Due 2020 | New York Stock Exchange | |
3.125% Senior Notes Due 2022 | New York Stock Exchange | |
6.375% Notes Due 2035 | New York Stock Exchange | |
6.125% Notes Due 2037 | New York Stock Exchange | |
6.125% Senior Notes Due 2040 | New York Stock Exchange | |
4.375% Senior Notes Due 2042 | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The number of outstanding shares of each of the registrants classes of capital or common stock as of December 31, 2018:
20,602 million | AA Shares | |
567 million | A Shares | |
44,887 million | L Shares |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If other has been checked in response to the previous question, indicate by check mark which financial statement item 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 ☒ No
2018 ANNUAL REPORT FORM 20-F
|
(See Form 20-F Cross Reference Guide on page 114)
|
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 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.19.6829 to U.S.$1.00, which was the rate reported by Banco de México on December 31, 2018, as published in the Official Gazette of the Federation (Diario Oficial de la Federación, or Official Gazette).
We have not included earnings or dividends on a per American Depositary Share (ADS) basis. Each L Share ADS represents 20 L Shares and each A Share ADS represents 20 A Shares.
2
|
|
FOR THE YEAR ENDED DECEMBER 31,(1) |
|
||||||||||||||||||||||
2014 |
2015 |
2016 |
2017 |
2018 |
2018 |
|||||||||||||||||||
(in millions of Mexican pesos, except share and per share amounts)
|
(in millions of U.S. dollars, amounts) |
|||||||||||||||||||||||
STATEMENT OF COMPREHENSIVE INCOME DATA: |
| |||||||||||||||||||||||
Operating revenues | Ps. | 848,580 | Ps. | 893,738 | Ps. | 975,412 | Ps. | 1,021,634 | Ps. | 1,038,208 | U.S.$ | 52,747 | ||||||||||||
Operating costs and expenses | 692,026 | 752,325 | 865,802 | 921,490 | 898,651 | 45,657 | ||||||||||||||||||
Depreciation and amortization | 114,994 | 125,715 | 148,526 | 160,175 | 155,713 | 7,911 | ||||||||||||||||||
Operating income | 156,554 | 141,413 | 109,610 | 100,144 | 139,557 | 7,090 | ||||||||||||||||||
Net profit for the year | Ps. | 47,498 | Ps. | 36,961 | Ps. | 12,079 | Ps. | 32,155 | Ps. | 54,517 | U.S.$ | 2,770 | ||||||||||||
NET PROFIT ATTRIBUTABLE FOR THE YEAR TO: |
| |||||||||||||||||||||||
Equity holders of the parent | Ps. | 46,146 | Ps. | 35,055 | Ps. | 8,650 | Ps. | 29,326 | Ps. | 52,566 | U.S.$ | 2,670 | ||||||||||||
Non-controlling interests | 1,352 | 1,906 | 3,429 | 2,829 | 1,951 | 100 | ||||||||||||||||||
Net profit for the year | Ps. | 47,498 | Ps. | 36,961 | Ps. | 12,079 | Ps. | 32,155 | Ps. | 54,517 | U.S.$ | 2,770 | ||||||||||||
EARNINGS PER SHARE: |
| |||||||||||||||||||||||
Basic | Ps. | 0.67 | Ps. | 0.52 | Ps. | 0.13 | Ps. | 0.44 | Ps. | 0.79 | U.S.$ | 0.04 | ||||||||||||
Diluted | Ps. | 0.67 | Ps. | 0.52 | Ps. | 0.13 | Ps. | 0.44 | Ps. | 0.79 | U.S.$ | 0.04 | ||||||||||||
Dividends declared per share (2) | Ps. | 0.24 | Ps. | 0.26 | Ps. | 0.28 | Ps. | 0.30 | Ps. | 0.32 | U.S.$ | 0.02 | ||||||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (MILLIONS): |
| |||||||||||||||||||||||
Basic | 69,254 | 66,869 | 65,693 | 65,909 | 66,055 | |||||||||||||||||||
Diluted | 69,254 | 66,869 | 65,693 | 65,909 | 66,055 | |||||||||||||||||||
BALANCE SHEET DATA: |
| |||||||||||||||||||||||
Property, plant and equipment, net | Ps. | 588,106 | Ps. | 573,529 | Ps. | 701,190 | Ps. | 676,343 | Ps. | 640,001 | U.S.$ | 32,516 | ||||||||||||
Total assets | 1,278,357 | 1,296,487 | 1,515,042 | 1,486,212 | 1,429,223 | 72,613 | ||||||||||||||||||
Short-term debt and current portion of long-term debt | 57,806 | 119,590 | 82,607 | 51,746 | 96,230 | 4,889 | ||||||||||||||||||
Long-term debt | 545,949 | 563,627 | 625,194 | 646,139 | 542,692 | 27,572 | ||||||||||||||||||
Capital stock | 96,383 | 96,338 | 96,338 | 96,339 | 96,338 | 4,895 | ||||||||||||||||||
Total equity | 234,639 | 160,854 | 271,024 | 260,634 | 245,872 | 12,492 | ||||||||||||||||||
NUMBER OF OUTSTANDING SHARES (MILLIONS): |
| |||||||||||||||||||||||
AA Shares | 23,384 | 23,384 | 20,635 | 20,602 | 20,602 | |||||||||||||||||||
A Shares | 649 | 625 | 592 | 567 | 546 | |||||||||||||||||||
L Shares | 44,120 | 41,990 | 44,571 | 44,901 | 44,887 | |||||||||||||||||||
(1) As of December 31, 2018, we owned 51.0% of the total outstanding shares of Telekom Austria AG (Telekom Austria or TKA). We began consolidating Telekom Austria from July 1, 2014. Prior to July 1, 2014, we accounted for Telekom Austria using the equity method, which affects the comparability of our results for 2014 through 2018. (2) Figures for each year provided represent the annual dividend declared at the general shareholders meeting that year. For information on dividends paid per share trans- lated into U.S. dollars, see Share Ownership and TradingDividends under Part IV of this annual report.
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3
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7
ABOUT AMERICA MOVIL The following map illustrates the geographic diversity of our operations and certain key performance indicators ("KPIs") as of
December 31, 2018. UNITED STATES / TRACFONE Licensed Population 334 Wireless Subscribers 21,688 Revenue Generating Units (RGUs) - Wireless Penetration 126% Wireless operation CENTRAL AMERICA & CARIBBEAN / CLARO Licensed Population 63 Wireless
Subscribers 20,250 Revenue Generating Units (RGUs) 9,011 Wireless Penetration 111% Wireless and fixed operations MEXICO / TELCEL TELMEX Licensed Population 125 Wireless Subscribers 75,448 Revenue Generating Units (RGUs) 22,337 Wireless Penetration
95% Wireless and fixed operations ECUADOR / CLARO Licensed Population 17 Wireless Subscribers 8,246 Revenue Generating Units (RGUs) 384 Wireless Penetration 92% Wireless and fixed operations
PERU / CLARO Licensed Population 32 Wireless Subscribers 12,098 Revenue Generating Units (RGUs) 1,472 Wireless Penetration 121% Wireless and fixed operations CHILE / CLARO Licensed Population 19 Wireless Subscribers 6,707 Revenue Generating Units (RGUs) 1,424 Wireless Penetration 153% Wireless and fixed operations AUSTRIA & EASTERN EUROPE Licensed Population 41 Wireless Subscribers 21,000 Revenue Generating Units (RGUs) 6,261 Wireless Penetration 145% Wireless operations: Austria, Belarus, Bulgaria, Croatia, Serbia, Slovenia and Macedonia Fixed operations: Austria, Belarus, Bulgaria, Croatia, Slovenia and Macedonia COLOMBIA / CLARO Licensed Population 50 Wireless Subscribers 29,681 Revenue Generating Units (RGUs) 7,171 Wireless Penetration 119% Wireless and fixed operations BRAZIL / CLARO Licensed Population 210 Wireless Subscribers 56,416 Revenue Generating Units (RGUs) 35,285 Wireless Penetration 111% Wireless and fixed operations ARGENTINA, PARAGUAY & URUGUAY / CLARO Licensed Population 55 Wireless Subscribers 24,264 Revenue Generating Units (RGUs) 775 Wireless Penetration 129% Wireless operation: Argentina, Paraguay and Uruguay Fixed operations: Argentina and Paraguay Licensed Population in millions Wireless Subscribers and Revenue Generating Units in thousands
ABOUT AMÉRICA MÓVIL
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10
11
ABOUT AMÉRICA MÓVIL
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12
WIRELESS VOICE, DATA AND VALUE
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FIXED VOICE,
|
PAY TV | OTT SERVICES(3) | |||||
Argentina | ✓ | ✓ | ✓ | ✓ | ||||
Austria | ✓ | ✓ | ✓ | ✓ | ||||
Belarus | ✓ | ✓ | ✓ | ✓ | ||||
Brazil | ✓ | ✓ | ✓ | ✓ | ||||
Bulgaria | ✓ | ✓ | ✓ | ✓ | ||||
Chile | ✓ | ✓ | ✓ | ✓ | ||||
Colombia | ✓ | ✓ | ✓ | ✓ | ||||
Costa Rica | ✓ | ✓ | ✓ | ✓ | ||||
Croatia | ✓ | ✓ | ✓ | ✓ | ||||
Dominican Republic | ✓ | ✓ | ✓ | ✓ | ||||
Ecuador | ✓ | ✓ | ✓ | ✓ | ||||
El Salvador | ✓ | ✓ | ✓ | ✓ | ||||
Guatemala | ✓ | ✓ | ✓ | ✓ | ||||
Honduras | ✓ | ✓ | ✓ | ✓ | ||||
Macedonia | ✓ | ✓ | ✓ | |||||
Mexico | ✓ | ✓ | ✓(4) | |||||
Nicaragua | ✓ | ✓ | ✓ | ✓ | ||||
Panama | ✓ | ✓ | ✓ | ✓ | ||||
Paraguay | ✓ | ✓ | ✓ | ✓ | ||||
Peru | ✓ | ✓ | ✓ | ✓ | ||||
Puerto Rico | ✓ | ✓ | ✓ | ✓ | ||||
Serbia | ✓ | |||||||
Slovenia | ✓ | ✓ | ✓ | ✓ | ||||
Uruguay | ✓ | ✓ | ||||||
United States | ✓ | |||||||
(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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13
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GENERATION TECHNOLOGY |
| |||||||||||
|
GSM |
|
|
UMTS |
|
|
LTE |
| ||||
|
(% of covered population) |
|||||||||||
Argentina |
|
98 |
|
|
91 |
|
|
88 |
| |||
Austria |
|
100 |
|
|
98 |
|
|
98 |
| |||
Belarus |
|
99 |
|
|
99 |
|
|
|
| |||
Brazil |
|
93 |
|
|
94 |
|
|
81 |
| |||
Bulgaria |
|
100 |
|
|
100 |
|
|
99 |
| |||
Chile |
|
99 |
|
|
97 |
|
|
94 |
| |||
Colombia |
|
92 |
|
|
79 |
|
|
61 |
| |||
Costa Rica |
|
74 |
|
|
80 |
|
|
40 |
| |||
Croatia |
|
99 |
|
|
99 |
|
|
99 |
| |||
Dominican Republic |
|
100 |
|
|
99 |
|
|
94 |
| |||
Ecuador |
|
96 |
|
|
76 |
|
|
59 |
| |||
El Salvador |
|
91 |
|
|
82 |
|
|
64 |
| |||
Guatemala |
|
89 |
|
|
81 |
|
|
62 |
| |||
Honduras |
|
86 |
|
|
81 |
|
|
52 |
| |||
Macedonia |
|
100 |
|
|
100 |
|
|
99 |
| |||
Mexico |
|
93 |
|
|
94 |
|
|
86 |
| |||
Nicaragua |
|
85 |
|
|
80 |
|
|
46 |
| |||
Panama |
|
84 |
|
|
84 |
|
|
67 |
| |||
Paraguay |
|
76 |
|
|
73 |
|
|
53 |
| |||
Peru |
|
87 |
|
|
80 |
|
|
73 |
| |||
Puerto Rico |
|
80 |
|
|
96 |
|
|
86 |
| |||
Serbia |
|
99 |
|
|
98 |
|
|
98 |
| |||
Slovenia |
|
100 |
|
|
100 |
|
|
99 |
| |||
Uruguay |
|
96 |
|
|
91 |
|
|
80 |
|
15
PART II OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
23
RESULTS OF OPERATIONS
|
24
|
25
RESULTS OF OPERATIONS
|
SEGMENT RESULTS OF OPERATIONS
We discuss below the operating results of each reportable segment. Notes 2 z) and 22 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 in addition to the United States, including Ecuador, Puerto Rico, Panama and El Salvador.
MEXICAN PESOS PER FOREIGN CURRENCY UNIT (AVERAGE FOR THE PERIOD) |
||||||||||||||||||||
2016/2017 |
2017/2018 |
|||||||||||||||||||
2016 |
% CHANGE |
2017 |
% CHANGE |
2018 |
||||||||||||||||
Brazilian real |
|
5.3868 |
|
|
10.2 |
|
|
5.9346 |
|
|
(10.8 |
) |
|
5.2937 |
| |||||
Colombian peso |
|
0.0061 |
|
|
4.9 |
|
|
0.0064 |
|
|
1.6 |
|
|
0.0065 |
| |||||
Argentine peso |
|
1.2632 |
|
|
(9.0 |
) |
|
1.1489 |
|
|
(36.4 |
) |
|
0.7311 |
| |||||
U.S. dollar |
|
18.6529 |
|
|
1.5 |
|
|
18.9400 |
|
|
1.6 |
|
|
19.2397 |
| |||||
Euro |
|
20.6334 |
|
|
3.5 |
|
|
21.3649 |
|
|
6.3 |
|
|
22.7101 |
|
The tables below set forth operating revenues and operating income for each of our segments for the years indicated.
YEAR ENDED DECEMBER 31, 2018 |
||||||||||||||||
OPERATING REVENUES |
OPERATING INCOME |
|||||||||||||||
(in millions of
|
(as a % of
total
|
(in millions of
|
(as a % of
total
|
|||||||||||||
Mexico Wireless |
Ps. |
224,557 |
|
|
21.6 |
% |
Ps. |
57,451 |
|
|
41.2 |
% | ||||
Mexico Fixed |
|
96,081 |
|
|
9.3 |
|
|
8,086 |
|
|
5.8 |
| ||||
Brazil |
|
193,306 |
|
|
18.6 |
|
|
23,495 |
|
|
16.8 |
| ||||
Colombia |
|
75,805 |
|
|
7.3 |
|
|
14,389 |
|
|
10.3 |
| ||||
Southern Cone |
|
102,350 |
|
|
9.9 |
|
|
16,976 |
|
|
12.2 |
| ||||
Andean Region |
|
55,787 |
|
|
5.4 |
|
|
5,004 |
|
|
3.6 |
| ||||
Central America |
|
45,033 |
|
|
4.3 |
|
|
4,868 |
|
|
3.5 |
| ||||
United States |
|
153,266 |
|
|
14.8 |
|
|
2,665 |
|
|
1.9 |
| ||||
Caribbean |
|
36,640 |
|
|
3.5 |
|
|
5,812 |
|
|
4.2 |
| ||||
Europe |
|
100,716 |
|
|
9.7 |
|
|
4,732 |
|
|
3.4 |
| ||||
Eliminations |
|
(45,333 |
) |
|
(4.4 |
) |
|
(3,921 |
) |
|
(2.9 |
) | ||||
Total |
Ps. |
1,038,208 |
|
|
100.0 |
% |
Ps. |
139,557 |
|
|
100.0 |
% |
26
|
YEAR ENDED DECEMBER 31, 2017 |
||||||||||||||||
OPERATING REVENUES |
OPERATING INCOME |
|||||||||||||||
(in millions of
|
(as a % of
total
|
(in millions of
|
(as a % of
total
|
|||||||||||||
Mexico Wireless |
Ps. |
206,771 |
|
|
20.2 |
% |
Ps. |
50,666 |
|
|
50.6 |
% | ||||
Mexico Fixed |
|
98,485 |
|
|
9.6 |
|
|
7,922 |
|
|
7.9 |
| ||||
Brazil |
|
215,322 |
|
|
21.1 |
|
|
11,601 |
|
|
11.6 |
| ||||
Colombia |
|
72,740 |
|
|
7.1 |
|
|
(4,704 |
) |
|
(4.7 |
) | ||||
Southern Cone |
|
82,344 |
|
|
8.1 |
|
|
11,676 |
|
|
11.7 |
| ||||
Andean Region |
|
56,571 |
|
|
5.5 |
|
|
5,650 |
|
|
5.6 |
| ||||
Central America |
|
44,282 |
|
|
4.3 |
|
|
5,252 |
|
|
5.2 |
| ||||
United States |
|
148,590 |
|
|
14.5 |
|
|
2,915 |
|
|
2.9 |
| ||||
Caribbean |
|
35,215 |
|
|
3.4 |
|
|
4,752 |
|
|
4.7 |
| ||||
Europe |
|
93,644 |
|
|
9.2 |
|
|
4,524 |
|
|
4.5 |
| ||||
Eliminations |
|
(32,330 |
) |
|
(3.0 |
) |
|
(111 |
) |
|
(0.0 |
) | ||||
Total |
Ps. |
1,021,634 |
|
|
100.0 |
% |
Ps. |
100,143 |
|
|
100.0 |
% |
YEAR ENDED DECEMBER 31, 2016 |
||||||||||||||||
OPERATING REVENUES |
OPERATING INCOME |
|||||||||||||||
(in millions of
|
(as a % of
total
|
(in millions of
|
(as a % of
total
|
|||||||||||||
Mexico Wireless |
Ps. |
203,567 |
|
|
20.9 |
% |
Ps. |
48,220 |
|
|
44.0 |
% | ||||
Mexico Fixed |
|
102,216 |
|
|
10.5 |
|
|
12,276 |
|
|
11.2 |
| ||||
Brazil |
|
197,357 |
|
|
20.2 |
|
|
6,325 |
|
|
5.8 |
| ||||
Colombia |
|
67,589 |
|
|
6.9 |
|
|
11,210 |
|
|
10.2 |
| ||||
Southern Cone |
|
72,330 |
|
|
7.4 |
|
|
8,317 |
|
|
7.6 |
| ||||
Andean Region |
|
56,131 |
|
|
5.8 |
|
|
6,087 |
|
|
5.6 |
| ||||
Central America |
|
42,421 |
|
|
4.3 |
|
|
3,831 |
|
|
3.5 |
| ||||
United States |
|
140,856 |
|
|
14.4 |
|
|
1,221 |
|
|
1.1 |
| ||||
Caribbean |
|
36,498 |
|
|
3.7 |
|
|
6,143 |
|
|
5.6 |
| ||||
Europe |
|
86,979 |
|
|
8.9 |
|
|
5,389 |
|
|
4.9 |
| ||||
Eliminations |
|
(30,532 |
) |
|
(3.0 |
) |
|
591 |
|
|
0.5 |
| ||||
Total |
Ps. |
975,412 |
|
|
100.0 |
% |
Ps. |
109,610 |
|
|
100.0 |
% |
27
RESULTS OF OPERATIONS
|
28
|
29
RESULTS OF OPERATIONS
|
30
|
31
RESULTS OF OPERATIONS
|
32
|
33
RESULTS OF OPERATIONS
|
34
|
35
RESULTS OF OPERATIONS
|
36
LIQUIDITY AND CAPITAL RESOURCES
|
CONTRACTUAL OBLIGATIONS
The following table summarizes certain contractual obligations as of December 31, 2018. Many of our obligations are denominated in currencies other than Mexican pesos. The table does not include accounts payable, pension liabilities, interest payments or payments under derivatives contracts. See note 16 to our audited consolidated financial statements included in this annual report.
PAYMENTS DUE BY PERIOD
|
||||||||||||||||||||
LESS THAN
|
||||||||||||||||||||
Total |
1 Year |
1-3 Years |
4-5 Years |
After 5 Years |
||||||||||||||||
(in millions of Mexican pesos) |
||||||||||||||||||||
CONTRACTUAL OBLIGATIONS AS OF DECEMBER 31, 2018 |
| |||||||||||||||||||
Equipment leases, real estate leases and mobile site rentals | Ps. | 138,052 | Ps. | 24,057 | Ps. | 37,652 | Ps. | 26,317 | Ps. | 50,026 | ||||||||||
Short-term debt | 96,230 | 96,230 | | | | |||||||||||||||
Long-term debt | 542,692 | | 263,402 | 53,923 | 225,367 | |||||||||||||||
Purchase obligations | 225,085 | 88,234 | 123,528 | 13,323 | | |||||||||||||||
Total | Ps. | 1,002,059 | Ps. | 208,521 | Ps. | 424,582 | Ps. | 93,563 | Ps. | 275,393 |
Other than the amounts in the table above, we had no other outstanding material purchase commitments as of December 31, 2018. We enter into a number of supply, advertising and other contracts in the ordinary course of business, but those contracts are not material to our liquidity.
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, 2018 was Ps.638.9 billion, of which Ps.96.2 billion was short-term debt (including the current portion of long- term debt), compared to Ps.697.9 billion as of December 31, 2017.
Management defines net debt as total debt minus cash and cash equivalents, minus marketable securities (including KPN shares) or other short-term investments. As of December 31, 2018, we had net debt of Ps.568.2 billion, compared to Ps.614.5 billion as of December 31, 2017. Without taking into account the effects of derivative financial instruments that we use to manage our interest rate and currency risk, approximately 88.7% of our indebtedness at December 31, 2018 was denominated in currencies other than Mexican pesos (approximately 34.6% of such non-Mexican peso debt in U.S. dollars and 65.4% in other currencies), and approximately 5.9% of our consolidated debt obligations bore interest at floating rates. After the effects of derivative transactions and excluding the debt owned by Telekom Austria, approximately 29.3% of our net debt as of December 31, 2018 was denominated in Mexican pesos.
The weighted average cost of all our third-party debt at December 31, 2018 (excluding commissions and reimbursement of certain lenders for Mexican taxes withheld) was approximately 4.3% per annum.
Our major categories of indebtedness at December 31, 2018 are summarized in the table below. The majority of our consolidated indebtedness is owed by América Móvil and most of the remaining debt is owed by Telekom Austria, in which we own a 51% interest. See also note 14 to our audited consolidated financial statements included in this annual report.
38
|
DEBT |
||||
(millions of Mexican pesos) |
||||
SENIOR NOTES |
||||
DENOMINATED IN U.S. DOLLARS |
||||
América Móvil 5.000% Senior Notes due 2019 |
Ps. |
14,762 |
| |
Telmex 5.500% Senior Notes due 2019 |
|
7,428 |
| |
América Móvil 5.000% Senior Notes due 2020 |
|
41,823 |
| |
América Móvil 3.125% Senior Notes due 2022 |
|
31,493 |
| |
América Móvil 6.375% Senior Notes due 2035 |
|
19,315 |
| |
América Móvil 6.125% Senior Notes due 2037 |
|
7,267 |
| |
América Móvil 6.125% Senior Notes due 2040 |
|
39,366 |
| |
América Móvil 4.375% Senior Notes due 2042 |
|
22,635 |
| |
Total |
Ps. |
184,089 |
| |
DENOMINATED IN MEXICAN PESOS |
||||
América Móvil 6.000% Senior Notes due 2019 |
Ps. |
10,000 |
| |
América Móvil 8.600% Domestic Senior Notes due 2020 |
|
7,000 |
| |
América Móvil 6.450% Senior Notes due 2022 |
|
22,500 |
| |
América Móvil 7.125% Senior Notes due 2024 |
|
11,000 |
| |
América Móvil 0.000% Domestic Senior Notes due 2025 |
|
4,629 |
| |
América Móvil 8.460% Senior Notes due 2036 |
|
7,872 |
| |
Telmex 8.360% Domestic Senior Notes due 2037 |
|
5,000 |
| |
Total |
Ps. |
68,001 |
| |
DENOMINATED IN EURO |
||||
América Móvil 4.125% Senior Notes due 2019 |
Ps. |
22,559 |
| |
América Móvil B.V. 0.000% Exchangeable Bonds due 2020 |
|
64,108 |
| |
América Móvil 3.000% Senior Notes due 2021 |
|
22,558 |
| |
TKA 3.125% Senior Notes due 2021 |
|
17,569 |
| |
TKA 4.000% Senior Notes due 2022 |
|
18,028 |
| |
América Móvil 4.750% Senior Notes due 2022 |
|
16,919 |
| |
TKA 3.500% Senior Notes due 2023 |
|
7,132 |
| |
América Móvil 3.259% Senior Notes due 2023 |
|
16,919 |
| |
América Móvil 1.500% Senior Notes due 2024 |
|
19,175 |
| |
TKA 1.500% Senior Notes due 2026 |
|
16,919 |
| |
América Móvil 2.125% Senior Notes due 2028 |
|
14,663 |
| |
Total |
Ps. |
236,549 |
| |
DENOMINATED IN POUND STERLING |
||||
América Móvil 5.000% Senior Notes due 2026 |
Ps. |
12,551 |
| |
América Móvil 5.750% Senior Notes due 2030 |
|
16,316 |
| |
América Móvil 4.948% Senior Notes due 2033 |
|
7,530 |
| |
América Móvil 4.375% Senior Notes due 2041 |
|
18,826 |
| |
Total |
Ps. |
55,223 |
|
39
LIQUIDITY AND CAPITAL RESOURCES
|
DEBT |
||||
(millions of Mexican pesos) |
||||
DENOMINATED IN JAPANESE YEN |
||||
América Móvil 2.950% Senior Notes due 2039 |
Ps. |
2,335 |
| |
Total |
Ps. |
2,335 |
| |
DENOMINATED IN CHILEAN PESOS |
||||
América Móvil 3.961% Senior Notes due 2035 |
Ps. |
3,905 |
| |
Total |
Ps. |
3,905 |
| |
DENOMINATED IN BRAZILIAN REAIS |
||||
Claro Brasil 102.400% of CDI Domestic Senior Notes due 2019 |
Ps. |
5,080 |
| |
Claro Brasil 103.250% of CDI Domestic Senior Notes due 2019 |
|
1,829 |
| |
Claro Brasil 103.900% of CDI Domestic Senior Notes due 2019 |
|
5,080 |
| |
Claro Brasil 102.900% of CDI Domestic Senior Notes due 2020 |
|
7,619 |
| |
Claro Brasil 104.000% of CDI Domestic Senior Notes due 2021 |
|
5,587 |
| |
Claro Brasil 104.250% of CDI Domestic Senior Notes due 2021 |
|
7,696 |
| |
Total |
Ps. |
32,891 |
| |
HYBRID NOTES |
||||
DENOMINATED IN EURO: |
||||
América Móvil Euro NC10 (Euro Series B) Capital Securities due 2073 |
Ps. |
12,407 |
| |
Total |
Ps. |
12,407 |
| |
DENOMINATED IN POUND STERLING |
||||
América Móvil GBP NC7 Capital Securities due 2073 |
Ps. |
13,806 |
| |
Total |
Ps. |
13,806 |
| |
BANK DEBT AND OTHER |
||||
DENOMINATED IN U.S. DOLLARS |
Ps. |
11,699 |
| |
DENOMINATED IN MEXICAN PESOS |
Ps. |
4,500 |
| |
DENOMINATED IN EUROS |
Ps. |
5,527 |
| |
DENOMINATED IN CHILEAN PESOS |
Ps. |
64 |
| |
DENOMINATED IN BRAZILIAN REAIS |
Ps. |
27 |
| |
DENOMINATED IN PERUVIAN SOLES |
Ps. |
7,899 |
| |
Total |
Ps. |
29,716 |
| |
Total Debt |
Ps. |
638,922 |
| |
Less short-term debt and current portion of long-term debt |
Ps. |
96,230 |
| |
Total Long-term Debt |
Ps. |
542,692 |
| |
EQUITY: |
||||
Capital stock |
Ps. |
96,338 |
| |
Total retained earnings |
|
237,255 |
| |
Other comprehensive income (loss) items |
|
(137,598 |
) | |
Non-controlling interest |
|
49,877 |
| |
Total Equity |
Ps. |
245,872 |
| |
Total Capitalization (total long-term debt plus equity) |
Ps. |
788,564 |
|
40
|
41
|
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 adjust 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.
Our practices vary from time to time depending on our judgment of the level of risk, expectations as to exchange 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, 2018, we had derivatives positions with an aggregate net fair value liability of Ps.11.8 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.
42
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
|
44
PART III RISK FACTORS
RISK FACTORS
|
48
|
49
RISK FACTORS
|
50
|
51
RISK FACTORS
|
52
|
53
RISK FACTORS
|
54
|
55
RISK FACTORS
|
56
|
57
|
The following table sets forth our capital structure as of March 31, 2019.
SERIES |
NUMBER OF SHARES (MILLIONS) |
PERCENT OF CAPITAL | COMBINED A SHARES AND AA SHARES(1) |
|||||||||
L Shares (no par value) |
44,883 | 68.0 | % | | ||||||||
AA Shares (no par value) |
20,602 | 31.2 | % | 97.5 | % | |||||||
A Shares (no par value) |
539 | 0.8 | % | 2.5 | % | |||||||
Total(2) |
66,024 | 100.0 | % | 100.0 | % |
(1) The AA Shares and A Shares of América Móvil, together, are entitled to elect a majority of our directors. Holders of L Shares are entitled to limited voting rights under our bylaws. See BylawsVoting Rights under this Part IV. (2) Figures in the table may not recalculate exactly due to rounding.
|
According to reports of beneficial ownership of our shares filed with the SEC, the Slim Family may be deemed to control us through their interests in a Mexican trust that holds AA Shares and L Shares for their benefit (the Family Trust), their interest in Inversora Carso, S.A. de C.V., including its subsidiary Control Empresarial de Capitales, S.A. de C.V. and their direct ownership of our shares. See ManagementDirectors and ManagementExecutive 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 any series of our shares as of March 31, 2019. Except as described in the table below and the accompanying notes, we are not aware of any holder of more than 5.0% of any series of our shares. Figures below do not include L Shares that would be held by each shareholder upon conversion of AA Shares or A Shares, as provided for under our bylaws. See BylawsShareholders Equity under this Part IV and ManagementShare Ownership of Directors and Senior Management under Part V of this annual report.
SHAREHOLDER |
SHARES OWNED (MILLIONS) | PERCENT OF CLASS(1) | ||||||
AA SHARES: |
| |||||||
Family Trust(2) |
10,894 | 52.9% | ||||||
Inversora Carso(3) |
4,381 | 21.3% | ||||||
Carlos Slim Helú |
1,879 | 9.1% | ||||||
L SHARES: |
| |||||||
Inversora Carso(3) |
6,020 | 13.4% | ||||||
Family Trust(2) |
5,998 | 13.4% | ||||||
Carlos Slim Helú |
3,072 | 6.8% | ||||||
BlackRock, Inc.(4) |
2,918 | 6.5% |
(1) Percentage figures are based on the number of shares outstanding as of March 31, 2019. (2) The Family Trust is a Mexican trust that holds AA Shares and L 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 3,558 million AA Shares and 9,570 million L Shares representing 17.3% and 21.3%, respectively, of each series. 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 any class of our shares. (3) Includes shares owned by subsidiaries of Inversora Carso. Based on beneficial ownership reports filed with the SEC, Inversora Carso 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, 2019, 15.9% of the outstanding L Shares were represented by L Share ADSs, each representing the right to receive 20 L Shares, and 99.9% of the L Share ADSs were held by 7,077 registered holders with addresses in the United States. As of such date, 35.9% of the A Shares were held in the form of A Share ADSs, each representing the right to receive 20 A Shares, and 99.8% of the A Share ADSs were held by 3,450 registered holders with addresses in the United States. Each A Share may be exchanged at the option of the holder for one L Share.
We have no information concerning the number of holdings or holders with registered addresses in the United States that hold:
| AA Shares; |
| A Shares not represented by ADSs; or |
| L Shares not represented by ADSs. |
60
|
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, Grupo Carso and 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. (Sears) 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 sites 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 IFT.
Note 6 to our audited consolidated financial statements included in this annual report provides additional information about our related party transactions.
61
|
|
Our shares and ADSs are listed on the following markets:
Security |
Stock Exchange | Ticker Symbol | ||
L Shares |
Mexican Stock ExchangeMexico City | AMXL | ||
L Share ADSs |
New York Stock ExchangeNew York | AMX | ||
A Shares |
Mexican Stock ExchangeMexico City | AMXA | ||
A Share ADSs |
New York Stock ExchangeNew York | AMOV |
62
BYLAWS
|
64
|
65
BYLAWS
|
American Depositary Shares
Citibank, N.A. (the Depositary) serves as the depositary for our ADSs and our American Depository Receipts (ADR) program. ADS holders are required to pay various fees to the Depositary, and the Depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.
ADS holders are required to pay the Depositary amounts in respect of expenses incurred by the Depositary or its agents on behalf of ADS holders, including expenses arising from (i) taxes or other governmental charges, (ii) registration fees payable to us that may be applicable to the transfer of shares upon deposits to or withdrawals from the ADS program, (iii) cable, telex and facsimile transmission, (iv) conversion of foreign currency into U.S. dollars, (v) compliance with exchange control regulations and other regulatory requirements or (vi) servicing of the ADSs or the shares underlying ADSs. The Depositary may decide in its sole discretion to seek payment either by billing holders or by deducting the fee from one or more cash dividends or other cash distributions.
ADS holders are also required to pay additional fees for certain services provided by the Depositary, as set forth in the table below.
DEPOSITARY SERVICE |
FEE PAYABLE BY ADS HOLDERS | |
Issuance and delivery of ADSs, including in connection with share distributions, purchase rights, sales and stock splits |
Up to U.S.$5.00 per 100 ADSs (or a fraction thereof) | |
Cash distributions |
Up to U.S.$5.00 per 100 ADSs (or a fraction thereof) | |
Surrender, withdrawal or cancellation |
Up to U.S.$5.00 per 100 ADSs (or a fraction thereof) | |
Share distributions other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares) |
Up to U.S.$5.00 per 100 ADSs (or a fraction thereof) | |
ADS services |
Up to U.S.$5.00 per 100 ADSs (or a fraction thereof) held on the applicable record date(s) established by the Depositary |
Payments by the Depositary
The Depositary reimburses us for certain expenses we incur in connection with the ADR program, subject to a ceiling agreed between us and the Depositary from time to time. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADS holders. During the year ended December 31, 2018, the Depositary reimbursed us a total of U.S.$2.1 million for reimbursable expenses.
66
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
We periodically repurchase our L Shares and A Shares on the open market using funds authorized by our shareholders specifically for the repurchase of L Shares and A Shares by us at our discretion. In the annual ordinary shareholders meeting held on April 9, 2019, our shareholders authorized an allocation of Ps.3.0 billion to repurchase L Shares and A Shares from April 2019 to April 2020.
The following tables set out information concerning purchases of our L Shares and A Shares by us and our affiliated purchasers in 2018. We did not repurchase our L Shares or A Shares other than through the share repurchase program.
PERIOD |
TOTAL NUMBER OF L SHARES PURCHASED(1) |
AVERAGE PRICE PER L SHARES |
TOTAL NUMBER OF L SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS |
APPROXIMATE MEXICAN PESO VALUE OF L SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS(2) |
||||||||||||
January 2018 |
4,300,000 | Ps. 16.82 | 4,300,000 | Ps. | 2,186,861,427 | |||||||||||
February 2018 |
1,318,000 | 17.26 | 1,318,000 | 2,162,900,627 | ||||||||||||
March 2018 |
| | | 2,162,900,627 | ||||||||||||
April 2018 |
| | | 2,162,900,627 | ||||||||||||
May 2018 |
2,560,156 | 16.14 | 2,560,156 | 2,958,688,268 | ||||||||||||
June 2018 |
2,080,000 | 15.49 | 2,080,000 | 2,926,474,720 | ||||||||||||
July 2018 |
3,210,000 | 16.15 | 3,210,000 | 2,874,640,889 | ||||||||||||
August 2018 |
2,680,000 | 15.86 | 2,680,000 | 2,832,132,042 | ||||||||||||
September 2018 |
2,081,508 | 15.45 | 2,081,508 | 2,799,978,412 | ||||||||||||
October 2018 |
7,880,400 | 14.46 | 7,880,400 | 2,686,010,961 | ||||||||||||
November 2018 |
4,988,725 | 13.09 | 4,988,725 | 2,620,438,367 | ||||||||||||
December 2018 |
2,918,607 | 13.94 | 2,918,607 | 2,579,763,369 | ||||||||||||
Total |
34,017,396 | 34,017,396 | ||||||||||||||
(1) This includes purchases by us and our affiliated purchasers in 2018. (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.
|
|
PERIOD |
TOTAL NUMBER OF A SHARES PURCHASED(1) |
AVERAGE PRICE PER A SHARES |
TOTAL NUMBER OF A SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS |
APPROXIMATE MEXICAN PESO VALUE OF A SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS(2) |
||||||||||||
January 2018 |
130,382 | Ps. 17.07 | 130,382 | Ps. | 2,186,861,427 | |||||||||||
February 2018 |
74,987 | 16.22 | 74,987 | 2,162,900,627 | ||||||||||||
March 2018 |
| | | 2,162,900,627 | ||||||||||||
April 2018 |
| | | 2,162,900,627 | ||||||||||||
May 2018 |
| | | 2,958,688,268 | ||||||||||||
June 2018 |
| | | 2,926,474,720 | ||||||||||||
July 2018 |
| | | 2,874,640,889 | ||||||||||||
August 2018 |
| | | 2,832,132,042 | ||||||||||||
September 2018 |
| | | 2,799,978,412 | ||||||||||||
October 2018 |
| | | 2,686,010,961 | ||||||||||||
November 2018 |
20,248 | 13.65 | 20,248 | 2,620,438,367 | ||||||||||||
December 2018 |
| | | 2,579,763,369 | ||||||||||||
Total |
225,617 | 225,617 | ||||||||||||||
(1) This includes purchases by us and our affiliated purchasers in 2018. (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.
|
|
67
|
69
TAXATION OF SHARES AND ADSS
|
70
|
71
|
Directors elected by holders of Series AA and Series A Shares:
CARLOS SLIM DOMIT Chairman of the Board and the Executive Committee |
Born:
|
1967
| ||
First elected:
|
2011
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chairman of the Board of Telmex
| |||
Other directorships:
|
Chairman of the Board of Grupo Carso, Grupo Sanborns, S.A.B. de C.V. (Grupo Sanborns) and U.S. Commercial Corp, S.A. de C.V.
| |||
Business experience:
|
Chief Executive Officer of Sanborn Hermanos, S.A. de C.V. (Sanborn Hermanos)
| |||
PATRICK SLIM DOMIT Vice Chairman and Member of the Executive Committee |
Born:
|
1969
| ||
First elected:
|
2004
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Vice Chairman of our Board of Directors
| |||
Other directorships:
|
Director of Grupo Carso, Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (IDEAL) and Telmex
| |||
Business experience:
|
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
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chief Executive Officer of América Móvil
| |||
Other directorships:
|
Director of Grupo Carso and Telmex
| |||
Business experience: | Chief Executive Officer of Compañía Hulera Euzkadi, S.A. de C.V.
| |||
CARLOS SLIM HELÚ Director |
Born:
|
1940
| ||
First elected:
|
2015
| |||
Term expires:
|
2020
| |||
Principal occupation and Business experience:
|
Chairman of the Board of Minera Frisco, S.A.B. de C.V. and Carso Infraestructura y Construcción, S.A. de C.V.; Director of IDEAL, Grupo Sanborns and Inmuebles Carso, S.A. de C.V. (Inmuebles Carso)
|
75
MANAGEMENT
|
LUIS ALEJANDRO SOBERÓN KURI Director |
Born:
|
1960
| ||
First elected:
|
2000
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chief Executive Officer and Chairman of the Board of Serinem México, S.A. de C.V. (a subsidiary of Corporación Interamericana de Entretenimiento, S.A.B. de C.V. (CIE))
| |||
Other directorships:
|
Director of CIE; Director of Banco Nacional de México, S.A.
| |||
Business experience:
|
Various positions at CIE
| |||
CARLOS BREMER GUTIÉRREZ Director and Member of the Audit and Corporate Practices Committee |
Born: |
1960 | ||
First elected:
|
2004
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chief Executive Officer of Value Grupo Financiero, S.A.B. de C.V. and Value S.A. de C.V., Casa de Bolsa
| |||
Other directorships:
|
Chairman of Value Grupo Financiero, S.A.B. de C.V. and Director of Grupo GICSA, S.A.B. de C.V.
| |||
Business experience:
|
Various positions at Value Grupo Financiero, S.A.B. de C.V.
| |||
FRANCISCO MEDINA CHÁVEZ Director |
Born:
|
1956
| ||
First elected:
|
2018
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chief Executive Officer and Chairman of Grupo Fame, S.A. de C.V., and Chairman of Grupo Altozano
| |||
Other directorships:
|
Director of Banamex Citigroup México and Telmex
| |||
Business experience:
|
Director of Aeromexico and Mitsui Mexico
|
76
|
ERNESTO VEGA VELASCO Director, Chairman of the Audit and Corporate Practices Committee |
Born:
|
1937
| ||
First elected:
|
2007
| |||
Term expires:
|
2020
| |||
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, S.A.B. de C.V., Dine, S.A.B. de C.V., Inmuebles Carso, IDEAL; and Industrias Peñoles, S.A.B. de C.V.
| |||
Business experience:
|
Various positions in Desc Group, including Corporate Vice-President
| |||
RAFAEL MOISÉS KALACH MIZRAHI Director and Member of the Audit and Corporate Practices Committee |
Born: |
1946 | ||
First elected:
|
2012
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chairman and Chief Executive Officer of Grupo Kaltex, S.A. de C.V. (Grupo Kaltex)
| |||
Other directorships:
|
Director of Telmex and Grupo Carso
| |||
Business experience:
|
Various positions in Grupo Kaltex
| |||
ANTONIO COSÍO PANDO Director |
Born: |
1968 | ||
First elected:
|
2015
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Vice President of Grupo Hotelero las Brisas, S.A. de C.V. (Grupo Brisas), Compañía Industrial Tepeji del Río, S.A. de C.V., and Bodegas de Santo Tomás, S.A. de C.V.
| |||
Other directorships:
|
Director of Grupo Financiero Inbursa, Inmuebles Carso, Grupo Carso, Grupo Sanborns, Corporación Actinver S.A.B. de C.V., Grupo Aeromexico S.A.B. de C.V., and Telmex
| |||
Business experience:
|
Various positions in Grupo Brisas and Compañía Industrial Tepeji del Río, S.A. de C.V.
|
77
MANAGEMENT
|
ARTURO ELÍAS AYUB Director |
Born:
|
1966
| ||
First elected:
|
2011
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Head of Strategic Alliances, Communications and Institutional Relations of Telmex; Chief Executive Officer of Fundación Telmex
| |||
Other directorships:
|
Chairman of the Board of Publicidad y Contenido Editori- al, S.A. de C.V.; Director of Grupo Sanborns, Grupo Carso, Sears and TM&MS LLC
| |||
Business experience:
|
Chief Executive Officer of Sociedad Comercial Cadena, President of Pastelería Francesa (El Globo) and President of Club Universidad Nacional, A.C.
| |||
OSCAR VON HAUSKE SOLÍS Director |
Born:
|
1957
| ||
First elected:
|
2011
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chief Fixed-line Operations Officer of América Móvil
| |||
Other directorships:
|
Member of Telekom Austrias Supervisory Board
| |||
Business experience:
|
Chief Executive Officer of Telmex Internacional, Chief Systems and Telecommunications Operators Officer of Telmex and member of KPNs supervisory board
| |||
LOUIS C. CAMILLERI Director |
Born:
|
1955
| ||
First elected:
|
2011
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chairman of Philip Morris International
| |||
Other directorships:
|
Director of Ferrari N.V.
| |||
Business experience:
|
Chairman and Chief Executive Officer of Altria and various positions in Philip Morris International
| |||
VANESSA HAJJ SLIM Director |
Born:
|
1997
| ||
First elected:
|
2018
| |||
Term expires:
|
2020
|
78
|
Directors elected by holders of Series L Shares:
PABLO ROBERTO GONZÁLEZ GUAJARDO Director and Member of the Audit and Corporate Practices Committee |
Born:
|
1967
| ||
First elected:
|
2007
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Chief Executive Officer of Kimberly Clark de México
| |||
Other directorships:
|
Director of Kimberly Clark de México, S.A.B de C.V. (Kimberly Clark de México), Grupo Sanborns, and Grupo Lala, S.A.B. de C.V.
| |||
Business experience:
|
Various positions in the Kimberly Clark Corporation and Kimberly Clark de México, as well as Director of Acciones y Valores Banamex S.A. de C.V. Casa de Bolsa
| |||
DAVID IBARRA MUÑOZ Director |
Born:
|
1930
| ||
First elected:
|
2000
| |||
Term expires:
|
2020
| |||
Principal occupation:
|
Retired
| |||
Other directorships:
|
Director of Grupo Financiero Inbursa, IDEAL and Grupo Carso
| |||
Business experience:
|
Chief Executive Officer of Nacional Financiera, S.N.C., served in the Mexican Ministry of Finance and Public Credit
|
79
MANAGEMENT
|
80
|
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, S.A. de C.V. | |||
CARLOS JOSÉ GARCÍA MORENO ELIZONDO Chief Financial Officer |
Appointed: | 2001 | ||
Business experience: | General Director of Public Credit at the Ministry of Finance and Public Credit; Managing Director of UBS Warburg; Associate Director of Financing at Petróleos Mexicanos (Pemex); Member of Telekom Austrias Supervisory Board; Member of KPN Supervisory Board | |||
ALEJANDRO CANTÚ JIMÉNEZ General Counsel |
Appointed: | 2001 | ||
Business experience: | Member of Telekom Austrias Supervisory Board; Attorney at Mijares, Angoitia, Cortés y Fuentes, S.C. |
81
MANAGEMENT
|
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, S.A. de C.V.; Director of Telmex, Telmex Internacional, Empresa Brasileira de Telecomunicações S.A. (Embratel), and Net Serviços de Comunicação S.A. (Net Serviços); Member of Telekom Austrias Supervisory Board | |||
ANGEL ALIJA GUERRERO Chief Wireless Operations Officer |
Appointed: | 2012 | ||
Business experience: | Various positions in América Móvil |
82
|
SHARE OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT
Carlos Slim Domit, Chairman of our Board of Directors, holds 647 million (or 3.1%) of our AA Shares and 1,567 million (or 3.5%) of our L Shares directly. Patrick Slim Domit, Vice Chairman of our Board of Directors, holds 323 million (or 1.6%) of our AA Shares and 859 million (or 1.9%) of our L Shares directly. Carlos Slim Helú, member of our Board of Directors, holds 1,879 million (or 9.1%) of our AA Shares and 3,072 million (or 6.8%) of our L 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 and BylawsShareholders Equity under Part IV of this annual report.
Except as described above, according to 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 Banking and securities Commission and 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 appoint 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. In accordance with 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, the majority of our Board of Directors in 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 COMMITTE | ||
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.
|
84
|
NYSE STANDARDS |
OUR CORPORATE GOVERNANCE PRACTICES | |
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 COMMITTEE | ||
Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the additional requirements under the NYSE standards is required. §§303A.06 and 303A.07. | We have an audit and corporate practices committee of four members. Each member of the Audit and Corporate Practices Committee is independent, as independence is defined under the Mexican Securities Market Law, and also meets the independence requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended. Our Audit and Corporate Practices Committee operates primarily pursuant to (1) a written charter adopted by our Board of Directors, which assigns to the Committee responsibility over those matters required by Rule 10A-3 (2) our bylaws and (3) Mexican law. For a more detailed description of the duties of our audit and corporate practices committee, see Management under Part V of this annual report.
| |
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 expressly 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 GovernanceCode of Ethics under Part V of this annual report. |
85
CORPORATE GOVERNANCE
|
NYSE STANDARDS |
OUR CORPORATE GOVERNANCE PRACTICES | |
CONFLICTS OF INTEREST | ||
Determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight. §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 that is outside of the ordinary course of business, which must be approved by the board of directors. Pursuant to the Mexican Securities Market Law, our Board of Directors may establish certain guidelines regarding related party transactions that do not require specific board approval.
| |
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. 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, 2018. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods 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 allow timely decisions regarding required disclosure.
(B) MANAGEMENTS 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 ControlFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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. 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 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 framework in Internal ControlIntegrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2018.
Mancera, S.C. (Mancera), a member practice of Ernst & Young Global Limited, an independent registered public accounting firm, our independent auditor, issued an attestation report on our internal control over financial reporting on April 11, 2019.
(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, 2018, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, América Móvil, S.A.B. de C.V. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.
87
CONTROLS AND PROCEDURES
|
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, 2018 and 2017, 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, 2018, and the related notes, and our report dated April 11, 2019 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 Managements 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 Limitations of Internal Control over Financial Reporting
A companys 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 companys 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 companys 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.
Mexico City, Mexico
April 11, 2019
(D) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There has been no change in our internal control over financial reporting during 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
88
|
Our Code of Ethics 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, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics and accountability for adherence to the Code of Ethics. Our Code of Ethics applies to all of our officers, senior management, directors and employees.
The full text of our Code of Ethics may be found on our website at www.americamovil.com.
CORPORATE SUSTAINABILITY REPORT
|
We have a corporate sustainability committee that seeks to foster greater operational efficiencies, promote social responsibility and adopt environmentally friendly initiatives.
Our corporate sustainability reports are available on our website at www.americamovil.com.
89
PART VI REGULATION
|
93
REGULATION
|
94
|
95
REGULATION
|
Telcels Concessions
FREQUENCY |
COVERAGE AREA | INITIAL DATE | TERMINATION DATE | FEE STRUCTURE | ||||
Band A (1900 MHz) | Nationwide | Sep.1999 | Oct. 2039 | Annual | ||||
Band D (1900MHz) | Nationwide | Oct. 1998 | Oct. 2038 | Annual | ||||
Band B (850 MHz) | Regions 1, 2, 3 | Aug. 2011 | Aug. 2026 | Annual | ||||
Band B (850 MHz) | Regions 4, 5 | Aug. 2010 | Aug. 2025 | Annual | ||||
Band B (850 MHz) | Regions 6, 7, 8 | Oct. 2011 | Oct. 2026 | Annual | ||||
Band B (850 MHz) | Region 9 | Oct. 2015 | Oct. 2030 | Annual | ||||
Band F (1900MHz) | Nationwide | Apr. 2005 | Apr. 2025 | Annual | ||||
Bands A and B (1.7/2.1 GHz) | Nationwide | Oct. 2010 | Oct. 2030 | Annual | ||||
Bands H, I and J (1.7/2.1 GHz) | Nationwide | May 2016 | Oct. 2030 | Annual | ||||
Band 7 (2.5 GHz) | 75% of the population | Jul. 2017 | Jan. 2024 Nov. 2028 | Annual |
96
|
97
REGULATION
|
98
|
99
REGULATION
|
100
|
101
REGULATION
|
102
|
103
REGULATION
|
104
|
OTHER JURISDICTIONS
COUNTRY |
PRINCIPAL REGULATORY AUTHORITIES | CONCESSION AND LICENSES | ||
COSTA RICA |
Superintendency of Telecommunications (Superintendencia de Telecomunicaciones)
Ministry of Science, Technology and Telecommunications (Ministerio de Ciencia, Tecnología y Telecomunicaciones) |
Concessions in the AWS and 1800 MHz bands that expire in 2032 Concessions in the 2100 MHz band that expire in 2026 License to operate Pay TV services using DTH technology that will expire in 2027 | ||
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 | ||
GUATEMALA |
Guatemalan Telecommunications Agency (Superintendencia de Telecomunicaciones) | Licenses to use 12 MHz in the 900 MHz band and 40 MHz in the 1900 MHz band that all expire in 2033 Concession of 50 MHz in the 3.5 GHz band that will expire in 2033 | ||
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 2032 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 (re- newal granted in 2018) 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 2020 | ||
PANAMA |
National Authority of Public Services (Autoridad Nacional de los Servicios Públicos) | License to use 40 MHz in the 1900 MHz and 20 MHz in the 700 MHz bands that all expire in 2028 Licenses to provide fixed local and long-distance services that expire in 2030
|
105
REGULATION
|
COUNTRY |
PRINCIPAL REGULATORY AUTHORITIES | CONCESSION AND LICENSES | ||
License to provide Internet service that expires in 2033 Licenses to provide international long-distance, value-added services, interactive television, and Pay TV service through DTH and IPTV tech- nologies, which expire in 2028, 2030, 2037 and 2034, respectively | ||||
UNITED STATES |
The FCC | International Section 214 Authorization (Claro Enterprise Solutions). | ||
DOMINICAN REPUBLIC |
Dominican Institute of Telecommunications (Instituto Dominicano de las Telecomunicaciones) | Concessions 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, 30 MHz in the 3.5 GHz band and 40 MHz in the 1.7/2.1 GHz (AWS) band that expire in 2030 Licenses to provide Pay TV Services through DTH and IPTV technologies that expire in 2030 | ||
PUERTO RICO |
FCC and the Telecommunications Regulatory Board of Puerto Rico | Concessions to use the 700 MHz, 1900 MHz and the 30 GHz bands that expire in 2021, 2027 and 2019, respectively Concessions to use the 800 MHz that expire in March 2018 (for which an application for renewal has been submitted), 2020, 2021 and 2026 Concessions to use the 1.7/2.1 GHz bands that expire in 2026 and 2028 Long-term transfer lease concessions to use 35.6 MHz of the 2.5 GHz EBS band that expire in 2020, 2022, 2023, 2025 and 2026 Franchise to operate Pay TV Services using IPTV technology that expires in 2030 |
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PART VII ADDITIONAL INFORMATION
|
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 end of each year in the three-year period ended December 31, 2018.
DECEMBER 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
NUMBER OF EMPLOYEES |
194,431 | 191,851 | 189,448 | |||||||||
CATEGORY OF ACTIVITY: |
||||||||||||
Wireless |
78,887 | 78,910 | 77,845 | |||||||||
Fixed |
97,104 | 94,496 | 92,429 | |||||||||
Other businesses |
18,440 | 18,445 | 19,174 | |||||||||
GEOGRAPHIC LOCATION: |
||||||||||||
Mexico |
90,306 | 88,417 | 88,613 | |||||||||
South America |
65,817 | 64,619 | 62,500 | |||||||||
Central America |
9,767 | 9,694 | 9,586 | |||||||||
United States |
848 | 852 | 848 | |||||||||
Caribbean |
9,488 | 9,311 | 9,195 | |||||||||
Europe |
18,205 | 18,958 | 18,706 |
|
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 16 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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PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
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, 2017 and 2018:
YEAR ENDED DECEMBER 31, | ||||||||
2017 | 2018 | |||||||
(in millions of Mexican pesos) | ||||||||
Audit fees(1) |
Ps. 245 | Ps. 248 | ||||||
Audit-related fees(2) |
31 | 23 | ||||||
Tax fees(3) |
34 | 30 | ||||||
Total fees |
Ps. 310 | Ps 301 |
(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, tax planning 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.
111
|
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 SECs web site at www.sec.gov and at our website at www.americamovil.com. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not incorporated into this annual report.
The following documents have been filed with the SEC as exhibits to this annual report:
Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to long-term debt of América Móvil, none of which 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.
112
|
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; |
| 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 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.
113
FORM 20-F CROSS REFERENCE GUIDE
|
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 | 2 | ||||
3B Capitalization and indebtedness | Not applicable | | ||||
3C Reasons for the offer and use of proceeds | Not applicable | | ||||
3D Risk factors | Risk factors | 47 | ||||
4 | INFORMATION ON THE COMPANY | |||||
4A History and development of the Company | Information on the Company | 5 | ||||
Note 10Property, Plant and Equipment, Net | F-42 | |||||
Liquidity and capital resources | 37 | |||||
Additional Information | 112 | |||||
4B Business overview | Information on the Company | 5 | ||||
Regulation | 91 | |||||
4C Organizational structure | Exhibit 8.1 | | ||||
4D Property, plant and equipment | Information on the Company | 5 | ||||
Note 10Property Plant and Equipment, Net | F-42 | |||||
Liquidity and capital resources | 37 | |||||
Regulation | 91 | |||||
4A | Unresolved staff comments | None | | |||
5 | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | |||||
5A Operating results | Overview | 20 | ||||
Results of operations | 22 | |||||
Regulation | 91 | |||||
Liquidity and capital resources | 37 | |||||
5B Liquidity and capital resources | Note 14Debt | F-53 | ||||
5C Research and development, patents and licenses, etc. | Not applicable | | ||||
5D Trend information | Overview | 20 | ||||
Results of operations | 22 | |||||
5E Off-balance sheet arrangements | Off-balance sheet arrangement | 37 | ||||
5F Tabular disclosure of contractual obligations | Contractual obligations | 38 | ||||
6 | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | |||||
6A Directors and senior management | Management | 74 | ||||
6B Compensation | Management | 83 | ||||
6C Board practices | Management | 74 | ||||
Management | 83 | |||||
6D Employees | Employees | 110 |
114
|
ITEM |
FORM 20-F CAPTION | LOCATION IN THIS REPORT | PAGE | |||||
6E Share ownership | Major shareholders | 60 | ||||||
Management | 83 | |||||||
7 | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | |||||||
7A Major shareholders | Major shareholders | 60 | ||||||
7B Related party transactions | Related party transactions | 61 | ||||||
7C Interests of experts and counsel | Not applicable | | ||||||
8 | FINANCIAL INFORMATION | |||||||
8A Consolidated statements and other financial information | Consolidated Financial Statements | 119 | ||||||
Dividends | 62 | |||||||
Note 16Commitments and Contingencies | F-60 | |||||||
8B Significant changes | Not applicable | | ||||||
9 | THE OFFER AND LISTING | |||||||
9A Offer and listing details | Trading markets | 62 | ||||||
9B Plan of distribution | Not applicable | | ||||||
9C Markets | Trading markets | 62 | ||||||
9D Selling shareholders | Not applicable | | ||||||
9E Dilution | Not applicable | | ||||||
9F Expenses of the issue | Not applicable | | ||||||
10 | ADDITIONAL INFORMATION | |||||||
10A Shareholders equity | Bylaws | 63 | ||||||
10B Memorandum and articles of association | Bylaws | 63 | ||||||
10C Material contracts | Information on the Company | 5 | ||||||
Results of operations | 22 | |||||||
Related party transactions | 61 | |||||||
Regulation | 91 | |||||||
10D Exchange controls | Additional information | 112 | ||||||
10E Taxation | Taxation of shares and ADSs | 68 | ||||||
10F Dividends and paying agents | Not applicable | | ||||||
10G Statement by experts | Not applicable | | ||||||
10H Documents on display | Additional information | 112 | ||||||
10I Subsidiary information | Not applicable | | ||||||
11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | Risk management | 42 | |||||
Note 2 a)Basis of Preparation of the Consolidated Financial Statements and Summary of Significant Accounting Policies and Practices | F-7 |
115
FORM 20-F CROSS REFERENCE GUIDE
|
ITEM |
FORM 20-F CAPTION | LOCATION IN THIS REPORT | PAGE | |||
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 | Depositary shares | 66 | ||||
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 | 87 | |||
16A | AUDIT COMMITTEE FINANCIAL EXPERT | Management | 74 | |||
16B | CODE OF ETHICS | Code of ethics | 89 | |||
16C | PRINCIPAL ACCOUNTANT FEES AND SERVICES | Principal accountant fees and services | 111 | |||
16D | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Not applicable | | |||
16E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFIIATED PURCHASERS | Purchases of equity securities by the issuer and affiliated purchasers | 67 | |||
16F | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT | Not applicable | | |||
16G | CORPORATE GOVERNANCE | Corporate governance | 73 | |||
16H | MINE SAFETY DISCLOSURE | Not applicable | | |||
17 | FINANCIAL STATEMENTS | Not applicable | | |||
18 | FINANCIAL STATEMENTS | Consolidated Financial statements | 119 | |||
19 | EXHIBITS | Additional Information | 112 |
116
|
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: April 11, 2019
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 |
117
PART VIII CONSOLIDATED FINANCIAL STATEMENTS
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Financial Statements
Years Ended December 31, 2016, 2017 and 2018
with Report of Independent Registered Public Accounting Firm
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Financial Statements
Years Ended December 31, 2016, 2017, and 2018
F-2 | ||||
Audited Consolidated Financial Statements: |
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
América Móvil, S.A.B. de C.V.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of América Móvil, S.A.B. de C.V. and subsidiaries (the Company) as of December 31, 2018 and 2017, 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, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company´s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated April 11, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company´s management. Our responsibility is to express an opinion on the Company´s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ MANCERA, S.C.
We have served as the Company´s auditor since 1993.
Mexico City, Mexico
April 11, 2019
F-2
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Financial Position
(In thousands of Mexican pesos)
Note | At December 31, | |||||||||||||||
2017 | 2018 | 2018 Millions of U.S. dollars |
||||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
3 | Ps. | 24,270,473 | Ps. | 21,659,962 | US$ | 1,100 | |||||||||
Equity investments at fair value through OCI and other short-term investments |
4 | 59,120,676 | 49,015,934 | 2,490 | ||||||||||||
Accounts receivable: |
||||||||||||||||
Subscribers, distributors, recoverable taxes, contract assets and other, net |
5 | 193,776,144 | 216,226,920 | 10,986 | ||||||||||||
Related parties |
6 | 868,230 | 1,263,605 | 64 | ||||||||||||
Derivative financial instruments |
7 | 8,037,384 | 5,287,548 | 269 | ||||||||||||
Inventories, net |
8 | 38,809,565 | 40,305,362 | 2,048 | ||||||||||||
Other current assets, net |
9 | 17,352,746 | 15,296,193 | 777 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
Ps. | 342,235,218 | Ps. | 349,055,524 | US$ | 17,734 | ||||||||||
Non-current assets: |
||||||||||||||||
Property, plant and equipment, net |
10 | Ps. | 676,343,198 | Ps. | 640,000,720 | US$ | 32,516 | |||||||||
Intangibles, net |
11 | 143,539,626 | 122,137,703 | 6,205 | ||||||||||||
Goodwill |
11 | 151,463,232 | 145,566,497 | 7,396 | ||||||||||||
Investments in associated companies |
3,735,172 | 3,132,707 | 159 | |||||||||||||
Deferred income taxes |
13 | 116,571,349 | 111,186,768 | 5,649 | ||||||||||||
Accounts receivable, subscriber, distributors and contract assets, net |
5 | 9,786,581 | 15,681,872 | 797 | ||||||||||||
Other assets, net |
9 | 42,537,476 | 42,461,601 | 2,157 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
Ps. | 1,486,211,852 | Ps. | 1,429,223,392 | US$ | 72,613 | ||||||||||
|
|
|
|
|
|
|||||||||||
Liabilities and equity |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Short-term debt and current portion of long-term debt |
14 | Ps. | 51,745,841 | Ps. | 96,230,634 | US$ | 4,889 | |||||||||
Accounts payable |
15a | 212,673,407 | 221,957,267 | 11,277 | ||||||||||||
Accrued liabilities |
15b | 67,752,758 | 56,433,691 | 2,867 | ||||||||||||
Income tax |
9,362,009 | 19,232,191 | 977 | |||||||||||||
Other taxes payable |
24,387,484 | 23,979,334 | 1,218 | |||||||||||||
Derivative financial instruments |
7 | 10,602,539 | 13,539,716 | 688 | ||||||||||||
Related parties |
6 | 2,540,412 | 2,974,213 | 151 | ||||||||||||
Deferred revenues |
34,272,047 | 32,743,843 | 1,664 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
Ps. | 413,336,497 | Ps. | 467,090,889 | US$ | 23,731 | ||||||||||
Non-current-liabilities: |
||||||||||||||||
Long-term debt |
14 | Ps. | 646,139,058 | Ps. | 542,691,819 | US$ | 27,572 | |||||||||
Deferred income taxes |
13 | 11,997,364 | 24,573,441 | 1,248 | ||||||||||||
Income tax |
8,622,500 | 7,891,042 | 401 | |||||||||||||
Deferred revenues |
3,183,727 | 3,239,301 | 165 | |||||||||||||
Derivative financial instruments |
7 | 3,756,921 | 3,567,863 | 181 | ||||||||||||
Asset retirement obligations |
15c | 18,245,129 | 15,971,601 | 811 | ||||||||||||
Employee benefits |
17 | 120,297,139 | 118,325,014 | 6,012 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
Ps. | 812,241,838 | Ps. | 716,260,081 | US$ | 36,390 | ||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities |
Ps. | 1,225,578,335 | Ps. | 1,183,350,970 | US$ | 60,121 | ||||||||||
|
|
|
|
|
|
|||||||||||
Equity: |
||||||||||||||||
Capital stock |
19 | Ps. | 96,338,508 | Ps. | 96,338,378 | US$ | 4,895 | |||||||||
Retained earnings: |
||||||||||||||||
Prior years |
141,761,677 | 184,689,288 | 9,383 | |||||||||||||
Profit for the year |
29,325,921 | 52,566,197 | 2,670 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total retained earnings |
171,087,598 | 237,255,485 | 12,053 | |||||||||||||
Other comprehensive loss items |
(73,261,794 | ) | (137,598,218 | ) | (6,990 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Equity attributable to equity holders of the parent |
194,164,312 | 195,995,645 | 9,958 | |||||||||||||
Non-controlling interests |
66,469,205 | 49,876,777 | 2,534 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total equity |
260,633,517 | 245,872,422 | 12,492 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
Ps. | 1,486,211,852 | Ps. | 1,429,223,392 | US$ | 72,613 | ||||||||||
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-3
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(In thousands of Mexican pesos, except for earnings per share)
Note | For the year ended December 31 | |||||||||||||||||
2016 | 2017 | 2018 | 2018 Millions of U.S. dollars, except for earnings per share |
|||||||||||||||
Operating revenues: |
||||||||||||||||||
Revenues services |
Ps. | 831,885,365 | Ps. | 878,411,323 | Ps. | 863,647,642 | US$ | 43,878 | ||||||||||
Sales of equipment |
143,527,123 | 143,222,212 | 174,560,039 | 8,869 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Ps. | 975,412,488 | Ps. | 1,021,633,535 | Ps. | 1,038,207,681 | US$ | 52,747 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Operating costs and expenses: |
||||||||||||||||||
Cost of sales and services |
485,060,579 | 496,335,746 | 508,822,430 | 25,851 | ||||||||||||||
Commercial, administrative and general expenses |
228,101,116 | 240,634,431 | 227,192,478 | 11,543 | ||||||||||||||
Other expenses |
4,114,562 | 24,345,113 | 6,923,022 | 352 | ||||||||||||||
Depreciation and amortization |
9,10 and 11 | 148,525,921 | 160,174,942 | 155,712,580 | 7,911 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Ps. | 865,802,178 | Ps. | 921,490,232 | Ps. | 898,650,510 | US$ | 45,657 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
Ps. | 109,610,310 | Ps. | 100,143,303 | Ps. | 139,557,171 | US$ | 7,090 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Interest income |
4,192,595 | 2,925,648 | 10,646,169 | 541 | ||||||||||||||
Interest expense |
(33,862,012 | ) | (30,300,781 | ) | (31,771,433 | ) | (1,614 | ) | ||||||||||
Foreign currency exchange loss, net |
(40,427,407 | ) | (13,818,951 | ) | (7,261,956 | ) | (369 | ) | ||||||||||
Valuation of derivatives, interest cost from labor obligations and other financial items, net |
21 | (16,225,841 | ) | (1,943,760 | ) | (10,176,316 | ) | (517 | ) | |||||||||
Equity interest in net result of associated companies |
189,950 | 91,385 | 267 | | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Profit before income tax |
23,477,595 | 57,096,844 | 100,993,902 | 5,131 | ||||||||||||||
Income tax |
13 | 11,398,856 | 24,941,511 | 46,477,079 | 2,361 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net profit for the year |
Ps. | 12,078,739 | Ps. | 32,155,333 | Ps. | 54,516,823 | US$ | 2,770 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net profit for the year attributable to: |
||||||||||||||||||
Equity holders of the parent |
Ps. | 8,649,427 | Ps. | 29,325,921 | Ps. | 52,566,197 | US$ | 2,670 | ||||||||||
Non-controlling interests |
3,429,312 | 2,829,412 | 1,950,626 | 100 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Ps. | 12,078,739 | Ps. | 32,155,333 | Ps. | 54,516,823 | US$ | 2,770 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Basic and diluted earnings per share attributable to equity holders of the parent |
Ps. | 0.13 | Ps. | 0.44 | Ps. | 0.79 | US$ | 0.04 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss) items: |
||||||||||||||||||
Net other comprehensive (loss) income that may be reclassified to profit or loss in subsequent years: |
||||||||||||||||||
Effect of translation of foreign entities |
Ps. | 107,498,708 | Ps. | (18,309,877 | ) | Ps. | (64,314,032 | ) | US$ | (3,268 | ) | |||||||
Effect of fair value of derivatives, net of deferred taxes |
49,129 | 12,292 | | | ||||||||||||||
Items that will not be reclassified to (loss) or profit in subsequent years: |
||||||||||||||||||
Re-measurement of defined benefit plan, net of deferred taxes |
14,773,399 | (7,046,089 | ) | 757,278 | 38 | |||||||||||||
Unrealized (loss) gain on equity investments at fair value, net of deferred taxes |
(6,673,731 | ) | 622,424 | (3,765,688 | ) | (191 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total other comprehensive income (loss) items for the year, net of deferred taxes |
20 | 115,647,505 | (24,721,250 | ) | (67,322,442 | ) | (3,421 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income (loss) for the year |
Ps. | 127,726,244 | Ps. | 7,434,083 | Ps. | (12,805,619 | ) | US$ | (651 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) for the year attributable to: |
||||||||||||||||||
Equity holders of the parent |
Ps. | 120,974,842 | Ps. | 1,201,698 | Ps. | (11,770,227 | ) | US$ | (598 | ) | ||||||||
Non-controlling interests |
6,751,402 | 6,232,385 | (1,035,392 | ) | (53 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Ps. | 127,726,244 | Ps. | 7,434,083 | Ps. | (12,805,619 | ) | US$ | (651 | ) | |||||||||
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders Equity
For the year ended December 31, 2016, 2017 and 2018
(In thousands of Mexican pesos)
Capital stock |
Legal reserve |
Retained earnings |
Effect of derivative financial instruments acquired for hedging purposes |
Unrealized gain (loss) on equity investment at fair value |
Re-measurement of defined benefit plans |
Cumulative translation adjustment |
Total equity attributable to equity holders of the parent |
Non- controlling interests |
Total equity |
|||||||||||||||||||||||||||||||
Balance at December 31, 2015 |
Ps. | 96,338,477 | Ps. | 358,440 | Ps. | 171,972,999 | Ps. | (60,788) | Ps. | 4,011 | Ps. | (82,844,947) | Ps. | (73,490,197) | Ps. | 112,277,995 | Ps. | 48,576,191 | Ps. | 160,854,186 | ||||||||||||||||||||
Net profit for the year |
| | 8,649,427 | | | | | 8,649,427 | 3,429,312 | 12,078,739 | ||||||||||||||||||||||||||||||
Effect of fair value of derivatives, net of deferred taxes |
| | | 48,496 | | | | 48,496 | 633 | 49,129 | ||||||||||||||||||||||||||||||
Unrealized loss on equity investments at fair value, net of deferred taxes |
| | | | (6,673,731 | ) | | | (6,673,731 | ) | | (6,673,731 | ) | |||||||||||||||||||||||||||
Remeasurement of defined benefit plan, net of deferred taxes |
| | | | | 14,771,770 | | 14,771,770 | 1,629 | 14,773,399 | ||||||||||||||||||||||||||||||
Effect of translation of foreign entities |
| | | | | | 104,178,880 | 104,178,880 | 3,319,828 | 107,498,708 | ||||||||||||||||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Comprehensive income (loss) for the year |
| | 8,649,427 | 48,496 | (6,673,731 | ) | 14,771,770 | 104,178,880 | 120,974,842 | 6,751,402 | 127,726,244 | |||||||||||||||||||||||||||||
Dividends declared |
| | (18,339,294) | | | | | (18,339,294 | ) | (652,341 | ) | (18,991,635 | ) | |||||||||||||||||||||||||||
Stock dividend (Note 19) |
1,512 | | 4,606,274 | | | | | 4,607,786 | | 4,607,786 | ||||||||||||||||||||||||||||||
Repurchase of shares |
(2,475 | ) | | (7,213,397 | ) | | | | | (7,215,872 | ) | | (7,215,872 | ) | ||||||||||||||||||||||||||
Partial sale of shares of Telekom Austria (Note 12) |
| | | | | 68,127 | (1,139,192 | ) | (1,071,065 | ) | 7,394,401 | 6,323,336 | ||||||||||||||||||||||||||||
Other acquisitions of non-controlling interests (Note 12) |
| | (2,319,149 | ) | | | | | (2,319,149 | ) | 38,871 | (2,280,278 | ) | |||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2016 |
96,337,514 | 358,440 | 157,356,860 | (12,292 | ) | (6,669,720) | (68,005,050 | ) | 29,549,491 | 208,915,243 | 62,108,524 | 271,023,767 | ||||||||||||||||||||||||||||
Net profit for the year |
| | 29,325,921 | | | | | 29,325,921 | 2,829,412 | 32,155,333 | ||||||||||||||||||||||||||||||
Effect of fair value of derivatives, net of deferred taxes |
| | | 12,292 | | | | 12,292 | | 12,292 | ||||||||||||||||||||||||||||||
Unrealized gain on equity investments at fair value, net of deferred taxes |
| | | | 622,424 | | | 622,424 | | 622,424 | ||||||||||||||||||||||||||||||
Remeasurement of defined benefit plan, net of deferred taxes |
| | | | | (7,075,606 | ) | | (7,075,606 | ) | 29,517 | (7,046,089 | ) | |||||||||||||||||||||||||||
Effect of translation of foreign entities |
| | | | | | (21,683,333 | ) | (21,683,333 | ) | 3,373,456 | (18,309,877 | ) | |||||||||||||||||||||||||||
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|||||||||||||||||||||
Comprehensive income (loss) for the year |
| | 29,325,921 | 12,292 | 622,424 | (7,075,606 | ) | (21,683,333 | ) | 1,201,698 | 6,232,385 | 7,434,083 | ||||||||||||||||||||||||||||
Dividends declared |
| | (19,815,470 | ) | | | | | (19,815,470 | ) | (1,848,108 | ) | (21,663,578 | ) | ||||||||||||||||||||||||||
Stock dividend (Note 19) |
1,264 | | 4,902,818 | | | | | 4,904,082 | | 4,904,082 | ||||||||||||||||||||||||||||||
Repurchase of shares |
(270 | ) | | (1,040,686 | ) | | | | | (1,040,956 | ) | | (1,040,956 | ) | ||||||||||||||||||||||||||
Other acquisitions of non-controlling interests (Note 12) |
| | (285 | ) | | | | | (285 | ) | (23,596 | ) | (23,881 | ) | ||||||||||||||||||||||||||
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|
|||||||||||||||||||||
As of January 1 2018 |
96,338,508 | 358,440 | 170,729,158 | | (6,047,296 | ) | (75,080,656 | ) | 7,866,158 | 194,164,312 | 66,469,205 | 260,633,517 | ||||||||||||||||||||||||||||
Effect of adoption of new accounting standards (Note 2i) |
| | 19,598,349 | | | | | 19,598,349 | 518,440 | 20,116,789 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||
As of January 1 2018 (restated) |
96,338,508 | 358,440 | 190,327,507 | | (6,047,296 | ) | (75,080,656 | ) | 7,866,158 | 213,762,661 | 66,987,645 | 280,750,306 | ||||||||||||||||||||||||||||
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|
|||||||||||||||||||||
Net profit for the year |
| | 52,566,197 | | | | | 52,566,197 | 1,950,626 | 54,516,823 | ||||||||||||||||||||||||||||||
Unrealized loss on equity investments at fair value, net of deferred taxes |
| | | | (3,765,688 | ) | | | (3,765,688 | ) | | (3,765,688 | ) | |||||||||||||||||||||||||||
Remeasurement of defined benefit plan, net of deferred taxes |
| | | | | 652,722 | | 652,722 | 104,556 | 757,278 | ||||||||||||||||||||||||||||||
Effect of translation of foreign entities |
| | | | | | (61,223,458 | ) | (61,223,458 | ) | (3,090,574 | ) | (64,314,032 | ) | ||||||||||||||||||||||||||
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|
|||||||||||||||||||||
Comprehensive income (loss) for the year |
| | 52,566,197 | (3,765,688 | ) | 652,722 | (61,223,458 | ) | (11,770,227 | ) | (1,035,392 | ) | (12,805,619 | ) | ||||||||||||||||||||||||||
Dividends declared |
| | (21,134,520 | ) | | | | | (21,134,520 | ) | (1,850,462 | ) | (22,984,982 | ) | ||||||||||||||||||||||||||
Hyperinflation adjustment (Note 2i) |
| | 15,826,934 | | | | | 15,826,934 | | 15,826,934 | ||||||||||||||||||||||||||||||
Repurchase of shares |
(130 | ) | | (518,633 | ) | | | | | (518,763 | ) | | (518,763 | ) | ||||||||||||||||||||||||||
Redemption of hybrid bond (Note 19) |
| | | | | | | | (13,440,120 | ) | (13,440,120 | ) | ||||||||||||||||||||||||||||
Other acquisitions of non-controlling interests |
| | (170,440 | ) | | | | | (170,440 | ) | (784,894 | ) | (955,334 | ) | ||||||||||||||||||||||||||
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|
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|
|||||||||||||||||||||
Balance at December 31, 2018 |
Ps. | 96,338,378 | Ps. | 358,440 | Ps. | 236,897,045 | Ps. | | Ps. | (9,812,984 | ) | Ps. | (74,427,934 | ) | Ps. | (53,357,300 | ) | Ps. | 195,995,645 | Ps. | 49,876,777 | Ps. | 245,872,422 | |||||||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands of Mexican pesos)
For the year ended December 31 | ||||||||||||||||||||
Note | 2016 | 2017 | 2018 | 2018 Millions of U.S. dollars |
||||||||||||||||
Operating activities |
||||||||||||||||||||
Profit before income tax |
Ps. | 23,477,595 | Ps. | 57,096,844 | Ps. | 100,993,902 | US$ | 5,131 | ||||||||||||
Items not requiring the use of cash: |
||||||||||||||||||||
Depreciation |
10 | 127,662,344 | 135,206,080 | 129,115,727 | 6,560 | |||||||||||||||
Amortization of intangible and other assets |
9 and 11 | 20,863,577 | 24,968,862 | 26,596,853 | 1,351 | |||||||||||||||
Equity interest in net income of associated companies |
(189,950 | ) | (91,385 | ) | (267 | ) | | |||||||||||||
Loss on sale of property, plant and equipment |
8,059 | 145,225 | 664,777 | 34 | ||||||||||||||||
Net period cost of labor obligations |
17 | 14,240,271 | 13,636,182 | 13,989,100 | 711 | |||||||||||||||
Foreign currency exchange loss, net |
34,049,726 | 11,699,985 | 6,148,612 | 312 | ||||||||||||||||
Interest income |
(4,192,595 | ) | (2,925,648 | ) | (10,646,169 | ) | (541 | ) | ||||||||||||
Interest expense |
33,862,012 | 30,300,781 | 31,771,433 | 1,614 | ||||||||||||||||
Employee profit sharing |
2,235,267 | 1,751,312 | 1,500,342 | 76 | ||||||||||||||||
Loss (gain) in valuation of derivative financial instruments, capitalized interest expense and other, net |
85,216 | (19,010,851 | ) | (7,518,445 | ) | (382 | ) | |||||||||||||
Gain on net monetary positions |
21 | | | (4,429,145 | ) | (225 | ) | |||||||||||||
Working capital changes: |
||||||||||||||||||||
Subscribers, distributors, recoverable taxes, contract assets and other, net |
(14,192,651 | ) | 1,799,095 | (15,420,291 | ) | (783 | ) | |||||||||||||
Prepaid expenses |
792,979 | 4,588,584 | 3,264,685 | 166 | ||||||||||||||||
Related parties |
829,632 | (558,651 | ) | 38,426 | 2 | |||||||||||||||
Inventories |
3,076,159 | (2,991,009 | ) | (3,232,136 | ) | (164 | ) | |||||||||||||
Other assets |
(2,944,581 | ) | (4,763,394 | ) | (6,081,740 | ) | (309 | ) | ||||||||||||
Employee benefits |
(5,384,944 | ) | (14,692,218 | ) | (14,235,549 | ) | (723 | ) | ||||||||||||
Accounts payable and accrued liabilities |
18,196,349 | 5,190,137 | 23,997,632 | 1,219 | ||||||||||||||||
Employee profit sharing paid |
(3,297,439 | ) | (1,471,946 | ) | (1,013,799 | ) | (52 | ) | ||||||||||||
Financial instruments and other |
28,878,632 | 1,515,668 | 5,286,290 | 269 | ||||||||||||||||
Deferred revenues |
(972,376 | ) | (452,913 | ) | 38,243 | 2 | ||||||||||||||
Interest received |
3,239,845 | 819,940 | 1,215,800 | 62 | ||||||||||||||||
Income taxes paid |
(44,525,073 | ) | (23,988,305 | ) | (33,713,753 | ) | (1,713 | ) | ||||||||||||
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|||||||||||||
Net cash flows provided by operating activities |
Ps. | 235,798,054 | Ps. | 217,772,375 | Ps. | 248,330,528 | US$ | 12,617 | ||||||||||||
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|
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|
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|
|||||||||||||
Investing activities |
||||||||||||||||||||
Purchase of property, plant and equipment |
(138,707,157 | ) | (119,185,137 | ) | (143,888,033 | ) | (7,310 | ) | ||||||||||||
Acquisition of intangibles |
(16,316,738 | ) | (17,538,541 | ) | (7,933,647 | ) | (403 | ) | ||||||||||||
Dividends received |
21 | 5,740,092 | 2,385,559 | 2,622,237 | 133 | |||||||||||||||
Proceeds from sale of plant, property and equipment |
115,600 | 133,349 | 178,532 | 9 | ||||||||||||||||
Acquisition of businesses, net of cash acquired |
(1,823,813 | ) | (6,878,793 | ) | (310,604 | ) | (16 | ) | ||||||||||||
Partial sale of shares of associated company |
| 340,040 | 548,484 | 28 | ||||||||||||||||
Investments in associate companies |
(3,487 | ) | | | | |||||||||||||||
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|
|||||||||||||
Net cash flows used in investing activities |
Ps. | (150,995,503 | ) | Ps. | (140,743,523 | ) | Ps. | (148,783,031 | ) | US$ | (7,559 | ) | ||||||||
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|||||||||||||
Financing activities |
||||||||||||||||||||
Loans obtained |
64,281,631 | 143,607,726 | 155,263,221 | 7,888 | ||||||||||||||||
Repayment of loans |
(125,672,444 | ) | (171,041,215 | ) | (189,314,144 | ) | (9,618 | ) | ||||||||||||
Interest paid |
(32,125,872 | ) | (31,196,441 | ) | (30,869,017 | ) | (1,568 | ) | ||||||||||||
Repurchase of shares |
(7,021,247 | ) | (1,233,371 | ) | (511,421 | ) | (26 | ) | ||||||||||||
Dividends paid |
(13,809,957 | ) | (16,091,390 | ) | (22,369,793 | ) | (1,137 | ) | ||||||||||||
Derivative financial instruments |
(351,213 | ) | (71,474 | ) | | | ||||||||||||||
Partial sale of shares in subsidiary |
6,323,336 | | | | ||||||||||||||||
Redemption of hybrid bond |
| | (13,440,120 | ) | (683 | ) | ||||||||||||||
Acquisition of non-controlling interests |
(2,280,278 | ) | (11,930 | ) | (115,821 | ) | (6 | ) | ||||||||||||
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Net cash flows used in financing activities |
Ps. | (110,656,044 | ) | Ps. | (76,038,095 | ) | Ps. | (101,357,095 | ) | US$ | (5,150 | ) | ||||||||
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Net (decrease) increase in cash and cash equivalents |
Ps. | (25,853,493 | ) | Ps. | 990,757 | Ps. | (1,809,598 | ) | US $ | (92 | ) | |||||||||
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Adjustment to cash flows due to exchange rate fluctuations, net |
3,911,844 | 61,333 | (800,913 | ) | (41 | ) | ||||||||||||||
Cash and cash equivalents at beginning of the year |
45,160,032 | 23,218,383 | 24,270,473 | 1,233 | ||||||||||||||||
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Cash and cash equivalents at end of the year |
Ps. | 23,218,383 | Ps. | 24,270,473 | Ps. | 21,659,962 | US$ | 1,100 | ||||||||||||
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Non-cash transactions related to: |
||||||||||||||||||||
Acquisitions of property, plant and equipment in accounts payable at end year |
Ps. | 13,497,804 | Ps. | 18,869,210 | Ps. | 19,099,066 | US$ | 970 | ||||||||||||
Redemption of exchangeable bond |
| | 16,446,262 | 836 | ||||||||||||||||
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Non-cash transactions |
Ps. | 13,497,804 | Ps. | 18,869,210 | Ps. | 35,545,328 | US$ | 1,806 | ||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-6
AMÉRICA MÓVIL, S.A.B. DE C.V. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years ended December 31, 2016, 2017 and 2018
(In thousands of Mexican pesos [Ps.] and thousands of
U.S. dollars [US$], unless otherwise indicated)
1. Description of the Business and Relevant Events
I. Corporate Information
América Móvil, S.A.B. de C.V. and subsidiaries (hereinafter, the Company, América Móvil or AMX) was incorporated under laws of Mexico on September 25, 2000. The Company provides telecommunications services in 25 countries throughout Latin America, the United States, the Caribbean and Europe. These telecommunications services include mobile and fixed-line voice services, wireless and fixed data services, internet access and Pay TV, over the top and other related services. The Company also sells equipment, accessories and computers.
| Voice services provided by the Company, both wireless and fixed, mainly include the following: airtime, local, domestic and international long-distance services, and network interconnection services. |
| Data services include value added, corporate networks, data and Internet services. |
| Pay TV represents basic services, as well as pay per view and additional programming and advertising services. |
| AMX provides other related services to advertising in telephone directories, publishing and call center services. |
| The Company also provides video, audio and other media content that is delivered through the internet directly from the content provider to the end user. |
In order to provide these services, América Móvil has licenses, permits and concessions (collectively referred to herein as licenses) to build, install, operate and exploit public and/or private telecommunications networks and provide miscellaneous telecommunications services (mostly mobile and fixed voice and data services) and to operate frequency bands in the radio-electric spectrum for point-to-point and point-to-multipoint microwave links. The Company holds licenses in the 24 countries where it has networks, and such licenses have different dates of expiration through 2056.
Certain licenses require the payment to the respective governments of a share in sales determined as a percentage of revenues from services under concession. The percentage is set as either a fixed rate or in some cases based on certain size of the infrastructure in operation.
The corporate offices of América Móvil are located in Mexico City, Mexico, at Lago Zurich 245, Colonia Ampliación Granada, Delegación Miguel Hidalgo, 11529, Mexico City, Mexico.
The accompanying consolidated financial statements were approved for their issuance by the Companys Chief Financial Officer on April 9, 2019, and subsequent events have been considered through that date.
2. Basis of Preparation of the Consolidated Financial Statements and Summary of Significant Accounting Policies and Practices
a) Basis of preparation
The accompanying consolidated financial statements have been prepared in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board (IASB) (hereafter referred to as IFRS).
F-7
The consolidated financial statements have been prepared on the historical cost basis, except for the derivative financial instruments, the trust assets of post-employment and other employee benefit plans and the investments in equity at fair value through OCI which are presented at their market value.
Effectively July 1, 2018, the Argentinian economy is considered to be hyperinflationary in accordance with the criteria in IAS 29 Financial Reporting in Hyperinflationary Economies (IAS 29). Accordingly, for the Argentina subsidiaries, we have included, adjustments for hyperinflation and reclassifications as is required by the standard for purposes of presentation of IFRS in the consolidated financial statements.
The preparation of these consolidated financial statements under IFRS requires the use of critical estimates and assumptions that affect the amounts reported for certain assets, liabilities, income and expenses. It also requires that management exercise judgment in the application of the Companys accounting policies. Actual results could differ from these estimates and assumptions.
The Mexican peso is the functional currency of the Companys Mexican operations and the consolidated reporting currency of the Company.
i) Changes in Accounting Policies and Disclosures
The Company applied IFRS 15 Revenue from Contracts with Customers (IFRS 15) and IFRS 9 Financial Instruments (IFRS 9) for the first time effective January 1, 2018. The nature and effect of the changes as a result of adoption of these new accounting standards are described below.
The accounting policies applied in the preparation of the consolidated financial statements for the year ended December 31, 2018 are consistent with those used in the preparation of the Company´s consolidated annual financial statements for the years ended December 31, 2017 and 2016, with the exception of the following new standards and amendments to existing standards issued by the IASB, which were mandatory for annual periods beginning on or after January 1, 2018:
a) IFRS 15 Revenue from contract with customer
In May 2014, the IASB issued the new standard IFRS 15. The new standard for revenue recognition aims at standardizing the multitude of regulations previously included in various standards, and may require more judgment and estimates than with the revenue recognition processes that were required under the previously existing revenue recognition standards
IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers. IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.
IFRS 15 requires entities to exercise judgment, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the standard requires relevant disclosures.
The Company adopted IFRS 15 using the modified retrospective method of adoption with the date of initial application on January 1, 2018. Under this method, the standard can be applied either to all contracts at the date of initial application or only to contracts that are not completed at this date. The Company elected to apply the standard to all contracts as of January 1, 2018.
F-8
The cumulative effect of initially applying IFRS 15 was recognized at the date of initial application as an adjustment to the opening balance of retained earnings. Therefore, the comparative information was not restated and continues to be reported under IAS 11, IAS 18 and related Interpretations. The most significant changes in the implementation of IFRS 15 are the earlier recognition of revenue from the sale of goods, and the capitalization and deferral of the incremental contracts acquisition costs over the expected period of benefit.
The effect of adopting IFRS 15 as of January 1, 2018 was, as follows:
Reference | Increase | |||||||
Assets: |
||||||||
Subscribers, distributors, recoverable taxes, contract assets and other, net |
(a), (b), (c) | Ps. | 31,261,436 | |||||
|
|
|||||||
Liabilities: |
||||||||
Current liabilities |
(c) | Ps. | 562,651 | |||||
Deferred income taxes |
(d) | 8,725,841 | ||||||
|
|
|||||||
Ps. | 9,288,492 | |||||||
|
|
|||||||
Equity: |
||||||||
Retained earnings |
(a), (b), (c), (d) | 21,454,504 | ||||||
Non-controlling interests |
518,440 | |||||||
|
|
|||||||
Total equity |
21,972,944 | |||||||
|
|
|||||||
Total liabilities and equity |
Ps. | 31,261,436 | ||||||
|
|
Set out below are, the impacts of adopting IFRS 15 on the Company´s consolidated financial statements for the year ended December 31, 2018:
Reference | As reported | Figures without adoption of IFRS 15 |
Adjustments | |||||||||||||
Operating revenues: |
||||||||||||||||
Revenues services |
(a), (b) | Ps. | 863,647,642 | Ps. | 881,530,167 | Ps. | (17,882,525 | ) | ||||||||
Sales of equipment |
(a), (b) | 174,560,039 | 158,721,765 | 15,838,274 | ||||||||||||
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|
|
|
|
|||||||||||
1,038,207,681 | 1,040,251,932 | (2,044,251 | ) | |||||||||||||
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|
|
|
|
|
|||||||||||
Operating costs and expenses: |
||||||||||||||||
Cost of sales and services |
Ps. | 508,822,430 | Ps. | 509,100,174 | Ps. | (277,744 | ) | |||||||||
Commercial, administrative and general and other expenses |
(c) | 234,115,500 | 240,010,631 | (5,895,131 | ) | |||||||||||
Depreciation and amortization |
155,712,580 | 155,712,580 | | |||||||||||||
|
|
|
|
|
|
|||||||||||
898,650,510 | 904,823,385 | (6,172,875 | ) | |||||||||||||
|
|
|
|
|
|
|||||||||||
139,557,171 | 135,428,547 | 4,128,624 | ||||||||||||||
Financial items, net |
38,563,536 | 38,356,359 | 207,177 | |||||||||||||
Equity interest in net result of associated companies |
267 | 267 | | |||||||||||||
Income tax |
(d) | 46,477,079 | 45,496,698 | 980,381 | ||||||||||||
Non-controlling interests |
(1,950,626 | ) | (1,950,626 | ) | | |||||||||||
|
|
|
|
|
|
|||||||||||
Net profit for the year |
Ps. | 52,566,197 | Ps. | 49,625,131 | Ps. | 2,941,066 | ||||||||||
|
|
|
|
|
|
F-9
Reference | As reported | Balances without adoption of IFRS 15 |
Adjustments | |||||||||||||
Assets: |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents and equity investments at fair value |
Ps. | 70,675,896 | Ps. | 70,675,896 | Ps. | | ||||||||||
Subscribers, distributors, recoverable taxes, contract assets and other, net |
(a), (b), (c) | 216,226,920 | 185,303,634 | 30,923,286 | ||||||||||||
Other current assets, net |
62,152,708 | 62,152,708 | | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
349,055,524 | 318,132,238 | 30,923,286 | |||||||||||||
Non-current assets: |
||||||||||||||||
Property, plant and equipment, net |
640,000,720 | 640,000,720 | | |||||||||||||
Intangibles and other assets, net |
424,485,276 | 424,485,276 | | |||||||||||||
Subscribers, distributors, recoverable taxes, contract assets and other, net |
(a), (b), (c) | 15,681,872 | 10,244,609 | 5,437,263 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
Ps. | 1,429,223,392 | Ps. | 1,392,862,843 | Ps. | 36,360,549 | ||||||||||
|
|
|
|
|
|
|||||||||||
Liabilities and equity: |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Short-term debt and current portion of long-term debt |
Ps. | 96,230,634 | Ps. | 96,230,634 | Ps. | | ||||||||||
Accounts payable and other liabilities |
338,116,412 | 337,448,940 | 667,472 | |||||||||||||
Deferred revenues |
32,743,843 | 32,315,690 | 428,153 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
467,090,889 | 465,995,264 | 1,095,625 | |||||||||||||
Non-current-liabilities: |
||||||||||||||||
Long-term debt |
542,691,819 | 542,691,819 | | |||||||||||||
Deferred income taxes |
(d) | 24,573,441 | 15,382,500 | 9,190,941 | ||||||||||||
Other liabilities |
148,994,821 | 148,994,821 | | |||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities |
1,183,350,970 | 1,173,064,404 | 10,286,566 | |||||||||||||
Total equity |
(d) | 245,872,422 | 219,798,439 | 26,073,983 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
Ps. | 1,429,223,392 | Ps. | 1,392,862,843 | Ps. | 36,360,549 | ||||||||||
|
|
|
|
|
|
IFRS 15 Revenues from contracts with customers
IFRS 15 establishes a comprehensive framework for determining when to recognize revenue and how much revenue to recognize. The principle core is that an entity should recognize revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The most significant changes in the implementation of IFRS 15 are as follows:
a. | The Company provides fixed and mobile services. These services are offered independently in contracts with customers or together with the sale of handsets (mobile) under the postpaid model. In accordance with IFRS 15, the transaction price should be assigned to the different performance obligations based on their relative standalone selling price. |
The Company concluded that regarding the provided services, it has market observable information, to determine the standalone selling price of the services. On the other hand, in the case of the sale of bundled mobile phones sold (including service and handset) by the Company, the allocation of the sales is done
F-10
based on their relative standalone selling price of each individual component related to the total bundled price. The result is that more equipment revenue is recognized at the moment of a sale and, therefore, less service revenue from the monthly fee are being recognized under the new standard.
The Company concluded as well that the provided services are satisfied over the time of the contract period, given that the customer simultaneously receives and consumes the benefits provided by the Company.
Such service bundles, voice and data, accomplish the criteria mentioned in IFRS 15 of being substantially similar and of having the same transfer pattern which is why the Company concluded that the revenue from these different services offered to its customers are considered as a single performance obligation with revenue being recognized over time, except for sales of equipment.
b. | Under IFRS 15, for those contracts with customers in which generally the sale of equipment and other electronic equipment is a single performance obligation, the Company recognizes the revenue at the moment when it transfers control to the customer which generally occurs when such goods are delivered. The latter is consistent with the previous accounting policy. |
c. | The Company pays commissions to its distributors for obtaining new customers; such commissions were expensed as incurred under the previous accounting. Under IFRS 15, commissions are considered incremental contract acquisition costs that are capitalized and are amortized over the expected period of benefit, during the average duration of customer contracts. |
d. | In addition to the adjustments described above, other items such as deferred taxes and non-controlling interests were adjusted to retained earnings as necessary upon adoption of IFRS 15 as of January 1, 2018. |
b) IFRS 9, Financial Instruments
IFRS 9 was issued in July 2014 and replaced IAS 39 Financial Instruments and relates to the classification and measurement of financial instruments, impairment; and hedge accounting.
The Company applied IFRS 9 prospectively, with an initial application date of January 1, 2018. The Company has not restated the comparative information, which continues to be reported under IAS 39.
The effect of adopting IFRS 9 as of January 1, 2018 was, as follows:
Adjustments | January 1, 2018 | |||||||
Assets |
||||||||
Trade receivables |
(a) | Ps. | (2,400,783 | ) | ||||
Deferred tax assets |
(b) | 544,628 | ||||||
|
|
|||||||
Total assets |
Ps. | (1,856,155 | ) | |||||
|
|
|||||||
Equity |
||||||||
Retained earnings |
(a), (b) | Ps. | (1,856,155 | ) | ||||
|
|
|||||||
Total adjustment on equity |
Ps. | (1,856,155 | ) | |||||
|
|
IFRS 9 sets out the requirements for recognizing and measuring financial assets and financial liabilities. This new standard includes:
a) Impairment
The adoption of IFRS 9 has fundamentally changed the Company´s accounting for impairment losses for financial assets by replacing IAS 39s incurred loss approach with a forward-looking expected credit loss approach. IFRS 9 requires the Company to recognize an allowance for expected credit loss for all debt instruments not held at fair value through profit or loss and contract assets.
F-11
Upon adoption of IFRS 9 the Company recognized an impairment on the Company´s trade receivables at fair value Ps 2,400,783 as of January 1, 2018, which resulted in a decrease in Retained earnings. There were no impairment losses that impacted the carrying amount of debt instruments at fair value through OCI in the statements of financial position, which remains at fair value.
b) Other adjustments
In addition to the adjustments described above, other items such as deferred taxes and non-controlling interests were adjusted to retained earnings as necessary upon adoption of IFRS 9 as of January 1, 2018.
The new requirements of IFRS 9 regarding hedge accounting do not have an effect on the consolidated financial statements as hedge accounting is not applied. The Company continues to consider the hedges to be under IAS 39 as allowed by IFRS 9.
Compared to IAS 39, the application of IFRS 9 had an immaterial effect on the consolidated financial statements in 2018, including classification of financial assets and liabilities.
c) Impact of the application for hyperinflation in Argentina
In the recent years, the Argentina economy has shown high rates of inflation. Although inflation data has not been consistent in recent years and several indexes have coexisted, inflation in Argentina indicates that the three-year cumulative inflation rate recently exceeded 100%, which is the quantitative reference established by IAS 29. As a result, Argentina is considered a hyperinflationary economy in 2018 and the Company applies hyper-inflation accounting to its subsidiary whose functional currency is the Argentine peso for financial information for periods ending on or after July 1, 2018, however the calculation of the accumulative impact was measured as of January 1, 2019.
In order to restate for hyperinflation its financial statements, the subsidiary used the series of indices defined by resolution JG No. 539/18 issued by the Federación Argentina de Consejos Profesionales de Ciencias Económicas (FACPCE), based on the National Consumer Price Index (IPC) published by the Instituto Nacional de Estadística y Censos (INDEC) of the Argentine Republic and the Wholesale Internal Price Index (IPIM) published by FACPCE. The cumulative index December 31, 2018 is 184.255, while on an annual inflation for 2018 is 48%.
The main implications are as follows:
| Adjustment of the historical cost of non-monetary assets and liabilities and equity items from their date of acquisition, or the date of inclusion in the consolidated statements of financial position, to the end of the year, in order to reflect changes in the currencys 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. Items in the income statements and in the statements of cash flows are adjusted by the inflation index since their origination, with a balancing entry, and a reconciling item in the statements of cash flows, respectively. |
| All items in the financial statements of the Argentine company are translated at the closing exchange rate, which at December 31, 2018 was 0.5221 argentine pesos per mexican peso. |
| Financial information for financial years prior to 2018 are not restated. |
F-12
The main impact in the consolidated financial statements of the Company in 2018 of applying hyperinflationary accounting under IAS 29 are shown below:
Impact of the application of hyperinflation adjustments in 2018 |
||||
Impact in: |
||||
Operating revenues |
Ps. 6,286,140 | |||
Operating loss |
(1,423,252 | ) | ||
Financial loss |
(1,289,317 | ) | ||
Gain on net monetary positions |
4,429,145 | |||
Income tax |
(770,928 | ) | ||
Net profit for the year |
945,647 | |||
Current assets |
1,866,674 | |||
Non-current assets |
19,796,073 | |||
Total liabilities |
4,890,166 | |||
Total equity (i) |
16,772,581 |
(i) | This total includes the initial effect of hyperinflation of Ps. 15,826,934 and the net effect on results due to the hyperinflation of the year of Ps. 945,647. |
ii) Basis of consolidation
The consolidated financial statements include the accounts of América Móvil, S.A.B. de C.V. and those subsidiaries over which the Company exercises control. The consolidated financial statements for the subsidiaries were prepared for the same period as the Company´s and applying consistent accounting policies. All of the subsidiary companies operate in the telecommunications sector or related.
Subsidiaries are entities over which the Company has control. Control is achieved when the Company has power over the investee, when it is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power over the investee to affect the amount of the investors returns. Subsidiaries are consolidated on a line by line basis from the date which control is achieved by the Company. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the elements of control.
Changes in the Companys ownership interests in a subsidiary that do not result in the Company losing control over the subsidiary are accounted for as equity transactions. The carrying amounts of the equity attributable to owners of the parent and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the carrying amount of the non-controlling interests and the fair value of the consideration paid or received in the transaction is recognized directly in the equity attributable to the owners.
Subsidiaries are deconsolidated from the date which control ceases. When the Company ceases to have control over a subsidiary, it derecognizes the assets (including any goodwill) and liabilities of the subsidiary at their carrying amounts, derecognizes the carrying amount of non-controlling interests in the former subsidiary and recognizes the fair value of any consideration received from the transaction. Any retained interest in the former subsidiary is then remeasured to its fair value.
All intra-Company balances and transactions, and any unrealized gains and losses arising from intra-Company transactions, are eliminated in preparing the consolidated financial statements.
Non-controlling interests represent the portion of profits or losses and net assets not held by the Company. Non-controlling interests are presented separately in the consolidated statements of comprehensive income and in equity in the consolidated statements of financial position separately from Companys own equity.
F-13
Associates:
An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but does not have control or joint control over those decisions.
The Companys investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses.
The investments in associated companies in which the Company exercises significant influence are accounted for using the equity method, whereby Company recognizes its share in the net profit (losses) and equity of the associate.
The results of operations of the subsidiaries and associates are included in the Companys consolidated financial statements beginning as of the month following their acquisition and its share of other comprehensive income after acquisition is recognized directly in other comprehensive income.
The Company assesses at each reporting date whether there is objective evidence that investment in associates is impaired. If so, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value.
The equity interest in the most significant subsidiaries at December 31, 2017 and 2018 is as follows:
Company name |
Country | Equity interest at December 31 |
||||||||||
2017 | 2018 | |||||||||||
Subsidiaries: |
||||||||||||
América Móvil B.V. a) |
Netherlands | 100.0 | % | 100.0 | % | |||||||
Compañía Dominicana de Teléfonos, S.A. (Codetel) b) |
Dominican Republic | 100.0 | % | 100.0 | % | |||||||
Sercotel, S.A. de C.V. a) |
Mexico | 100.0 | % | 100.0 | % | |||||||
Radiomóvil Dipsa, S.A. de C.V. and subsidiaries (Telcel) b) |
Mexico | 100.0 | % | 100.0 | % | |||||||
Puerto Rico Telephone Company, Inc. b) |
Puerto Rico | 100.0 | % | 100.0 | % | |||||||
Servicios de Comunicaciones de Honduras, S.A. de C.V. (Sercom Honduras) b) |
Honduras | 100.0 | % | 100.0 | % | |||||||
TracFone Wireless, Inc. (TracFone) b) |
USA | 100.0 | % | 100.0 | % | |||||||
Claro S.A. (Claro Brasil) b) |
Brazil | 97.7 | % | 98.2 | % | |||||||
Telecomunicaciones de Guatemala, S.A. (Telgua) b) |
Guatemala | 99.3 | % | 99.3 | % | |||||||
Empresa Nicaragüense de Telecomunicaciones, S.A. (Enitel) b) |
Nicaragua | 99.6 | % | 99.6 | % | |||||||
Compañía de Telecomunicaciones de El Salvador, S.A. de C.V. (CTE) b) |
El Salvador | 95.8 | % | 95.8 | % | |||||||
Comunicación Celular, S.A. (Comcel) b) |
Colombia | 99.4 | % | 99.4 | % | |||||||
Telmex Colombia, S.A. b) |
Colombia | 99.3 | % | 99.3 | % | |||||||
Consorcio Ecuatoriano de Telecomunicaciones, S.A. (Conecel) b) |
Ecuador | 100.0 | % | 100.0 | % | |||||||
AMX Argentina, S.A. b) |
Argentina | 100.0 | % | 100.0 | % | |||||||
AMX Paraguay, S.A. b) |
Paraguay | 100.0 | % | 100.0 | % | |||||||
AM Wireless Uruguay, S.A. b) |
Uruguay | 100.0 | % | 100.0 | % | |||||||
Claro Chile, S.A. b) |
Chile | 100.0 | % | 100.0 | % | |||||||
América Móvil Perú, S.A.C b) |
Peru | 100.0 | % | 100.0 | % | |||||||
Claro Panamá, S.A. b) |
Panamá | 100.0 | % | 100.0 | % | |||||||
Teléfonos de México, S.A.B. de C.V. b) |
Mexico | 98.8 | % | 98.8 | % | |||||||
Telekom Austria AG b) |
Austria | 51.0 | % | 51.0 | % |
F-14
a) | Holding companies |
b) | Operating companies of mobile and fixed services |
iii) Basis of translation of financial statements of foreign subsidiaries and associated companies
The operating revenues of foreign subsidiaries jointly represent approximately 72%, 74% and 73% of consolidated operating revenues of 2016, 2017 and 2018, respectively, and their total assets jointly represent approximately 81% and 80% of consolidated total assets at December 31, 2017 and 2018, respectively.
The financial statements of foreign subsidiaries have been prepared under or translated to IFRS in the respective local currency (which is their functional currency) and then translated into the Company´s reporting currency as follows:
| all monetary assets and liabilities were translated at the closing exchange rate of the period; |
| 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 resulting difference from the translation process is recognized in equity in the caption Cumulative translation adjustment; |
| the consolidated statements of cash flows presented using the indirect method were translated using the weighted-average exchange rate for the applicable period (except for Argentina), and the resulting difference is shown in the consolidated statements of cash flows under the heading Adjustment to cash flows due to exchange rate fluctuations, net. |
The basis of translation for the operations of the subsidiaries in Argentina are described in Note 2i, c)
The difference resulting from the translation process is recognized in equity in the caption Effect of translation of foreign entities. At December 31, 2017 and 2018, the cumulative translation adjustment was Ps. 7,866,158 and Ps. (53,357,300), respectively.
b) Revenue recognition
The Company revenues are derived principally from providing the following telecommunications services and products: wireless voice, wireless data and value-added services, fixed voice, fixed data, broadband and IT services, Pay TV and over-the-top (OTT) services.
The wireless voices services are offered under a variety of plans. In addition, the Company often bundle wireless data telecommunications services together with voices services. Monthly rent in post- paid is billed based on the associated plan o package rates, corresponding to when the services are provided.
As part the wireless data services, the Company offer value-added services that include Internet access, messaging and other wireless entertainment and corporative services, Revenue from such services are recognized at the time they are provided, on the date the installation or when the services are downloaded. In addition, the Company offer other wireless services, including wireless security services, mobile payments solutions, machine-to-machine services, mobile banking, virtual private network (VPN) services, video calls and Personal Communication Services (PCS).
F-15
The fixed voices services include local, domestic and international long-distance and public telephone services, under a variety of plans, specifically tailored to our residential and corporate clients. Revenue from the local services are derived from the monthly rent for services and the long-distances revenues are recognized at the time the service is provided.
The Company offer data services, including data centers, data administration and hosting services to our residential and corporate clients under a variety of plans. These revenues are recognized at the time the service is provided.
The residential broadband access 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, the Company offer a number of products such as home networking and smart home services. In addition, The Company provide different IT solutions for small business and large corporations.
The Company offer Pay TV through cable and satellite TV subscriptions to both retail and corporate customers under a variety of plans. These services are offered through individual subscription plans as well as in bundled packages of services, along with broadband, fixed voice and wireless services. In addition, the Company sell video, audio and other media content that is delivered through the internet directly from the content provider to the viewer or end user. These revenues are recognized at the time the service is provided.
The Company sells to its customers bundles of different services (fixed line, mobile, broadband internet, streaming and pay TV, among others) which elements are evaluated to determine if it is necessary to separate the different identifiable components and apply the income recognition policy corresponding to each element.
Total package revenue is allocated among the identified elements based on their respective standalone selling prices.
Determining standalone selling prices for each identified element requires estimates that are complex due to the nature of the business. A change in estimates of standalone selling prices could affect the apportionment of revenue among the elements and, as a result, the timing of recognition of revenues.
Transaction prices are allocated to the performance obligations by reference to the relative stand-alone selling prices of the products and services. The stand-alone selling prices of products are based on the market prices whereas the standalone selling prices of services are available separately, as services are also offered on a stand-alone basis, i.e. without hardware.
Some subsidiaries have loyalty programs where the Company awards credits customer credit awards referred as points. The customer can redeem accrued points for awards such as devices, accessories or airtime. The Company provides all awards. The consideration allocated to the award credits is identified as a separate performance obligation; the corresponding liability of the award credits is measured at its fair value. The consideration allocated to award credits amount is recognized as a contract liability until the points are redeemed. Revenue is recognized upon redemption of products by the customer.
c) Cost of sales
The cost of mobile equipment and computers is recognized at the time the client and distributor receives the device that is when the control is are transferred to the customer.
d) Cost of services
The cost of services represents the costs incurred to properly deliver the services to the customers, it includes the network operating costs and licenses related costs and is accounted at the moment in which such services are provided.
F-16
e) Commissions to distributors
The Company pays commissions to its distributors different than those that acquire customers. Such commissions are recognized in commercial, administrative and general expenses in the consolidated statements of comprehensive income at the time in which the distributor either reports an activation or reaches certain number of lines activated or obtained at a certain point of time.
f) Cash and cash equivalents
Cash and cash equivalents represent bank deposits and liquid investments with maturities of less than three months. These amounts are stated at cost plus accrued interest, which is similar to their market value.
The Company also maintains restricted cash held as collateral to meet certain contractual obligations. Restricted cash is presented as part of Other assets within other non-current financial assets given that the restrictions are long-term in nature (See Note 9).
g) Equity investments at fair value through OCI and other short-term investments
Equity investments at fair value through OCI and other short-term investments are primarily composed of equity investments and other short-term financial investments. Amounts are initially recorded at their estimated fair value. Fair value adjustments for equity investments are recorded through other comprehensive income, while fair value adjustments for other short-term investments are recorded in the Consolidated Statements of Comprehensive Income as they occur.
h) Inventories
Inventories are initially recognized at historical cost and are valued using the average cost method without exceeding their net realizable value.
The estimate of the realizable value of inventories on-hand is based on their age and turnover.
i) Business combinations and goodwill
Business combinations are accounted for using the acquisition method, which in accordance with IFRS 3, Business acquisitions, consists in general terms as follows:
(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 |
For acquired subsidiaries, goodwill represents the difference between the purchase price and the fair value of the net assets acquired at the acquisition date. The investment in acquired associates includes goodwill identified on acquisition, net of any impairment loss.
Goodwill is reviewed annually to determine its recoverability or more often if circumstances indicate that the carrying value of the goodwill might not be fully recoverable.
The possible loss of value in goodwill is determined by analyzing the recovery value of the cash generating unit (or the group thereof) to which the goodwill is associated at the time it was originated. If this recoverable amount is lower than the carrying value, an impairment loss is charged to the results of operations. The recoverable amount is determined based on the higher of fair value less cost of disposal or value in use.
F-17
For the years ended December 31, 2016, 2017 and 2018, no impairment losses were recognized for the goodwill shown in the Companys consolidated statements of financial position.
j) Property, plant and equipment
i) Property, plant and equipment are recorded at acquisition cost, net of accumulated depreciation. Depreciation is computed on the cost of the assets using the straight line method, based on the estimated useful lives of the related assets, beginning the month after they become available for use.
Borrowing costs that are incurred for general financing for construction in progress for periods exceeding six months are capitalized as part of the cost of the asset. During 2016, 2017 and 2018 the borrowing costs that were capitalized amounted to Ps. 2,861,307, Ps. 2,875,034 and Ps. 2,020,288 respectively.
In addition to the purchase price and costs directly attributable to preparing an asset in terms of its physical location and condition for operating as intended by management, when required, the cost also includes the estimated costs of dismantling and removal of the asset and for restoration of the site where it is located (See Note 15c).
ii) The net book value of property, plant and equipment is removed from the consolidated statements of financial position at the time the asset is sold or when no future economic benefits are expected from its use or sale. Any gains or losses on the sale of property, plant and equipment represent the difference between net proceeds of the sale and the net book value of the item at the time of sale. These gains or losses are recognized as either other operating income or other operating expenses upon sale.
iii) The Company periodically assesses the residual values, useful lives and depreciation methods associated with its property, plant and equipment. If necessary, the effects of any changes in accounting estimates is recognized prospectively, at the closing of each period, in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors.
For property, plant and equipment made up of several components with different useful lives, the major individual components are depreciated over their individual useful lives. Maintenance costs and repairs are expensed as incurred.
Annual depreciation rates are as follows:
Network infrastructure |
5 | %-33% | ||
Buildings and leasehold improvement |
2 | %-33% | ||
Other assets |
10 | %-50% |
iv) The carrying value of property, plant and equipment is reviewed if there are indicators of impairment in such assets. If an assets recovery value is less than the assets net carrying value, the difference is recognized as an impairment loss.
During the years ended December 31, 2016, 2017 and 2018, no impairment losses were recognized.
v) Spare parts for network operation is valued using the average cost method, without exceeding its net realizable value.
The valuation of inventory for network considered obsolete, defective or slow-moving, is reduced to their estimated net realizable value. The estimate of the recovery value of inventories is based on their age and turnover.
F-18
k) Intangibles
i) Licenses
Licenses to operate wireless telecommunications networks granted by the governments of the countries in which the Company operates are recorded at acquisition cost or at fair value at their acquisition date, net of accumulated amortization. Certain licenses require payments to the governments, such payments are recognized in the cost of service and equipment.
The licenses that in accordance with government requirements are categorized as automatically renewable, for a nominal cost and with substantially consistent terms, are considered by the Company as intangible assets with an indefinite useful life. Accordingly, they are not amortized. Licenses are amortized when the Company does not have a basis to conclude that they are indefinite lived. Licenses are amortized using the straight-line method over a period ranging from 3 to 30 years, which represents the usage period of the assets.
The Company has conducted an internal analysis on the applicability of the International Financial Reporting Interpretation Committee (IFRIC) No. 12 (Service Concession Agreements) and has concluded that its concessions are outside the scope of IFRIC 12. To determine the applicability of IFRIC 12, the Company analyzes each concession or group of similar concessions in a given jurisdiction. As a threshold matter, the Company identifies those government concessions that provide for the development, financing, operation or maintenance of infrastructure used to render a public service, and that set out performance standards, mechanisms for adjusting prices and arrangements for arbitrating disputes.
With respect to those services, the Company evaluates whether the grantor controls or regulates (i) what services the operator must provide, (ii) to whom it must provide them and (iii) the applicable price (the Services Criterion). In evaluating whether the applicable government, as grantor, controls the price at which the Company provides its services, the Company looks at the terms of the concession agreement according to all applicable regulations. If the Company determines that the concession under analysis meets the Services Criterion, then the Company evaluates whether the grantor would hold a significant residual interest in the concessions infrastructure at the end of the term of the arrangement.
ii) Trademarks
Trademarks are recorded at their fair value at the valuation date when acquired. The useful lives of trademarks are assessed as either definite or indefinite. Trademarks with finite useful lives are amortized using the straight-line method over a period ranging from 1 to 10 years. Trademarks with indefinite useful lives are not amortized, but are tested for impairment annually at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable, if not, the change in useful life from indefinite to definite is made on a prospective basis.
iii) Irrevocable rights of use
Irrevocable rights of use are recognized according to the amount paid for the right and are amortized over the period in which they are granted.
The carrying values of the Companys licenses and trademarks are reviewed annually and whenever there are indicators of impairment in the value of such assets. When an assets recoverable amount, which is the higher of the assets fair value, less disposal costs and its value in use (the present value of future cash flows), is less than the assets carrying value, the difference is recognized as an impairment loss.
iv) Customer relationships
The value of customer relations is determined and valued at the time that a new subsidiary is acquired, as determined by the Company with the assistance of independent appraisers, and is amortized on a 5 year period.
F-19
During the years ended December 31, 2016, 2017 and 2018, no impairment losses were recognized for licenses, trademarks, irrevocable rights of use or customer relationships.
l) Impairment in the value of long-lived assets
The Company assesses the existence of indicators of impairment in the carrying value of long-lived assets, investments in associates, goodwill and intangible assets according to IAS 36 Impairment of assets. When there are such indicators, or in the case of assets whose nature requires an annual impairment analysis (goodwill and intangible assets with indefinite useful lives), the Company estimates the recoverable amount of the asset, which is the higher of its fair value, less disposal costs, and its value in use. Value in use is determined by discounting estimated future cash flows, applying a pre-tax discount rate that reflects the time value of money and taking into consideration the specific risks associated with the asset. When the recoverable amount of an asset is below its carrying value, impairment is considered to exist. In this case, the carrying value of the asset is reduced to the assets recoverable amount, recognizing the loss in results of operations for the respective period. Depreciation and/or amortization expense of future periods is adjusted based on the new carrying value determined for the asset over the assets remaining useful life. Impairment is computed individually for each asset. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets.
In the estimation of impairments, the Company uses the strategic plans established for the separate cash-generating units to which the assets are assigned. Such strategic plans generally cover a period from 3 to 5 years. For longer periods, beginning in the fifth year, projections are based on such strategic plans while applying a constant or declining expected perpetual growth rate.
Key assumptions used in value in use calculations
The forecasts are made in real terms (net of inflation) and in the functional currency of the subsidiary as of December 31, 2018. Financial forecasts, premises and assumptions are similar to what any other market participant in similar conditions would consider.
Local synergies, that any other market participant would not have taken into consideration to prepare similar forecasted financial information, have not been included.
The assumptions used to develop the financial forecasts were validated for each of the cash generating units (CGUs), typically identified by country and by service (in the case of Mexico) taking into consideration the following:
| Current subscribers and expected growth. |
| Type of subscribers (prepaid, postpaid, fixed line, multiple services) |
| Market environment and penetration expectations |
| New products and services |
| Economic environment of each country |
| Expenses for maintaining the current assets |
| Investments in technology for expanding the current assets |
| Market consolidation and synergies |
The foregoing forecasts could differ from the results obtained through time; however, the Company prepares its estimates based on the current situation of each of the CGUs.
F-20
The recoverable amounts are based on value in use. The value in use is determined based on the method of discounted cash flows. The key assumptions used in projecting cash flows are:
| Margin on EBITDA is determined by dividing EBITDA (operating income plus depreciation and amortization) by total revenues. |
| Margin on CAPEX is determined by dividing capital expenditures (CAPEX) by total revenues. |
| Pre-tax weighted average cost of capital (WACC) is used to discount the projected cash flows. |
As discount rate, the Company uses the WACC which was determined for each of the cash generating units and is described in the following paragraphs.
The estimated discount rates to perform the IAS 36 Impairment of assets, impairment test for each CGU consider market participants assumptions. Market participants were selected taking into consideration size, operations and characteristics of the business that were similar to those of Company.
The discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and its operating segments. The WACC takes into account both debt and equity costs. The cost of equity is derived from the expected return on investment for each GCU. The cost of debt is based on the interest-bearing borrowings the Company is obliged to service. Segment-specific risk is incorporated by applying individual beta factors.
The beta factors are evaluated annually based on publicly available market data.
Market participant assumptions are important because, not only do they include industry data for growth rates, but also management assesses how the CGUs position, relative to its competitors, might change over the forecasted period.
The most significant forward-looking estimates used for the 2017 and 2018 impairment evaluations are shown below:
Average margin on EBITDA |
Average margin on CAPEX |
Average pre-tax discount rate (WACC) | ||||
2017: |
||||||
Europe (7 countries) |
25.59% - 52.46% | 7.34% - 14.97% | 9.06% - 19.04% | |||
Brazil (fixed line, wireless and TV) |
35.28% | 22.13% | 11.71% | |||
Puerto Rico |
23.31% | 8.31% | 4.42% | |||
Dominican Republic |
45.79% | 15.55% | 19.23% | |||
Mexico (fixed line and wireless) |
35.48% | 8.72% | 16.13% | |||
Ecuador |
37.83% | 10.07% | 23.57% | |||
Peru |
29.64% | 16.75% | 13.61% | |||
El Salvador |
40.36% | 17.99% | 25.14% | |||
Chile |
22.04% | 12.45% | 6.15% | |||
Colombia |
41.93% | 19.88% | 19.06% | |||
Other countries |
9.16% - 48.18% | 0.43% - 23.43% | 7.89% - 24.28% |
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Average margin on EBIDTA |
Average margin on CAPEX |
Average pre-tax discount rate (WACC)las |
||||||||||
2018: |
||||||||||||
Europe (7 countries) |
22.13% - 41.51% | 8.13% - 19.40% | 8.36% - 22.08% | |||||||||
Brazil (fixed line, wireless and TV) |
36.43% | 21.88% | 10.38% | |||||||||
Puerto Rico |
23.86% | 9.89% | 4.81% | |||||||||
Dominican Republic |
48.64% | 18.43% | 17.66% | |||||||||
Mexico (fixed line and wireless) |
36.33% | 7.93% | 16.30% | |||||||||
Ecuador |
39.83% | 11.26% | 24.45% | |||||||||
Peru |
30.29% | 19.95% | 11.52% | |||||||||
El Salvador |
45.36% | 22.61% | 18.01% | |||||||||
Chile |
25.91% | 14.99% | 6.62% | |||||||||
Colombia |
45.01% | 17.14% | 20.29% | |||||||||
Other countries |
7.90% - 45.91% | 0.61% - 23.96% | 9.97% - 31.63% |
Sensitivity to changes in assumptions:
The implications of the key assumptions for the recoverable amount are discussed below:
Margin on CAPEX- The Company performed a sensitivity analysis by increasing its CAPEX by 5% and maintaining all other assumptions the same. The sensitivity analysis would require the Company to adjust the amount of its long-lived assets in its CGUs with potential impairment of approximately Ps. 1,558,823
WACC- Additionally, should the Company increase by 50 base points in WACC per CGU and maintain all other assumptions the same, the carrying amount of the long-lived assets, would be impaired by approximately Ps. 1,135,854.
m) Leases
The determination of whether an agreement is, or contains, a lease is based on the substance of the agreement and requires the Company to assess if performance of the agreement is dependent on the use of a specific asset and whether the agreement transfers the right of use of the asset to the Company.
Operating leases
Leases under which the lessor retains a significant portion of the risks and benefits inherent to the ownership of the leased asset are considered operating leases. Payments made under operating lease agreements are charged to results of operations on a straight-line basis over the rental period.
Finance leases
Lease agreements that substantially transfer all the risks and benefits of ownership of the leased assets to the Company are accounted for as finance leases. Accordingly, upon commencement of the lease, the asset, which is classified based on its nature, and its associated debt are recorded at the lower of the fair value of the leased asset or the present value of the lease payments. Finance lease payments are apportioned between the reduction of lease liability and the finance cost so that a constant interest rate is determined on the outstanding liability balance. Finance costs are charged to results of operations over the life of the agreement.
n) Financial assets and liabilities
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.
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The classification of financial assets at initial recognition depends on the financial assets contractual cash flow characteristics and the Companys business model for managing them, with the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
| Financial assets at amortized cost (debt instruments) |
| 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 |
Financial assets at amortized cost (debt instruments)
The Company measures financial assets at amortized cost if both of the following conditions are met:
| The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and |
| The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding |
Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
The Companys financial assets at amortized cost includes cash and cash equivalents, loans and receivables.
Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
The Company measures debt instruments at fair value through OCI if both of the following conditions are met:
| The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling, and |
| The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding |
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognized in the statements of profit or loss and computed in the same manner as for financial assets measured at amortized cost. The remaining fair value changes are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is recycled to profit or loss.
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument by instrument basis.
F-23
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the statements of profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statements of financial position at fair value with net changes in fair value recognized in the consolidated statements of comprehensive income within Valuation of derivatives, interest cost from labor obligations and other financial items.
Derecognition of financial assets
A financial asset is primarily derecognized when:
| The rights to receive cash flows from the asset have expired, or |
| The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset |
When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
F-24
For some trade receivables and contract assets based on available information, the Company applies the simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Company has established a loss rate approach that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
Financial liabilities
Initial recognition
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Companys financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. IFRS
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognized in the statements of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Company has not designated any financial liability as at fair value through profit or loss.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statements of profit or loss.
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms,
F-25
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statements of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
o) Transactions in foreign currency
Transactions in foreign currency are initially recorded at the prevailing exchange rate at the time of the related transactions. Foreign currency denominated assets and liabilities are subsequently translated at the prevailing exchange rate at the financial statements reporting date. Exchange differences determined from the transaction date to the time foreign currency denominated assets and liabilities are settled or translated at the financial statements reporting date are charged or credited to the results of operations.
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration.
The exchange rates used for the translation of foreign currencies against the Mexican peso are as follows:
Average exchange rate | Closing exchange rate at December 31, |
|||||||||||||||||||||
Country or Zone |
Currency |
2016 | 2017 | 2018 | 2017 | 2018 | ||||||||||||||||
Argentina (1) |
Argentine Peso (AR$) | 1.2632 | 1.1489 | 0.7311 | 1.0610 | 0.5221 | ||||||||||||||||
Brazil |
Real (R$) | 5.3868 | 5.9346 | 5.2937 | 5.9815 | 5.0797 | ||||||||||||||||
Colombia |
Colombian Peso (COP$) | 0.0061 | 0.0064 | 0.0065 | 0.0066 | 0.0061 | ||||||||||||||||
Guatemala |
Quetzal | 2.4548 | 2.5755 | 2.5591 | 2.6940 | 2.5440 | ||||||||||||||||
U.S.A. (2) |
US Dollar | 18.6529 | 18.9400 | 19.2397 | 19.7867 | 19.6829 | ||||||||||||||||
Uruguay |
Uruguay Peso | 0.6206 | 0.6606 | 0.6274 | 0.6869 | 0.6074 | ||||||||||||||||
Nicaragua |
Cordoba | 0.6515 | 0.6307 | 0.6097 | 0.6428 | 0.6088 | ||||||||||||||||
Honduras |
Lempira | 0.8109 | 0.8007 | 0.7994 | 0.8330 | 0.8031 | ||||||||||||||||
Chile |
Chilean Peso | 0.0276 | 0.0292 | 0.0300 | 0.0322 | 0.0283 | ||||||||||||||||
Paraguay |
Guaraní | 0.0033 | 0.0034 | 0.0034 | 0.0035 | 0.0033 | ||||||||||||||||
Peru |
Sol (PEN$) | 5.5232 | 5.8054 | 5.8517 | 6.0976 | 5.8406 | ||||||||||||||||
Dominican Republic |
Dominican Peso | 0.4048 | 0.3983 | 0.3876 | 0.4095 | 0.3898 | ||||||||||||||||
Costa Rica |
Colon | 0.0338 | 0.0331 | 0.0332 | 0.0346 | 0.0322 | ||||||||||||||||
European Union |
Euro | 20.6334 | 21.3649 | 22.7101 | 23.7539 | 22.5586 | ||||||||||||||||
Bulgaria |
Lev | 10.5483 | 10.9223 | 11.6110 | 12.1406 | 11.5327 | ||||||||||||||||
Belarus |
New Belarusian Ruble | 9.3929 | 9.8087 | 9.4451 | 9.9882 | 9.1319 | ||||||||||||||||
Croatia |
Croatian Kuna | 2.7392 | 2.8619 | 3.0613 | 3.1954 | 3.0435 | ||||||||||||||||
Macedonia |
Macedonian Denar | 0.3350 | 0.3471 | 0.3688 | 0.3861 | 0.3667 | ||||||||||||||||
Serbia |
Serbian Denar | 0.1676 | 0.1762 | 0.1920 | 0.2009 | 0.1907 |
(1) | Year-end rates are used for the translation of revenues and expenses if IAS 29 Financial Reporting in Hyperinflationary Economies is applied. |
Financial reporting in hyperinflationary economies |
F-26
Financial statements of Argentina subsidiaries are restated before translation to the reporting currency of the Company and before consolidation in order to reflect the same value of money for all items. Items recognized in the statements of financial position which are not measured at the applicable year-end measuring unit are restated based on the general price index. All non-monetary items measured at cost or amortized cost is restated for the changes in the general price index from the date of transaction or the last hyperinflationary calculation to the reporting date. Monetary items are not restated. All items of shareholders equity are restated for the changes in the general price index since their addition or the last hyperinflationary calculation until the end of the reporting period. All items of comprehensive income are restated for the change in a general price index from the date of initial recognition to the reporting date. Gains and losses resulting from the net-position of monetary items are reported in the consolidated statements of operations in financial result in exchange differences. In accordance with IFRS prior year financial statements were not restated. |
(2) | Includes U.S.A., Ecuador, El Salvador, Puerto Rico and Panama. |
As of April 9, 2019, the exchange rate between the US dollar and the Mexican Peso was $18.9701.
p) Accounts payable, accrued liabilities and provisions
Liabilities are recognized whenever (i) the Company has current obligations (legal or assumed) resulting from a past event, (ii) when it is probable the obligation will give rise to a future cash disbursement for its settlement, and (iii) the amount of the obligation can be reasonably estimated.
When the effect of the time value of money is significant, the amount of the liability is determined as the present value of the expected disbursements to settle the obligation. The discount rate is determined on a pre-tax basis and reflects current market conditions at the financial statements´ reporting date and, where appropriate, the risks specific to the liability. Where discounting is used, an increase in the liability is recognized as finance expense.
Contingent liabilities are recognized only when it is probable they will give rise to a future cash disbursement for their settlement.
Also, contingencies are only recognized when they will generate a loss.
q) Employee benefits
The Company has defined benefit pension plans for its subsidiaries Puerto Rico Telephone Company, Teléfonos de Mexico, Claro Brasil, and Telekom Austria. Claro Brasil also has medical plans and defined contribution plans and Telekom Austria provides retirement benefits to its employees under a defined contribution plan. The Company recognizes the costs of these plans based upon independent actuarial computations and are determined using the projected unit credit method. The latest actuarial computations were prepared as of December 31, 2018.
Mexico
Mexican subsidiaries have the obligation to pay seniority premiums to personnel based on the Mexican Federal labor law which also establishes the obligation to make certain payments to personnel who cease to provide services under certain circumstances. Pensions (for Telmex) and seniority premiums are determined based on the salary of employees in their final year of service, the number of years worked at and their age at the moment of retirement.
The costs of pensions, seniority premiums and severance benefits, are recognized based on calculations by independent actuaries using the projected unit credit method using financial hypotheses, net of inflation.
Telmex has established an irrevocable trust fund and makes annual contributions to that fund.
F-27
Puerto Rico
In Puerto Rico, the Company has noncontributing pension plans for full-time employees, which are tax qualified as they meet Employee Retirement Income Security Act of 1974 requirements.
The pension benefit is composed of two elements:
(i) An employee receives an annuity at retirement if they meet the rule of 85 (age at retirement plus accumulated years of service). The annuity is calculated by applying a percentage times years of services to the last three years of salary.
(ii) The second element is a lump-sum benefit based on years of service ranging from 9 to 12 months of salary. Health care and life insurance benefits are also provided to retirees under a separate plan (post-retirement benefits).
Brazil
Claro Brasil provides a defined benefit plan and post-retirement medical assistance plan, and a defined contribution plan, through a pension fund that supplements the government retirement benefit for certain employees.
Under the defined benefit plan, the Company makes monthly contributions to the pension fund equal to 17.5% of the employees aggregate salary. In addition, the Company contributes a percentage of the aggregate salary base for funding the post-retirement medical assistance plan for the employees who remain in the defined benefit plan. Each employee makes contributions to the pension fund based on age and salary. All newly hired employees automatically adhere to the defined contribution plan and no further admittance to the defined benefit plan is allowed. For the defined contribution plan, see Note 17.
Austria
Telekom Austria provides retirement benefits to its employees under defined contribution and defined benefit plans.
The Company pays contributions to publicly or privately administered pension or severance insurance plans on mandatory or contractual basis. Once the contributions have been paid, the Company has no further payment obligations. The regular contributions are recognized as employee expenses in the year in which they are due.
All other employee benefit obligations provided in Austria are unfunded defined benefit plans for which the Company records provisions which are calculated using the projected unit credit method. The future benefit obligations are measured using actuarial methods on the basis of an appropriate assessment of the discount rate, rate of employee turnover, rate of compensation increase and rate of increase in pensions.
For severance and pensions, the subsidiary recognizes actuarial gains and losses in other comprehensive income. The re-measurement of defined benefit plans relates to actuarial gains and losses only as Telekom Austria holds no plan assets. Interest expense related to employee benefit obligations is reported in Valuation of derivatives, interests cost from labor obligation and other financial items, net in the statements of comprehensive income.
Other subsidiaries
For the rest of the Companys subsidiaries, there are no defined benefit plans or compulsory defined contribution structures. However, certain subsidiaries make contributions to national pension, social security and severance plans in accordance with the percentages and rates established by the applicable social security and labor laws of each country. Such contributions are made to the entities designated by the countries legislation and are recorded as direct labor expenses in the consolidated statements of comprehensive income as they are incurred.
F-28
Remeasurements of defined benefit plans, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding net interest and the return on plan assets (excluding net interest), are recognized immediately in the consolidated statements of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognized in profit or loss on the earlier of:
(i) | The date of the plan amendment or curtailment, and |
(ii) | The date that the Company recognizes restructuring-related costs |
Net interest on liability for defined benefits is calculated by applying the discount rate to the net defined benefit liability or asset and it is recognized in the valuation of derivatives, interest cost from labor obligations and other financial items in the consolidated statements of comprehensive income. The Company recognizes the changes in the net defined benefit obligation under Cost of sales and services and Commercial, administrative and general expenses in the consolidated statements of comprehensive income.
Paid absences
The Company recognizes a provision for the cost of paid absences, such as vacation time, based on the accrual method.
r) Employee profit sharing
Employee profit sharing is paid by certain subsidiaries of the Company to its eligible employees. The Company has employee profit sharing in Mexico, Ecuador and Peru. In Mexico, employee profit sharing is computed at the rate of 10% on the individual subsidiaries taxable base adjusted for employee profit sharing purposes as provided by law.
Employee profit sharing is presented as an operating expense in the consolidated statements of comprehensive income.
s) Taxes
Income taxes
Current income tax payable is presented as a short-term liability, net of prepayments made during the year.
Deferred income tax is determined using the liability method based on the temporary differences between the tax values of the assets and liabilities and their book values at the consolidated financial statements reporting date.
Deferred tax assets and liabilities are measured using the tax rates that are expected to be in effect in the period when the asset will materialize or the liability will be settled, based on the enacted tax rates (and tax legislation) that have been enacted or substantially enacted at the financial statements reporting date. The value of deferred tax assets is reviewed by the Company at each financial statements reporting date and is reduced to the extent that it is more likely that the Company will not have sufficient future tax profits to allow for the realization of all or a part of its deferred tax assets. Unrecognized deferred tax assets are revalued at each financial statements reporting date and are recognized when it is more likely that there will be sufficient future tax profits to allow for the realization of these assets.
Deferred taxes relating to items recognized in Other Comprehensive Income are recognized together with the concept that generated such deferred taxes. Deferred taxes consequence on unremitted earnings from subsidiaries
F-29
and associates are considered as temporary differences, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Taxes withheld on remitted foreign earnings are creditable against Mexican taxes, thus to the extent that a remittance is to be made, the deferred tax would be limited to the incremental difference between the Mexican tax rate and the rate of the remitting country. As of December 31, 2017 and 2018, the Company has not provided for any deferred taxes related to unremitted foreign earnings.
The Company offsets tax assets and liabilities if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Sales tax
Revenues, expenses and assets are recognized net of the amount of sales tax, except:
| When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable. |
| Receivables and payables that are stated with the amount of sales tax included. |
The net amount of sales tax recoverable from, or payable to, the tax authorities is included as part of the current receivables or payables in the consolidated statements of financial position unless they are due in more than a year in which case they are classified as non-current.
t) Advertising
Advertising expenses are recognized as incurred. For the years ended December 31, 2016, 2017 and 2018, advertising expenses were Ps. 28,180,538, Ps. 28,718,563 and Ps. 26,255,952 , respectively, and are presented in the consolidated statements of comprehensive income in the caption Commercial, administrative and general expenses.
u) Earnings per share
Basic and diluted earnings per share are determined by dividing net profit of the year by the weighted-average number of shares outstanding during the year. In determining the weighted average number of outstanding shares, shares repurchased by the Company have been excluded.
v) Financial risks
The main risks associated with the Companys financial instruments are: (i) liquidity risk, (ii) market risk (foreign currency exchange risk and interest rate risk) and (iii) credit risk and counterparty risk. The Board of Directors approves the policies submitted by management to mitigate these risks.
i) Liquidity risk
Liquidity risk is the risk that the Company may not meet its financial obligations associated with financial instruments when they are due. The Companys financial obligations and commitments are included in Notes 14 and 16.
ii) Market risk
The Company is exposed to certain market risks derived from changes in interest rates and fluctuations in exchange rates of foreign currencies. The Companys debt is denominated in foreign currencies, mainly in US
F-30
dollars and euros, other than its functional currency. In order to reduce the risks related to fluctuations in the exchange rate of foreign currency, the Company uses derivative financial instruments such as cross-currency swaps and forwards to adjust exposures resulting from foreign exchange currency. The Company does not use derivatives to hedge the exchange risk arising from having operations in different countries.
Additionally, the Company occasionally uses interest rate swaps to adjust its exposure to the variability of the interest rates or to reduce their financing costs. The Companys practices vary from time to time depending on judgments about the level of risk, expectations of change in the movements of interest rates and the costs of using derivatives. The Company may terminate or modify a derivative financial instrument at any time. See Note 7 for disclosure of the fair value of derivatives as of December 31, 2017 and 2018.
iii) Credit risk
Credit risk represents the loss that could be recognized in case the counterparties fail to comply with their contractual obligations.
The financial instruments that potentially represent concentrations of credit risk are cash and short-term deposits, trade accounts receivable and financial instruments related to debt and derivatives. The Companys policy is designed in order to limit its exposure to any one financial institution; therefore, the Companys financial instruments are contracted with several different financial institutions located in different geographic regions.
The credit risk in accounts receivable is diversified because the Company has a broad customer base that is geographically dispersed. The Company continuously evaluates the credit conditions of its customers and generally does not require collateral to guarantee collection of its accounts receivable. The Company monitors on a monthly basis its collection cycle to avoid deterioration of its results of operations.
A portion of the Companys cash surplus is invested in short- term deposits with financial institutions with high credit ratings.
iv) Sensitivity analysis for market risks
The Company uses sensitivity analyses to measure the potential losses based on a theoretical increase of 100 basis points in interest rates and a 5% fluctuation in exchange rates:
Interest rate
In the event that the Companys agreed-upon interest rates at December 31, 2018 increased/(decreased) by 100 basis points, the increase in net interest expense would increase/(decrease) by Ps. 32,136,984 and Ps. (31,773,439), respectively.
Exchange rate fluctuations
Should the Companys debt at December 31, 2018 of Ps. 638,922,453, suffer a 5% increase/(decrease) in exchange rates, the debt would increase/(decrease) by Ps. 3,165,958 and Ps. (10,940,798), respectively.
w) Derivative financial instruments
Derivative financial instruments are recognized in the consolidated statements of financial position at fair value. Valuations obtained by the Company are compared against those of the financial institutions with which the agreements are entered into, and it is the Companys policy to compare such fair value to a valuation provided by an independent pricing provider in case of discrepancies. Changes in the fair value of derivatives that do not qualify as hedging instruments are recognized immediately in the line Valuation of derivatives, interest cost from labor obligations and other financial items, net.
F-31
The Company is exposed to interest rate and foreign currency risks, which tries to mitigate through a controlled risk management program that includes the use of derivative financial instruments. The Company principally uses to offset the risk of exchange rate and interest rate fluctuations. Additionally, for the years ended December 31, 2017 certain of the Companys derivative financial instruments had been designated, and had qualified, as cash flow hedges. The effective portion of gains or losses on the cash flow derivatives is recognized in equity under the heading Effect for fair value of derivatives, and the ineffective portion is charged to results of operations of the period.
x) Current versus non-current classification
The Company presents assets and liabilities in its consolidated statements of financial position based on current/non-current classification.
An asset is current when it is either:
(i) | Expected to be realized or intended to be sold or consumed in the normal operating cycle. |
(ii) | Held primarily for the purpose of trading. |
(iii) | Expected to be realized within twelve months after the reporting period. |
(iv) | Cash and cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. |
A liability is current when:
| It is expected to be settled in the normal operating cycle. |
| It is held primarily for the purpose of trading. |
| It is due to be settled within twelve months after the reporting period. |
| There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. |
The Company classifies all other assets and liabilities, including deferred tax assets and liabilities, as non-current.
y) Presentation of consolidated statements of comprehensive income
The costs and expenses shown in the consolidated statements of comprehensive income are presented in combined manner (based on both their function and nature), which allows a better understanding of the components of the Companys operating income. This classification allows a comparison to the telecommunications industry.
The Company presents operating income in its consolidated statements of comprehensive income since it is a key indicator of the Companys performance. Operating income represents operating revenues less operating costs and expenses.
The employee benefits expense recognized for the years ended December 31, 2016, 2017 and 2018 of Ps. 46,759,415, Ps. 48,696,331 and Ps. 47,671,143, respectively is presented as Cost of sales and services and of Ps. 63,691,855, Ps. 66,920,537 and Ps. 67,936,876, respectively is presented in Commercial, administrative and general expenses.
z) Operating segments
Segment information is presented based on information used by management in its decision-making processes. Segment information is presented based on the geographic areas in which the Company operates.
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The management of the Company is responsible for making decisions regarding the resources to be allocated to the Companys different segments, as well as evaluating the performance of each segment. Intersegment revenues and costs, intercompany balances as well as investments in shares in consolidated entities are eliminated upon consolidation and reflected in the eliminations column in Note 22.
None of the segments records revenue from transactions with a single external customer amounting to 10% or more of the revenues.
Aa) Convenience translation
At December 31, 2018, amounts in U.S. dollars have been included in the consolidated financial statements solely for the convenience of the reader and amounts this translation is not accordance with IFRS have been translated from Mexican pesos at December 31, 2018 at an exchange rate of Ps. 19.6829 per U.S. dollar, which was the exchange rate at that date. Such translation should not be construed as a representation that the Mexican peso can be converted to U.S. dollars at the exchange rate in effect on December 31, 2018 or any other exchange rate.
Ab) Significant accounting judgments, estimates and assumptions
In preparing its consolidated financial statements, the Company makes estimates concerning a variety of matters. Some of these matters are highly uncertain, and its estimates involve judgments it makes based on the available information. In the discussion below, the Company has identified several of these matters for which its financial statements would be materially affected if either (1) the Company uses different estimates that it could have reasonably used or (2) in the future América Móvil changes its estimates in response to changes that are reasonably likely to occur.
The following discussion addresses only those estimates that the Company considers most important based on the degree of uncertainty and the likelihood of a material impact had it used a different estimate. There are many other areas in which the Company uses estimates about uncertain matters, but the reasonably likely effect of changed or different estimates is not material to the financial presentation for those other areas.
Estimated useful lives of plant, property and equipment
The Company currently depreciates most of its network infrastructure based on an estimated useful life determined upon the expected particular conditions of operation and maintenance in each of the countries in which it operates. The estimates are based on AMXs historical experience with similar assets, anticipated technological changes and other factors, taking into account the practices of other telecommunications companies. The Company reviews estimated useful lives each year to determine, for each particular class of assets, whether they should be changed. The Company may shorten/extend the estimated useful life of an asset class in response to technological changes, changes in the market or other developments. This results in increased/decreased depreciation expense. See Notes 2j) and 10.
Impairment of Long-Lived Assets
The Company has large amounts of long-lived assets, including property, plant and equipment, intangible assets, investments in affiliates and goodwill on its consolidated statements of financial position. The Company is required to test long-lived assets for impairment when circumstances indicate a potential impairment or, in some cases, at least on an annual basis. The impairment analysis for long-lived assets requires the Company to estimate the recoverable amount of the asset, which is the higher of its fair value (minus any disposal costs) and its value in use. To estimate the fair value of a long-lived asset, the Company typically takes into account recent market transactions or, if no such transactions can be identified, the Company uses a valuation model that requires making certain assumptions and estimates. Similarly, to estimate the value in use of long-lived assets, the
F-33
Company typically makes various assumptions about the future prospects for the business to which the asset relates, considers market factors specific to that business and estimates future cash flows to be generated by that business. Based on this impairment analysis, including all assumptions and estimates related thereto, as well as guidance provided by IFRS relating to the impairment of long-lived assets different assumptions and estimates could materially impact the Companys reported financial results. More conservative assumptions of the anticipated future benefits from these businesses could result in impairment charges, which would decrease net income and result in lower asset values on the consolidated statements of financial position. Conversely, less conservative assumptions could result in smaller or no impairment charges, higher net income and higher asset values. The key assumptions used to determine the recoverable amount for the Companys CGUs, are further explained in Notes 2l), 10 and 11.
Deferred Income Taxes
The Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the jurisdiction-by-jurisdiction estimation of actual current tax exposure and the assessment of temporary differences resulting from the differing treatment of certain items, such as accruals and amortization, for tax and financial reporting purposes, as well as net operating loss carry-forwards and other tax credits. These items result in deferred tax assets and liabilities as discussed in Note 2 s). The analysis is based on estimates of taxable income in the jurisdictions in which the Company operates and the period on which the deferred tax assets and liabilities will be recovered or settled. If actual results differ from these estimates, or the Company adjusts these estimates in future periods, its financial position and results of operations may be materially affected.
In assessing the future realization of deferred tax assets, the Company considers future taxable income, ongoing planning strategies and future results in its operations. In the event that the estimates of projected future taxable income are lowered, or changes in current tax regulations are enacted that would impose restrictions on the timing or extent of the ability to utilize the tax benefits of net operating loss carry-forwards in the future, an adjustment to the recorded amount of deferred tax assets would be made, with a related charge to income. See Note 13.
Accruals
Accruals are recorded when, at the end of the period, the Company has a present obligation as a result of past events, whose settlement requires an outflow of resources that is considered probable and can be measured reliably. This obligation may be legal or constructive, arising from, but not limited to, regulation, contracts, common practice or public commitments, which have created a valid expectation for third parties that the Company will assume certain responsibilities. The amount recorded is the best estimation performed by the Companys management in respect of the disbursement that will be required to settle the obligations, considering all the information available at the date of the financial statements, including the opinion of external experts, such as legal advisors or consultants. Accruals are adjusted to account for changes in circumstances for ongoing matters and the establishment of additional accruals for new matters.
If the Company is unable to reliably measure the obligation, no accrual is recorded and information is then presented in the notes to its consolidated financial statements. Because of the inherent uncertainties in these estimations, actual expenditures may be different from the originally estimated amount recognized. See Note 15.
The Company is subject to various claims and contingencies related to tax, labor and legal proceedings as described in Note 16c).
F-34
Labor Obligations
The Company recognizes liabilities on its consolidated statements of financial position and expenses in its statements of comprehensive income to reflect its obligations related to its post-retirement seniority premiums, pension and retirement plans in the countries in which it operates and offer defined contribution and benefit pension plans. The amounts the Company recognizes are determined on an actuarial basis that involves estimations and accounts for post-retirement and termination benefits.
The Company uses estimates in four specific areas that have a significant effect on these amounts: (i) the rate of return the Company assumes its pension plans will earn on its investments, (ii) the salaries increase rate that the Company assumes it will observe in future years, (iii) the discount rates that the Company uses to calculate the present value of its future obligations and (iv) the expected inflation rate. The assumptions applied are further disclosed in Note 17. These estimates are determined based on actuarial studies performed by independent experts using the projected unit-credit method.
ac) Retrospective adjustment
The following amounts in the consolidated statements of comprehensive income for the years ended December 31, 2016 and 2017, have been retrospectively reclassified to conform to the presentation for the year ended December 31, 2018.
In the Consolidated Statements of Comprehensive Income:
As reported 2016 |
Retrospective reclassification |
2016 As adjustments |
||||||||||
Operating revenues: |
||||||||||||
Mobile voice services |
Ps. | 242,302,380 | Ps. | (242,302,380 | ) | Ps. | | |||||
Fixed voice services |
95,299,154 | (95,299,154 | ) | | ||||||||
Mobile data services |
256,936,895 | (256,936,895 | ) | | ||||||||
Fixed data services |
126,278,206 | (126,278,206 | ) | | ||||||||
Pay television |
78,268,778 | (78,268,778 | ) | | ||||||||
Other related services |
32,799,952 | (32,799,952 | ) | | ||||||||
Revenues services |
| 831,885,365 | 831,885,365 | |||||||||
|
|
|
|
|
|
|||||||
Ps. | 831,885,365 | Ps. | | Ps. | 831,885,365 | |||||||
|
|
|
|
|
|
As reported 2017 |
Retrospective reclassification |
2017 As adjustments |
||||||||||
Operating revenues: |
||||||||||||
Mobile voice services |
Ps. | 221,751,600 | Ps. | (221,751,600 | ) | Ps. | | |||||
Fixed voice services |
89,856,743 | (89,856,743 | ) | | ||||||||
Mobile data services |
308,526,994 | (308,526,994 | ) | | ||||||||
Fixed data services |
139,277,613 | (139,277,613 | ) | | ||||||||
Pay television |
86,882,606 | (86,882,606 | ) | | ||||||||
Other related services |
32,115,767 | (32,115,767 | ) | | ||||||||
Revenues services |
| 878,411,323 | 878,411,323 | |||||||||
|
|
|
|
|
|
|||||||
Ps. | 878,411,323 | Ps. | | Ps. | 878,411,323 | |||||||
|
|
|
|
|
|
3. Cash and Cash Equivalents
Cash and cash equivalents are comprised of short-term deposits with different financial institutions. Cash equivalents only include instruments with purchased maturity of less than three months. The amount includes the amount deposited, plus any interest earned.
F-35
4. Equity investments at fair value through OCI and other short-term investments
As of December 31, 2017 and 2018, equity investments at fair value through OCI and other short-term investments includes an equity investments in KPN for Ps. 46,682,657 and Ps. 39,028,083, respectively, and other short-term investments for Ps. 12,438,019 and Ps. 9,987,851, respectively.
The investment in KPN is carried at fair value with changes in fair value being recognized through other comprehensive (loss) items (equity) in the Companys consolidated statements of financial position. As of December 31, 2017 and 2018, the Company has recognized in equity changes in fair value of the investment of Ps. 622,424 and Ps. (3,765,688), respectively, net of deferred taxes, through other comprehensive (loss) gain items in equity.
During the years ended December 31, 2016, 2017 and 2018, the Company received dividends from KPN for an amount of Ps. 5,740,092, Ps. 2,370,559 and Ps. 2,605,333, respectively; which are included within Valuation of derivatives, interest cost from labor obligations, and other financial items, net in the consolidated statements of comprehensive income. Another short-term investment item of Ps. 9,987,851, as of December 31, 2018 (Ps. 12,438,019 in 2017) represents a cash deposit used to guarantee a short-term obligation for one of the Companys foreign subsidiaries and are presented at their carrying value, which approximates fair value.
5. Accounts receivable from subscribers, distributors, recoverable taxes contractual assets and other, net
a) An analysis of accounts receivable by component at December 31, 2017 and 2018 is as follows:
At December 31, | ||||||||
2017 | 2018 | |||||||
Subscribers and distributors |
Ps. | 178,722,706 | Ps. | 173,053,226 | ||||
Telecommunications carriers for network interconnection and other services |
8,671,416 | 5,543,263 | ||||||
Recoverable taxes (i) |
40,477,188 | 46,706,298 | ||||||
Sundry debtors |
14,736,340 | 12,685,281 | ||||||
Contractual assets (Note 2i, a) |
| 34,718,749 | ||||||
Impairment of trade receivables |
(39,044,925 | ) | (40,798,025 | ) | ||||
|
|
|
|
|||||
Total net |
Ps. | 203,562,725 | Ps. | 231,908,792 | ||||
|
|
|
|
|||||
Non-current subscribers, distributors and contractual assets |
9,786,581 | 15,681,872 | ||||||
|
|
|
|
|||||
Total current subscribers, distributors and contractual assets |
Ps. | 193,776,144 | Ps. | 216,226,920 | ||||
|
|
|
|
(i) | In accordance with the favorable resolution obtained from the authorities, in 2018 the subsidiary Claro Brasil recognized a benefit for the exclusion of the Tax on the Circulation of Goods and the Provision of Services (Imposto sobre a Circulação de Mercadorias e Prestação de Serviços, or ICMS ) in the calculation bases of the Social Integration Program (Social Integration Program, or PIS ) and the Contribution for the Financing of Social Security (Contribution to or Financing of Social Security, or COFINS ) in the amount total of Ps. 12,295,869, that includes interest of Ps. 6,127,656. The asset was recognized based on the certainty of obtaining the economic benefit. |
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b) Changes in the allowance for expected credit losses is as follows:
For the years ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Balance at beginning of year |
Ps. | (27,495,158 | ) | Ps. | (37,351,677 | ) | Ps. | (39,044,925 | ) | |||
Increases recorded in expenses |
(16,987,769 | ) | (20,766,362 | ) | (19,535,707 | ) | ||||||
Adjustment on initial application of IFRS 9 (Note 2i, b) |
| | (2,400,783 | ) | ||||||||
Write-offs |
12,587,567 | 17,713,992 | 15,497,254 | |||||||||
Translation effect |
(5,456,317 | ) | 1,359,122 | 4,686,136 | ||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
Ps. | (37,351,677 | ) | Ps. | (39,044,925 | ) | Ps. | (40,798,025 | ) | |||
|
|
|
|
|
|
c) The following table shows the aging of accounts receivable at December 31, 2017 and 2018, for subscribers and distributors:
Past due | ||||||||||||||||||||||||
Total | Unbilled services provided |
a-30 days | 31-60 days | 61-90 days | Greater than 90 days |
|||||||||||||||||||
December 31, 2017 |
Ps. 178,722,706 | Ps. 78,384,174 | Ps. 46,758,825 | Ps. 6,780,671 | Ps. 4,375,188 | Ps. 42,423,848 | ||||||||||||||||||
December 31, 2018 |
Ps. 173,053,226 | Ps. 62,623,654 | Ps. 46,816,302 | Ps. 6,315,277 | Ps. 4,168,952 | Ps. 53,129,041 |
d) The following table shows the accounts receivable from subscribers and distributors included in the impairments of trade receivables, as of December 31, 2017 and 2018:
Total | 1-90 days | Greater than 90 days |
||||||||||
December 31, 2017 |
Ps. 39,044,925 | Ps. 3,807,945 | Ps. 35,236,980 | |||||||||
December 31, 2018 |
Ps. 40,798,025 | Ps. 4,079,803 | Ps. 36,718,222 |
e) An analysis of contract assets and liabilities at December 31, 2018 is as follows:
2018 | ||||
Contract Assets: |
||||
Balance at the beginning of the year |
Ps. | 29,640,953 | ||
Additions |
32,029,279 | |||
Disposals |
(25,243,487 | ) | ||
Translation effect |
(1,707,996 | ) | ||
|
|
|||
Balance at the end of the year |
Ps. | 34,718,749 | ||
Non-current contract assets |
Ps. | 5,437,263 | ||
|
|
|||
Current portion contracts assets |
Ps. | 29,281,486 |
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6. Related Parties
a) The following is an analysis of the balances with related parties as of December 31, 2017 and 2018. All of the companies were considered affiliates of América Móvil since the Companys principal shareholders are either direct or indirect shareholders in the related parties.
2017 | 2018 | |||||||
Accounts receivable: |
||||||||
Sears Roebuck de México, S.A. de C.V. |
Ps. | 211,491 | Ps. | 264,976 | ||||
Sanborns Hermanos, S.A. |
91,233 | 312,706 | ||||||
Patrimonial Inbursa, S.A. |
246,874 | 214,180 | ||||||
Carso Infraestructura y Construcción, S.A. de C.V. and Subsidiaries |
89,585 | 179,852 | ||||||
Grupo Condumex, S.A. de C.V. and Subsidiaries |
47,269 | 35,007 | ||||||
Operadora de Sites Mexicanos, S.A. de C.V. |
14,252 | 16,634 | ||||||
Other |
167,526 | 240,250 | ||||||
|
|
|
|
|||||
Total |
Ps. | 868,230 | Ps. | 1,263,605 | ||||
|
|
|
|
|||||
2017 | 2018 | |||||||
Accounts payable: |
||||||||
Carso Infraestructura y Construcción, S.A. de C.V. and Subsidiaries |
Ps. | 947,761 | Ps. | 1,403,414 | ||||
Grupo Condumex, S.A. de C.V. and Subsidiaries |
812,427 | 784,678 | ||||||
Grupo Financiero Inbursa, S.A.B. de C.V. |
38,847 | 235,745 | ||||||
Fianzas Guardiana Inbursa, S.A. de C.V. |
276,633 | 227,014 | ||||||
PC Industrial, S.A. de C.V. and Subsidiaries |
136,859 | 83,502 | ||||||
Enesa, S.A. de C.V. and Subsidiaries |
50,609 | 22,630 | ||||||
Other |
277,276 | 217,230 | ||||||
|
|
|
|
|||||
Total |
Ps. | 2,540,412 | Ps. | 2,974,213 | ||||
|
|
|
|
For the years ended December 31, 2016, 2017 and 2018, the Company has not recorded any impairment of receivables in connection with amounts owed by related parties.
F-38
b) For the years ended December 31, 2016, 2017 and 2018, the Company conducted the following transactions with related parties:
2016 | 2017 | 2018 | ||||||||||
Investments and expenses: |
||||||||||||
Construction services, purchases of materials, inventories and property, plant and equipment (i) |
Ps. | 9,917,280 | Ps. | 11,030,944 | Ps. | 7,211,960 | ||||||
Rent of towers |
4,748,503 | 5,326,366 | 6,168,592 | |||||||||
Insurance premiums, fees paid for administrative and operating services, brokerage services and others (ii) |
4,118,469 | 4,135,578 | 4,134,380 | |||||||||
Other services |
1,899,818 | 2,802,667 | 1,864,017 | |||||||||
|
|
|
|
|
|
|||||||
Ps. | 20,684,070 | Ps. | 23,295,555 | Ps. | 19,378,949 | |||||||
|
|
|
|
|
|
|||||||
Revenues: |
||||||||||||
Revenues services |
Ps. | 411,076 | Ps. | 416,047 | Ps. | 679,220 | ||||||
Sales of equipment |
2,679,591 | 2,313,840 | 1,296,204 | |||||||||
|
|
|
|
|
|
|||||||
Ps. | 3,090,667 | Ps. | 2,729,887 | Ps. | 1,975,424 | |||||||
|
|
|
|
|
|
i) | In 2018, this amount includes Ps.5,622,791 (Ps. 9,829,991 in 2017 and Ps. 9,547,530 in 2016) for network construction services and construction materials purchased from subsidiaries of Grupo Carso, S.A.B. de C.V. (Grupo Carso). |
ii) | In 2018, this amount includes Ps. 778,191 (Ps. 789,253 in 2017 and Ps. 812,247 in 2016) for network maintenance services performed by Grupo Carso subsidiaries; Ps. 13,784 in 2018 (Ps. 15,695 in 2017, and Ps. 705,074 in 2016) for software services provided by an associate; Ps. 2,541,703 in 2018 (Ps. 3,330,038 in 2017 and Ps. 2,406,058 in 2016) for insurance premiums with Seguros Inbursa S.A. and Fianzas Guardiana Inbursa, S.A., which, in turn, places most of such insurance with reinsurers. |
c) The aggregate compensation paid to the Companys, directors (including compensation paid to members of the Audit and Corporate Practices Committee), and senior management in 2018 was approximately Ps. 5,300 and Ps. 70,100, respectively. None of the Companys directors is a party to any contract with the Company or any of its subsidiaries that provides for benefits upon termination of employment. The Company does not provide pension, retirement or similar benefits to its directors in their capacity as directors. The Companys executive officers are eligible for retirement and severance benefits required by Mexican law on the same terms as all other employees.
d) Österreichische Bundes- und Industriebeteiligungen GmbH (ÖBIB) is considered a related party due to it is a significant non-controlling shareholder in Telekom Austria. Through Telekom Austria, América Móvil is related to the Republic of Austria and its subsidiaries, which are mainly ÖBB Group, ASFINAG Group and Post Group as well as Rundfunk und Telekom Reguliegungs-GmbH, all of which these are related parties. In 2016, 2017 and 2018, none of the individual transactions associated with government agencies or government-owned entities of Austria were considered significant to América Móvil.
7. Derivative Financial Instruments
To mitigate the risks of future increases in interest rates and foreign exchange rates for the servicing of its debt, the Company has entered into derivative contracts in over-the-counter transactions carried out with financial institutions. In 2018 the weighted-average interest rate of the total debt including the impact of interest rate derivatives held by the Company is 4.1% (4.0% and 3.7% in 2017 and 2016, respectively).
F-39
An analysis of the derivative financial instruments contracted by the Company at December 31, 2017 and 2018 is as follows:
At December 31, | ||||||||||||||||
2017 | 2018 | |||||||||||||||
Instrument |
Notional amount in millions |
Fair Value | Notional amount in millions |
Fair Value | ||||||||||||
Assets: |
||||||||||||||||
Swaps US Dollar-Mexican peso |
US$ | 2,800 | Ps.4,766,102 | US$ | 3,490 | Ps. 2,058,831 | ||||||||||
Swaps Euro-Mexican peso |
| | | | | |||||||||||
Swaps Yen-US Dollar |
¥ | 13,000 | 521,270 | ¥ | 13,000 | 581,948 | ||||||||||
Forwards US Dollar-Mexican peso |
US$ | 1,744 | 1,600,666 | | | |||||||||||
Forwards US Dollar-Brazilian real |
US$ | 100 | 44,280 | US$ | 150 | 126,287 | ||||||||||
Swaps Swiss Franc-US Dollar |
CHF | 475 | 178,710 | | | |||||||||||
Swaps Euro-Brazilian real |
| 450 | 359,671 | | 300 | 1,080,552 | ||||||||||
Interest rate swap |
Ps.200 | 916 | | | ||||||||||||
Forwards Brazilian Real-US Dollar |
| | BRL $ | 2,823 | 1,107,630 | |||||||||||
Forwards Euro-Brazilian real |
| 400 | 330,427 | | 150 | 123,005 | ||||||||||
Forwards US Dollar-Swiss franc |
CHF | 75 | 121,981 | | | |||||||||||
Forwards Euro-US Dollar |
| 204 | 113,361 | | 710 | 209,295 | ||||||||||
|
|
|
|
|||||||||||||
Total Assets |
Ps. 8,037,384 | Ps. 5,287,548 | ||||||||||||||
|
|
|
|
At December 31, | ||||||||||||||||
2017 | 2018 | |||||||||||||||
Instrument |
Notional amount in millions |
Fair Value | Notional amount in millions |
Fair Value | ||||||||||||
Liabilities: |
||||||||||||||||
Swaps US Dollar-Euro |
US$ | 2,092 | Ps. | (8,340,970) | US$ | 2,025 | Ps. | (5,114,863) | ||||||||
Swaps Pound sterling-Euro |
£ | 740 | (3,376,091) | £ | 740 | (4,027,312) | ||||||||||
Swap Pound sterling-US Dollar |
£ | 2,010 | (1,676,636) | £ | 2,010 | (5,836,607) | ||||||||||
Forwards US Dollar-Mexican Peso |
| | US$ | 977 | (772,704) | |||||||||||
Forwards Euro-US Dollar |
| | | 950 | (333,586) | |||||||||||
Call spread option |
| 750 | (48,422) | | | |||||||||||
Put option |
| 374 | (482,645) | | 374 | (988,669) | ||||||||||
Call spread option |
| 3,000 | (434,696) | | 3,000 | (33,838) | ||||||||||
|
|
|
|
|||||||||||||
Total Liabilities |
Ps. | (14,359,460) | Ps. | (17,107,579) | ||||||||||||
|
|
|
|
|||||||||||||
Non-current liability |
Ps. | (3,756,921) | Ps. | (3,567,863) | ||||||||||||
|
|
|
|
|||||||||||||
Total current liability |
Ps. | (10,602,539) | Ps. | (13,539,716) | ||||||||||||
|
|
|
|
The changes in the fair value of these derivative financial instruments for the years ended December 31, 2016, 2017 and 2018 amounted to a gain (loss) of Ps. (9,622,233), Ps. 8,192,567 and Ps. (4,686,407). Such amounts are included in the consolidated statements of comprehensive income as part of the caption Valuation of derivatives interest cost from labor obligations and other financial items, net.
F-40
The maturities of the notional amount of the derivatives are as follows:
Instrument |
Notional amount in millions |
2019 | 2020 | 2021 | 2022 | 2023 Thereafter | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Swaps US Dollar-Mexican peso |
US$ | | | | 1,600 | 1,890 | ||||||||||||||||||
Swaps Yen-US Dollar |
¥ | | | | | 13,000 | ||||||||||||||||||
Swaps Euro-Brazilian real |
| 300 | | | | | ||||||||||||||||||
Forwards Brazilian Real-US Dollar |
BRL | 1,680 | | 1,143 | | | ||||||||||||||||||
Forwards Euro-Brazilian Real |
| 150 | | | | | ||||||||||||||||||
Forwards US Dollar-Brazilian Real |
US$ | 150 | | | | | ||||||||||||||||||
Forwards Euro-US Dollar |
| 710 | | | | | ||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Swaps US Dollar-Euro |
US$ | 25 | | | | 2,000 | ||||||||||||||||||
Swaps Pound sterling-Euro |
£ | | | | | 740 | ||||||||||||||||||
Swap Pound sterling-US Dollar |
£ | | 550 | | | 1,460 | ||||||||||||||||||
Forwards US Dollar-Mexican Peso |
US$ | 977 | | | | | ||||||||||||||||||
Forwards Euro-US Dollar |
| 950 | | | | | ||||||||||||||||||
Put option |
| | | | | 374 | ||||||||||||||||||
Call spread option |
| | 3,000 | | | |
8. Inventories, net
An analysis of inventories at December 31, 2017 and 2018 is as follows:
2017 | 2018 | |||||||
Mobile phones, accessories, computers, TVs, cards and other materials |
Ps. 42,262,511 | Ps. 43,723,492 | ||||||
Less: Reserve for obsolete and slow-moving inventories |
(3,452,946 | ) | (3,418,130 | ) | ||||
|
|
|
|
|||||
Total |
Ps. 38,809,565 | Ps. 40,305,362 | ||||||
|
|
|
|
For the years ended December 31, 2016, 2017 and 2018, the cost of inventories recognized in cost of sales was Ps. 172,495,376, Ps. 170,154,336 and Ps. 180,013,986 respectively.
F-41
9. Other assets, net
An analysis of other assets at December 31, 2017 and 2018 is as follows:
2017 | 2018 | |||||||
Current portion: |
||||||||
Advances to suppliers (different from PP&E and inventories) |
Ps. 9,536,654 | Ps. 12,931,247 | ||||||
Prepaid insurance |
683,091 | 949,590 | ||||||
Costs of mobile equipment and computers associated with deferred revenues |
6,182,010 | 599,628 | ||||||
Other |
950,991 | 815,728 | ||||||
|
|
|
|
|||||
Ps. 17,352,746 | Ps.15,296,193 | |||||||
|
|
|
|
|||||
Non-current portion: |
||||||||
Recoverable taxes |
Ps. 12,249,372 | Ps. 11,514,455 | ||||||
Prepayments for the use of fiber optics |
4,361,668 | 3,985,216 | ||||||
Prepaid expenses and judicial deposits (1) |
25,926,436 | 26,961,930 | ||||||
|
|
|
|
|||||
Total |
Ps. 42,537,476 | Ps. 42,461,601 | ||||||
|
|
|
|
For the years ended December 31, 2016, 2017 and 2018, amortization expense for other assets was Ps. 1,340,609, Ps. 620,680 and Ps. 798,243, respectively.
(1) | Judicial deposits represent cash and cash equivalents pledged in order to fulfill the collateral requirements for tax contingencies mainly in Brazil. At December 31, 2017 and 2018, the amount for these deposits is Ps. 20,288,382 and Ps. 18,172,342, respectively. Based on its evaluation of the underlying contingencies, the Company believes that such amounts are recoverable. |
10. Property, Plant and Equipment, net
a) An analysis of property, plant and equipment, net at December 31, 2016, 2017 and 2018 is as follows:
At December 31, 2015 |
Additions | Retirements | Business combinations |
Translation effect of Foreign Subsidiaries |
Depreciation for the year |
At December 31, 2016 |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Network in operation and equipment |
Ps. | 641,384,702 | Ps. | 101,794,197 | Ps. | (8,963,076 | ) | Ps. | 1,873,445 | Ps. | 235,186,745 | Ps. | | Ps. | 971,276,013 | |||||||||||||
Land and buildings |
54,794,386 | 2,900,511 | (2,845,298 | ) | 3,839 | 7,281,973 | | 62,135,411 | ||||||||||||||||||||
Other assets |
106,468,602 | 24,368,918 | (10,717,096 | ) | 69,937 | 24,736,655 | | 144,927,016 | ||||||||||||||||||||
Construction in process and advances plant suppliers (1) |
38,850,776 | 70,517,319 | (70,911,593 | ) | 11,255 | 11,252,127 | | 49,719,884 | ||||||||||||||||||||
Spare parts for operation of the network |
20,342,389 | 34,010,751 | (27,641,919 | ) | 5,520 | 1,566,307 | | 28,283,048 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
861,840,855 | 233,591,696 | (121,078,982 | ) | 1,963,996 | 280,023,807 | | 1,256,341,372 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation |
||||||||||||||||||||||||||||
Network in operation and equipment |
236,731,728 | | (1,968,376 | ) | | 153,147,349 | 107,976,385 | 495,887,086 | ||||||||||||||||||||
Buildings |
4,567,588 | | (975,284 | ) | | 3,709,952 | 3,179,066 | 10,481,322 | ||||||||||||||||||||
Other assets |
47,057,084 | | (25,099,710 | ) | | 10,396,438 | 16,105,885 | 48,459,697 | ||||||||||||||||||||
Spare parts for operation of the network |
(44,423 | ) | | (54,280 | ) | | 20,896 | 401,008 | 323,201 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
Ps. | 288,311,977 | Ps. | | Ps. | (28,097,650 | ) | Ps. | | Ps. | 167,274,635 | Ps. | 127,662,344 | Ps. | 555,151,306 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Cost |
Ps. | 573,528,878 | Ps. | 233,591,696 | Ps. | (92,981,332 | ) | Ps. | 1,963,996 | Ps. | 112,749,172 | Ps. | (127,662,344 | ) | Ps. | 701,190,066 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-42
At December 31, 2016 |
Additions | Retirements | Business combinations |
Effect of translation of foreign subsidiaries |
Depreciation for the year |
At December 31, 2017 |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Network in operation and equipment |
Ps. 971,276,013 | Ps. 78,272,882 | Ps. (21,657,715 | ) | Ps. | 599,306 | Ps.(38,824,540 | ) | Ps. | Ps. 989,665,946 | ||||||||||||||||||
Land and buildings |
62,135,411 | 2,858,996 | (415,219 | ) | 27,686 | (2,022,685 | ) | | 62,584,189 | |||||||||||||||||||
Other assets |
144,927,016 | 19,287,525 | (8,112,571 | ) | 80,734 | (5,866,897 | ) | | 150,315,807 | |||||||||||||||||||
Construction in process and advances plant suppliers (1) |
49,719,884 | 66,383,381 | (41,279,573 | ) | 34,705 | (737,023 | ) | | 74,121,374 | |||||||||||||||||||
Spare parts for operation of the network |
28,283,048 | 27,013,148 | (27,979,816 | ) | 3,576 | (728,358 | ) | | 26,591,598 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,256,341,372 | 193,815,932 | (99,444,894 | ) | 746,007 | (48,179,503 | ) | | 1,303,278,914 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation |
||||||||||||||||||||||||||||
Network in operation and equipment |
495,887,086 | | (21,214,724 | ) | | (32,860,339 | ) | 110,533,486 | 552,345,509 | |||||||||||||||||||
Buildings |
10,481,322 | | (1,568,542 | ) | | (940,054 | ) | 2,682,559 | 10,655,285 | |||||||||||||||||||
Other assets |
48,459,697 | | (4,572,509 | ) | | (2,251,958 | ) | 21,724,299 | 63,359,529 | |||||||||||||||||||
Spare parts for operation of the network |
323,201 | | (9,205 | ) | | (4,339 | ) | 265,736 | 575,393 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
Ps. 555,151,306 | Ps. | Ps. (27,364,980 | ) | Ps. | | Ps.(36,056,690 | ) | Ps. 135,206,080 | Ps. 626,935,716 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Cost |
Ps. 701,190,066 | Ps. 193,815,932 | Ps. (72,079,914 | ) | Ps. | 746,007 | Ps. (12,122,813 | ) | Ps. (135,206,080 | ) | Ps. 676,343,198 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2017 |
Additions | Retirements | Business combinations |
Effect of translation of foreign subsidiaries and hyperinflation adjustment |
Depreciation for the year |
At December 31, 2018 |
||||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Network in operation and equipment |
Ps. 989,665,946 | Ps. 68,900,443 | Ps. (1,610,246 | ) | Ps. 128,246 | Ps. (87,888,453 | ) | | Ps. 969,195,936 | |||||||||||||||||||
Land and buildings |
62,584,189 | 4,429,433 | (3,987,671 | ) | 8,874 | (5,904,499 | ) | | 57,130,326 | |||||||||||||||||||
Other assets |
150,315,807 | 25,268,252 | (13,377,798 | ) | 2,578 | (12,399,702 | ) | | 149,809,137 | |||||||||||||||||||
Construction in process and advances plant suppliers (1) |
74,121,374 | 92,285,397 | (76,978,798 | ) | 1,379 | (8,336,823 | ) | | 81,092,529 | |||||||||||||||||||
Spare parts for operation of the network |
26,591,598 | 49,380,349 | (44,626,488 | ) | 1,939 | (2,902,869 | ) | | 28,444,529 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,303,278,914 | 240,263,874 | (140,581,001 | ) | 143,016 | (117,432,346 | ) | | 1,285,672,457 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated depreciation |
||||||||||||||||||||||||||||
Network in operation and equipment |
552,345,509 | | (28,712,096 | ) | | (67,907,227 | ) | 104,279,361 | 560,005,547 | |||||||||||||||||||
Buildings |
10,655,285 | | (2,311,442 | ) | | (2,157,996 | ) | 2,625,102 | 8,810,949 | |||||||||||||||||||
Other assets |
63,359,529 | | (2,418,837 | ) | | (6,579,983 | ) | 22,172,785 | 76,533,494 | |||||||||||||||||||
Spare parts for operation of the network |
575,393 | | (160,696 | ) | | (131,429 | ) | 38,479 | 321,747 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
Ps. 626,935,716 | Ps. | Ps. (33,603,071 | ) | Ps. | Ps. (76,776,635 | ) | Ps. 129,115,727 | Ps. 645,671,737 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Cost |
Ps. 676,343,198 | Ps.240,263,874 | Ps. (106,977,930 | ) | Ps. 143,016 | Ps. (40,655,711 | ) | Ps. (129,115,727 | ) | Ps. 640,000,720 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
The completion period of construction in progress is variable and depends upon the type of plant and equipment under construction.
b) At December 31, 2017 and 2018, property, plant and equipment include the following assets under capital leases:
2017 | 2018 | |||||||
Assets under capital leases |
Ps. 8,116,532 | Ps.7,770,681 | ||||||
Accumulated depreciation |
(3,475,014 | ) | (3,530,241 | ) | ||||
|
|
|
|
|||||
Ps. 4,641,518 | Ps. 4,240,440 | |||||||
|
|
|
|
F-43
c) At December 31, 2018 and 2017, Claro Brasil has land and buildings and other equipment that are pledged in guarantee of legal proceedings in the amount of Ps.3,166,882 and Ps. 3,521,082, respectively.
d) Relevant information related to the computation of the capitalized borrowing costs is as follows:
Year ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Amount invested in the acquisition of qualifying assets |
Ps. 52,974,400 | Ps. 49,642,370 | Ps. 45,456,630 | |||||||||
Capitalized interest |
2,861,307 | 2,875,034 | 2,020,288 | |||||||||
Capitalization rate |
5.4% | 5.8% | 4.4% |
Capitalized interest is being amortized over a period of estimated useful life of the related assets.
e) On October 20, 2017, our subsidiary Star One signed a contract with SSL Space Systems Loral for construction of the Star One D2 satellite, which will be equipped with transponders 52 in the C and Ku bands, 20 Gbps of capacity in Band Ka and a certain capacity in X-band. The cost of this Project is estimated to be approximately Ps. 6,391,104 (US$ 323,000) and the launch will take place at the end of 2019. At December 31, 2018 and 2017 the amount recorded in Construction in progress amounts to Ps. 2,896,399 (R$551,528) and Ps. 916,240 (R$153,179), respectively.
11. Intangible assets, net and goodwill
a) An analysis of intangible assets at December 31, 2016, 2017 and 2018 is as follows:
For the year ended December 31, 2016 | ||||||||||||||||||||||||||||
Balance at beginning of year |
Acquisitions | Acquisitions in business combinations |
Disposals and other |
Amortization of the year |
Effect of translation of foreign subsidiaries |
Balance at end of year |
||||||||||||||||||||||
Licenses and rights of use |
Ps. | 175,295,775 | Ps. | 9,129,949 | Ps. | 360,144 | Ps. | 1,269,478 | Ps. | | Ps. | 56,684,016 | Ps. | 242,739,362 | ||||||||||||||
Accumulated amortization |
(84,846,524 | ) | | | | (10,255,271 | ) | (31,606,303 | ) | (126,708,098 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
90,449,251 | 9,129,949 | 360,144 | 1,269,478 | (10,255,271 | ) | 25,077,713 | 116,031,264 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Trademarks |
22,824,013 | | 101,655 | (13,820 | ) | | 4,877,302 | 27,789,150 | ||||||||||||||||||||
Accumulated amortization |
(11,523,707 | ) | | | | (330,576 | ) | (3,367,974 | ) | (15,222,257 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
11,300,306 | | 101,655 | (13,820 | ) | (330,576 | ) | 1,509,328 | 12,566,893 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Customer relationships |
18,394,407 | | 1,904,503 | | | 5,946,598 | 26,245,508 | |||||||||||||||||||||
Accumulated amortization |
(3,962,875 | ) | | | | (3,231,518 | ) | (5,240,681 | ) | (12,435,074 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
14,431,532 | | 1,904,503 | | (3,231,518 | ) | 705,917 | 13,810,434 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Software licenses |
8,782,768 | 3,854,066 | 26,871 | (829,680 | ) | | 1,040,771 | 12,874,796 | ||||||||||||||||||||
Accumulated amortization |
(2,424,598 | ) | (41,185 | ) | (8,367 | ) | 829,680 | (3,469,461 | ) | (9,809 | ) | (5,123,740 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
6,358,170 | 3,812,881 | 18,504 | | (3,469,461 | ) | 1,030,962 | 7,751,056 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Content rights |
2,634,527 | 2,242,556 | | (217,057 | ) | | 216,272 | 4,876,298 | ||||||||||||||||||||
Accumulated amortization |
(428,746 | ) | | | (1,612 | ) | (2,236,141 | ) | | (2,666,499 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
2,205,781 | 2,242,556 | | (218,669 | ) | (2,236,141 | ) | 216,272 | 2,209,799 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total of intangibles, net |
Ps. | 124,745,040 | Ps. | 15,185,386 | Ps. | 2,384,806 | Ps. | 1,036,989 | Ps. | (19,522,967 | ) | Ps. | 28,540,192 | Ps. | 152,369,446 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Goodwill (Note 12) |
Ps. | 137,113,716 | Ps. | | Ps. | 3,953,023 | Ps. | (356,832 | ) | Ps. | | Ps. | 11,922,728 | Ps. | 152,632,635 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-44
For the year ended December 31, 2017 | ||||||||||||||||||||||||||||
Balance at beginning of year |
Acquisitions | Acquisitions in business combinations |
Disposals and other |
Amortization of the year |
Effect of translation of foreign subsidiaries |
Balance at end of year |
||||||||||||||||||||||
Licenses and rights of use |
Ps. | 242,739,362 | Ps. | 12,347,051 | Ps. | 53,923 | Ps. | (1,037,458 | ) | Ps. | | Ps. | (6,689,054 | ) | Ps. | 247,413,824 | ||||||||||||
Accumulated amortization |
(126,708,098 | ) | | | 244,564 | (11,879,489 | ) | 4,233,585 | (134,109,438 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
116,031,264 | 12,347,051 | 53,923 | (792,894 | ) | (11,879,489 | ) | (2,455,469 | ) | 113,304,386 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Trademarks |
27,789,150 | 127,823 | 82,868 | (29,804 | ) | | 809,175 | 28,779,212 | ||||||||||||||||||||
Accumulated amortization |
(15,222,257 | ) | | | 34,464 | (3,179,461 | ) | (474,151 | ) | (18,841,405 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
12,566,893 | 127,823 | 82,868 | 4,660 | (3,179,461 | ) | 335,024 | 9,937,807 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Customer relationships |
26,245,508 | | 512,667 | (882,338 | ) | | 1,109,877 | 26,985,714 | ||||||||||||||||||||
Accumulated amortization |
(12,435,074 | ) | | | 882,338 | (3,769,777 | ) | (806,982 | ) | (16,129,495 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
13,810,434 | | 512,667 | | (3,769,777 | ) | 302,895 | 10,856,219 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Software licenses |
12,874,796 | 3,351,200 | | (1,698,118 | ) | | 527,720 | 15,055,598 | ||||||||||||||||||||
Accumulated amortization |
(5,123,740 | ) | | | 1,212,669 | (3,699,363 | ) | (204,727 | ) | (7,815,161 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
7,751,056 | 3,351,200 | | (485,449 | ) | (3,699,363 | ) | 322,993 | 7,240,437 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Content rights |
4,876,298 | 2,099,084 | | (63,137 | ) | | (194,803 | ) | 6,717,442 | |||||||||||||||||||
Accumulated amortization |
(2,666,499 | ) | | | (195,658 | ) | (1,820,092 | ) | 165,584 | (4,516,665 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
2,209,799 | 2,099,084 | | (258,795 | ) | (1,820,092 | ) | (29,219 | ) | 2,200,777 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total of intangibles, net |
Ps. | 152,369,446 | Ps. | 17,925,158 | Ps. | 649,458 | Ps. | (1,532,478 | ) | Ps. | (24,348,182 | ) | Ps. | (1,523,776 | ) | Ps. | 143,539,626 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Goodwill (Note 12) |
Ps. | 152,632,635 | Ps. | | Ps. | 951,348 | Ps. | (134,525 | ) | Ps. | | Ps. | (1,986,226 | ) | Ps. | 151,463,232 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2018 | ||||||||||||||||||||||||||||
Balance at beginning of year |
Acquisitions | Acquisitions in business combinations |
Disposals and other |
Amortization of the year |
Effect of translation of foreign subsidiaries and Hyperinflation adjustment |
Balance at end of year |
||||||||||||||||||||||
Licenses and rights of use |
Ps. | 247,413,824 | Ps. | 4,227,244 | | Ps. | 1,508,274 | | Ps. | (19,670,368 | ) | Ps. | 233,478,974 | |||||||||||||||
Accumulated amortization |
(134,109,438 | ) | | | (1,005,877 | ) | (11,347,089 | ) | 16,281,825 | (130,180,579 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
113,304,386 | 4,227,244 | 502,397 | (11,347,089 | ) | (3,388,543 | ) | 103,298,395 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Trademarks |
28,779,212 | 159,958 | 6,631 | | (738,635 | ) | 28,207,166 | |||||||||||||||||||||
Accumulated amortization |
(18,841,405 | ) | | | | (4,973,602 | ) | 275,046 | (23,539,961 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
9,937,807 | 159,958 | 6,631 | | (4,973,602 | ) | (463,589 | ) | 4,667,205 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Customer relationships |
26,985,714 | 74,637 | 15,556 | | (1,532,839 | ) | 25,543,068 | |||||||||||||||||||||
Accumulated amortization |
(16,129,495 | ) | | (3,754,312 | ) | 1,122,270 | (18,761,537 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
10,856,219 | 74,637 | 15,556 | | (3,754,312 | ) | (410,569 | ) | 6,781,531 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Software licenses |
15,055,598 | 2,004,550 | 3,006 | (905,610 | ) | | (1,848,286 | ) | 14,309,258 | |||||||||||||||||||
Accumulated amortization |
(7,815,161 | ) | | 2,677,848 | (3,491,629 | ) | 924,139 | (7,704,803 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
7,240,437 | 2,004,550 | 3,006 | 1,772,238 | (3,491,629 | ) | (924,147 | ) | 6,604,455 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Content rights |
6,717,442 | 850,779 | | | | (18,512 | ) | 7,549,709 | ||||||||||||||||||||
Accumulated amortization |
(4,516,665 | ) | | | | (2,231,978 | ) | (14,949 | ) | (6,763,592 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net |
2,200,777 | 850,779 | | | (2,231,978 | ) | (33,461 | ) | 786,117 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total of intangibles, net |
Ps. | 143,539,626 | Ps. | 7,317,168 | Ps. | 25,193 | Ps. | 2,274,635 | Ps. | (25,798,610 | ) | Ps. | (5,220,309 | ) | Ps. | 122,137,703 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Goodwill |
Ps. | 151,463,232 | Ps. | 1,455 | Ps. | 333,284 | Ps. | (1,094,861 | ) | | Ps. | (5,136,613 | ) | Ps. | 145,566,497 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-45
b) The aggregate carrying amount of goodwill is allocated as follows:
2017 | 2018 | |||||||
Europe (7 countries) |
Ps. 53,143,542 | Ps. 53,066,729 | ||||||
Brazil (Fixed, wireless and TV) |
24,708,740 | 21,388,124 | ||||||
Puerto Rico |
17,463,394 | 17,463,394 | ||||||
Dominican Republic |
14,186,723 | 14,186,723 | ||||||
Colombia |
13,981,033 | 12,770,381 | ||||||
México |
9,852,912 | 9,856,601 | ||||||
Peru |
3,958,110 | 3,086,981 | ||||||
Chile |
2,834,134 | 2,576,214 | ||||||
El Salvador |
2,510,577 | 2,510,577 | ||||||
Ecuador |
2,155,385 | 2,155,385 | ||||||
Other countries |
6,668,682 | 6,505,388 | ||||||
|
|
|
|
|||||
Ps. 151,463,232 | Ps. 145,566,497 | |||||||
|
|
|
|
c) The following is a description of the major changes in the Licenses and rights of use caption during the years ended December 31, 2016, 2017 and 2018:
2016 Acquisitions
i) In February 2016, the Company´s subsidiary in Paraguay was granted with the use of 30 MHz of spectrum in the 1700/2100 Mhz frequency. The total cost was Ps. 830,719 (US$ 46,000).
ii) In February 2016, the Company through its subsidiary Radiomóvil Dipsa, S.A. de C.V. (Telcel), acquired through an auction a total of 20MHz in the national wide AWS-1 band and 40 MHz in the AWS-3 band. The concession expires in October 2030. The Company paid an amount of Ps. 2,098,060.
iii) In May 2016, Mtel, located in Bulgaria, acquired 2 x 5 MHz in the 1,800-MHz spectrum for Ps. 135,441 (EUR 6,212). During 2016, Telekom Austria paid Ps. 410,713 (EUR 18,837) for the renewals referring to an obligation obtained from concessions granted in previous years.
iv) On May 26, 2016, the Companys subsidiary in Peru acquired spectrum in a public auction of the 700 MHz band. The frequency band expires in 2036. The cost of the spectrum was Ps. 5,627,316 (PEN$. 1,002,523).
v) In July 2016, Ecuador Telecom acquired a license to operate TV in Ecuador for a period that ends in 2031. The amount paid was Ps. 27,700 (US$ 1,500).
2017 Acquisitions
i) In 2017, Claro Brasil increased its licenses value by Ps. 3,592,034 due to the cleaning process of the 700 MHz national frequency acquired in September 2014.
ii) On February 24, 2017 Radiomóvil Dipsa renewed its 8.4 MHz national license by paying Ps. 917,431, and on July 14, 2017, it acquired 43 concession titles for frequencies of 2.5 GHz in the amount of Ps. 5,305,498.
iii) Additionally, in 2017, the Company acquired other licenses in Chile, Europe, Uruguay and others countries in the amount of Ps. 2,532,088.
2018 Acquisitions
i. In December, Dominican Republic acquired radio spectrum totaling Ps 709,829 (RD$ 1,831,427) with a useful life of 11 years.
F-46
ii. Additionally, in 2018, the Company acquired other licenses in Paraguay, Puerto Rico, Europe, Argentina, Chile and others countries in the amount of Ps. 3,517,415.
Amortization of intangibles for the years ended December 31, 2016, 2017 and 2018 amounted to Ps. 19,522,968, Ps. 24,348,182and Ps. 25,798,610 respectively.
Some of the jurisdictions in which the Company operates can revoke their concessions under certain circumstances such as imminent danger to national security, national economy and natural disasters.
12. Business combinations, acquisitions, sale and non-controlling interest
a) The following is a description of the major acquisitions of investments in associates and subsidiaries during the years ended December 31, 2016 and 2017:
Acquisitions and sale 2016
a) In January 2016, in order to expand and strengthen its operations in Brazil, the Company through its Brazilian subsidiary, acquired a controlling interest of 99.99% in Brazil Telecomunicações S.A. (BRTel), a company operating in the market for Pay TV, Internet and broadband services and serving various municipalities of Brazil under the BLUE brand. The amount paid for the business acquisition was Ps. 1,088,668, net of acquired cash. The goodwill recognized amounted to Ps. 1,046,253.
b) In May 2016, the Company acquired an additional non-controlling interest of 1.8% in Tracfone Wireless Inc. thereby obtaining 100% of its capital stock. The amount paid was Ps. 2,300,553 (US$ 124,673). This transaction was recorded as an equity transaction, and therefore, no gain or loss was recognized.
c) In May 2016, the Company through his subsidiary, América Móvil Perú, S.A.C. acquired 100% of the capital stock of Olo del Perú S.A.C. (Olo), and TVS Wireless S.A.C. (TVS). Olo and TVS provide telecommunications services throughout Peru and hold radio spectrum in the 2.5 GHz band. The transaction was conditioned to the obtention of the approval of the Peruvian regulator, such approval was finally obtained in December 2016. The amount of the transaction was Ps. 1,854,379 (US$. 102,343) net of acquired cash. In May 2016 the Company paid Ps. 152,214 (US$ 7,554) and in January 2017, after the approval, Ps. 2,079,095 (US$ 94,789). The goodwill recognized amounted to Ps. 1,454,333 in December 2016, Ps. 188,452 in December 2017 and Ps. 329,366 in December 2018.
d) Based on a 2014 shareholder agreement, the Company agreed to ensure a minimal free float of Telekom Austria shares in the market. Consequently, in July 2016, the Company sold shares corresponding to 7.8% of the outstanding common stock of Telekom Austria AG. This sale reduced the overall shareholding of América Movil in Telekom Austria AG from 59.70% to 51.89%. Additionally, in August 2016, the Company sold 0.89% of the outstanding common stock of Telekom Austria AG. Following the successful completion of this transaction, AMXs stake was reduced to 51.0%. The amount of cash received for these transactions was Ps. 6,323,336. As América Móvil still retains control over Telekom Austria AG, these transactions were recorded as equity transactions.
e) In September 2016, the Company, through his subsidiary Tracfone, acquired certain assets of T-Mobile, that represented a business, which included the brands known as Walmart Mobile and Go Smart. These assets were acquired in order to expand the Companys distribution channels, add an incremental revenue stream, and assist in the growth of subscribers. There was no cash exchanged in the acquisition. The goodwill recognized amounted to Ps. 1,251,464.
f) In November 2016, Telekom Austria Group acquired 100% of the Belarusian fixed-line operator Atlant Telecom (Atlant) and its subsidiary TeleSet. After the acquisition, Atlant was renamed velcom ACS. Both
F-47
companies are the leading privately owned fixed-line operators in Belarus offering fixed-line broadband, IPTV and cable TV as well as a video and audio library. The acquisition of Atlant and TeleSet is a further step in Telekom Austria Groups convergence strategy. The final allocation of consideration transferred will be determined once all necessary information regarding identifiable assets is available. The amount paid for the business acquisition was Ps. 582,931, net of acquired cash. The goodwill recognized amounted to Ps. 200,973.
Acquisitions 2017
a) In February 2017, Telekom Austria Group acquired 97.68% of Metronet telekomunikacije through its Croatian subsidiary Vipnet. Metronet is one of the leading alternative fixed business solutions providers in Croatia. The fair values of the assets acquired and liabilities assumed at the acquisition date are reported in the Europe segment. The amount paid for the business acquisition was Ps. 1,550,534, net of acquired cash. The goodwill recognized amounted to Ps. 502,574.
b) During 2017, the Company acquired through its subsidiaries, other entities for which if paid Ps. 3,249,164, net of acquired cash. The identified goodwill has been allocated to the Europe segment. The goodwill recognized amounted to Ps. 260,355.
c) The Company acquired an additional non-controlling interest in its Mexican entities for an amount of Ps. 23,881.
b) Consolidated subsidiaries with non-controlling interests
The Company has control over Telekom Austria, which has a material non-controlling interest. Set out below is summarized information as of December 31, 2017 and 2018 of TKAs consolidated financial statements. The amounts disclosed for this subsidiary are before inter-company eliminations and using the same accounting policies of América Móvil.
Selected financial data from the statements of financial position
December 31, | ||||||||
2017 | 2018 | |||||||
Assets: |
||||||||
Current assets |
Ps. | 29,128,486 | Ps. | 29,854,542 | ||||
Non-current assets |
150,225,260 | 131,407,408 | ||||||
|
|
|
|
|||||
Total assets |
Ps. | 179,353,746 | Ps. | 161,261,950 | ||||
|
|
|
|
|||||
Liabilities and equity: |
||||||||
Current liabilities |
Ps. | 30,192,384 | Ps. | 36,822,034 | ||||
Non-current liabilities |
89,048,150 | 80,023,800 | ||||||
|
|
|
|
|||||
Total liabilities |
119,240,534 | 116,845,834 | ||||||
Equity attributable to equity holders of the parent |
25,808,318 | 22,621,625 | ||||||
Non-controlling interest (1) |
34,304,894 | 21,794,491 | ||||||
|
|
|
|
|||||
Total equity |
Ps. | 60,113,212 | Ps. | 44,416,116 | ||||
|
|
|
|
|||||
Total liabilities and equity |
Ps. | 179,353,746 | Ps. | 161,261,950 | ||||
|
|
|
|
(1) | In 2017 this amount includes Ps. 14,942,886 for the subordinated perpetual fixed rate bond (see Note 19). |
F-48
Summarized statements of comprehensive income
For the year ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Operating revenues |
Ps. | 85,185,177 | Ps. | 93,644,173 | Ps. | 100,716,444 | ||||||
Operating costs and expenses |
81,590,233 | 86,920,692 | 95,984,880 | |||||||||
|
|
|
|
|
|
|||||||
Operating income |
Ps. | 3,594,944 | Ps. | 6,723,481 | Ps. | 4,731,564 | ||||||
|
|
|
|
|
|
|||||||
Net income |
Ps. | 7,065,770 | Ps. | 5,656,132 | Ps. | 3,809,694 | ||||||
|
|
|
|
|
|
|||||||
Total comprehensive income |
Ps. | 8,450,837 | Ps. | 7,737,797 | Ps. | 5,047,838 | ||||||
|
|
|
|
|
|
|||||||
Net income attributable to: |
||||||||||||
Equity holders of the parent |
Ps. | 3,241,556 | Ps. | 2,884,627 | Ps. | 1,942,944 | ||||||
Non-controlling interest |
3,824,214 | 2,771,505 | 1,866,750 | |||||||||
|
|
|
|
|
|
|||||||
Ps. | 7,065,770 | Ps. | 5,656,132 | Ps. | 3,809,694 | |||||||
|
|
|
|
|
|
|||||||
Comprehensive income attributable to: |
||||||||||||
Equity holders of the parent |
Ps. | 4,311,801 | Ps. | 3,978,263 | Ps. | 2,574,397 | ||||||
Non-controlling interest |
4,139,036 | 3,759,534 | 2,473,441 | |||||||||
|
|
|
|
|
|
|||||||
Ps. | 8,450,837 | Ps. | 7,737,797 | Ps. | 5,047,838 | |||||||
|
|
|
|
|
|
13. Income Taxes
As explained previously in these consolidated financial statements, the Company is a Mexican corporation which has numerous consolidated subsidiaries operating in different countries. Presented below is a discussion of income tax matters that relates to the Companys consolidated operations, its Mexican operations and significant foreign operations.
i) | Consolidated income tax matters |
The composition of income tax expense for the years ended December 31, 2016, 2017 and 2018 is as follows:
2016 | 2017 | 2018 | ||||||||||
In Mexico: |
||||||||||||
Current year income tax |
Ps. | 14,316,005 | Ps. | 16,568,274 | Ps. | 28,572,414 | ||||||
Deferred income tax |
(12,086,232 | ) | 2,582,287 | (2,688,727 | ) | |||||||
Foreign: |
||||||||||||
Current year income tax |
15,367,903 | 13,524,729 | 19,898,728 | |||||||||
Deferred income tax |
(6,198,820 | ) | (7,733,779 | ) | 694,664 | |||||||
|
|
|
|
|
|
|||||||
Ps. | 11,398,856 | Ps. | 24,941,511 | Ps. | 46,477,079 | |||||||
|
|
|
|
|
|
F-49
Deferred tax related to items recognized in OCI during the year:
For the years ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Remeasurement of defined benefit plans |
Ps. | (7,734,732 | ) | Ps. | 3,032,403 | Ps. | 408,735 | |||||
Effect of financial instruments acquired for hedging purposes |
(21,046 | ) | (5,337 | ) | ||||||||
Equity investments at fair value |
2,858,452 | (266,753 | ) | 1,613,667 | ||||||||
Other |
136,879 | | (8,922 | ) | ||||||||
|
|
|
|
|
|
|||||||
Deferred tax benefit (expense) recognized in OCI |
Ps. | (4,760,447 | ) | Ps. | 2,760,313 | Ps. | 2,013,480 | |||||
|
|
|
|
|
|
A reconciliation of the statutory income tax rate in Mexico to the consolidated effective income tax rate recognized by the Company is as follows:
Year ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Statutory income tax rate in Mexico |
30.0% | 30.0% | 30.0% | |||||||||
Impact of non-deductible and non-taxable items: |
||||||||||||
Tax inflation effects |
15.9% | 17.8% | 7.3% | |||||||||
Derivatives |
8.0% | 1.0% | 0.4% | |||||||||
Employee benefits |
4.4% | 2.2% | 1.3% | |||||||||
Other |
9.8% | 2.6% | 6.3% | |||||||||
|
|
|
|
|
|
|||||||
Effective tax rate on Mexican operations |
68.1% | 53.6% | 45.3% | |||||||||
Use of unrecognized tax credits in Brazil |
(0.6% | ) | (0.4% | ) | | |||||||
Equity interest in net loss of associated companies |
(0.2% | ) | | | ||||||||
Dividends received from associates |
(7.9% | ) | (1.2% | ) | (0.8% | ) | ||||||
Foreign subsidiaries and other non-deductible items, net |
(10.8% | ) | (8.3% | ) | 1.5% | |||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
48.6% | 43.7% | 46.0% | |||||||||
|
|
|
|
|
|
An analysis of temporary differences giving rise to the net deferred tax liability is as follows:
Consolidated statements of financial position | Consolidated statements of comprehensive income | |||||||||||||||||||
2017 | 2018 | 2016 | 2017 | 2018 | ||||||||||||||||
Provisions |
Ps.26,268,666 | Ps.20,781,421 | Ps.1,622,132 | Ps.1,579,604 | Ps.1,841,705 | |||||||||||||||
Deferred revenues |
7,461,802 | 6,866,120 | (12,128 | ) | (965,010 | ) | 3,632,051 | |||||||||||||
Tax losses carry forward |
38,332,408 | 27,881,491 | 12,706,245 | (323,506 | ) | (5,833,660 | ) | |||||||||||||
Property, plant and equipment (1) |
(9,929,129 | ) | (11,756,590 | ) | 2,445,783 | 1,974,753 | 453,493 | |||||||||||||
Inventories |
2,003,049 | 2,106,976 | (229,571 | ) | 519,046 | 81,270 | ||||||||||||||
Licenses and rights of use (1) |
(2,455,877 | ) | (3,896,788 | ) | 54,182 | 348,201 | 961,402 | |||||||||||||
Employee benefits |
33,253,071 | 33,673,874 | 3,616,952 | 1,225,310 | 1,128,209 | |||||||||||||||
Other |
9,639,995 | 10,956,823 | (1,918,543 | ) | 793,094 | (270,407 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net deferred tax assets |
Ps.104,573,985 | Ps.86,613,327 | ||||||||||||||||||
|
|
|
|
|||||||||||||||||
Deferred tax expense in net profit for the year |
|
Ps.18,285,052 | Ps.5,151,492 | Ps.1,994,063 | ||||||||||||||||
|
|
|
|
|
|
(1) | As of December 31, 2018, the balance included the effects of hyperinflation. |
F-50
Reconciliation of deferred tax assets and liabilities, net:
2016 | 2017 | 2018 | ||||||||||
Opening balance as of January 1, |
Ps. | 69,817,147 | Ps. | 98,589,818 | Ps. | 104,573,985 | ||||||
Deferred tax benefit |
18,285,052 | 5,151,492 | 1,994,063 | |||||||||
Translation effect |
15,273,228 | (1,687,276 | ) | (8,854,010 | ) | |||||||
Deferred tax benefit (expense) recognized in OCI |
(4,760,447 | ) | 2,760,313 | 2,013,480 | ||||||||
Deferred taxes acquired in business combinations |
(25,162 | ) | (240,362 | ) | (25,827 | ) | ||||||
Hyperinflationary effect in Argentina |
| | (4,907,151 | ) | ||||||||
Effect of adoption of IFRS 9 (Note 2ai) |
| | 544,628 | |||||||||
Effect of adoption of IFRS 15 (Note 2ai) |
| | (8,725,841 | ) | ||||||||
|
|
|
|
|
|
|||||||
Closing balance as of December 31, |
Ps. | 98,589,818 | Ps. | 104,573,985 | Ps. | 86,613,327 | ||||||
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|
|
|
|
|
|||||||
Presented in the consolidated statements of financial position as follows: |
||||||||||||
Deferred income tax assets |
Ps. | 112,651,699 | Ps. | 116,571,349 | Ps. | 111,186,768 | ||||||
Deferred income tax liabilities |
(14,061,881 | ) | (11,997,364 | ) | (24,573,441 | ) | ||||||
|
|
|
|
|
|
|||||||
Ps. | 98,589,818 | Ps. | 104,573,985 | Ps. | 86,613,327 | |||||||
|
|
|
|
|
|
The deferred tax assets are in tax jurisdictions in which the Company considers that based on financial projections of its cash flows, results of operations and synergies between subsidiaries, will generate sufficient taxable income in subsequent periods to utilize or realize such assets.
The Company does not recognize a deferred tax liability related to the undistributed earnings of its subsidiaries, because it currently does not expect these earnings to be taxable or to be repatriated in the near future. The Companys policy has been to distribute the profits when it has paid the corresponding taxes in its home jurisdiction and the tax can be accredited in Mexico.
At December 31, 2017 and 2018, the balance of the contributed capital account (CUCA) is Ps. 510,832,194 and Ps. 536,278,717, respectively. On January 1, 2014, the Cuenta de Utilidad Fiscal Neta (CUFIN) is computed on an América Móvils stand-alone basis. The balance of the América Móvils stand-alone basis CUFIN amounted to Ps. 225,105,342 and Ps. 276,185,284 as of December 31, 2017 and 2018, respectively.
Corporate tax rate
The income tax rate applicable in Mexico from 2016 through 2018 was 30%.
ii) | Significant foreign income tax matters |
a) | Results of operations |
The foreign subsidiaries determine their taxes on profits based on their individual taxable income, in accordance with the specific tax regimes of each country.
F-51
The combined income before taxes and the combined provision for taxes of such subsidiaries in 2016, 2017 and 2018 are as follows:
2016 | 2017 | 2018 | ||||||||||
Combined income before taxes |
Ps. | 45,697,258 | Ps. | 38,286,046 | Ps. | 66,314,883 | ||||||
Combined tax provision differences |
Ps. | 9,169,083 | Ps. | 5,790,950 | Ps. | 20,593,392 |
The effective income tax rate for the Companys foreign jurisdictions was 20% in 2016, 15% in 2017 and 31% in 2018 as shown in the table above. The statutory tax rates in these jurisdictions vary, although many approximate 21% to 40%. The primary difference between the statutory rates and the effective rates in 2016, 2017 and 2018 was attributable to dividends received from KPN and other non-deductible items and non-taxable income.
iii) | Tax losses |
a) At December 31, 2018, the available tax loss carryforwards recorded in deferred tax assets are as follows on a country by country basis:
Country |
Balance of available tax loss carryforwards at December 31, 2018 |
Tax loss carryforward benefit |
||||||
Brazil |
Ps. 59,695,441 | Ps. 20,296,450 | ||||||
Austria |
20,128,833 | 5,032,208 | ||||||
Mexico |
6,043,603 | 1,813,081 | ||||||
Colombia |
2,239,486 | 739,030 | ||||||
Nicaragua |
2,403 | 722 | ||||||
|
|
|
|
|||||
Total |
Ps. 88,109,766 | Ps. 27,881,491 | ||||||
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|
|
|
b) The tax loss carryforwards in the different countries in which the Company operates have the following terms and characteristics:
bi) The Company has accumulated Ps. 59,695,441 in net operating loss carryforwards (NOLs) in Brazil as of December 31, 2018. In Brazil there is no expiration of the NOLs. However, the NOL´s amount used against taxable income in each year may not exceed 30% of the taxable income for such year. Consequently, in the year in which taxable income is generated, the effective tax rate is 25% rather than the 34% corporate tax rate.
The Company believes that it is more likely than not that the accumulated balances of its net deferred tax assets are recoverable, based on the positive evidence of the Company to generate future taxable income related to the same taxation authority which will result in taxable amounts against which the available tax losses can be utilized before they expire. Positive evidence includes the Companys recent restructure in 2017 of its operations in Brazil, resulting in an organizational structure that is anticipated to be more efficient and profitable and generated taxable income in 2018.
bii) The Company has accumulated Ps. 20,128,833 in NOLs in Austria as of December 31, 2018. In Austria, the NOL´s have no expiration, but its annual usage is limited to 75% of the taxable income of the year. The realization of deferred tax assets is dependent upon the expected generation of future taxable income during the periods in which these temporary differences become deductible.
biii) The Company has accumulated $ 6,043,603 of tax losses in Mexico. The Mexican Tax Law establishes an optional regime for group companies called: Of the Optional Regime for Groups of Companies. For these purposes, the integrating (controlling) company must own more than 80% of the shares with voting rights of the
F-52
integrated (controlled) companies. In general terms, the Integration regime allows to differ, for each of the companies that make up the group, and for up to three years, or sooner if certain assumptions are made, the whole of the ISR that results from considering the determination of the individual ISR to its charge is the effect derived from recognizing, indirectly, the tax losses incurred by the companies in the group for the year in question.
The company estimates that there is positive evidence that allows it to use these losses, these should be reduced to the extent that it is considered likely that there will be sufficient taxable profits to allow them to recover in full or in part, the losses will only be compensated when there is a right legally required and are approved by the tax authorities in Mexico.
14. | Debt |
a) The Companys short- and long-term debt consists of the following:
At December 31, 2017 |
(Thousands of Mexican pesos) |
|||||||||||
Currency |
Loan |
Interest rate |
Maturity | Total | ||||||||
Senior Notes |
||||||||||||
U.S. dollars |
||||||||||||
Fixed-rate Senior notes (i) | 5.000% | 2019 | Ps. | 14,840,025 | ||||||||
Fixed-rate Senior notes (i) | 5.500% | 2019 | 7,467,145 | |||||||||
Fixed-rate Senior notes (i) | 5.000% | 2020 | 42,043,077 | |||||||||
Fixed-rate Senior notes (i) | 3.125% | 2022 | 31,658,720 | |||||||||
Fixed-rate Senior notes (i) | 6.375% | 2035 | 19,417,282 | |||||||||
Fixed-rate Senior notes (i) | 6.125% | 2037 | 7,305,744 | |||||||||
Fixed-rate Senior notes (i) | 6.125% | 2040 | 39,573,400 | |||||||||
Fixed-rate Senior notes (i) | 4.375% | 2042 | 22,754,705 | |||||||||
|
|
|||||||||||
Subtotal U.S. dollars | Ps. | 185,060,098 | ||||||||||
|
|
|||||||||||
Mexican pesos |
||||||||||||
Domestic Senior notes (i) | 8.110% | 2018 | Ps. | 1,750,000 | ||||||||
Domestic Senior notes (i) | 8.270% | 2018 | 1,160,110 | |||||||||
Domestic Senior notes (i) | 8.600% | 2020 | 7,000,000 | |||||||||
Domestic Senior notes (i) | 0.000% | 2025 | 4,409,873 | |||||||||
Domestic Senior notes (i) | 8.360% | 2037 | 5,000,000 | |||||||||
Fixed-rate Senior notes (i) | 6.000% | 2019 | 10,000,000 | |||||||||
Fixed-rate Senior notes (i) | 6.450% | 2022 | 22,500,000 | |||||||||
Fixed-rate Senior notes (i) | 7.125% | 2024 | 11,000,000 | |||||||||
Fixed-rate Senior notes (i) | 8.460% | 2036 | 7,871,700 | |||||||||
|
|
|||||||||||
Subtotal Mexican pesos | Ps. | 70,691,683 | ||||||||||
|
|
|||||||||||
Euros |
||||||||||||
Fixed-rate Senior notes (i) | 1.000% | 2018 | Ps. | 14,252,360 | ||||||||
Fixed-rate Senior notes (i) | 4.125% | 2019 | 23,753,933 | |||||||||
Exchangeable Bonds (i) | 0.000% | 2020 | 67,504,878 | |||||||||
Fixed-rate Senior notes (i) | 3.000% | 2021 | 23,753,933 | |||||||||
Fixed-rate Senior notes (i) | 3.125% | 2021 | 18,727,775 | |||||||||
Fixed-rate Senior notes (i) | 4.000% | 2022 | 19,333,685 | |||||||||
Fixed-rate Senior notes (i) | 4.750% | 2022 | 17,815,450 | |||||||||
Fixed-rate Senior notes (i) | 3.500% | 2023 | 7,594,262 | |||||||||
Fixed-rate Senior notes (i) | 3.259% | 2023 | 17,815,450 | |||||||||
Fixed-rate Senior notes (i) | 1.500% | 2024 | 20,190,843 | |||||||||
Fixed-rate Senior notes (i) | 1.500% | 2026 | 17,815,450 | |||||||||
Fixed-rate Senior notes (i) | 2.125% | 2028 | 15,440,057 | |||||||||
|
|
|||||||||||
Subtotal Euros | Ps. | 263,998,076 | ||||||||||
|
|
F-53
At December 31, 2017 |
(Thousands of Mexican pesos) |
|||||||||||
Currency |
Loan |
Interest rate |
Maturity | Total | ||||||||
Pounds sterling |
||||||||||||
Fixed-rate Senior notes (i) | 5.000% | 2026 | Ps. | 13,368,884 | ||||||||
Fixed-rate Senior notes (i) | 5.750% | 2030 | 17,379,549 | |||||||||
Fixed-rate Senior notes (i) | 4.948% | 2033 | 8,021,330 | |||||||||
Fixed-rate Senior notes (i) | 4.375% | 2041 | 20,053,326 | |||||||||
|
|
|||||||||||
Subtotal Pounds sterling | Ps. | 58,823,089 | ||||||||||
|
|
|||||||||||
Swiss francs |
||||||||||||
Fixed-rate Senior notes (i) | 1.125% | 2018 | Ps. | 11,169,748 | ||||||||
|
|
|||||||||||
Subtotal Swiss francs | Ps. | 11,169,748 | ||||||||||
|
|
|||||||||||
Brazilian reais |
||||||||||||
Debenture (i) | 102.900% of CDI | 2020 | Ps. | 8,972,204 | ||||||||
Promissory Note (i) | 102.400% of CDI | 2019 | 5,981,469 | |||||||||
Debenture (i) | 103.900% of CDI | 2019 | 5,981,469 | |||||||||
|
|
|||||||||||
Subtotal Brazilian reais | Ps. | 20,935,142 | ||||||||||
|
|
|||||||||||
Other currencies |
||||||||||||
Japanese yen |
||||||||||||
Fixed-rate Senior notes (i) | 2.950% | 2039 | Ps. | 2,282,608 | ||||||||
|
|
|||||||||||
Subtotal Japanese yen | Ps. | 2,282,608 | ||||||||||
|
|
|||||||||||
Chilean pesos |
||||||||||||
Fixed-rate Senior notes (i) | 3.961% | 2035 | Ps. | 4,312,424 | ||||||||
|
|
|||||||||||
Subtotal Chilean pesos | Ps. | 4,312,424 | ||||||||||
|
|
|||||||||||
Subtotal other currencies | Ps. | 6,595,032 | ||||||||||
|
|
|||||||||||
Hybrid Notes |
||||||||||||
Euros |
||||||||||||
Euro NC5 Series A Capital Securities (iii) | 5.125% | 2073 | Ps. | 21,378,540 | ||||||||
Euro NC10 Series B Capital Securities (iii) | 6.375% | 2073 | 13,064,663 | |||||||||
|
|
|||||||||||
Subtotal Euros | Ps. | 34,443,203 | ||||||||||
|
|
|||||||||||
Pounds sterling |
||||||||||||
GBP NC7 Capital Securities (iii) | 6.375% | 2073 | Ps. | 14,705,772 | ||||||||
|
|
|||||||||||
Subtotal Pounds sterling | Ps. | 14,705,772 | ||||||||||
|
|
|||||||||||
Subtotal Hybrid Notes | Ps. | 49,148,975 | ||||||||||
|
|
F-54
At December 31, 2017 |
(Thousands of Mexican pesos) |
|||||||||||
Currency |
Loan |
Interest rate |
Maturity | Total | ||||||||
Lines of Credit and others |
||||||||||||
U.S. dollars |
||||||||||||
Lines of credit (ii) | L + 0.200% and 1.500% - 7.250% | 2018 - 2019 | Ps. | 14,474,350 | ||||||||
Mexican pesos |
||||||||||||
Lines of credit (ii) | TIIE + 0.040% - TIIE + 0.175% | 2018 - 2019 | Ps. | 12,500,000 | ||||||||
Brazilian reais |
||||||||||||
Lines of credit (ii) | 107% of CDI - TJLP + 3.500% & 3.000% - 9.500% | 2018 -2027 | Ps. | 4,389,260 | ||||||||
Chilean pesos |
||||||||||||
Financial Leases | 8.700% - 8.970% | 2018 - 2027 | Ps. | 99,446 | ||||||||
|
|
|||||||||||
Subtotal Lines of Credit and others | Ps. | 31,463,056 | ||||||||||
|
|
|||||||||||
Total debt | Ps. | 697,884,899 | ||||||||||
|
|
|||||||||||
Less: Short-term debt and current portion of long-term debt | Ps. | 51,745,841 | ||||||||||
|
|
|||||||||||
Long-term debt | Ps. | 646,139,058 | ||||||||||
|
|
At December 31, 2018 |
(Thousands of Mexican pesos) |
|||||||||||
Currency |
Loan |
Interest rate |
Maturity | Total | ||||||||
Senior Notes |
||||||||||||
U.S. dollars |
||||||||||||
Fixed-rate Senior notes (i) | 5.000% | 2019 | Ps. | 14,762,175 | ||||||||
Fixed-rate Senior notes (i) | 5.500% | 2019 | 7,427,972 | |||||||||
Fixed-rate Senior notes (i) | 5.000% | 2020 | 41,822,521 | |||||||||
Fixed-rate Senior notes (i) | 3.125% | 2022 | 31,492,640 | |||||||||
Fixed-rate Senior notes (i) | 6.375% | 2035 | 19,315,420 | |||||||||
Fixed-rate Senior notes (i) | 6.125% | 2037 | 7,267,419 | |||||||||
Fixed-rate Senior notes (i) | 6.125% | 2040 | 39,365,800 | |||||||||
Fixed-rate Senior notes (i) | 4.375% | 2042 | 22,635,335 | |||||||||
|
|
|||||||||||
Subtotal U.S. dollars | Ps. | 184,089,282 | ||||||||||
|
|
|||||||||||
Mexican pesos |
||||||||||||
Fixed-rate Senior notes (i) | 6.000% | 2019 | Ps. | 10,000,000 | ||||||||
Domestic Senior notes (i) | 8.600% | 2020 | 7,000,000 | |||||||||
Fixed-rate Senior notes (i) | 6.450% | 2022 | 22,500,000 | |||||||||
Fixed-rate Senior notes (i) | 7.125% | 2024 | 11,000,000 | |||||||||
Domestic Senior notes (i) | 0.000% | 2025 | 4,629,425 | |||||||||
Fixed-rate Senior notes (i) | 8.460% | 2036 | 7,871,700 | |||||||||
Domestic Senior notes (i) | 8.360% | 2037 | 5,000,000 | |||||||||
|
|
|||||||||||
Subtotal Mexican pesos | Ps. | 68,001,125 | ||||||||||
|
|
F-55
At December 31, 2018 |
(Thousands of Mexican pesos) |
|||||||||||
Currency |
Loan |
Interest rate |
Maturity | Total | ||||||||
Euros |
||||||||||||
Fixed-rate Senior notes (i) | 4.125% | 2019 | Ps. | 22,558,572 | ||||||||
Exchangeable Bonds (i) | 0.000% | 2020 | 64,107,851 | |||||||||
Fixed-rate Senior notes (i) | 3.000% | 2021 | 22,558,572 | |||||||||
Fixed-rate Senior notes (i) | 3.125% | 2021 | 17,568,739 | |||||||||
Fixed-rate Senior notes (i) | 4.000% | 2022 | 18,028,031 | |||||||||
Fixed-rate Senior notes (i) | 4.750% | 2022 | 16,918,929 | |||||||||
Fixed-rate Senior notes (i) | 3.500% | 2023 | 7,132,481 | |||||||||
Fixed-rate Senior notes (i) | 3.259% | 2023 | 16,918,929 | |||||||||
Fixed-rate Senior notes (i) | 1.500% | 2024 | 19,174,786 | |||||||||
Fixed-rate Senior notes (i) | 1.500% | 2026 | 16,918,929 | |||||||||
Fixed-rate Senior notes (i) | 2.125% | 2028 | 14,663,072 | |||||||||
|
|
|||||||||||
Subtotal Euros | Ps. | 236,548,891 | ||||||||||
|
|
|||||||||||
Pounds sterling |
||||||||||||
Fixed-rate Senior notes (i) | 5.000% | 2026 | Ps. | 12,550,801 | ||||||||
Fixed-rate Senior notes (i) | 5.750% | 2030 | 16,316,042 | |||||||||
Fixed-rate Senior notes (i) | 4.948% | 2033 | 7,530,481 | |||||||||
Fixed-rate Senior notes (i) | 4.375% | 2041 | 18,826,202 | |||||||||
|
|
|||||||||||
Subtotal Pounds sterling | Ps. | 55,223,526 | ||||||||||
|
|
|||||||||||
Brazilian reais |
||||||||||||
Debenture (i) | 103.900% of CDI | 2019 | Ps. | 5,079,720 | ||||||||
Promissory notes (i) | 102.400% of CDI | 2019 | 5,079,720 | |||||||||
Promissory notes (i) | 103.205% of CDI | 2019 | 1,828,699 | |||||||||
Debenture (i) | 102.900% of CDI | 2020 | 7,619,580 | |||||||||
Debenture (i) | 104.000% of CDI | 2021 | 5,587,692 | |||||||||
Debenture (i) | 104.250% of CDI | 2021 | 7,695,776 | |||||||||
|
|
|||||||||||
Subtotal Brazilian reais | Ps. | 32,891,187 | ||||||||||
|
|
|||||||||||
Other currencies |
||||||||||||
Japanese yen |
||||||||||||
Fixed-rate Senior notes (i) | 2.950% | 2039 | Ps. | 2,334,864 | ||||||||
|
|
|||||||||||
Subtotal Japanese yen | Ps. | 2,334,864 | ||||||||||
|
|
|||||||||||
Chilean pesos |
||||||||||||
Fixed-rate Senior notes (i) | 3.961% | 2035 | Ps. | 3,904,707 | ||||||||
|
|
|||||||||||
Subtotal Chilean pesos | Ps. | 3,904,707 | ||||||||||
|
|
|||||||||||
Subtotal other currencies | Ps. | 6,239,571 | ||||||||||
|
|
|||||||||||
Hybrid Notes |
||||||||||||
Euros |
||||||||||||
Euro NC10 Series B Capital Securities (iii) | 6.375% | 2073 | Ps. | 12,407,214 | ||||||||
|
|
|||||||||||
Subtotal Euros | Ps. | 12,407,214 | ||||||||||
|
|
|||||||||||
Pounds sterling |
||||||||||||
GBP NC7 Capital Securities (iii) | 6.375% | 2073 | Ps. | 13,805,881 | ||||||||
|
|
|||||||||||
Subtotal Pounds sterling | Ps. | 13,805,881 | ||||||||||
|
|
|||||||||||
Subtotal Hybrid Notes | 26,213,095 | |||||||||||
|
|
F-56
At December 31, 2018 |
(Thousands of Mexican pesos) |
|||||||||||
Currency |
Loan |
Interest rate |
Maturity | Total | ||||||||
Lines of Credit and others |
||||||||||||
U.S. dollars |
||||||||||||
Lines of credit (ii) | L + 0.200% and 1.500% - 8.950% | 2019 - 2021 | Ps. | 11,698,885 | ||||||||
Mexican pesos |
||||||||||||
Lines of credit (ii) | TIIE + 0.175% | 2019 | Ps. | 4,500,000 | ||||||||
Euros |
||||||||||||
Lines of credit (ii) | -0.100% - 0.000% | 2019 | Ps. | 5,526,850 | ||||||||
Brazilian reais |
||||||||||||
Lines of credit (ii) | 5.000% - 6.000% | 2019 - 2027 | Ps. | 27,009 | ||||||||
Peruvian Soles |
||||||||||||
Lines of credit (ii) | 4.700% - 12.100% | 2019 | Ps. | 7,898,595 | ||||||||
Chilean pesos |
||||||||||||
Financial Leases | 8.700% - 8.970% | 2019 - 2027 | Ps. | 64,437 | ||||||||
|
|
|||||||||||
Subtotal Lines of Credit and others | Ps. | 29,715,776 | ||||||||||
|
|
|||||||||||
Total debt | Ps. | 638,922,453 | ||||||||||
|
|
|||||||||||
Less: Short-term debt and current portion of long-term debt | Ps. | 96,230,634 | ||||||||||
|
|
|||||||||||
Long-term debt | Ps. | 542,691,819 | ||||||||||
|
|
L = LIBOR (London Interbank Offer Rate)
TIIE = Mexican Interbank Rate
EURIBOR = Euro Interbank Offered Rate
CDI = Brazil Interbank Deposit Rate
TJLP = Brazil Long Term Interest Rate
Interest rates on the Companys debt are subject to variances in international and local rates. The Companys weighted average cost of borrowed funds at December 31, 2017, and December 31, 2018 was approximately 4.30% and 4.31%, respectively.
Such rates do not include commissions or the reimbursements for Mexican tax withholdings (typically a tax rate of 4.9%) that the Company must pay to international lenders.
An analysis of the Companys short-term debt maturities as of December 31, 2017, and December 31, 2018, is as follows:
2017 | 2018 | |||||||
Obligations and Senior Notes |
Ps. 28,994,496 | Ps. 67,365,810 | ||||||
Lines of credit |
22,714,383 | 28,852,364 | ||||||
Financial Leases |
36,962 | 12,460 | ||||||
|
|
|
|
|||||
Total |
Ps. 51,745,841 | Ps. 96,230,634 | ||||||
|
|
|
|
|||||
Weighted average interest rate |
4.0% | 5.20% | ||||||
|
|
|
|
F-57
The Companys long-term debt maturities as of December 31, 2018 are as follows:
Years |
Amount | |||
2020 |
Ps. | 121,184,630 | ||
2021 |
54,189,122 | |||
2022 |
88,027,828 | |||
2023 and thereafter |
279,290,239 | |||
|
|
|||
Total |
Ps. | 542,691,819 | ||
|
|
(i) Senior Notes
The outstanding Senior Notes at December 31, 2017, and December 31, 2018, are as follows:
Currency* |
2017 | 2018 | ||||||
U.S. dollars |
Ps. 185,060,098 | Ps. 184,089,282 | ||||||
Mexican pesos |
70,691,683 | 68,001,125 | ||||||
Euros** |
263,998,076 | 236,548,891 | ||||||
Pounds sterling** |
58,823,089 | 55,223,526 | ||||||
Swiss francs |
11,169,748 | | ||||||
Brazilian reais |
20,935,142 | 32,891,187 | ||||||
Japanese yens |
2,282,608 | 2,334,864 | ||||||
Chilean pesos |
4,312,424 | 3,904,707 |
* | Thousands of Mexican pesos |
** | Includes secured and unsecured senior notes. |
(ii) Lines of credit
At December 31, 2017, and December 31, 2018, debt under lines of credit aggregated to Ps. $31,364 million and Ps. $29,651 million, respectively.
The Company has two revolving syndicated credit facilities, one for the Euro equivalent of U.S. $2,000 million and the other for U.S. $2,500 million maturing in 2021 and 2019, respectively. As long as the facilities are committed, a commitment fee is paid. As of December 31, 2018, these credit facilities were undrawn. Telekom Austria has also an undrawn revolving syndicated credit facility in Euros for 1,000 million that matures in 2019.
(iii) Hybrid Notes
On September 2013, the Company issued three series of Capital Securities (hybrid notes) maturing in 2073: two series denominated in Euros for 1,450 million with a coupon of 5.125% and 6.375% respectively, and one series denominated in pounds sterling in the amount of £550 million with a coupon of 6.375%. The Capital Securities are deeply subordinated, and when they were issued the principal rating agencies stated that they would treat only half of the principal amount as indebtedness for purposes of evaluating our leverage (an analysis referred to as 50.0% equity credit). The Capital Securities are subject to redemption at our option at varying dates beginning in 2018 and 2023, respectively, for the euro-denominated series and beginning in 2020 for the sterling-denominated series.
On September 2018, we exercised the option to call our hybrid bond with a maturity date in 2073 for a total amount of 900 million euros.
KPN
On September 2018, América Móvil delivered 224,695,844 KPN shares, equivalent to 5% of the total outstanding shares, after the maturity of a mandatory conversion bond with a nominal outstanding amount of 750 million Euros.
F-58
The transaction represented the sale of those shares at an effective price of 3.3374 euros per share.
Restrictions
A portion of the debt is subject to certain restrictions with respect to maintaining certain financial ratios, as well as restrictions on selling a significant portion of groups of assets, among others. At December 31, 2018, the Company was in compliance with all these requirements.
A portion of the debt is also subject to early maturity or repurchase at the option of the holders in the event of a change in control of the Company, as defined in each instrument. The definition of change in control varies from instrument to instrument; however, no change in control shall be considered to have occurred as long as its current shareholders continue to hold the majority of the Companys voting shares.
Covenants
In conformity with the credit agreements, the Company is obliged to comply with certain financial and operating commitments. Such covenants limit in certain cases, the ability of the Company or the guarantor to: pledge assets, carry out certain types of mergers, sell all or substantially all of its assets, and sell control of Telcel.
Such covenants do not restrict the ability of AMXs subsidiaries to pay dividends or other payment distributions to AMX. The more restrictive financial covenants require the Company to maintain a consolidated ratio of debt to EBITDA (defined as operating income plus depreciation and amortization) that does not exceed 4 to 1, and a consolidated ratio of EBITDA to interest paid that is not below 2.5 to 1 (in accordance with the clauses included in the credit agreements).
Several of the financing instruments of the Company may be accelerated, at the option of the debt holder in the case that a change in control occurs.
At December 31, 2018, the Company was in compliance with all the covenants.
15. Accounts payable, accrued liabilities and asset retirement obligations
a) The components of the caption accounts payable and accrued liabilities are as follows:
At December 31, | ||||||||
2017 | 2018 | |||||||
Suppliers |
Ps. 106,483,848 | Ps. 118,406,380 | ||||||
Sundry creditors |
91,842,929 | 91,087,197 | ||||||
Interest payable |
8,930,561 | 8,535,519 | ||||||
Guarantee deposits from customers |
1,460,286 | 1,421,336 | ||||||
Dividends payable |
3,955,783 | 2,506,835 | ||||||
|
|
|
|
|||||
Total |
Ps. 212,673,407 | Ps. 221,957,267 | ||||||
|
|
|
|
b) The balance of accrued liabilities at December 31, 2017 and 2018 are as follows:
At December 31, | ||||||||
2017 | 2018 | |||||||
Current liabilities |
||||||||
Direct employee benefits payable |
Ps. 16,673,627 | Ps. 16,152,118 | ||||||
Contingencies |
51,079,131 | 40,281,573 | ||||||
|
|
|
|
|||||
Total |
Ps. 67,752,758 | Ps. 56,433,691 | ||||||
|
|
|
|
F-59
The movements in contingencies for the years ended December 31, 2017 and 2018 are as follows:
Balance at December 31, 2016 |
Business combination |
Effect of translation |
Increase of the year |
Applications | Balance at December 31, 2017 |
|||||||||||||||||||||||
Payments | Reversals | |||||||||||||||||||||||||||
Contingencies |
Ps. 50,766,070 | Ps. 115,971 | Ps. (648,685) | Ps. 10,510,473 | Ps. (7,618,520) | Ps. (2,046,178) | Ps. 51,079,131 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017 |
Business combination |
Effect of translation |
Increase of the year |
Applications | Balance at December 31, 2018 |
|||||||||||||||||||||||
Payments | Reversals | |||||||||||||||||||||||||||
Contingencies |
Ps. 51,079,131 | Ps. 7,812 | Ps. (5,729,826) | Ps. 15,683,252 | Ps. (6,203,329) | Ps. (14,555,467) | Ps. 40,281,573 | |||||||||||||||||||||
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|
|
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|
|
|
|
|
|
|
Contingencies include tax, labor, regulatory and other legal type contingencies. See Note 16 c) for detail of contingencies.
c) The movements in the asset retirement obligations for the years ended December 31, 2017 and 2018 are as follows:
Balance at December 31, 2016 |
Effect of translation |
Increase of the year |
Applications | Balance at December 31, 2017 |
||||||||||||||||||||
Payments | Reversals | |||||||||||||||||||||||
Asset retirement obligations |
Ps. 16,288,631 | Ps. (119,928) | Ps. 3,160,320 | Ps. (126,088) | Ps. (957,806) | Ps. 18,245,129 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2017 |
Effect of translation |
Increase of the year |
Applications | Balance at December 31, 2018 |
||||||||||||||||||||
Payments | Reversals | |||||||||||||||||||||||
Asset retirement obligations |
Ps. 18,245,129 | Ps. (2,020,853) | Ps. 1,062,745 | Ps. (151,364) | Ps. (1,164,056) | Ps. 15,971,601 | ||||||||||||||||||
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|
|
The discount rates used for the asset retirement obligation are based on market rates that are expected to be undertaken by the dismantling or restoration of cell sites, and may include labor costs.
16. Commitments and Contingencies
a) Leases
At December 31, 2017 and 2018, the Company has entered into several lease agreements with related parties and third parties for the buildings where its offices are located (as a lessee), as well as with the owners of towers and or premises where the Company has installed radio bases.
An analysis of the minimum rental payments for the next five years is shown below. In some cases, rental amounts are increased each year based on the National Consumer Price Index (INPC).
The Company has the following non-cancelable commitments under finance leases:
Year ended December 31, |
||||
2019 |
Ps. | 22,920 | ||
2020 |
13,365 | |||
2021 |
12,068 | |||
2022 |
10,751 | |||
2023 |
9,399 | |||
2024 and thereafter |
34,011 | |||
|
|
|||
Total |
Ps. | 102,514 | ||
Less: amounts representing finance charges |
23,837 | |||
|
|
|||
Present value of net minimum lease payments |
78,677 | |||
Less current portion |
14,240 | |||
|
|
|||
Long-term obligations |
Ps. | 64,437 | ||
|
|
F-60
An analysis of non-cancellable operating leases is as follows:
Year ended December 31, |
||||
2019 |
Ps. | 24,034,366 | ||
2020 |
22,104,366 | |||
2021 |
15,522,020 | |||
2022 |
14,250,332 | |||
2023 |
12,046,800 | |||
2024 and thereafter |
49,991,937 | |||
|
|
|||
Total |
Ps. | 137,949,821 | ||
|
|
Rent expense for the years ended December 31, 2016, 2017 and 2018 was Ps. 32,300,963, Ps. 35,571,283 and Ps. 34,421,817, respectively.
b) Commitments
The Company and its subsidiaries have commitments that mature on different dates, referring to CAPEX and cell phone purchases.
As of December 31, 2018, the total amounts equivalent to the contract period are detailed below:
Year ended December 31, |
||||
2019 |
Ps. | 88,233,626 | ||
2020 |
68,170,083 | |||
2021 |
55,358,156 | |||
2022 |
13,322,961 | |||
|
|
|||
Total |
Ps. | 225,084,826 | ||
|
|
c) Contingencies
I. MEXICO
Tax Assessment and Fine
In 2014, the Mexican Tax Administration Service (Servicio de Administración Tributaria or SAT) notified the Company of a Ps. 529,700 tax assessment related to the Companys tax return for the fiscal year ended December 31, 2005, and reduced the Companys consolidated tax loss for that year from Ps. 8,556,000 to zero. The Company has challenged this assessment before the Mexican courts and a final resolution is pending. The Company has not established a provision in the accompanying consolidated financial statements for a loss arising from this assessment, which it does not consider probable.
In 2012, the SAT notified the Company and its subsidiary Sercotel, S.A. de C.V. (Sercotel) of a fine of approximately Ps. 1,400,000 for alleged tax improprieties arising from the transfer of certain accounts receivable from one of the Companys subsidiaries to Sercotel. In 2014, the Company challenged the fine and a final resolution is pending. The Company has not established a provision in the accompanying consolidated financial statements for a loss arising from this fine, which the Company does not consider probable.
Telcel Mobile Termination Rates
The mobile termination rates between Telcel and other network operators have been the subject of various legal proceedings. With respect to the interconnection fees for 2017, 2018 and 2019, Telcel has challenged the applicable resolutions and final resolutions are pending.
F-61
Given the fact that the zero rate that prevented Telcel from charging interconnection rates in its mobile network was held unconstitutional by the (Suprema Corte de Justicia de la Nación SCJN), the IFT has determined asymmetric interconnection rates for the termination of traffic in Telcels and other operators networks for 2018 and 2019. The resolutions setting such rates have been challenged by Telcel and final resolutions are pending.
The Company expects that mobile termination rates, as well as other rates applicable to mobile interconnection (such as transit), will continue to be the subject of litigation and administrative proceedings in Mexico. The Company cannot predict when or how these matters will be resolved or the financial effects of any such resolution.
Class Action Lawsuits
Telcel is subject to two class action lawsuits initiated by customers allegedly affected by Telcels quality of service and wireless and broadband rates. The Company cannot assess whether these class action lawsuits could have an adverse effect on the Companys business and results of operations in the event that they are resolved against Telcel due to the lack of factual and legal claims underlying these proceedings. Consequently, the Company has not established a provision in the accompanying consolidated financial statements for a loss arising from these proceedings.
IFT Proceedings Against Telmex
In 2008, Telmex entered into certain commercial agreements with Dish México Holdings, S. de R.L. de C.V. and related companies (Dish), involving billing, collection services, distribution and equipment leasing. In addition, Telmex had an option to purchase shares representing 51% of the capital stock of Dish México, S. de R.L. de C.V. (Dish México). In 2014, Telmex waived its rights under the option.
In 2015, the IFT imposed a fine of Ps. 14,414 on Telmex on the grounds that the IFT was not notified of an alleged merger (concentración) between Telmex and Dish in 2008. Telmex filed an appeal for relief (amparo) and a final resolution is pending.
In 2015, in relation with some Dish operations, the IFT initiated several proceedings in order to determine potential violations of (i) Telmexs concession, with respect to an alleged indirect exploitation of a public television services concession, which in 2019, the appeal for relief was granted by a competent court (Tribunal Colegiado); the Company cannot predict the outcome of such proceedings, and (ii) certain provisions of the Mexican Constitution (Constitución Política de los Estados Unidos Mexicanos) and the Federal Telecommunications and Broadcasting Law (Ley Federal de Telecomunicaciones y Radiodifusión) regarding the cost-free rule of re-transmission of television broadcast signals (commonly known as must offer), through other operators. In 2018, the IFT absolved Telmex and Dish from any responsibility in connection with the sanction procedure initiated by the IFT for the alleged violation of item (ii) above.
In 2018, the IFT imposed a fine of Ps. 2,543,937 on Telmex relating to a sanction procedure triggered by the alleged breach in 2013 and 2014 of certain minimum quality goals for link services. Telmex challenged this fine and a final resolution is pending.
II. BRAZIL
a. Tax Matters
ICMS
As of December 31, 2018, the Companys Brazilian subsidiaries Claro Brasil, Primesys Soluções Empresariais S.A. (Primesys), Telmex Do Brasil Ltda. (TdB), Americel S.A. (Americel), Brasil Telecomunicações S.A.
F-62
(BrTel) and TVSAT Telecomunicações S.A. (TV SAT), had aggregate tax contingencies related to value-added tax (ICMS) of approximately Ps. 55,455,306 (R$ 10,917,000). As of December 31, 2018, the Company has established a provision of Ps. 3,362,775 (R$ 662,000) in the accompanying consolidated financial statements for the losses arising from these contingencies which the Company considers probable. Such ICMS contingencies include the following tax assessments which the Company does not consider probable and therefore, has not established a provision in the accompanying consolidated financial statements:
| Tax assessments against Star One, S.A. (currently Claro Brasil as surviving entity of merger) in the amount of Ps. 21,167,194 (R$ 4,167,000) based on allegations that the provision of satellite capacity is subject to ICMS. The Company is contesting these tax assessments in separate proceedings at different litigation stages and has obtained favorable judicial decisions in two proceedings. |
| Tax assessments against Claro Brasil and Americel in the amount of Ps. 5,861,997 (R$ 1,154,000), due to a decision that held certain benefits granted by the Brazilian states unconstitutional. |
| Tax assessment against Primesys in the amount of Ps. 3,916,464 (R$ 771,000), related to ICMS over certain activities not deemed to be part of data communication services. |
CSLL/IRPJ
As of December 31, 2018 Claro Brasil, Americel, BrTel, and TV SAT had aggregate tax contingencies related to Social Contribution on Net income (CSLL) and Corporate Income Tax (IRPJ) in the amount of Ps. 17,779,021 (R$ 3,500,000). As of December 31, 2018, the Company has established a provision of Ps. 4,835,894 (R$ 952,000) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.
The aforementioned CSLL/IRPJ contingencies include a tax assessment against Claro Brasil in the amount of Ps. 10,906,159 (R$ 2,147,000) alleging the undue amortization of goodwill amounts between 2009 and 2012, and charging CSLL, IRPJ and penalties due to the late payment of taxes. Claro Brasil has challenged this assessment at the administrative level and a final resolution is pending. The Company has established a provision of Ps. 558,769 (R$ 110,000) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.
PIS/COFINS
As of December 31, 2018, Claro Brasil, Americel, TdB, Primesys and Brasil Center Comunicações Ltda. (Brasil Center) had aggregate tax assessments related to Social Integration Program (PIS) and Contribution for Social Security Financing (COFINS) in the amount of Ps. 16,488,772 (R$ 3,246,000). As of December 31, 2018, the Company has established a provision of Ps. 5,861,997 (R$ 1,154,000) in the accompanying consolidated financial statements for the losses arising from the PIS/COFINS assessments, which the Company considers probable. With respect to such PIS/COFINS assessments:
| Claro Brasil and Americel have commenced lawsuits against the Brazilian Federal Revenue Service seeking a ruling on constitutional grounds to exclude interconnection fees from the base used to calculate PIS and COFINS tax obligations. Pending a final resolution and pursuant to applicable Brazilian procedure, the companies have paid the tax based on their position in the lawsuits and have established a provision for the disputed amounts. As of December 31, 2018, the total amount in dispute was approximately Ps. 5,221,952 (R$ 1,028,000). |
| Tax assessments against Claro Brasil and Americel related to the offset of PIS and COFINS credits recorded in the noncumulative method in an amount of Ps. 8,183,429 (approximately R$ 1,611,000) as of December 31, 2018. The Company has not established a provision in the accompanying consolidated financial statements to cover the losses arising from this contingency, which the Company does not consider probable. |
F-63
As of September 30, 2018, based on a favorable decision from the Brazilian Supreme Court concerning the exclusion of ICMS from PIS and COFINS, the Company reverted the provision of Ps. 13,034,562 (R$2,566,000).
FUST/FUNTTEL
Anatel has initiated administrative proceedings against Claro Brasil, Americel, Primesys, TdB, BrTel and TVSAT in an aggregate amount of Ps. 14,223,217 (R$ 2,800,000) mainly based on an allegedly improper exclusion of interconnection revenues and costs from the basis used to calculate its Fund for Universal Telecommunication Services (FUST) obligations. The companies are contesting these assessments. As of December 31, 2018, the Company has established a provision of Ps. 1,706,786 (R$ 336,000) in the accompanying consolidated financial statements to cover the losses arising from these assessments, which the Company considers probable.
In addition, the Brazilian Ministry of Communications (Ministério das Comunicações) has initiated administrative proceedings against Claro Brasil, Americel, Primesys, TdB, BrTel and TVSAT totaling an amount of Ps. 5,115,278 (R$ 1,007,000) as of December 31, 2018, due to an alleged underpayment of their obligations to the telecommunications Technology Development Fund (FUNTTEL). The companies have challenged these assessments and a final resolution is pending. As of December 31, 2018, the Company has established a provision of Ps. 5,080 (R$ 1,000) in the accompanying consolidated financial statements to cover the losses arising from these assessments, which the Company considers probable.
ISS
The Municipal Revenue Services have issued tax assessments against Claro Brasil, Brasil Center and Primesys, totaling an aggregate amount of approximately Ps. 3,637,080 (R$ 716,000) due to the alleged nonpayment of Brazilian Services tax (ISS) over several telecommunication services, including Pay TV services, considered as taxable for ISS by these authorities. The companies have challenged the tax assessments on the grounds that the services cited are not subject to ISS tax and a final resolution is pending. As of December 31, 2018, the Company has established a provision of Ps. 25,399 (R$ 5,000) in the accompanying financial statements for the losses arising from these assessments, which the Company considers probable.
TFI
As of December 31, 2018, Anatel fined Claro Brasil and Americel a total of Ps. 13,207,273 (R$ 2,600,000), for an unpaid installation inspection fee (Taxa de Fiscalização de Instalação, or TFI) allegedly due for the renovation of radio base stations. Claro Brasil and Americel have challenged the fine, arguing that there was no new equipment installation that could lead to this charge, and a final resolution is pending. The Company has not established a provision in the accompanying consolidated financial statements to cover losses arising from these proceedings, which the Company does not consider probable.
Other Tax Contingencies
There are other several tax contingencies involving Claro Brasil, Americel, TdB and Primesys in an aggregate amount of Ps. 12,394,517 (R$ 2,440,000) related to a variety of taxes and government programs. As of December 31, 2018, the Company has established a provision of Ps. 1,117,538 (R$ 220,000) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.
F-64
b. Regulatory Matters
Inflation-Related Adjustments
Anatel has challenged the calculation of inflation-related adjustments due under the concession agreements with Tess S.A. (Tess), and Algar Telecom Leste S.A. (ATL), two of the Companys subsidiaries that were previously merged into Claro Brasil. Anatel rejected Tess and ATLs calculation of the inflation-related adjustments applicable to 60% of the concessions price (which was due in three equal annual installments, subject to inflation-related adjustments and interest), claiming that the companies calculation of the inflation-related adjustments resulted in a shortfall of the installment payments. The companies have filed declaratory and consignment actions seeking the resolution of the disputes and have obtained injunctions from a federal appeals court suspending payment until the pending appeals are resolved.
The amount of the alleged shortfall as well as the method used to calculate monetary corrections are in dispute. If other methods or assumptions are applied, the amount may increase. In 2018, Anatel calculated the monetary correction in a total amount of Ps. 19,302,937 (R$ 3,800,000). As of December 31, 2018, the Company has established a provision of Ps. 3,419,668 (R$ 673,200) in the accompanying consolidated financial statements for the losses arising from these contingencies, which the Company considers probable.
III. ECUADOR
In 2014, following a regulatory claim filed in 2012 by state-owned operator Corporación Nacional de Telecomunicaciones (CNT), the Superintendency of Control of Market Power (Superintendencia de Control del Poder del Mercado, or SCPM), imposed a fine of Ps.2,724,113 (US$138,400), on Conecel for alleged monopolistic practices. CNT alleged that Conecel had exclusive rights to deploy its network in five locations and thereby prevented CNT from deploying its own network in the same locations. Conecel challenged the fine before the Administrative Dispute Tribunal (Tribunal de lo Contencioso Administrativo), denying any wrongdoing and contends that CNT had other alternative sites in the same locations where it could have deployed its network.
In 2018, the Administrative Dispute Tribunal (Tribunal de lo Contencioso Administrativo), issued a ruling in favor of Conecel, declaring the fine null and void. The SCPM filed an appeal before the National Court of Justice and the appeal was declared inadmissible by such Court on March 14, 2019; nevertheless, this decision may not be final.
17. Employee Benefits
An analysis of the net liability and net period cost for employee benefits is as follows:
At December 31, | ||||||||
2017 | 2018 | |||||||
Liability: |
||||||||
Mexico |
Ps. | 84,821,197 | Ps. | 85,517,190 | ||||
Puerto Rico |
13,962,128 | 13,986,596 | ||||||
Europe |
14,833,840 | 12,705,926 | ||||||
Brazil |
6,276,780 | 5,666,694 | ||||||
Ecuador |
403,194 | 448,608 | ||||||
|
|
|
|
|||||
Total |
Ps. 120,297,139 | Ps. | 118,325,014 | |||||
|
|
|
|
F-65
For the year ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Net period cost (benefit) |
||||||||||||
Mexico |
Ps. | 12,281,154 | Ps. | 11,586,065 | Ps. | 12,046,208 | ||||||
Puerto Rico |
1,058,131 | 776,238 | 686,067 | |||||||||
Europe |
226,447 | 385,689 | 619,039 | |||||||||
Brazil |
633,159 | 735,855 | 579,432 | |||||||||
Ecuador |
41,380 | 152,335 | 58,354 | |||||||||
|
|
|
|
|
|
|||||||
Total |
Ps. | 14,240,271 | Ps. | 13,636,182 | Ps. | 13,989,100 | ||||||
|
|
|
|
|
|
a) Defined benefit plan
The defined benefit obligation (DBO) and plan assets for the pension and other benefit obligation plans, by country, are as follows:
At December 31 | ||||||||||||||||||||||||||||||||
2017 | 2018 | |||||||||||||||||||||||||||||||
DBO | Plan Assets | Effect of asset celling |
Net employee benefit liability |
DBO | Plan Assets | Effect of asset celling |
Net employee benefit liability |
|||||||||||||||||||||||||
Mexico |
Ps. | 266,304,948 | Ps. | (182,539,376) | Ps. | | Ps. | 83,765,572 | Ps. | 247,997,060 | Ps. | (163,404,418) | Ps. | | Ps. | 84,592,642 | ||||||||||||||||
Puerto Rico |
38,711,695 | ( 24,749,567) | | 13,962,128 | 35,220,889 | ( 21,234,293) | | 13,986,596 | ||||||||||||||||||||||||
Brazil |
19,369,664 | ( 20,399,661) | 6,519,560 | 5,489,563 | 18,795,315 | ( 19,032,411) | 5,087,543 | 4,850,447 | ||||||||||||||||||||||||
Europe |
4,554,912 | | | 4,554,912 | 4,477,042 | | | 4,477,042 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
Ps. | 328,941,219 | Ps. | (227,688,604) | Ps. | 6,519,560 | Ps. | 107,772,175 | Ps. | 306,490,306 | Ps. | (203,671,122) | Ps. | 5,087,543 | Ps. | 107,906,727 | ||||||||||||||||
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
F-66
Below is a summary of the actuarial results generated for the pension and retirement plans as well as the medical services in Puerto Rico and Brazil; the pension plans and seniority premiums related to Telmex; the pension plan, the service awards plan and severance in Austria corresponding to the years ended December 31, 2016, 2017 and 2018:
At December 31, 2016 | ||||||||||||||||
DBO | Plan Assets | Effect of asset celling |
Net employee benefit |
|||||||||||||
Balance at the beginning of the year |
Ps. | 314,049,729 | Ps. | (212,234,440 | ) | Ps. | 4,823,147 | Ps. | 106,638,436 | |||||||
Current service cost |
4,606,856 | 4,606,856 | ||||||||||||||
Interest cost on projected benefit obligation |
27,275,363 | 27,275,363 | ||||||||||||||
Expected return on plan assets |
(18,972,042 | ) | (18,972,042 | ) | ||||||||||||
Changes in the asset ceiling during the period and others |
875,192 | 875,192 | ||||||||||||||
Past service costs and other |
165,851 | 165,851 | ||||||||||||||
Actuarial gain for changes in experience |
(28,867 | ) | (28,867 | ) | ||||||||||||
Actuarial loss from changes in financial assumptions |
7,784 | 7,784 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net period cost |
Ps. | 31,861,136 | Ps. | (18,806,191 | ) | Ps. | 875,192 | Ps. | 13,930,137 | |||||||
Actuarial gain for changes in experience |
(20,976,837 | ) | (20,976,837 | ) | ||||||||||||
Actuarial loss from changes in demographic assumptions |
397,985 | 397,985 | ||||||||||||||
Actuarial loss from changes in financial assumptions |
1,718,189 | 1,718,189 | ||||||||||||||
Changes in the asset ceiling during the period and others |
(754,535 | ) | (754,535 | ) | ||||||||||||
Return on plan assets greater than discount rate |
(4,724,041 | ) | (4,724,041 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Recognized in other comprehensive income |
Ps. | (18,860,663 | ) | Ps. | (4,724,041 | ) | Ps. | (754,535 | ) | Ps. | (24,339,239 | ) | ||||
Contributions made by plan participants |
255,760 | (255,760 | ) | | ||||||||||||
Contributions to the pension plan made by the Company |
(2,756,519 | ) | (2,756,519 | ) | ||||||||||||
Benefits paid |
(25,694,301 | ) | 25,517,599 | (176,702 | ) | |||||||||||
Payments to employees |
(525,612 | ) | (525,612 | ) | ||||||||||||
Effect of translation |
12,196,546 | (9,086,269 | ) | 2,139,414 | 5,249,691 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Others |
Ps. | (13,767,607 | ) | Ps. | 13,419,051 | Ps. | 2,139,414 | Ps. | 1,790,858 | |||||||
Balance at the end of the year |
313,282,595 | (222,345,621 | ) | 7,083,218 | 98,020,192 | |||||||||||
Less short-term portion |
(152,448 | ) | (152,448 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-current obligation |
Ps. | 313,130,147 | Ps. | (222,345,621) | Ps. | 7,083,218 | Ps. | 97,867,744 | ||||||||
|
|
|
|
|
|
|
|
F-67
At December 31, 2017 | ||||||||||||||||
DBO | Plan Assets | Effect of asset celling |
Net employee benefit liability |
|||||||||||||
Balance at the beginning of the year |
Ps. | 313,282,595 | Ps. | (222,345,621 | ) | Ps. | 7,083,218 | Ps. | 98,020,192 | |||||||
Current service cost |
4,285,693 | 4,285,693 | ||||||||||||||
Interest cost on projected benefit obligation |
28,922,385 | 28,922,385 | ||||||||||||||
Expected return on plan assets |
(20,916,104 | ) | (20,916,104 | ) | ||||||||||||
Changes in the asset ceiling during the period and others |
716,330 | 716,330 | ||||||||||||||
Past service costs and other |
53,032 | 53,032 | ||||||||||||||
Actuarial gain for changes in experience |
(35,145 | ) | (35,145 | ) | ||||||||||||
Actuarial gain from changes in demographic assumptions |
(85 | ) | (85 | ) | ||||||||||||
Actuarial gain from changes in financial assumptions |
(4,294 | ) | (4,294 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net period cost |
Ps. | 33,168,554 | Ps. | (20,863,072 | ) | Ps. | 716,330 | Ps. | 13,021,812 | |||||||
Actuarial loss for changes in experience |
11,671,860 | 11,671,860 | ||||||||||||||
Actuarial gain from changes in demographic assumptions |
(381,172 | ) | (381,172 | ) | ||||||||||||
Actuarial loss from changes in financial assumptions |
2,438,078 | 2,438,078 | ||||||||||||||
Changes in the asset ceiling during the period and others |
(856,188 | ) | (856,188 | ) | ||||||||||||
Return on plan assets greater than discount rate |
(2,483,430 | ) | (2,483,430 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Recognized in other comprehensive income |
Ps. | 13,728,766 | Ps. | (2,483,430 | ) | Ps. | (856,188 | ) | Ps. | 10,389,148 | ||||||
Contributions made by plan participants |
198,713 | (198,713 | ) | | ||||||||||||
Contributions to the pension plan made by the Company |
(2,697,621 | ) | (2,697,621 | ) | ||||||||||||
Benefits paid |
(18,841,754 | ) | 18,841,754 | | ||||||||||||
Payments to employees |
(9,843,743 | ) | (9,843,743 | ) | ||||||||||||
Effect of translation |
(2,579,506 | ) | 2,058,099 | (423,800 | ) | (945,207 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Others |
Ps. | (31,066,290 | ) | Ps. | 18,003,519 | Ps. | (423,800 | ) | Ps. | (13,486,571 | ) | |||||
Balance at the end of the year |
329,113,625 | (227,688,604 | ) | 6,519,560 | 107,944,581 | |||||||||||
Less short-term portion |
(172,406 | ) | (172,406 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-current obligation |
Ps. | 328,941,219 | Ps. | (227,688,604) | Ps. | 6,519,560 | Ps. | 107,772,175 | ||||||||
|
|
|
|
|
|
|
|
F-68
At December 31, 2018 | ||||||||||||||||
DBO | Plan Assests | Effect of asset celling |
Net employee benefit liability |
|||||||||||||
Balance at the beginning of the year |
Ps. | 329,113,625 | Ps. | (227,688,604 | ) | Ps. | 6,519,560 | Ps. | 107,944,581 | |||||||
Current service cost |
3,322,813 | 3,322,813 | ||||||||||||||
Interest cost on projected benefit obligation |
30,185,257 | 30,185,257 | ||||||||||||||
Expected return on plan assets |
(20,804,104 | ) | (20,804,104 | ) | ||||||||||||
Changes in the asset ceiling during the period and others |
587,373 | 587,373 | ||||||||||||||
Past service costs and other |
157,765 | 157,765 | ||||||||||||||
Actuarial gain for changes in experience |
(7,222 | ) | (7,222 | ) | ||||||||||||
Actuarial loss from changes in demographic assumptions |
134,625 | 134,625 | ||||||||||||||
Actuarial gain from changes in financial assumptions |
(24,890 | ) | (24,890 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net period cost |
Ps. | 33,610,583 | Ps. | (20,646,339 | ) | Ps. | 587,373 | Ps. | 13,551,617 | |||||||
Actuarial gain for changes in experience |
(21,283,470 | ) | (21,283,470 | ) | ||||||||||||
Actuarial loss from changes in demographic assumptions |
68,482 | 68,482 | ||||||||||||||
Actuarial gain from changes in financial assumptions |
(1,246,539 | ) | (1,246,539 | ) | ||||||||||||
Changes in the asset ceiling during the period and others |
(1,055,409 | ) | (1,055,409 | ) | ||||||||||||
Return on plan assets greater than discount rate |
23,503,296 | 23,503,296 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Recognized in other comprehensive income |
Ps. | (22,461,527 | ) | Ps. | 23,503,296 | Ps. | (1,055,409 | ) | Ps. | (13,640 | ) | |||||
Contributions made by plan participants |
173,722 | (173,722 | ) | | ||||||||||||
Contributions to the pension plan made by the Company |
(1,565,792 | ) | (1,565,792 | ) | ||||||||||||
Benefits paid |
(19,546,541 | ) | 19,546,541 | | ||||||||||||
Payments to employees |
(10,651,938 | ) | (10,651,938 | ) | ||||||||||||
Effect of translation |
(3,535,477 | ) | 3,353,498 | (963,981 | ) | (1,145,960 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Others |
Ps. | (33,560,234 | ) | Ps. | 21,160,525 | Ps. | (963,981 | ) | Ps. | (13,363,690 | ) | |||||
Balance at the end of the year |
306,702,447 | (203,671,122 | ) | 5,087,543 | 108,118,868 | |||||||||||
Less short-term portion |
(212,141 | ) | (212,141 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-current obligation |
Ps. | 306,490,306 | Ps. | (203,671,122 | ) | Ps. | 5,087,543 | Ps. | 107,906,727 | |||||||
|
|
|
|
|
|
|
|
In the case of other subsidiaries in Mexico, the net period cost (income) of other employee benefits for the years ended December 31, 2016, 2017 and 2018 was Ps. 200,455, Ps. 165,884 and Ps. ( 16,347), respectively. The balance of employee benefits at December 31, 2017 and 2018 was Ps. 1,055,625 and Ps. 924,548, respectively.
In the case of other subsidiaries in Brazil, the net period cost of other employee benefits for the years ended December 31, 2016, 2017 and 2018 was Ps. 65,101, Ps.93,742 and Ps. 98,658, respectively. The balance of employee benefits at December 31, 2017 and 2018 was Ps. 650,815 and Ps. 724,009, respectively.
In the case of Ecuador, the net period cost of other employee benefits for the years ended December 31, 2016, 2017 and 2018 was Ps. 41,380, Ps.152,335 and Ps. 58,354, respectively. The balance of employee benefits at December 31, 2017 and 2018 was Ps. 403,194 and Ps. 448,608, respectively.
F-69
Plan assets are invested in:
At December 31 | ||||||||||||||||||||||||
2017 | 2018 | |||||||||||||||||||||||
Puerto Rico | Brazil | Mexico | Puerto Rico | Brazil | Mexico | |||||||||||||||||||
Equity instruments |
37% | 6% | 61% | 37% | | 39% | ||||||||||||||||||
Debt instruments |
61% | 88% | 39% | 60% | 94% | 61% | ||||||||||||||||||
Others |
2% | 6% | | 3% | 6% | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
100% | 100% | 100% | 100% | 100% | 100% | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Included in the Telmexs net pension plan liability are plan assets of Ps. 182,539,376 and Ps. 163,404,418 as of December 31, 2017 and 2018, respectively, of which 32.0% and 30.4% during 2017 and 2018, respectively, were invested in equity and debt instruments of both América Movil and also of related parties, primarily entities that are under common control of the Companys principal shareholder. The Telmex pension plan recorded a re-measurement of its defined pension plan of Ps. 12,394,617 and Ps. (1,141,142) during 2017 and 2018, respectively, attributable to a change in actuarial assumptions, and also a decline in the fair value of plan investments from December 31, 2017 to December 31, 2018. The decrease in fair value of the aforementioned related party pension plan investments approximated Ps. 437,663 and Ps. 21,279,760 during the year ended December 31, 2017 and 2018, respectively.
The assumptions used in determining the net period cost were as follows:
2016 | 2017 | 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Puerto Rico |
Brazil | Mexico | Europe | Puerto Rico |
Brazil | Mexico | Europe | Puerto Rico |
Brazil | Mexico | Europe | |||||||||||||||||||||||||||||||||||||
Discount rate and long- term rate return |
4.16 | % | 10.84 | % | 10.70 | % | |
1.0%, 1.5% & 1.75% |
|
3.61% | 10.18 | % | 10.70% | |
1.0%, 1.5% & 2.00% |
|
4.45% | 9.10 | % | 11.81% |
|
1.25%, 1.75% & 2.00% |
| |||||||||||||||||||||||||
Rate of future salary increases |
3.50 | % | 4.85 | % | 4.50 | % | |
3.0.%, 3.9% & 4.4% |
|
2.75% | 4.50 | % | 4.50% | |
3.0.%, 3.5% & 4.4% |
|
2.75% | 4.00 | % | 3.55% |
|
3.0.%, 3.5% & 4.4% |
| |||||||||||||||||||||||||
Percentage of increase in health care costs for the coming year |
4.20 | % | 11.35 | % | 3.57% | 11.00 | % | 3.87% | 10.50 | % | ||||||||||||||||||||||||||||||||||||||
Year to which this level will be maintained |
N/A | 2017 | N/A | 2028 | N/A | 2029 | ||||||||||||||||||||||||||||||||||||||||||
Rate of increase of pensions |
3.83 | % | 1.60% | 3.83% | 1.60% | 3.47% | 1.60% | |||||||||||||||||||||||||||||||||||||||||
Employee turnover rate* |
0.0%-1.88% | 0.0%-1.72% | 0.0%-1.51% |
* | Depending on years of service |
Biometric
Puerto Rico: | ||
Mortality: | RP 2014, MSS 2018 Tables. | |
Disability: | 1985 Pension Disability Table | |
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 |
F-70
Europe
Life expectancy in Austria is base on AVÖ 2018-P Rechnungsgrundlagen für die Pensionsversicherung Pagler & Pagler (2017: AVÖ 2008-P Rechnungsgrundlagen für die Pensionsversicherung Pagler & Pagler).
Telmex | ||
Mortality: | Mexican 2000 (CNSF) adjusted | |
Disability: | Mexican Social Security adjusted by Telmex experience | |
Turnover: | Telmex experience | |
Retirement: | Telmex experience |
For the year ended December 31, 2018, the Company conducted a sensitivity analysis on the most significant variables that affect the DBO, simulating independently, reasonable changes to roughly 100 basis points in each of these variables. The increase (decrease) would have resulted in the DBO pension and other benefits at December 31, 2018 are as follows:
-100 points | +100 points | |||||||
Discount rate |
Ps. | 37,185,664 | Ps. | (38,604,684 | ) | |||
Health care cost trend rate |
Ps. | (651,697 | ) | Ps. | 761,278 |
Telmex Plans
Part of the Telmex´s employees are covered under defined benefit pension plans and seniority premiums. Pension benefits and seniority premiums are determined on the basis of compensation received by the employees in their final year of employment, their seniority, and their age at the time of retirement. Telmex has set up an irrevocable trust fund to finance these employee benefits and has adopted the policy of making contributions to such fund when it is considered necessary.
Defined benefits plan in Austria
Telekom Austria Group provides defined benefits for certain former employees in Austria. All such employees are retired and were employed prior to January 1, 1975. This unfunded plan provides benefits based on a percentage of salary and years employed, not exceeding 80% of the salary before retirement, and taking into consideration the pension provided by the social security system. Telekom Austria Group is exposed to the risk of development of life expectancy and inflation because the benefits from pension plans are lifetime benefits. Furthermore, approximately 7% of the pension benefit obligations at December 31, 2018 relate to the employees of the company Akenes in Lausanne, acquired in 2017.
Service awards in Austria
Civil servants and certain employees (together employees) are eligible to receive service awards. Under these plans, eligible employees receive a cash bonus of two months salary after 25 years of service and four months salary after 40 years of service. Employees with at least 35 years of service when retiring (at the age of 65) or who are retiring based on specific legal regulations are eligible to receive four monthly salaries. The compensation is accrued as earned over the period of service, taking into account the employee turnover rate. The risk Telekom Austria Group is exposed to is mainly the risk of development of salary increases and changes of interest rates.
Severance in Austria
Employees starting to work for Telekom Austria Group in Austria on or after 1 January 2003 are covered by a defined contribution plan. Telekom Austria Group paid Ps. 46,084 and Ps. 53,755 (1.53% of the salary) into this defined contribution plan (BAWAG Allianz Mitarbeitervorsorgekasse AG) in 2017 and 2018, respectively.
Severance benefit obligations for employees hired before 1 January 2003, excluding civil servants, are covered by defined benefit plans. Upon termination by Telekom Austria Group or retirement, eligible employees receive severance payments
F-71
equal to a multiple of their monthly compensation which comprises fixed compensation plus variable elements such as overtime or bonuses. Maximum severance is equal to a multiple of twelve times the eligible monthly compensation. In case of death, the heirs of eligible employees receive 50% of the severance benefits. Telekom Austria Group is exposed to the risk of development of salary increases and changes of interest rates.
b) The defined contribution plans (DCP)
Brazil
Claro makes contributions to the DCP through Embratel Social Security FundTelos. Contributions are computed based on the salaries of the employees, who decide on the percentage of their contributions to the plan (participants enrolled before October 31st, 2014 is from 3% to 8% and, for those subscribed after that date, the contribution is from 1% to 7% of their salaries). Claro contributes the same percentage as the employee, capped at 8% of the participants balance for the employees that are eligible to participate in this plan.
The unfunded liability represents Claros obligation for those participants that migrated from the DBP to the DCP. This liability is being paid over a term of 20 years as of January 1, 1999. Unpaid balances are adjusted monthly based on the yield of the asset portfolio at that date and is increased based on the General Price Index of Brazil plus 6 percentage points per year.
At December 31, 2017 and 2018, the balance of the DCP liability was Ps. 136,402 and Ps. 92,238, respectively.
For the years ended December 31, 2016, 2017 and 2018 the cost (income) of labor were Ps. (935), Ps. 374 and Ps. 2,377, respectively.
Europe
In Austria, pension benefits are generally provided by the social security system, for employees, and by the government, for civil servants. The contributions of 12.55% that A1 Telekom Austria Group made in 2017 and 2018 to the social security system and the government in Austria, amount to Ps. 1,309,157 and Ps.1,420,446, respectively. Contributions of the foreign subsidiaries into the respective systems range between 7% and 29% and amount to Ps. 453,641 and Ps. 518,607 in 2017 and 2018, respectively.
Additionally, Telekom Austria Group sponsors a defined contribution plan for employees of some of its Austrian subsidiaries. Telekom Austria Groups contributions to this plan are based on a percentage of the compensation not exceeding 5%. The annual expenses for this plan amounted to Ps. 258,891, Ps. 256,507 and Ps. 272,453 in 2016, 2017 and 2018, respectively.
As of December 31, 2017 and 2018 the liability related to this defined contribution plan amounted to Ps. 120,892 and Ps. 116,244, respectively.
Other countries
For the rest of the countries where the Company operates and that do not have defined benefit plans or defined contribution plans, the Company makes contributions to the respective governmental social security agencies which are recognized in results of operations as they are incurred.
F-72
Long- term direct employee benefits
Balance at December 31, 2016 |
Applications | Balance at December 31, 2017 |
||||||||||||||||||||||
Effect of translation |
Increase of the year |
Payments | Reversals | |||||||||||||||||||||
Long-term direct employee benefits |
Ps. | 11,251,499 | Ps. | 795,581 | Ps. | 771,274 | Ps. | (2,077,632 | ) | Ps. | (582,686 | ) | Ps. | 10,158,036 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2017 |
Applications | Balance at December 31, 2018 |
||||||||||||||||||||||
Effect of translation |
Increase of the year |
Payments | Reversals | |||||||||||||||||||||
Long-term direct employee benefits |
Ps. | 10,158,036 | Ps. | (493,795 | ) | Ps. | 1,750,831 | Ps. | (2,079,880 | ) | Ps. | (1,223,414 | ) | Ps. | 8,111,778 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
In 2008, a comprehensive restructuring program was initiated in the segment Austria. The provision for restructuring includes future compensation of employees who will no longer provide services for Telekom Austria Group but who cannot be laid off due to their status as civil servants. These employment contracts are onerous contracts under IAS 37, as the unavoidable cost related to the contractual obligation exceeds the future economic benefit. The restructuring program also includes social plans for employees whose employments will be terminated in a socially responsible way. In 2009 and every year from 2011 to 2018, new social plans were initiated which provide for early retirement, special severance packages and golden handshake options. Due to their nature as termination benefits, these social plans are accounted for according to IAS 19.
18. Financial Assets and Liabilities
Set out below is the categorization of the financial instruments, excluding cash and cash equivalents, held by the Company as of December 31, 2017 and 2018:
December 31, 2017 | ||||||||||||
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 |
Ps. | 12,438,019 | Ps. | | Ps. | 46,682,657 | ||||||
Accounts receivable from subscribers, distributors, contractual assets and other |
163,085,537 | | | |||||||||
Related parties |
868,230 | | | |||||||||
Derivative financial instruments |
| 8,037,384 | | |||||||||
|
|
|
|
|
|
|||||||
Total |
Ps. | 176,391,786 | Ps. | 8,037,384 | Ps. | 46,682,657 | ||||||
|
|
|
|
|
|
|||||||
Financial Liabilities: |
||||||||||||
Debt |
Ps. | 697,884,899 | Ps. | | Ps. | | ||||||
Accounts payable |
212,673,407 | | | |||||||||
Related parties |
2,540,412 | | | |||||||||
Derivative financial instruments |
| 14,359,460 | | |||||||||
|
|
|
|
|
|
|||||||
Total |
Ps. | 913,098,718 | Ps. | 14,359,460 | Ps. | | ||||||
|
|
|
|
|
|
F-73
December 31, 2018 | ||||||||||||
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 |
Ps. | 9,987,851 | Ps. | | Ps. | 39,028,083 | ||||||
Accounts receivable from subscribers, distributors, contractual assets and other |
185,202,494 | | | |||||||||
Related parties |
1,263,605 | | | |||||||||
Derivative financial instruments |
| 5,287,548 | | |||||||||
|
|
|
|
|
|
|||||||
Total |
Ps. | 196,453,950 | Ps. | 5,287,548 | Ps. | 39,028,083 | ||||||
|
|
|
|
|
|
|||||||
Financial Liabilities: |
||||||||||||
Debt |
Ps. | 638,922,453 | Ps. | | Ps. | | ||||||
Accounts payable |
221,957,267 | | | |||||||||
Related parties |
2,974,213 | | | |||||||||
Derivative financial instruments |
| 17,107,579 | | |||||||||
|
|
|
|
|
|
|||||||
Total |
Ps. | 863,853,933 | Ps. | 17,107,579 | Ps. | | ||||||
|
|
|
|
|
|
Fair value hierarchy
The Companys valuation techniques used to determine and disclose the fair value of its financial instruments are based on the following hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Variables other than quoted prices in Level 1 that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices); and
Level 3: Variables used for the asset or liability that are not based on any observable market data (non-observable variables).
The fair value for the financial assets (excluding cash and cash equivalents) and financial liabilities shown in the consolidated statements of financial position at December 31, 2017 and 2018 is as follows:
Measurement of fair value at December 31, 2017 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Equity investments at fair value through OCI and other short-term investments |
Ps. | 46,682,657 | Ps. | 12,438,019 | Ps. | | Ps. | 59,120,676 | ||||||||
Derivative financial instruments |
| 8,037,384 | | 8,037,384 | ||||||||||||
Pension plan assets |
218,518,358 | 9,039,270 | 130,976 | 227,688,604 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps. | 265,201,015 | Ps. | 29,514,673 | Ps. | 130,976 | Ps. | 294,846,664 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Debt |
Ps. | 691,769,785 | Ps. | 63,147,153 | Ps. | | Ps. | 754,916,938 | ||||||||
Derivative financial instruments |
| 14,359,460 | | 14,359,460 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps. | 691,769,785 | Ps. | 77,506,613 | Ps. | | Ps. | 769,276,398 | ||||||||
|
|
|
|
|
|
|
|
F-74
Measurement of fair value at December 31, 2018 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Equity investments at fair value through OCI and other short-term investments |
Ps. | 39,028,083 | Ps. | 9,987,851 | Ps. | | Ps. | 49,015,934 | ||||||||
Derivative financial instruments |
| 5,287,548 | | 5,287,548 | ||||||||||||
Pension plan assets |
186,557,731 | 17,096,344 | 17,047 | 203,671,122 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps. | 225,585,814 | Ps. | 32,371,743 | Ps. | 17,047 | Ps. | 257,974,604 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities: |
||||||||||||||||
Debt |
Ps. | 594,713,342 | Ps. | 99,723,251 | Ps. | | Ps. | 694,436,593 | ||||||||
Derivative financial instruments |
17,107,579 | | 17,107,579 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
Ps. | 594,713,342 | Ps. | 116,830,830 | Ps. | | Ps. | 711,544,172 | ||||||||
|
|
|
|
|
|
|
|
Fair value of derivative financial instruments is valued using valuation techniques with market observable inputs. To determine its Level 2 fair value, the Company applies different valuation techniques including forward pricing and swaps models, using present value calculations. The models incorporate various inputs including credit quality of counterparties, foreign exchange spot and forward rates and interest rate curves. Fair value of debt Level 2 has been determined using a model based on present value calculation incorporating credit quality of AMX. The Companys investment in equity investments at fair value, specifically the investment in KPN, is valued using the quoted prices (unadjusted) in active markets for identical assets. The net realized gain related to derivative financial instruments for the years ended December 31, 2017 and 2018 was Ps. 1,515,668 and Ps. 5,286,290, respectively.
For the years ended December 31, 2016, 2017 and 2018, no transfers were made between Level 1 and Level 2 fair value measurement hierarchies.
Changes in liabilities arising from financing activities
At January 1, 2017 |
Cash flow | Foreign currency exchange and other |
At December 31, 2017 |
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Total liabilities from financing activities |
Ps. | 707,801,403 | Ps. | (27,433,489 | ) | Ps. | 17,516,985 | Ps. | 697,884,899 | |||||||
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At January 1, 2018 |
Cash flow | Foreign currency exchange and other |
At December 31, 2018 |
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Total liabilities from financing activities |
Ps. | 697,884,899 | Ps. | (34,050,923 | ) | Ps. | (24,911,523 | ) | Ps. | 638,922,453 | ||||||
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19. Shareholders Equity
a) Pursuant to the Companys bylaws, the capital stock of the Company consists of a minimum fixed portion of Ps. $270,049 (nominal amount), represented by a total of 71,063,212,170 shares (including treasury shares available for placement in accordance with the provisions of the Ley del Mercado de Valores), of which (i) 20,601,632,660 are AA shares (full voting rights); (ii) 558,677,704 are A shares (full voting rights); and (iii) 49,902,901,806 are L shares (limited voting rights).
b) As of December 31, 2018 and 2017, the Companys capital structure was represented by 66,034,792,526 (20,601,632,660 AA shares, 546,112,938 A shares and 44,887,046,928 L shares), and 66,069,035,539 (20,601,632,660 AA shares, 566,661,526 A shares and 44,900,741,353 L shares), respectively, not including treasury shares.
F-75
c) As of December 31, 2018 and 2017, the Companys treasury held for placement in accordance with the provisions of the Ley del Mercado de Valores and the Disposiciones de carácter general aplicables a las emisoras de valores y a otros participantes en el Mercado de valores issued by the Comisión Nacional Bancaria y de Valores, a total amount of 5,028,419,644 shares (5,028,399,396 L shares and 20,248 A shares); and 29,420,688,657 shares (29,419,120,359 L shares and 1,568,298 A shares), respectively, all acquired pursuant to the Companys share repurchase program.
d) The holders of AA and A shares are entitled to full voting rights. The holders of L shares may only vote in limited circumstances, and they are only entitled to appoint two members of the Board of Directors and their respective alternates. The matters in which L shares holders are entitled to vote are the following: extension of the Company´s corporate life, dissolution of the Company, change of Companys corporate purpose, change of nationality of the Company, transformation of the Company, a merger with another company, any transaction representing 20% or more of the Companys consolidated assets, as well as the cancellation of the inscription of the shares issued by the Company at the Registro Nacional de Valores and any other foreign stock exchanges where they may be registered, except for quotation systems or other markets not organized as stock exchanges. Within their respective series, all shares confer the same rights to their holders.
The Companys bylaws contain restrictions and limitations related to the subscription and acquisition of AA shares by non-Mexican investors.
e) Pursuant to the Companys bylaws, AA shares must at all times represent no less than 20% and no more than 51% of the Companys capital stock, and they shall also represent at all times, no less than 51% of the common shares (entitled to full voting rights, represented by AA and A shares) representing said capital stock.
A shares, which may be freely subscribed, must not represent more than 19.6% of capital stock and must not exceed 49% of the common shares representing such capital. Common shares (entitled to full voting rights, represented by AA and A shares), must represent no more than 51% of the Companys capital stock.
Lastly, L shares which have limited voting rights and may be freely subscribed may not exceed, along with A shares, 80% of the Companys capital stock. For purposes of determining these restrictions, the percentages mentioned above refer only to the number of the Companys shares outstanding.
Dividends
On April 16, 2018, the Companys shareholders approved, among other resolutions, the payment of a dividend of Ps. $0.32 (thirty-two peso cents) per share to each of the shares series of its capital stock AA, A and L. Such dividend was paid in two installments of Ps. $0.16 (sixteen peso cents) each, on July 16 and November 12, 2018 respectively.
On April 5, 2017, the Companys shareholders approved, among other resolutions, the payment of a dividend of Ps. $0.30 (thirty peso cents) per share to each of the shares series of its capital stock AA, A and L, such dividend was payable, at each share holders election, in cash, L series shares or a combination thereof, in two installments of Ps. $0.15 (fifteen peso cents) each, on July 17 and November 13, 2017 respectively. As a result of the shareholders elections, on July 17, 2017 and November 13, 2017, AMX placed into circulation 325,264,125 and 16,905,414 series L shares, respectively.
Legal Reserve
According to the Ley General de Sociedades Mercantiles, companies must allocate from the net profit of each year, at least 5% to increase the legal reserve until it reaches 20% of its capital stock. This reserve may not be distributed to shareholders during the existence of the Company, except as a stock dividend. As of December 31, 2018 and 2017, the legal reserve amounted Ps. 358,440.
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Restrictions on Certain Transactions
Pursuant to the Companys bylaws any transfer of more than 10% of the full voting shares (A shares and AA shares), effected in one or more transactions by any person or group of persons acting in concert, requires prior approval by our Board of Directors. If the Board of Directors denies such approval, however, the Company bylaws require it to designate an alternate transferee, who must pay market price for the shares as quoted on the Bolsa Mexicana de Valores, S.A.B. de C.V.
Payment of Dividends
Dividends, either in cash or in kind, paid with respect to the A Shares, L Shares, A Share ADSs or L Share ADSs will generally be subject to a 10% Mexican withholding tax (provided that no Mexican withholding tax will apply to distributions of net taxable profits generated before 2015). 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.
Earnings per Share
The following table shows the computation of the basic and diluted earnings per share:
For the years ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Net profit for the period attributable |
Ps. | 8,649,427 | Ps. | 29,325,921 | Ps. | 52,566,197 | ||||||
Weighted average shares (in millions) |
65,693 | 65,909 | 66,055 | |||||||||
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Earnings per share attributable to |
0.13 | 0.44 | 0.79 | |||||||||
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Subordinated Perpetual Fixed Rate Bond
On January 3, 2018, the Company decided to call and redeem the Telekom Austria subordinated perpetual Fixed Rate Bond (hybrid bond) amounting to 600 million of Euros, according to the terms and conditions of the bond, at its nominal value plus all interest on February 1, 2018, the first call date. The Company paid an amount of Ps 13,440,120.
20. Components of other comprehensive (loss) income
The movement on the components of the other comprehensive (loss) income for the years ended December 31, 2016, 2017 and 2018 is as follows:
For the years ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Controlling interest: |
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Valuation of the derivative financial instruments, net of deferred taxes |
Ps. | 48,496 | Ps. | 12,292 | Ps. | | ||||||
Unrealized (loss) gain on equity investments at fair value, net of deferred taxes |
(6,673,731 | ) | 622,424 | (3,765,688 | ) | |||||||
Translation effect of foreign entities |
104,178,880 | (21,683,333 | ) | (61,223,458 | ) | |||||||
Remeasurement of defined benefit plan, net of deferred taxes |
14,771,770 | (7,075,606 | ) | 652,722 | ||||||||
Non-controlling interest of the items above |
3,322,090 | 3,402,973 | (2,986,018 | ) | ||||||||
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Other comprehensive (loss) income |
Ps. | 115,647,505 | Ps. | (24,721,250 | ) | Ps. | (67,322,442 | ) | ||||
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21. Valuation of derivatives, interest cost from labor obligations and other financial items, net
For the years ended December 31, 2016, 2017 and 2018, valuation of derivatives and other financial items are as follows:
For the years ended December 31, | ||||||||||||
2016 | 2017 | 2018 | ||||||||||
Controlling interest: |
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(Loss) gain in valuation of derivatives, net |
Ps. | (9,622,233 | ) | Ps. | 8,192,567 | Ps. | (4,686,407 | ) | ||||
Capitalized interest expense (Note 10 d) |
2,861,307 | 2,875,034 | 2,020,288 | |||||||||
Commissions |
(2,034,972 | ) | (1,263,701 | ) | (1,901,473 | ) | ||||||
Interest cost of labor obligations (Note 17) |
(9,178,513 | ) | (8,722,611 | ) | (9,968,526 | ) | ||||||
Interest expense on taxes |
(245,922 | ) | (1,503,981 | ) | (555,921 | ) | ||||||
Dividend received (Note 4) |
5,740,092 | 2,385,559 | 2,605,333 | |||||||||
Gain on net monetary positions (Note 2i, c) |
| | 4,429,145 | |||||||||
Other financial cost |
(3,745,600 | ) | (3,906,627 | ) | (2,118,755 | ) | ||||||
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Total |
Ps. | (16,225,841 | ) | Ps. | (1,943,760 | ) | Ps. | (10,176,316 | ) | |||
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22. Segments
América Móvil operates in different countries. As mentioned in Note 1, the Company has operations in Mexico, Guatemala, Nicaragua, Ecuador, El Salvador, Costa Rica, Brazil, Argentina, Colombia, United States, Honduras, Chile, Peru, Paraguay, Uruguay, Dominican Republic, Puerto Rico, Panama, Austria, Croatia, Bulgaria, Belarus, Macedonian, Serbia and Slovenia. The accounting policies for the segments are the same as those described in Note 2.
The Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), analyzes the financial and operating information by operating segment. All operating segments that (i) represent more than 10% of consolidated revenues, (ii) more than the absolute amount of its reported 10% of profits before income tax or (iii) more than 10% of consolidated assets, are presented separately.
The Company presents the following reportable segments for the purposes of its consolidated financial statements: Mexico (includes Telcel and Corporate operations and assets), Telmex (Mexico), Brazil, Southern Cone (includes Argentina, Chile, Paraguay and Uruguay), Central America (includes Guatemala, El Salvador, Honduras, Nicaragua, Costa Rica and Panama), U.S.A. (excludes Puerto Rico), Caribbean (includes Dominican Republic and Puerto Rico), and Europe (includes Austria, Bulgaria, Croatia, Belarus, Slovenia, Macedonia and Serbia).
The segment Southern Cone comprises mobile communication services in Argentina as well as Chile, Paraguay and Uruguay. In 2018, hyperinflation accounting in accordance with IAS 29 was initially applied to Argentina, which results in the restatement of non-monetary assets, liabilities and all items of the statements of comprehensive income for the change in a general price index and the translation of these items applying the year-end exchange rate. In accordance with IFRS comparative amounts for 2016 and 2017 were not restated.
The Company considers that the quantitative and qualitative aspects of any aggregated operating segments (that is, Central America and Caribbean reportable segments) are similar in nature for all periods presented. In evaluating the appropriateness of aggregating operating segments, the key indicators considered included but were not limited to: (i) the similarity of key financial statements measures and trends, (ii) all entities provide telecommunications services, (iii) similarities of customer base and services, (iv) the methods to distribute services are the same, based on telephone plant in both cases, wireless and fixed lines, (v) similarities of governments and regulatory entities that oversee the activities and services of telecom companies, (vi) inflation trends, and (vii) currency trends.
F-78
Mexico | Telmex | Brazil | Southern Cone | Colombia | Andean | Central America |
U.S.A. | Caribbean | Europe | Eliminations | Consolidated total |
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At December 31 2016 (in Ps.): |
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External revenues |
187,127,903 | 93,343,612 | 193,796,237 | 71,553,356 | 67,330,768 | 55,825,972 | 42,131,666 | 140,856,365 | 36,467,781 | 86,978,828 | | 975,412,488 | ||||||||||||||||||||||||||||||||||||
Intersegment revenues |
16,438,858 | 8,872,248 | 3,560,388 | 776,719 | 257,767 | 304,834 | 289,465 | | 30,210 | | (30,530,489 | ) | | |||||||||||||||||||||||||||||||||||
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Total revenues |
203,566,761 | 102,215,860 | 197,356,625 | 72,330,075 | 67,588,535 | 56,130,806 | 42,421,131 | 140,856,365 | 36,497,991 | 86,978,828 | (30,530,489 | ) | 975,412,488 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization |
16,451,496 | 17,150,013 | 47,170,935 | 9,739,634 | 11,283,749 | 7,764,474 | 10,474,681 | 1,073,623 | 5,225,498 | 22,525,050 | (333,232 | ) | 148,525,921 | |||||||||||||||||||||||||||||||||||
Operating income |
48,219,505 | 12,275,892 | 6,325,323 | 8,317,053 | 11,209,959 | 6,086,638 | 3,830,974 | 1,220,601 | 6,143,183 | 5,388,595 | 592,587 | 109,610,310 | ||||||||||||||||||||||||||||||||||||
Interest income |
28,659,372 | 303,915 | 3,747,684 | 2,649,539 | 104,304 | 944,945 | 462,779 | 239,797 | 691,132 | 286,784 | (33,897,656 | ) | 4,192,595 | |||||||||||||||||||||||||||||||||||
Interest expense |
32,004,944 | 1,135,552 | 22,970,335 | 5,049,457 | 1,079,989 | 1,147,380 | 411,597 | | 143,322 | 2,953,033 | (33,033,597 | ) | 33,862,012 | |||||||||||||||||||||||||||||||||||
Income tax |
2,502,242 | 921,803 | (4,294,040 | ) | 2,021,090 | 4,456,750 | 1,768,066 | 3,291,776 | 767,295 | 2,542,080 | (2,578,206 | ) | | 11,398,856 | ||||||||||||||||||||||||||||||||||
Equity interest in net income |
67,472 | 116,368 | (270 | ) | (23,319 | ) | | | 171 | | | 29,528 | | 189,950 | ||||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent |
378,150 | 902,282 | (10,357,493 | ) | 3,765,015 | 4,022,633 | 3,621,863 | 538,890 | 987,790 | 3,318,960 | 7,065,769 | (5,594,432 | ) | 8,649,427 | ||||||||||||||||||||||||||||||||||
Assets by segment |
1,070,598,204 | 161,133,722 | 461,831,754 | 140,617,162 | 103,361,235 | 113,839,981 | 80,832,029 | 42,812,349 | 93,941,695 | 227,288,156 | (981,214,013 | ) | 1,515,042,274 | |||||||||||||||||||||||||||||||||||
Plant, property and equipment, net |
64,893,242 | 112,220,236 | 203,270,555 | 67,023,143 | 59,690,886 | 37,716,772 | 41,808,573 | 1,949,166 | 33,854,428 | 78,763,065 | | 701,190,066 | ||||||||||||||||||||||||||||||||||||
Goodwill |
27,186,328 | 213,926 | 26,106,622 | 3,006,448 | 14,659,891 | 5,948,335 | 5,652,268 | 3,464,217 | 14,186,723 | 52,207,877 | | 152,632,635 | ||||||||||||||||||||||||||||||||||||
Trademarks, net |
615,318 | 307,881 | 366,727 | | 194 | | | 788,228 | 284,665 | 10,203,880 | | 12,566,893 | ||||||||||||||||||||||||||||||||||||
Licenses and rights, net |
5,887,092 | 42,867 | 41,496,209 | 8,760,860 | 4,603,793 | 12,882,210 | 3,993,120 | | 7,694,798 | 30,670,315 | | 116,031,264 | ||||||||||||||||||||||||||||||||||||
Investment in associated companies |
7,605,220 | 2,218,824 | 699 | 81,284 | 470 | | 17,390 | | | 1,072,778 | (7,393,181 | ) | 3,603,484 | |||||||||||||||||||||||||||||||||||
Liabilities by segments |
798,044,609 | 117,663,161 | 349,915,118 | 124,149,687 | 40,811,337 | 52,949,608 | 38,095,161 | 41,369,767 | 44,790,656 | 121,928,202 | (485,698,799 | ) | 1,244,018,507 | |||||||||||||||||||||||||||||||||||
At December 31, 2017 (in Ps.): |
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External revenues |
190,022,612 | 89,731,238 | 210,536,673 | 81,092,885 | 72,435,460 | 56,393,595 | 44,094,835 | 148,589,487 | 35,092,578 | 93,644,172 | | 1,021,633,535 | ||||||||||||||||||||||||||||||||||||
Intersegment revenues |
16,748,428 | 8,753,525 | 4,785,601 | 1,250,983 | 304,555 | 177,856 | 187,086 | 44 | 122,656 | | (32,330,734 | ) | | |||||||||||||||||||||||||||||||||||
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Total revenues |
206,771,040 | 98,484,763 | 215,322,274 | 82,343,868 | 72,740,015 | 56,571,451 | 44,281,921 | 148,589,531 | 35,215,234 | 93,644,172 | (32,330,734 | ) | 1,021,633,535 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization |
17,030,251 | 18,902,238 | 51,486,652 | 10,639,591 | 12,373,790 | 8,328,705 | 9,668,439 | 1,594,727 | 5,349,757 | 25,222,962 | (422,170 | ) | 160,174,942 | |||||||||||||||||||||||||||||||||||
Operating income (loss) |
50,666,028 | 7,921,524 | 11,601,369 | 11,676,427 | (4,704,165 | ) | 5,650,477 | 5,252,401 | 2,915,123 | 4,752,168 | 4,523,857 | (111,906 | ) | 100,143,303 | ||||||||||||||||||||||||||||||||||
Interest income |
30,083,437 | 619,748 | 3,792,242 | 2,884,613 | 211,521 | 1,793,974 | 1,064,992 | 394,196 | 1,111,980 | 307,021 | (39,338,076 | ) | 2,925,648 | |||||||||||||||||||||||||||||||||||
Interest expense |
32,185,868 | 1,028,593 | 23,578,083 | 4,637,989 | 1,955,688 | 1,573,929 | 485,684 | | 377,727 | 2,035,716 | (37,558,496 | ) | 30,300,781 | |||||||||||||||||||||||||||||||||||
Income tax |
18,142,482 | 387,145 | (2,991,377 | ) | 3,535,302 | (1,874,594 | ) | 1,806,085 | 2,025,618 | 1,803,555 | 3,529,253 | (1,417,358 | ) | (4,600 | ) | 24,941,511 | ||||||||||||||||||||||||||||||||
Equity interest in net income (loss) of associated companies |
99,044 | 16,564 | (232 | ) | (9,801 | ) | | | | | | (14,190 | ) | | 91,385 | |||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent |
26,321,442 | 184,387 | (6,617,381 | ) | 4,421,938 | (6,209,530 | ) | 1,595,382 | 3,713,301 | 1,793,875 | 1,262,073 | 5,656,132 | (2,795,698 | ) | 29,325,921 | |||||||||||||||||||||||||||||||||
Assets by segment |
1,033,036,406 | 170,402,561 | 428,281,963 | 133,136,177 | 108,362,023 | 113,478,626 | 81,529,691 | 40,761,830 | 88,672,466 | 203,858,243 | (915,308,134 | ) | 1,486,211,852 | |||||||||||||||||||||||||||||||||||
Plant, property and equipment, net |
59,137,555 | 109,713,770 | 187,459,628 | 69,006,093 | 57,060,931 | 35,930,966 | 39,050,481 | 1,693,642 | 32,173,524 | 85,116,608 | | 676,343,198 | ||||||||||||||||||||||||||||||||||||
Goodwill |
27,102,384 | 213,926 | 24,708,739 | 3,073,444 | 13,981,033 | 6,113,495 | 5,597,990 | 3,341,956 | 14,186,723 | 53,143,542 | | 151,463,232 | ||||||||||||||||||||||||||||||||||||
Trademarks, net |
406,723 | 274,786 | 246,557 | | | | | 631,024 | 262,641 | 8,116,076 | | 9,937,807 | ||||||||||||||||||||||||||||||||||||
Licenses and rights, net |
11,457,720 | 13,175 | 35,662,305 | 8,885,086 | 4,197,498 | 11,295,202 | 3,376,106 | | 7,276,039 | 31,141,255 | | 113,304,386 | ||||||||||||||||||||||||||||||||||||
Investment in associated companies |
469,662 | 546,872 | 640 | 63,110 | 451 | | 16,999 | | | 806,950 | 1,830,488 | 3,735,172 | ||||||||||||||||||||||||||||||||||||
Liabilities by segments |
794,598,013 | 133,428,178 | 322,620,030 | 119,123,646 | 54,756,152 | 48,656,628 | 35,501,900 | 38,249,957 | 43,978,410 | 119,240,533 | (484,575,112 | ) | 1,225,578,335 |
F-79
At December 31, 2018 (in Ps.): |
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External revenues |
207,610,244 | 86,339,289 | 188,712,666 | 89,149,978 | 75,460,428 | 55,633,192 | 44,883,585 | 153,266,315 | 36,435,541 | 100,716,443 | | 1,038,207,681 | ||||||||||||||||||||||||||||||||||||
Intersegment revenues |
16,946,543 | 9,741,908 | 4,593,760 | 13,200,358 | 344,517 | 154,082 | 149,445 | | 204,294 | | (45,334,907 | ) | | |||||||||||||||||||||||||||||||||||
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Total revenues |
224,556,787 | 96,081,197 | 193,306,426 | 102,350,336 | 75,804,945 | 55,787,274 | 45,033,030 | 153,266,315 | 36,639,835 | 100,716,443 | (45,334,907 | ) | 1,038,207,681 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization |
17,619,342 | 18,358,248 | 42,857,751 | 13,526,361 | 13,464,867 | 8,516,960 | 8,940,655 | 1,545,395 | 5,036,831 | 26,838,972 | (992,802 | ) | 155,712,580 | |||||||||||||||||||||||||||||||||||
Operating income (loss) |
57,450,599 | 8,085,764 | 23,494,903 | 16,975,797 | 14,388,552 | 5,003,915 | 4,867,763 | 2,665,270 | 5,811,846 | 4,731,562 | (3,918,800 | ) | 139,557,171 | |||||||||||||||||||||||||||||||||||
Interest income |
26,578,280 | 420,380 | 11,303,888 | 2,251,474 | 1,013,839 | 1,666,879 | 1,566,086 | 559,548 | 1,458,874 | 122,133 | (36,295,212 | ) | 10,646,169 | |||||||||||||||||||||||||||||||||||
Interest expense |
32,526,258 | 1,153,913 | 20,377,191 | 4,338,941 | 2,913,881 | 1,719,663 | 509,081 | | 561,867 | 1,973,431 | (34,302,793 | ) | 31,771,433 | |||||||||||||||||||||||||||||||||||
Income tax |
28,842,505 | 643,377 | 4,026,444 | 1,390,039 | 2,251,877 | 2,498,666 | 2,533,600 | 810,898 | 2,774,204 | 707,093 | (1,624 | ) | 46,477,079 | |||||||||||||||||||||||||||||||||||
Equity interest in net income (loss) of associated companies |
(5,962 | ) | 44,965 | (152 | ) | (20,871 | ) | | | | | | (17,713 | ) | | 267 | ||||||||||||||||||||||||||||||||
Net profit (loss) attributable to equity holders of the parent |
23,185,029 | (2,201,572 | ) | 3,530,653 | 6,065,703 | 9,165,801 | 1,730,933 | 2,821,733 | 2,820,505 | 3,644,697 | 3,809,694 | (2,006,979 | ) | 52,566,197 | ||||||||||||||||||||||||||||||||||
Assets by segment |
970,564,314 | 174,461,398 | 390,791,480 | 127,946,573 | 111,975,598 | 96,347,779 | 81,640,157 | 38,814,907 | 102,531,547 | 186,135,358 | (851,985,719 | ) | 1,429,223,392 | |||||||||||||||||||||||||||||||||||
Plant, property and equipment, net |
56,056,634 | 103,737,293 | 173,197,708 | 62,988,635 | 51,422,548 | 35,800,477 | 37,146,601 | 1,356,237 | 38,011,242 | 80,421,642 | (138,297 | ) | 640,000,720 | |||||||||||||||||||||||||||||||||||
Goodwill |
27,104,632 | 215,381 | 21,388,124 | 2,796,759 | 12,770,380 | 5,242,365 | 5,466,871 | 3,328,533 | 14,186,723 | 53,066,729 | | 145,566,497 | ||||||||||||||||||||||||||||||||||||
Trademarks, net |
227,774 | 243,556 | 124,910 | | | | | 507,033 | 249,984 | 3,313,948 | | 4,667,205 | ||||||||||||||||||||||||||||||||||||
Licenses and rights, net |
10,573,147 | | 25,873,910 | 12,555,496 | 3,400,235 | 9,651,582 | 3,605,416 | | 10,294,336 | 27,344,273 | | 103,298,395 | ||||||||||||||||||||||||||||||||||||
Investment in associated companies |
5,621,661 | 563,667 | 543 | 20,697 | 412 | | 24,262 | | | 748,674 | (3,847,209 | ) | 3,132,707 | |||||||||||||||||||||||||||||||||||
Liabilities by segments |
748,965,728 | 136,993,838 | 298,308,084 | 94,550,901 | 56,211,438 | 50,064,761 | 28,592,953 | 35,552,678 | 58,716,154 | 117,214,746 | (441,820,311 | ) | 1,183,350,970 |
F-80
23. Recently Issued Accounting Standards
New standards, amendments and interpretations not yet effective
The estimated impact and evaluation of the recently issued accounting standards not yet in effect as of December 31, 2018 are as follow:
IFRS 16, Leases
In January 2016, the IASB issued the new accounting standard, IFRS 16 Leases. The fundamental changes in this new standard affect the lessees recognition of leases in the financial statements. Generally, all leases have to be recognized based on the right of use approach.
IFRS 16 replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases- Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees leases of low-value assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognize a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.
Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
Lessor accounting under IFRS 16 is substantially unchanged from todays accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.
IFRS 16, which is effective for annual periods beginning on January 1, 2019, requires lessees and lessors to make more extensive disclosures than under IAS 17.
Transition to IFRS 16
The Company will adopt the IFRS 16 using the modified retrospectively method with the date of initial applications on January 1, 2019. Moreover, the Company will apply the new requirements regarding IFRS 16 to all contracts identified as leases under the current accounting standard and reassessed all services, in order to identify lease components or an implicit accounting lease within these contracts.
The Company will elect to use the exemptions applicable to the standard on lease contracts for which the lease terms ends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is of low value. The Company has leases of certain office equipment (i.e., personal computers, printing and photocopying machines, mainly) that are considered low value assets.
The Company identified a significant number of lease assets such as towers, physical facilities (office buildings, stores and sites, mainly), circuits, among others. The implementation of IFRS 16 required a significant effort due to the fact of the need to make certain estimates, such as the leases term, based on the non-cancelable period and the periods covered by options to extend the lease. AMX extended the lease terms beyond the non-cancelable period only when it was reasonably certain to extend it. The reasonability of the extension is affected on several factors, such as regulation, business model, and geographical business strategies.
F-81
AMX expects that the changes in the implementation of IFRS 16 will have a significant impact on its financial statements from the date of adoption. The Company expects that the opening balances at the date of initial application will increase in right of use assets and lease liabilities between Ps.113,000,000 and Ps.132,000,000 without a material impact in equity.
Estimated initial impact are based on the assessment conducted to date and could have a difference because of the lease borrowing rate and the volume of contracts considered in the implementation process. The new accounting policies will not be final until the Company presents its first financial statements subsequent to the effective date of IFRS 16.
IFRS 17 Insurance Contracts
In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts (IFRS 4) that was issued in 2005. IFRS 17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. A few scope exceptions will apply. The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers. In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies, IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects. The core of IFRS 17 is the general model, supplemented by:
| A specific adaptation for contracts with direct participation features (the variable fee approach) |
| A simplified approach (the premium allocation approach) mainly for short-duration contracts |
IFRS 17 is effective for reporting periods beginning on or after 1 January 2021, with comparative figures required.
Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17.
The company is evaluating the effects, however, it does not expect the adoption of this standard to have a significant impact.
IFRIC Interpretation 23 Uncertainty over Income Tax Treatment
The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments.
The Interpretation specifically addresses the following:
| Whether an entity considers uncertain tax treatments separately |
| The assumptions an entity makes about the examination of tax treatments by taxation authorities |
| How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates |
| How an entity considers changes in facts and circumstances |
An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be
F-82
followed. The interpretation is effective for annual reporting periods beginning on or after 1 January 2019, but certain transition reliefs are available. The Company will apply the interpretation from its effective date. The Company will establish the processes and procedures to obtain the necessary information to apply the Interpretation in a timely manner.
The company estimates that the adoption of this standard will not have a significant impact on its consolidated financial statements.
Amendments to IFRS 9: Prepayment Features with Negative Compensation
Under IFRS 9, a debt instrument can be measured at amortized cost or at fair value through other comprehensive income, provided that the contractual cash flows are solely payments of principal and interest on the principal amount outstanding (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to IFRS 9 clarify that a financial asset passes the SPPI criterion regardless of the event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract.
The amendments should be applied retrospectively and are effective from 1 January 2019, with earlier application permitted. These amendments have no impact on the consolidated financial statements of the Company.
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Company will apply these amendments when they become effective.
Amendments to IAS 19: Plan Amendment, Curtailment or Settlement
The amendments to IAS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to:
| Determine current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event. |
| Determine net interest for the remainder of the period after the plan amendment, curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event; and the discount rate used to remeasure that net defined benefit liability (asset). |
The amendments also clarify that an entity first determines any past service cost, or a gain or loss on settlement, without considering the effect of the asset ceiling. This amount is recognized in profit or loss.
An entity then determines the effect of the asset ceiling after the plan amendment, curtailment or settlement. Any change in that effect, excluding amounts included in the net interest, is recognized in other comprehensive income.
F-83
The amendments apply to plan amendments, curtailments, or settlements occurring on or after the beginning of the first annual reporting period that begins on or after 1 January 2019, with early application permitted. These amendments will apply only to any future plan amendments, curtailments, or settlements of the Company.
Amendments to IAS 28: Long-term interests in associates and joint ventures
The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). This clarification is relevant because it implies that the expected credit loss model in IFRS 9 applies to such long-term interests.
The amendments also clarified that, in applying IFRS 9, an entity does not take account of any losses of the associate or joint venture, or any impairment losses on the net investment, recognized as adjustments to the net investment in the associate or joint venture that arise from applying IAS 28 Investments in Associates and Joint Ventures.
The amendments should be applied retrospectively and are effective from 1 January 2019, with early application permitted. Since the Company does not have such long-term interests in its associate and joint venture, the amendments will not have an impact on its consolidated financial statements.
Annual Improvements 2015-2017 Cycle (issued in December 2017)
These improvements include:
IFRS 3 Business Combinations
The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation.
An entity applies those amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted.
These amendments will apply on future business combinations of the Company.
IFRS 11 Joint Arrangements
A party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined in IFRS 3. The amendments clarify that the previously held interests in that joint operation are not remeasured.
An entity applies those amendments to transactions in which it obtains joint control on or after the beginning of the first annual reporting period beginning on or after 1 January 2019, with early application permitted. These amendments are currently not applicable to the Company but may apply to future transactions.
IAS 12 Income Taxes
The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognizes the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events.
F-84
An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019, with early application is permitted. When an entity first applies those amendments, it applies them to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period. Since the Company´s current practice is in line with these amendments, the Company does not expect any effect on its consolidated financial statements.
IAS 23 Borrowing Costs
The amendments clarify that an entity treats as part of general borrowings any borrowing originally made to develop a qualifying asset when substantially all of the activities necessary to prepare that asset for its intended use or sale are complete.
An entity applies those amendments to borrowing costs incurred on or after the beginning of the annual reporting period in which the entity first applies those amendments. An entity applies those amendments for annual reporting periods beginning on or after 1 January 2019, with early application permitted. Since the Company´s current practice is in line with these amendments, the Company does not expect any effect on its consolidated financial statements.
24. Subsequent Events
(a) On January 24, 2019, the Company acquired from Telefónica S.A. and certain of its affiliates (Telefónica), 100% of Telefónica Móviles Guatemala, S.A. (Telefónica Guatemala), and has entered into an agreement to acquire 99.3% of Telefónica Móviles El Salvador, S.A. de C.V. (Telefónica El Salvador). The Telefónica Guatemala acquisition has been completed on this date. The completion of the acquisition of Telefónica El Salvador is subject to certain customary closing conditions, including regulatory approval. The purchase price paid for Telefónica Guatemala was Ps. 6,326,068 (US$333,000 ). The agreed upon purchase price for Telefónica El Salvador is Ps. 5,984,118 (US$315,000). The acquired companies provide mobile and fixed telecommunications services, including voice, data and Pay TV in El Salvador and Guatemala.
(b) On March 18, 2019, the Company announced that it has entered into an agreement to acquire from NII Holdings, Inc. and certain of its affiliates (NII) and AI Brazil Holdings B.V. 100% of Nextel Telecomunicações Ltda. (Nextel Brazil).
The completion of the acquisition is subject to certain customary closing conditions, including regulatory approval from Agência Nacional de Telecomunicações Anatel and Conselho Administrativo de Defesa Econômica CADE. The transaction is also subject to the approval at a stockholders meeting of NII shareholders holding a majority of the outstanding shares of NII. The agreed purchase price for Nextel Brazil is Ps. 17,487,578 (US$905,000) on a cash free / debt free basis.
Nextel Brazil provides nationwide mobile telecommunications services.
25. Supplemental Guarantor Information
Condensed Consolidating Financial Information
The following consolidating information presents condensed consolidating statements of financial position as of December 31, 2017 and 2018 and condensed consolidating statements of comprehensive income and cash flows for each of the three years in the period ended December 31, 2018 of the Company and Telcel (the wholly-owned Guarantor Subsidiary). The unconsolidated financial statements of América Móvil and Telcel reflect their investments in subsidiaries on the basis of the equity method. These unconsolidated entities are the Guarantors of most of América Móvils consolidated obligations. The guarantees of the Guarantor are full and unconditional.
F-85
The Companys consolidating condensed financial information for the (i) Company; (ii) its wholly-owned guarantor subsidiary Telcel (on standalone basis), which is a wholly and unconditional guarantor under the Senior Notes; (iii) the combined non-guarantor subsidiaries; iv) eliminations and v) the Companys consolidated financial statements are as follows:
Condensed consolidating statements of financial position
As of December 31, 2017 | ||||||||||||||||||||
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Assets: |
| |||||||||||||||||||
Cash and cash equivalents |
Ps. | 7,018,559 | Ps. | 3,553,352 | Ps. | 13,698,562 | Ps. | | Ps. | 24,270,473 | ||||||||||
Equity investments at fair value through OCI and other short-term investments |
10,303,535 | | 48,817,141 | | 59,120,676 | |||||||||||||||
Accounts receivable and derivative financial instruments |
9,874,652 | 24,064,936 | 167,873,940 | | 201,813,528 | |||||||||||||||
Related parties |
208,240,067 | 957,704 | 503,895,549 | (712,225,090 | ) | 868,230 | ||||||||||||||
Inventories, net |
264,649 | 16,700,837 | 21,844,079 | | 38,809,565 | |||||||||||||||
Other current assets |
17,805,747 | 922,245 | (1,375,246 | ) | | 17,352,746 | ||||||||||||||
Property, plant and equipment, Net |
1,996,721 | 24,287,904 | 650,058,573 | | 676,343,198 | |||||||||||||||
Investments in associated companies |
747,771,790 | 35,569,788 | 3,457,152 | (783,063,558 | ) | 3,735,172 | ||||||||||||||
Intangible assets and other non- current assets, net |
4,104,268 | 73,557,904 | 386,236,092 | | 463,898,264 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
Ps. | 1,007,379,988 | Ps. | 179,614,670 | Ps. | 1,794,505,842 | Ps. | (1,495,288,648 | ) | Ps. | 1,486,211,852 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
| |||||||||||||||||||
Short-term debt and current portion of long-term debt |
Ps. | 34,345,398 | Ps. | | Ps. | 17,400,443 | Ps. | | Ps. | 51,745,841 | ||||||||||
Current liabilities |
161,940,198 | 41,304,845 | 797,880,314 | (639,534,701 | ) | 361,590,656 | ||||||||||||||
Long-term debt |
547,728,176 | | 98,410,882 | | 646,139,058 | |||||||||||||||
Other non-current liabilities |
69,201,904 | 132,728,838 | 40,909,234 | (76,737,196 | ) | 166,102,780 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
Ps. | 813,215,676 | Ps. | 174,033,683 | Ps. | 954,600,873 | Ps. | (716,271,897 | ) | Ps. | 1,225,578,335 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity attributable to equity holders of the parent |
194,164,312 | 5,580,987 | 741,988,231 | (747,569,218 | ) | 194,164,312 | ||||||||||||||
Non-controlling interests |
| | 97,916,738 | (31,447,533 | ) | 66,469,205 | ||||||||||||||
Total equity |
194,164,312 | 5,580,987 | 839,904,969 | (779,016,751 | ) | 260,633,517 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
Ps. | 1,007,379,988 | Ps. | 179,614,670 | Ps. | 1,794,505,842 | Ps. | (1,495,288,648 | ) | Ps. | 1,486,211,852 | |||||||||
|
|
|
|
|
|
|
|
|
|
F-86
Condensed consolidating statements of financial position
As of December 31, 2018 | ||||||||||||||||||||
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Assets: |
||||||||||||||||||||
Cash and cash equivalents |
Ps. | 8,335,101 | Ps. | 1,745,895 | Ps. | 11,578,966 | Ps. | | Ps. | 21,659,962 | ||||||||||
Equity investments at fair value through OCI and other short-term investments |
9,511,368 | | 39,504,566 | | 49,015,934 | |||||||||||||||
Accounts receivable and derivative financial instruments |
31,462,176 | 35,671,582 | 154,380,710 | | 221,514,468 | |||||||||||||||
Related parties |
199,566,671 | 1,144,534 | 560,142,367 | (759,589,967 | ) | 1,263,605 | ||||||||||||||
Inventories, net |
215,055 | 18,495,502 | 21,594,805 | | 40,305,362 | |||||||||||||||
Other current assets |
| 1,218,764 | 14,077,429 | | 15,296,193 | |||||||||||||||
Property, plant and equipment, Net |
1,340,358 | 23,192,546 | 615,467,816 | | 640,000,720 | |||||||||||||||
Investments in associated companies |
734,944,344 | 88,070,845 | 16,926,615 | (836,809,097 | ) | 3,132,707 | ||||||||||||||
Intangible assets and other non- current assets, net |
4,113,902 | 26,176,381 | 406,744,158 | | 437,034,441 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
Ps. | 989,488,975 | Ps. | 195,716,049 | Ps. | 1,840,417,432 | Ps. | (1,596,399,064 | ) | Ps. | 1,429,223,392 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Liabilities: |
||||||||||||||||||||
Short-term debt and current portion of long-term debt |
Ps. | 52,827,411 | Ps. | | Ps. | 43,403,223 | Ps. | | Ps. | 96,230,634 | ||||||||||
Current liabilities |
153,489,868 | 72,282,238 | 597,174,025 | (452,085,876 | ) | 370,860,255 | ||||||||||||||
Long-term debt |
456,918,590 | | 85,773,229 | | 542,691,819 | |||||||||||||||
Other non-current liabilities |
130,257,461 | 109,368,210 | 242,232,897 | (308,290,306 | ) | 173,568,262 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
Ps. | 793,493,330 | Ps. | 181,650,448 | Ps. | 968,583,374 | Ps. | (760,376,182 | ) | Ps. | 1,183,350,970 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity attributable to equity holders of the parent |
195,995,645 | 14,065,601 | 760,485,332 | (774,550,933 | ) | 195,995,645 | ||||||||||||||
Non-controlling interests |
| | 111,348,726 | (61,471,949 | ) | 49,876,777 | ||||||||||||||
Total equity |
195,995,645 | 14,065,601 | 871,834,058 | (836,022,882 | ) | 245,872,422 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
Ps. | 989,488,975 | Ps. | 195,716,049 | Ps. | 1,840,417,432 | Ps. | (1,596,399,064 | ) | Ps. | 1,429,223,392 | |||||||||
|
|
|
|
|
|
|
|
|
|
F-87
Condensed consolidating statements of comprehensive income
For the year ended December 31, 2016
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Total revenues |
Ps. | 137,236,301 | Ps. | 173,714,225 | Ps. | 857,137,822 | Ps. | (192,675,860 | ) | Ps. | 975,412,488 | |||||||||
Total cost and operating expenses |
117,835,634 | 160,949,691 | 778,483,079 | (191,466,226 | ) | 865,802,178 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
19,400,667 | 12,764,534 | 78,654,743 | (1,209,634 | ) | 109,610,310 | ||||||||||||||
Interest (expense) income, net |
(12,331,095 | ) | 97,314 | (17,207,855 | ) | (227,781 | ) | (29,669,417 | ) | |||||||||||
Foreign currency exchange (loss) gain, net |
(46,625,392 | ) | (5,853,669 | ) | 12,051,654 | | (40,427,407 | ) | ||||||||||||
Other financing cost, net |
(10,475,673 | ) | (11,203,533 | ) | 5,453,365 | | (16,225,841 | ) | ||||||||||||
Income tax |
(7,712,179 | ) | 1,139,631 | 17,971,404 | | 11,398,856 | ||||||||||||||
Equity interest in net income of associated companies |
50,968,741 | (1,342,073 | ) | (6,677,059 | ) | (42,759,659 | ) | 189,950 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net profit (loss) for year |
Ps. | 8,649,427 | Ps. | (6,677,058 | ) | Ps. | 54,303,444 | Ps. | (44,197,074 | ) | Ps. | 12,078,739 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distribution of the net profit (loss) to: |
||||||||||||||||||||
Equity owners of holding company |
8,649,427 | (6,677,058 | ) | 50,049,280 | (43,372,222 | ) | 8,649,427 | |||||||||||||
Non-controlling interest |
| | 4,254,164 | (824,852 | ) | 3,429,312 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net profit (loss) |
Ps. | 8,649,427 | Ps. | (6,677,058 | ) | Ps. | 54,303,444 | Ps. | (44,197,074 | ) | Ps. | 12,078,739 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income items: |
||||||||||||||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years: |
||||||||||||||||||||
Effect of translation of foreign entities |
104,178,880 | 755,978 | 108,291,984 | (105,728,134 | ) | 107,498,708 | ||||||||||||||
Effect of fair value of derivatives, net of deferred taxes |
48,496 | | 30,206 | (29,573 | ) | 49,129 | ||||||||||||||
Items not to be reclassified to profit or loss in subsequent years: |
||||||||||||||||||||
Remeasurement of defined benefit plan, net of income tax effect |
14,771,770 | (12,300 | ) | 7,477,926 | (7,463,997 | ) | 14,773,399 | |||||||||||||
Equity investments at fair value |
(6,673,731 | ) | | (6,673,731 | ) | 6,673,731 | (6,673,731 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other comprehensive income items for the period |
Ps. | 112,325,415 | Ps. | 743,678 | Ps. | 109,126,385 | Ps. | (106,547,973 | ) | Ps. | 115,647,505 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income for the period |
Ps. | 120,974,842 | Ps. | (5,933,380 | ) | Ps. | 163,429,829 | Ps. | (150,745,047 | ) | Ps. | 127,726,244 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income for the period attributable to: |
||||||||||||||||||||
Equity holders of the parent |
Ps. | 120,974,842 | Ps. | (5,933,380 | ) | Ps. | 150,900,984 | Ps. | (144,967,604 | ) | Ps. | 120,974,842 | ||||||||
Non-controlling interests |
| | 12,528,845 | (5,777,443 | ) | 6,751,402 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ps. | 120,974,842 | Ps. | (5,933,380 | ) | Ps. | 163,429,829 | Ps. | (150,745,047 | ) | Ps. | 127,726,244 | |||||||||
|
|
|
|
|
|
|
|
|
|
F-88
Condensed consolidating statements of comprehensive income
For the year ended December 31, 2017
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Total revenues |
Ps. | 160,057,511 | Ps. | 170,991,493 | Ps. | 887,951,615 | Ps. | (197,367,084 | ) | Ps. | 1,021,633,535 | |||||||||
Total cost and operating expenses |
123,548,341 | 163,152,868 | 832,429,198 | (197,640,175 | ) | 921,490,232 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
36,509,170 | 7,838,625 | 55,522,417 | 273,091 | 100,143,303 | |||||||||||||||
Interest (expense) income, net |
(16,779,235 | ) | (12,365,116 | ) | 1,810,523 | (41,305 | ) | (27,375,133 | ) | |||||||||||
Foreign currency exchange (loss) gain, net |
(15,223,111 | ) | 1,320,667 | 83,493 | | (13,818,951 | ) | |||||||||||||
Other financing cost, net |
6,775,455 | | (8,719,215 | ) | | (1,943,760 | ) | |||||||||||||
Income tax |
14,201,399 | 1,386,519 | 9,353,593 | | 24,941,511 | |||||||||||||||
Equity interest in net income of associated companies |
32,245,041 | (8,977,146 | ) | (13,466,845 | ) | (9,709,665 | ) | 91,385 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net profit (loss) for year |
Ps. | 29,325,921 | Ps. | (13,569,489 | ) | Ps. | 25,876,780 | Ps. | (9,477,879 | ) | Ps. | 32,155,333 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distribution of the net profit (loss) to: |
||||||||||||||||||||
Equity owners of holding company |
29,325,921 | (13,569,489 | ) | 21,417,549 | (7,848,060 | ) | 29,325,921 | |||||||||||||
Non-controlling interest |
| | 4,459,231 | (1,629,819 | ) | 2,829,412 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net profit (loss) |
Ps. | 29,325,921 | Ps. | (13,569,489 | ) | Ps. | 25,876,780 | Ps. | (9,477,879 | ) | Ps. | 32,155,333 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income items: |
||||||||||||||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years: |
||||||||||||||||||||
Effect of translation of foreign entities |
(21,683,333 | ) | (1,897,936 | ) | (18,309,877 | ) | 23,581,269 | (18,309,877 | ) | |||||||||||
Effect of fair value of derivatives, net of deferred taxes |
12,292 | | 12,292 | (12,292 | ) | 12,292 | ||||||||||||||
Items not to be reclassified to profit or loss in subsequent years: |
||||||||||||||||||||
Remeasurement of defined benefit plan, net of income tax effect |
(7,075,606 | ) | (8,439 | ) | (7,046,089 | ) | 7,084,045 | (7,046,089 | ) | |||||||||||
Equity investments at fair value |
622,424 | | 622,424 | (622,424 | ) | 622,424 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other comprehensive income items for the period |
Ps. | (28,124,223 | ) | Ps. | (1,906,375 | ) | Ps. | (24,721,250 | ) | Ps. | 30,030,598 | Ps. | (24,721,250 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income for the period |
Ps. | 1,201,698 | Ps. | (15,475,864 | ) | Ps. | 1,155,530 | Ps. | 20,552,719 | Ps. | 7,434,083 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income for the period attributable to: |
||||||||||||||||||||
Equity holders of the parent |
Ps. | 1,201,698 | Ps. | (15,475,864 | ) | Ps. | (5,076,855 | ) | Ps. | 20,552,719 | Ps. | 1,201,698 | ||||||||
Non-controlling interests |
| | 6,232,385 | | 6,232,385 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ps. | 1,201,698 | Ps. | (15,475,864 | ) | Ps. | 1,155,530 | Ps. | 20,552,719 | Ps. | 7,434,083 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-89
Condensed consolidating statements of comprehensive income
For the year ended December 31, 2018
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Total revenues |
Ps. | 170,887,145 | Ps. | 190,924,413 | Ps. | 890,427,121 | Ps. | (214,030,998 | ) | Ps. | 1,038,207,681 | |||||||||
Total cost and operating expenses |
129,039,749 | 183,542,058 | 799,085,884 | (213,017,181 | ) | 898,650,510 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
41,847,396 | 7,382,355 | 91,341,237 | (1,013,817 | ) | 139,557,171 | ||||||||||||||
Interest (expense) income, net |
(24,831,538 | ) | (11,033,069 | ) | 14,757,906 | (18,563 | ) | (21,125,264 | ) | |||||||||||
Foreign currency exchange (loss) gain, net |
11,805,283 | 626,304 | (19,693,543 | ) | | (7,261,956 | ) | |||||||||||||
Other financing cost, net |
(4,443,892 | ) | | (5,732,424 | ) | | (10,176,316 | ) | ||||||||||||
Income tax |
17,754,010 | 798,639 | 27,924,430 | | 46,477,079 | |||||||||||||||
Equity interest in net income of associated companies |
46,101,188 | 1,325,723 | (2,497,059 | ) | (44,929,585 | ) | 267 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net profit (loss) for year |
Ps. | 52,724,427 | Ps. | (2,497,326 | ) | Ps. | 50,251,687 | Ps. | (45,961,965 | ) | Ps. | 54,516,823 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distribution of the net profit (loss) to: |
||||||||||||||||||||
Equity owners of holding company |
52,724,427 | (2,497,326 | ) | 46,641,696 | (44,302,600 | ) | 52,566,197 | |||||||||||||
Non-controlling interest |
| | 3,609,991 | (1,659,365 | ) | 1,950,626 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net profit (loss) |
Ps. | 52,724,427 | Ps. | (2,497,326 | ) | Ps. | 50,251,687 | Ps. | (45,961,965 | ) | Ps. | 54,516,823 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income items: |
||||||||||||||||||||
Net other comprehensive income (loss) to be reclassified to profit or loss in subsequent years: |
||||||||||||||||||||
Effect of translation of foreign entities |
(61,223,458 | ) | (724,521 | ) | (64,314,032 | ) | 61,947,979 | (64,314,032 | ) | |||||||||||
Items not to be reclassified to profit or loss in subsequent years: |
||||||||||||||||||||
Remeasurement of defined benefit plan, net of income tax effect |
652,722 | (1,603,145 | ) | 757,278 | 950,423 | 757,278 | ||||||||||||||
Equity investments at fair value |
(3,765,688 | ) | | (3,765,688 | ) | 3,765,688 | (3,765,688 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other comprehensive income items for the period |
Ps. | (64,336,424 | ) | Ps. | (2,327,666 | ) | Ps. | (67,322,442 | ) | Ps. | 66,664,090 | Ps. | (67,322,442 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total comprehensive income for the period |
Ps. | (11,611,997 | ) | Ps. | (4,824,992 | ) | Ps. | (17,070,755 | ) | Ps. | 20,702,125 | Ps. | (12,805,619 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income for the period attributable to: |
||||||||||||||||||||
Equity holders of the parent |
Ps. | (11,611,997 | ) | Ps. | (4,824,992 | ) | Ps. | (16,035,363 | ) | Ps. | 20,702,125 | Ps. | (11,770,227 | ) | ||||||
Non-controlling interests |
| | (1,035,392 | ) | | (1,035,392 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ps. | (11,611,997 | ) | Ps. | (4,824,992 | ) | Ps. | (17,070,755 | ) | Ps. | 20,702,125 | Ps. | (12,805,619 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
F-90
Condensed consolidating statements of cash flows
For the year ended December 31, 2016
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Operating activities: |
||||||||||||||||||||
Profit before taxes |
Ps. | 937,247 | Ps. | (5,537,427 | ) | Ps. | 28,077,775 | Ps. | | Ps. | 23,477,595 | |||||||||
Non-cash items |
(997,587 | ) | 19,800,396 | 209,821,118 | | 228,623,927 | ||||||||||||||
Changes in working capital: |
74,520,320 | 9,130,768 | (93,359,195 | ) | (6,595,361 | ) | (16,303,468 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows provided by operating activities |
Ps. | 74,459,980 | Ps. | 23,393,737 | Ps. | 144,539,698 | Ps. | (6,595,361 | ) | Ps. | 235,798,054 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investing activities: |
||||||||||||||||||||
Purchase of property, plant and equipment |
| (7,860,232 | ) | (130,846,925 | ) | | (138,707,157 | ) | ||||||||||||
Acquisition of intangibles |
| (4,947,506 | ) | (11,369,232 | ) | | (16,316,738 | ) | ||||||||||||
Dividends received from associates |
21,950 | | 5,988,938 | (270,796 | ) | 5,740,092 | ||||||||||||||
Proceeds from sale of plant, property and equipment |
20,078 | | 95,522 | | 115,600 | |||||||||||||||
Acquisition of business, net of cash acquired |
| (2,796,254 | ) | (1,823,813 | ) | 2,796,254 | (1,823,813 | ) | ||||||||||||
Partial sale of shares of associate company |
756,444 | | 2,796,254 | (3,552,698 | ) | | ||||||||||||||
Investment in associates companies |
| 663,203 | (666,690 | ) | | (3,487 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows provided by (used in) investing activities |
Ps. | 798,472 | Ps. | (14,940,789 | ) | Ps. | (135,825,946 | ) | Ps. | (1,027,240 | ) | Ps. | (150,995,503 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Financing activities: |
||||||||||||||||||||
Bank loans, net |
(39,598,698 | ) | | (21,792,115 | ) | | (61,390,813 | ) | ||||||||||||
Acquisition of no controlling interest |
| | (2,280,278 | ) | | (2,280,278 | ) | |||||||||||||
Interest paid |
(24,826,139 | ) | (7,972,827 | ) | (5,922,267 | ) | 6,595,361 | (32,125,872 | ) | |||||||||||
Paid-In capital |
| | (756,444 | ) | 756,444 | | ||||||||||||||
Sale of shares of subsidiaries |
| | 6,323,336 | | 6,323,336 | |||||||||||||||
Repurchase of shares and others |
(7,092,385 | ) | | 71,138 | | (7,021,247 | ) | |||||||||||||
Payment of dividends |
(13,437,168 | ) | | (643,585 | ) | 270,796 | (13,809,957 | ) | ||||||||||||
Derivative financial instruments |
| | (351,213 | ) | | (351,213 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows (used in) financing activities |
Ps. | (84,954,390 | ) | Ps. | (7,972,827 | ) | Ps. | (25,351,428 | ) | Ps. | 7,622,601 | Ps. | (110,656,044 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (decrease) increase in cash and cash equivalents |
(9,695,938 | ) | 480,121 | (16,637,676 | ) | | (25,853,493 | ) | ||||||||||||
Adjustment to cash flow for exchange rate differences |
| | 3,911,844 | | 3,911,844 | |||||||||||||||
Cash and cash equivalents at beginning of the period |
13,803,584 | 1,468,036 | 29,888,412 | | 45,160,032 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of the period |
Ps. | 4,107,645 | Ps. | 1,948,159 | Ps. | 17,162,579 | Ps. | | Ps. | 23,218,383 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-91
Condensed consolidating statements of cash flows
For the year ended December 31, 2017
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Operating activities: |
||||||||||||||||||||
Profit before taxes |
Ps. | 43,527,320 | Ps. | (12,182,970 | ) | Ps. | 35,230,373 | Ps. | (9,477,879 | ) | Ps. | 57,096,844 | ||||||||
Non-cash items |
(17,017,287 | ) | 30,000,109 | 171,062,158 | 11,635,563 | 195,680,543 | ||||||||||||||
Changes in working capital: |
(18,973,478 | ) | (9,486 | ) | (66,062,629 | ) | 50,040,581 | (35,005,012 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows provided by operating activities |
Ps. | 7,536,555 | Ps. | 17,807,653 | Ps. | 140,229,902 | Ps. | 52,198,265 | Ps. | 217,772,375 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investing activities: |
||||||||||||||||||||
Purchase of property, plant and equipment |
16,526 | (5,571,410 | ) | (113,630,253 | ) | | (119,185,137 | ) | ||||||||||||
Acquisition of intangibles |
| (3,053,345 | ) | (14,485,196 | ) | | (17,538,541 | ) | ||||||||||||
Dividends received from associates |
21,465,687 | 970,000 | 2,385,559 | (22,435,687 | ) | 2,385,559 | ||||||||||||||
Proceeds from sale of plant, property and equipment |
| | 133,349 | | 133,349 | |||||||||||||||
Acquisition of business, net of cash acquired |
| (3,381,505 | ) | (3,497,288 | ) | | (6,878,793 | ) | ||||||||||||
Investment in associates companies |
| 1,925,898 | | (1,925,898 | ) | | ||||||||||||||
Sale of associated company |
| | 340,040 | | 340,040 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows provided by (used in) investing activities |
Ps. | 21,482,213 | Ps. | (9,110,362 | ) | Ps. | (128,753,789 | ) | Ps. | (24,361,585 | ) | Ps. | (140,743,523 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Financing activities: |
||||||||||||||||||||
Bank loans, net |
13,548,138 | | 16,382,838 | (57,364,465 | ) | (27,433,489 | ) | |||||||||||||
Acquisition of no controlling interest |
| | (11,930 | ) | | (11,930 | ) | |||||||||||||
Interest paid |
(24,009,216 | ) | (7,092,098 | ) | (7,187,225 | ) | 7,092,098 | (31,196,441 | ) | |||||||||||
Repurchase of shares and others |
(1,240,028 | ) | | 6,657 | | (1,233,371 | ) | |||||||||||||
Payment of dividends |
(14,406,748 | ) | | (24,120,329 | ) | 22,435,687 | (16,091,390 | ) | ||||||||||||
Derivative financial instruments |
| | (71,474 | ) | | (71,474 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows used in financing activities |
Ps. | (26,107,854 | ) | Ps. | (7,092,098 | ) | Ps. | (15,001,463 | ) | Ps. | (27,836,680 | ) | Ps. | (76,038,095 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (decrease) increase in cash and cash equivalents |
2,910,914 | 1,605,193 | (3,525,350 | ) | | 990,757 | ||||||||||||||
Adjustment to cash flow for exchange rate differences |
| | 61,333 | | 61,333 | |||||||||||||||
Cash and cash equivalents at beginning of the period |
4,107,645 | 1,948,159 | 17,162,579 | | 23,218,383 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at end of the period |
Ps. | 7,018,559 | Ps. | 3,553,352 | Ps. | 13,698,562 | Ps. | | Ps. | 24,270,473 | ||||||||||
|
|
|
|
|
|
|
|
|
|
F-92
Condensed consolidating statements of cash flows
For the year ended December 31, 2018
Parent | Wholly-owned Guarantor Subsidiary |
Combined non-guarantor Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
Operating activities: |
||||||||||||||||||||
Profit before taxes |
Ps. | 70,478,437 | Ps. | (1,698,687 | ) | Ps. | 78,176,117 | Ps. | (45,961,965 | ) | Ps. | 100,993,902 | ||||||||
Non-cash items |
(23,099,316 | ) | 20,952,414 | 149,503,016 | 39,836,704 | 187,192,818 | ||||||||||||||
Changes in working capital: |
(49,040,542 | ) | (35,329,228 | ) | (61,332,380 | ) | 105,845,958 | (39,856,192 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows provided by operating activities |
Ps. | (1,661,421 | ) | Ps. | (16,075,501 | ) | Ps. | 166,346,753 | Ps. | 99,720,697 | Ps. | 248,330,528 | ||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investing activities: |
||||||||||||||||||||
Purchase of property, plant and equipment |
(17,709 | ) | (4,031,228 | ) | (139,839,096 | ) | | (143,888,033 | ) | |||||||||||
Acquisition of intangibles |
| (2,993,373 | ) | (4,940,274 | ) | | (7,933,647 | ) | ||||||||||||
Dividends received from associates |
24,314,803 | | 2,622,237 | (24,314,803 | ) | 2,622,237 | ||||||||||||||
Proceeds from sale of plant, property and equipment |
| | 178,532 | | 178,532 | |||||||||||||||
Acquisition of business, net of cash acquired |
| | (310,604 | ) | | (310,604 | ) | |||||||||||||
Investment in associates companies |
| (5,092,881 | ) | | 5,092,881 | | ||||||||||||||
Sale of associated company |
| | 548,484 | | 548,484 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net cash flows provided by (used in) investing activities |
Ps. | 24,297,094 | Ps. | (12,117,482 | ) | Ps. | (141,740,721 | ) | Ps. | (19,221,922 | ) | Ps. | (148,783,031 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Financing activities: |
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Bank loans, net |
24,784,341 | | 19,592,788 | (78,428,052 | ) | (34,050,923 | ) | |||||||||||||
Acquisition of no controlling interest |
| | (115,821 | ) | | (115,821 | ) | |||||||||||||
Interest paid |
(24,802,363 | ) | 26,385,526 | (6,066,654 | ) | (26,385,526 | ) | (30,869,017 | ) | |||||||||||
Repurchase of shares and others |
(514,007 | ) | | 2,586 | | (511,421 | ) | |||||||||||||
Payment of dividends |
(20,787,102 | ) | | (25,897,494 | ) | 24,314,803 | (22,369,793 | ) | ||||||||||||
Redemption of hybrid bond |
| | (13,440,120 | ) | | (13,440,120 | ) | |||||||||||||
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Net cash flows used in financing activities |
Ps. | (21,319,131 | ) | Ps. | 26,385,526 | Ps. | (25,924,715 | ) | Ps. | (80,498,775 | ) | Ps. | (101,357,095 | ) | ||||||
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Net (decrease) increase in cash and cash equivalents |
1,316,542 | (1,807,457 | ) | (1,318,683 | ) | | (1,809,598 | ) | ||||||||||||
Adjustment to cash flow for exchange rate differences |
| | (800,913 | ) | | (800,913 | ) | |||||||||||||
Cash and cash equivalents at beginning of the period |
7,018,559 | 3,553,352 | 13,698,562 | | 24,270,473 | |||||||||||||||
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Cash and cash equivalents at end of the period |
Ps. | 8,335,101 | Ps. | 1,745,895 | Ps. | 11,578,966 | Ps. | | Ps. | 21,659,962 | ||||||||||
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F-93