annual report 2006 - Bad Request
Transcription
annual report 2006 - Bad Request
annual report 2006 teléfonos de méxico I Corporate Profile TELMEX is the leading telecommunications company in Mexico. TELMEX and its subsidiaries provide a wide range of telecommunications services, data and video transmission and Internet access, as well as integrated telecommunications solutions to its corporate customers. Additionally, it offers telecommunications services through its international subsidiaries in Argentina, Brazil, Chile, Colombia and Peru. More information about TELMEX can be accessed on the Internet at www.telmex.com. Index Consolidated highlights Letter to our shareholders Chief Executive Officer’s report Commercial initiatives TELMEX’s telecommunications network security Social telephony Fundación TELMEX: commitment with society Comments on the consolidated financial statements Corporate Governance Audit Committee report Corporate Practices Committee report Finance and Planning Committee report Consolidated financial statements Proposal to the Shareholders’ Meeting Significant results of accounting separation Board of Directors Advisory Board Directory II annual report 2006 01 02 07 07 17 19 21 22 27 28 30 31 32 66 67 68 70 72 consolidated highlights Figures in millions of Mexican pesos, unless otherwise indicated, with purchasing power at December 31, 2006 2006 2005 2004 2003 2002 175,006 173,505 154,052 137,311 137,345 Cost of sales and services 35,799 36,064 34,598 33,268 32,431 Commercial, administrative and general expenses 35,035 29,174 24,685 20,024 19,913 Transport and interconnection 31,318 30,421 21,909 14,374 13,814 Depreciation and amortization 24,563 25,999 25,248 23,949 23,548 126,715 121,658 106,440 91,615 89,706 Operating income (EBIT) 48,291 51,847 47,612 45,696 47,639 EBITDA (1) 72,854 77,846 72,860 69,645 71,187 Majority net income 28,534 30,006 30,253 25,982 23,549 Total assets 264,030 266,203 278,363 214,994 203,129 Total debt 100,743 96,853 99,069 79,486 79,587 Stockholders’ equity 105,956 118,563 118,002 91,163 73,606 Basic 1.36 1.31 1.27 1.04 0.91 Diluted 1.36 1.31 1.26 1.02 0.89 0.403 0.370 0.333 0.303 0.273 20,203 22,045 23,665 24,218 25,554 • Financial Total revenues Total cost and expenses • Data per share (2) (pesos) Majority net income: Nominal dividend paid Outstanding shares at year end of each year (millions) 1 2 Operating cash flow or EBITDA defined as operating income plus depreciation and amortization. For comparable purposes, outstanding shares include the two-for-one stock split that consist of providing two new shares per each outstanding share, approved on April 28, 2005, effective since May 25, 2005. teléfonos de méxico 01 letter to our shareholders Dear Shareholders, Since privatization, two core principles have guided TELMEX’s mission. We aim not only to be a world-class telecommunications company but also a fundamental pillar in Mexico’s development by providing most of the infrastructure necessary to communicate in every corner in the country with state-of-the-art products and services. Our focus on achieving our mission and continuing to be an industry leader is why we have invested and worked hard, along with all TELMEX personnel, to update and modernize operations, become more efficient, and deliver excellent customer service. This constant updating at TELMEX in all areas and at all levels has required investments in Mexico of approximately 28 billion dollars (1990-2006) to strengthen and modernize our infrastructure. Complementing that investment, we have applied significant resources to preparing and training employees. Their effort and dedication have led TELMEX to be one of the most efficient and competitive telecommunications companies in the world. TELMEX is the only telecommunications company in Mexico that invests an important amount of resources to serve low-income segments of the population nationwide. Through the social and rural telephony programs, we provide voice and Internet services in more than 22 thousand 800 communities. We are the only private company in Mexico that embraces a public service duty in addition to providing service to the public. Today, TELMEX has more than 1 million rural lines that benefit more than 21 million inhabitants, and we offer Internet access in more than 4 thousand 800 Community Digital Centers. Additionally, we obtained the license to use the 450 MHz frequency with CDMA technology in more than 12 thousand rural communities. That will allow us to modernize our telecommunications platform in these areas in a way that optimizes the required investment and reduces operating costs. At TELMEX, our objective is to make sure that our customers have immediate and reliable access to telecommunications when and where 02 annual report 2006 they need the services. During 2006, our strategies were focused on matching products and services to specific market segments. Our short and medium-term objective is to continue solidifying our presence in the markets that we serve to satisfy the needs of our customers, supported by our world-class platform. Our industry has entered a new era that is mainly characterized by the convergence of networks to transport voice, data and video through broadband with more reach and efficiency than we have seen up to now. This environment expands options to develop, distribute and access products, content and services through a variety of technological platforms. Convergence motivates individual and collective creativity across the board. The capacity to create is seen every day in this new era that is just starting in Mexico and in other countries has been present for more than two years. This is the new stage in the evolution of telecommunications. Worldwide, convergence is clearly one of the main contributors to the development of societies. It provides benefits across economic sectors as it multiplies growth, opens up new possibilities, and, of course, raises the level of competition. TELMEX realizes the importance of convergence in the development of our country, and we will compete to promote its rapid penetration by offering our infrastructure as a service distribution channel for content producers, with the aim of benefiting the end customer. In October 2006, the Secretaría de Comunicaciones y Transportes (Communications and Transportations Ministry) took the first step to approve the “Acuerdo de Convergencia” (Convergence Agreement), which establishes that TELMEX will be able to provide video services once its Title of Concession is modified and meets three conditions: provide number portability for customers, allow seamless interconnection and support network interoperability among all participants in this economic sector. committed to providing telecommunications services to all segments of the Mexican market. TELMEX is accustomed to competing in Mexico and abroad. We embrace competition in the marketplace but also trust that it will be fair for all participants, allowing them to deploy their creativity and innovation to foster growth in the telecommunications sector, which generates a multiplying effect in the country’s economy and, above all, benefits customers. In Mexico, TELMEX has a world-class network that provides broadband services to our customers in urban areas. This infrastructure and our marketing initiatives allowed us to add 789 thousand accounts, bringing the total at the end of the year to 1.8 million broadband Internet access accounts, an increase of 76.4% compared with 2005. During 2006, we enhanced the Infinitum offering by doubling the speed and integrating new multi-service packages at preferred prices. That is the case of Paquetes TELMEX (TELMEX Packages) that provide access to broadband service with different offerings of voice service which are an accesible means for the integration of voice and data services. Mexico: Commitment to develop telecommunications. In Mexico there are more than five hundred concessions and/or licenses to provide various telecommunications services. At December 31, TELMEX had less than 24% of a market with more than 76.9 million fixed and mobile services nationwide. Given the strong growth of mobile telephony and the participation of cable companies in telecommunications, this market share could decrease even more in the near future, which will obligate us to continue making use of our material and human resources more efficiently, even more strictly controlling costs and expenses, and maintaining the highest-quality standards in our products and services. In 2006, TELMEX’s business model in Mexico was redefined to improve our competitive position in markets with higher purchasing power, where several of our competitors have carved out their presence. Even as we pursue these higher-return opportunities, we remain During 2006, we disconnected 864 thousand prepaid lines that had payment problems or lack of usage. This strategy has allowed us to reduce operating and maintenance costs as well as redeploy the existing infrastructure, which in turn decreases the investment required to provide new services. Internet access and data transmission expansion. To facilitate Internet access, TELMEX has eased customers’ acquisition of computer equipment since 1999 by providing financing for up to 3 years. Between May 1999 and March 2007, the program facilitated purchases of 1 million 134 thousand computers. Growth of Internet access services has been supported by this policy. Increase the value of lines. Service packages make it easier for customers to take advantage of preferred pricing and allow them to better manage their consumption of telecommunications. At the same time the packages increase the value of our lines. Packages encourage variable revenues to evolve to fixed revenues at the same time that they foster customer retention. In 2007, we will continue to introduce packages to benefit our customers. Another development affecting the role that our lines play in TELMEX’s performance as well as the nation’s telecommunications position was the November 4, 2006, implementation of domestic and international calling party pays. In the last two months of the year, the impact of the new system was to increase interconnection traffic by 221 million minutes and decrease domestic long distance traffic 1.2%. We expect this traffic substitution to continue in 2007. The company’s productivity benefits customers. In 2006, for the sixth consecutive year, we decided not to increase our prices to continue to improve our value proposal for our customers. TELMEX´s Concession Title over the last four years would have permitted the price of the basic basket of services to increase up to 4.1%. Instead, the price decreased 5.8%, equivalent to a reduction of 24.4% in real terms in the period. That is a significant decline, especially when compared with the nominal tariff behavior of other utilities like natural gas and electricity, which increased 48% and 28%, respectively. Moreover, in the period from 2003 to March 2007, the broadband Internet access price has decreased substantially. The price per equivalent unit of 100 Kbps now is 26 pesos plus 3.90 pesos of Value Added Tax for a total of 29.90 pesos. Technological advances will allow the price to continue to decline. In 2007, we will continue anticipating the needs of our customers with the objectives of further improving our value proposition and maintaining competitive prices. The price of our basic basket of services will continue to decrease in real terms and will remain in line with price structures applied by our main commercial partners. teléfonos de méxico 03 letter to our shareholders Evolution and modernization of the technological platform and improvements in operating efficiencies. During 2006, we continued to invest in the modernization of our data network. We added 4,196 kilometers of fiber optics, bringing the total to 93,829 kilometers, one of the largest and most secure networks on the continent. Total investments in Mexico were 1.166 billion dollars, of which 74.9% was used for growth and modernization projects for the voice, data and transport platform. The distribution network’s capacity increased with the installation of DWDM (Dense Wavelength Division Multiplexing) technologies and the migration of TDM (Time Division Multiplexing) technologies to IP technologies in Ethernet protocol. These steps reinforce our ability to continue offering services that meet the highest reliability and quality standards. At TELMEX –in Mexico as well as in Latin America– we will continue to make the investments necessary to have a technological platform that allows us to guarantee the security and quality of the products and services that we offer. Security infrastructure of the network in Mexico and in Latin America. The security of the telecommunications networks in Mexico and in our Latin American affiliates is the number one priority for TELMEX. Therefore, the company carries out significant investments every year that guarantee our customers the highest degree of security for their operations, 24 hours a day, 7 days a week. TELMEX permanently maintains stateof-the-art technology that can supervise in real time any event that may harm the security of the equipment and services supported by our network. In the same way, we bring to the customer relation- 04 annual report 2006 ship one of the industry’s most advanced organizations in the prevention of service loss as well as the ability to continue to operate during crisis situations like those caused by natural disasters. Latin America: Enhancing our operations. In Latin America, carrying out our strategy of developing telecommunications markets in other, high-growth countries since 2004 has put us in the position of competing with dominant telephony companies that have been in operation for many years and already have reached the digital convergence stage offering voice, data and video services. Even so, we are competing successfully. Particularly in Brazil, Colombia, and Peru, our acquisitions of cable companies are providing a market advantage in that by starting with video it is technologically easier to integrate the other two services of voice and data and achieve the ability to offer the combination of services that has come to be known as triple play. Brazil. To consolidate our position and more fully realize the potential of the operations in Brazil, we carried out a tender offer for shares of Embratel Participações (“Embratel”). As a result of this process TELMEX held 97.46% of Embratel’s total common and preferred shares at March 31, 2007. Additionally, last October Net Serviços and Vivax engaged in a share exchange resulting in Embratel owning 39.9% of Net Serviços. The transaction effectively positioned us to offer voice, data and video services in more than 8.4 million homes. For 2006, revenues from the operations in Brazil, based on accounting principles in that country, increased 6.9%, mainly due to higher revenues from data, local and domestic long distance services. Embratel was able to reduce the reserve related to the ICMS tax (Imposto Sobre Circulação de Mercadoria e Prestação de Serviços) and therefore improve its financial position. The non-recurring charge related to the ICMS tax was approximately 632 million reais. Additionally, results included contingencies totaling 222 million reais related to the income tax applied to incoming international long distance services. Rest of the operations in Latin America. In the rest of the operations in Latin America, we continue enhancing our service offerings. In Colombia and Peru we acquired cable TV companies that will allow us to offer triple play service to a base of 3.9 million and 230 thousand homes passed, respectively. In Ecuador, TELMEX acquired 100% of Ecutel, a company that provides telecommunications services to the corporate segment and to small and medium-sized businesses. Additionally, during 2006, we obtained the concession to use the 3.5 GHz frequency in Chile and Peru and soon in Argentina, which will allow us to complement our value proposition for the small and medium-sized business and residential segment with WiMax technology. In order to develop the “Sección Amarilla” (Yellow Pages) business in our operations in Latin America, and taking advantage of the “Sección Amarilla” with its more than 100 years of experience and well-recognized brand, TELMEX acquired 80% of Cobalt Publishing, LLC. It edits “Enlace” directories in more that 18 states in the United States of America. We have expanded this business to Peru and Argentina. letter to our shareholders Commitment with society, with our personnel and our shareholders. Fundación TELMEX. Maintain a solid financial position. Consolidated revenues increased 0.9% compared with 2005 and majority net income totaled 28.534 billion pesos, generating earnings per ADR of 2.50 dollars. These results were attained despite the impact of 39 US cents per ADR due to the non-recurring charges at Embratel related to the ICMS tax and to the income tax applied to international long distance services. In 2006, we maintained a solid financial structure that along with our access to other financial resources allowed us to grow and strengthen our position in the markets where we participate. Net indebtedness reached the equivalent of 7.519 billion dollars, generated by borrowings that at year-end 2006 rose to 9.263 billion dollars, a year-over-year increase of 771 million dollars. Of the 2006 total debt, 12.5% is short-term, 87.2% is in foreign currency and 44.5% carries a fixed rate. TELMEX’s long-standing central business objective has been to offer more and better telecommunications services to a higher number of customers. As a company committed to Mexico’s progress, moreover, we also have assumed a social responsibility for contributing to solutions for structural problems that our country faces. Through Fundación TELMEX, we have worked on nationwide permanent programs in education, health, justice, culture, sports, human development and natural disasters to benefit Mexicans with limited resources. TELMEX and its Foundation have the same objective: to contribute to the development of the country. TELMEX achieves this goal by providing more advanced telecommunications services and Fundación TELMEX by providing support to hundreds of thousands of Mexicans so that they improve their quality of life and meet their commitments to their family and to Mexico. In 2006, we continued to strengthen training and a sense of belonging among our personnel to offer the best and most complete range of services to our customers and maintain our leadership position. We have achieved this through the support of an organization of committed women and men who believe in service toward our company and customers. We thank all of our staff members for their dedication and effort. We follow through on our commitment to our customers by continually offering more and better services and the best market experience. In this manner we also provide value to our shareholders, supported by the profitable growth of the company, a sound financial position and efficient consolidation of our acquisitions. We have followed a successful path that has been put to the test in several scenarios, but the service calling of our personnel and our technological platform are key elements in maintaining our leadership position in the industry. We are well prepared and look forward to facing new challenges. Jaime Chico Pardo Oscar Von Hauske Solís Héctor Slim Seade Carlos Slim Domit Chairman President TELMEX International Chief Executive Officer Co-Chairman teléfonos de méxico 05 [ informe del director general ] 06 informe anual 2006 chief executive officer’s report At TELMEX, our objective is to offer our customers the telecommunications services that they need when and where they want to use them, under the best conditions. During 2006, our strategies were focused on aligning products and services with the specific needs of different market segments. Our near- and medium-term objective is to continue strengthening our presence in the markets that we serve and, recognizing the capabilities of our world-class platform and anticipate how best to satisfy the needs of our customers. Commercial Initiatives in Mexico Residential Market In 2006, our strategy for the Residential Market was focused on promoting expansion of broadband services, differentiating product offerings by market segment and beginning to transform our 387 Tiendas TELMEX (TELMEX Stores). During the year, we promoted the expansion of broadband services under our Infinitum brand by doubling the speed for the same price and integrating additional value-added services like e-mail accounts, child-safe Internet navigation, antivirus software and the Prodigy Cam service, an Internet-based home security system. In each initiative our goal was to maintain the best value proposal in the market. Additionally, we improved our telephone In 2006, applying our philosophy of providing what customers want when and how they want the service, we took further steps toward matching products to customers’ consumption patterns. One example is the introduction of Línea Hogar in February 2006, a package that includes a basic monthly service fee plus a flat rate for 200, 300 or 400 calls, whichever level the customer chooses. Another example is the launch of “Paquete TELMEX” in August 2006, which combines broadband access with different voice packages, offering customers preferred rates along with flexibility according to their consumption patterns. At Tiendas TELMEX (TELMEX Stores) we began a project to transform the stores to improve the customer experience. We modified the display and made operating improvements such as automated process for handling bill payments so that personnel can focus on the sale of our products and TELMEX has made significant investments to develop a state-of-the-art telecommunications network that delivers our diversified product and service offering. Infinitum accounts 1,822,550 387 TELMEX stores technical support system so that we can shorten response time and provide better service to our customers. The penetration of our broadband Infinitum service went from 4.9% of lines in December 2005 to 9.6% of lines in December 2006, serving more than 1.8 million customers. services. Now our stores allow our customers to touch and test TELMEX products and services, and they have a single point of contact to handle all of their business during their visits to the store. As part of this new store strategy, we expanded the available merchandise to offer 1,033,027 with an attractive product offering for our customers. 05 06 teléfonos de méxico 07 [ informe del director general ] 08 informe anual 2006 chief executive officer’s report rate but have the flexibility to mix various types of traffic, including long distance and calls to cellular users. Technological advances along with TELMEX´s high quality and far-reaching Prodigy Móvil, our wireless access in public sites, is part of Infinitum’s line of value-added services that have translated into universal access to our broadband services and are available in 873 sites such as airports, restaurants, hotels and other commercial establishments. Small and Medium-sized Businesses Market This year, we took additional steps to tailor our services to the needs of small and medium-sized businesses with the introduction of Asesor es TELMEX (TELMEX Advisors). The service gives business customers an exclusive contact number (01-800-1230321) to reach specially trained personnel who can help them build telecommunications solutions using the products and services that best fit their needs. We also began offering the Asesor es TELMEX service in TELMEX stores and through the telmex.com portal. These channels make it easy for our customers to access a wide offering of voice packages and subscribe to the most appropriate options. An example of how we apply this strategy is the Línea Negocio plan that includes 200, 500 or 1,000 local service calls for fixed monthly rents. At year-end 2006, more than 30% of our small and medium-sized business customers had some type of Línea Negocio plan. As a complement to Línea Negocio we began to market Números Más Marcados (Frequently Dialed Numbers). For an additional monthly fee, Línea Negocio allows customers to choose five local numbers for unlimited calls using speed dial. Another attractively priced service that we introduced to cover the various communications needs of businesses is the Minutos Flex (Flex Minutes) package. With it, customers pay a flat monthly communications network provide our small and medium-sized customers with stateof-the-art capabilities for their businesses at the same time that it increases the value of our connectivity services. Among these services the most important are: 1. Conexión Segura (Secure Connection). A platform of virtual private networks (VPN) over Infinitum that allows users to share applications among several sites with complete security while avoiding additional equipment investment and management expenses. 2. Correo Prodigy Negocios (Prodigy Business E-Mail). A professional e-mail platform based on MicroSoft Outlook® technology that provides secure Internet access along with the capability of sharing schedules and calendars among company personnel. 3. Respaldo en Línea Prodigy (Prodigy on-line Back-up). Guarantees automatic back-up and easy recovery of the customer’s key files. Billed line equivalents Corporate Market In 2006 we focused our efforts on expanding the Círculo Empresarial TELMEX (TELMEX Corporate Circle) program. It creates synergies and provides benefits to different corporate functions such as Information Technology, Provisioning and Human Resources. To enhance our commercial offering and offer more flexible alternatives that optimize the customer’s technology in- 2,330,033 computer retailer during 2006, positioning the company as an important participant in Mexico’s retail sales market. Our attention and service strategy for the small and medium-sized business segment is the result of intense work and integrated plans to anticipate and solve these customers’ needs and promote use of our products and services to support their growth. 2,010,866 a bigger variety of computer equipment and peripherals, new generation telephone equipment and entertainment-related products that customers can use with their Internet access platform. The changes made TELMEX Stores the nation’s leading 05 06 teléfonos de méxico 09 [ informe del director general ] 10 informe anual 2006 chief executive officer’s report vestment and operating cost structure, we developed managed solutions over Uninet’s platform, Mexico’s largest public data network. One of these options is the Hosted PBX service. Instead of investing in switching equipment, customers pay a flat monthly fee that covers a wide variety of services supplied from our data center “Triara” and transported over Uninet’s IP network. Another priority in 2006 was the development of services to help increase Uninet’s market penetration. We launched solutions like Sucursales en Red (Interconnected Branches), a single link that integrates voice and data services. Customers can choose among different levels of service with fixed monthly rates. Additionally, we launched Conexión Segura (Secure Commercial Initiatives in Argentina TELMEX’s emphasis on providing additional services that complement corporate customers’ needs defined our commercial initiatives in Argentina. There we implemented a more interactive sales process in order to develop integrated solutions that satisfy the needs of our customers. This commercial strategy also takes advantage of the multi-service network –based on IP/MPLS technology– which is a convergence network that accommodates voice, data and video services. Our corporate products offer integrated voice and data solutions with more flexibility and growth opportunities so our customers can optimize their resources and focus on growing their business. To better serve the small and mediumsized business segment, we enhanced access infrastructure, particularly in Our small and medium-sized business customers can apply telecommunications solutions that previously were available only for large corporations. We also enhanced our Opciones TELMEX SRI (Immediate Profitability Solutions) package offerings in order to provide more flexibility and growth opportunities to our customers. Simultaneously, we extended the fiber optic long distance network by more than 1,300 km., reaching the cities of Bahía Blanca and Mar del Plata in the south of the country and linking important cities in the interior of the province of Buenos Aires. Nationwide, we now reach 80 communities that represent 53% of the population. Our network upgrade gives us direct access to a larger residential market base and the opportunity to provide value-added services in addition to basic telephony. Argentina revenues (millions of Mexican pesos) 05 1,240 Even as we emphasized broadband in 2006, we continued to enhance our voice platform. In our LADA 800 product we incorporated new functionalities like Web page development to help customers manage their services on their own. In addition, we rolled out and promoted other value-added services that are unique in the market, such as Telespot and Conferencia Prodigy. regions with high concentrations of potential customers. The pre-WiMax network of 3.3 GHz was deployed in Argentina’s main cities (Capital Federal and GBA, La Plata, Mar del Plata, Mendoza, Cordoba and Rosario), allowing us to offer both high-quality data and voice services to this market segment. In November 2006, we launched Páginas TELMEX, (TELMEX Pages) our yellow pages service that complements our portfolio of products in the Argentinean market. 1,143 Connection), a service that supports virtual private networks and is provided through our Infinitum offering. This alternative is considered an introduction to the world of integrated networks for customers that have several branches but need only the basic service level. 06 teléfonos de méxico 11 [ informe del director general ] 12 informe anual 2006 chief executive officer’s report Commercial Initiatives in Chile During 2006, our strategies in Chile mainly focused on providing advanced telecommunications services to more corporate customers. Our efforts produced an 85% increase in the number of customer locations using our services, including attractive convergence offerings to take advantage of the opportunities that our multi-service IP/ MPLS network provides. In January 2007, Chile assigned 3.5 GHz frequency licenses to support IP convergence services with WiMax technology. This enables Net Fone, our convergence product provided in conjunction with Net, allows us to offer triple play services in Brazil. In local residential services, we improved quality of service for “Livre” (local wireless service access) by improving network operation and customer service. us to introduce additional service offerings for small and medium-sized businesses across the country. We expect to cover 98% of the population with this technology before year-end 2007. 05 42,676 06 We will continue to make the required investments in Mexico and in Latin America in order to have the technological platform that allows us to guarantee the security and quality of our products and services. Chile revenues (millions of Mexican pesos) In the highly competitive residential market, we are maintaining our position with domestic and international long distance package offerings, along with our value-added services like control móvil (mobile control) which allows subscribers to manage their telecommunications budget by specifying the proportion of their minutes that can be used for calls from mobile phones and cobro revertido móvil (Mobile Reverse Charge to fixed lines). 1,364 In the residential segment, we promoted long distance service with código 21 (code 21), focusing on customers and types of traffic with high potential and profitability. Additionally, we launched the market’s first “all in one” package incorporating domestic and international long distance regardless of whether the calls originated on fixed or mobile phones. Mobileoriginated traffic continued to grow by offering código 21 to Claro customers, including customers of other mobile operators. Brazil revenues (millions of Mexican pesos) 40,250 Embratel, our company in Brazil, focused its commercial efforts on increasing data services and local telephony. In the domestic long distance market, Embratel was able to reverse the market share slide of the previous year. In voice services, the strategy focused on launching new value-added services like Solución 21 (Solution 21). It combines a platform with a domestic number and software that can handle incoming calls (like 800 numbers) to provide various capabilities such as voting from a distance, making donations and accessing reports in real time through an Internet site. In the market segment made up of small and medium-sized businesses, Embratel’s strategy focused on accelerating growth by offering local voice services and updating long distance product offerings. The strategy also emphasized packages designed to help increase customer retention and attract new customers. In March, Net launched Net Fone voice service, our convergence product through which our customers in Brazil have access to triple play services combining voice, data and video with coverage in 9 cities. 1,358 Commercial Initiatives in Brazil 05 06 teléfonos de méxico 13 [ informe del director general ] 14 informe anual 2006 chief executive officer’s report In 2007, with the integration of cable TV companies, we will be able to offer triple Commercial Initiatives in Peru TELMEX Peru offers data transmission services, Internet access, public telephony and voice services to corporate, small and medium-sized business and residential customers through its fiber optic network and its last mile wireless network using the 3.5 GHz band. Colombia revenues (millions of Mexican pesos) 909 Expanded presence in the corporate market and our entry into the small and medium-sized business market opened up new opportunities for our operations in Colombia. In that market we are focused on differentiating our product offerings through innovation, entering the local telephony market, developing managed IP telephony services, introducing Internet solutions for mid-sized companies and promoting managed videoconferencing, among others. phone directories. They are distributed in more than 18 states. The company also offers Sección Amarilla, or Yellow Pages, access through the Internet. 576 Commercial Initiatives in Colombia 05 06 In Colombia we laid the foundation for our upcoming triple play offering. Commercial Initiatives in the United States of America In the small and medium-sized business segment, we launched the X-plor@ packages integrating voice and Internet access. The service is available in the main commercial districts in Lima and 8 other cities. During 2006, the focus of our strategy in the United States was to offer integrated solutions, diversify alternatives and maximize the access conditions and maximize network function for global and multi-national customers and telecommunications operators. In the mass market, TELMEX USA continued selling prepaid telephone cards in states with high concentrations of Hispanic communities. In order to diversify our services in the United States, in October 2006 TELMEX acquired 80% of Cobalt Publishing, LLC, an affiliate of Blue Equity, LLC, a U.S. company that edits the Spanish-language “Enlace” tele- In order to enhance service to customers and integrate a triple play offering, we acquired Boga Telecomunicaciones S.A., a cable TV company operating in Lima and Chiclayo. Peru revenues (millions of Mexican pesos) 05 729 In 2006, we established a strategic commercial alliance with IBM to use our new multi-service network to provide Data Center services to our corporate customers. 655 play services to residential customers. That capability enhances our value offering and places us in a leadership position among telecommunications companies. In Chile, the assignment of the 3.5 GHz frequencies opened up the opportunity to offer IP convergence services with WiMax technology. 06 teléfonos de méxico 15 informe del director general 16 informe anual 2006 chief executive officer’s report security of TELMEX’s telecommunications networks Through our Network Supervision Centers, we have the capacity to operate TELMEX’s telecommunications network 24 hours a day, 365 days a year. The Network Supervision Centers have all of the state-of-the-art technology needed to handle in real time any event that may harm the security of the equipment and services supported by TELMEX’s network. With this organizational structure, TELMEX guarantees the security of our telecommunications networks in Mexico and in Latin America. When disasters have caused interruptions in telecommunications service, TELMEX has demonstrated our commitment to reconstruct our infrastructure and recover service as quickly as possible. An example of that occurred during 2006 in southeastern Mexico, Our supervision centers Security of the telecommunications networks in Mexico and in Latin America is a priority for TELMEX. This is why the company makes significant investments each year that allow us to guarantee customers the highest degree of security for their operations. control 100% of the components of TELMEX’s telecommunications networks, assuring service availability 24 hours a day, 365 days a year. Moreover, the Centers are managed to require supervision of all access to the equipment rooms as well as intervention in any of the elements that comprise TELMEX´s telecommunications network. Nobody can interfere with the network equipment without specific authorization from these Supervision Centers. In addition to our emphasis on security, TELMEX operates one of the industry’s most advanced organizations both in preventing service interruption and in the ability to continue to operate during crisis situations such as those caused by natural disasters like hurricanes, earthquakes, fires, etc. where we not only quickly reinstated service but also redesigned the network by installing 373 kilometers of fiber optic cable and thereby reduced the risk of severe interruptions in the future. teléfonos de méxico 17 informe del director general 18 informe anual 2006 chief executive officer’s report social telephony Since the company was privatized 16 years ago, TELMEX has followed a policy of driving the development of telecommunications based on social responsibility and connectivity for all market segments. Additionally, through Fundación TELMEX we have helped address some of the main social problems of the country. During 2006, we obtained the concession to operate the Fondo de Cobertura Social II (Fund for Social Coverage II), that will allow us to provide voice, data and Internet access in 7,225 communities. That installation involves 94 thousand rural lines and will benefit 5.2 million inhabitants. Also in 2006, we obtained the license to use the 450 MHz frequency with CDMA 7,225 communities will have voice and data services as well as Internet access. TELMEX is the only fixed line operator with coverage in all local areas of the country. We provide service in 100% of communities with more than 5,000 inhabitants, which together represent 90.6% of the population. This extensive TELMEX presence is the result of our commitment to advance the development of the telecommunications industry in the whole country. As part of that commitment, we deliver the benefits of telecommunications to all communities in the country, especially rural areas where access can be difficult. To accomplish this, TELMEX has developed diverse programs like public and rural telephony, the Fund for Social Coverage and the e-México program. technology in close to 12 thousand rural communities. This represents another opportunity to modernize our telecommunications platform in rural areas in such a way as to optimize the required investment and reduce operating costs. In 2006, we invested close to 71 million dollars in public telephony and rural connectivity, enabling us to increase coverage and provide voice, data and Internet access to 2,196 additional communities, benefiting 1.8 million inhabitants. In Mexico, TELMEX is the only telecommunications company with presence in the most remote areas of the country. Our company provides more than 1 million rural lines that benefit more than 21 million inhabitants and offers Internet access in more than 4 thousand 800 Community Digital Centers. Regarding public and rural telephony, at year-end 2006, TELMEX had more than 766 thousand public phones in service and more than one million rural lines serving 21 thousand 341 rural communities, benefiting more than 21 million inhabitants. Additionally, TELMEX operates the stage II and stage III of the e-México program that along with the Federal Government provides Internet service to 4,800 Community Digital Centers in 4,045 communities. teléfonos de méxico 19 [ informe del director general ] 20 annual report 2006 chief executive officer’s report Fundación TELMEX: commitment with society Our community service is carried out through Fundación TELMEX, which continues to act on its mission of helping solve some of the main problems that affect our country. The Foundation actively participates in the areas of education, health, nutrition, justice, culture and human development. pairs of eyeglasses were donated to students in the 1996-2006 period. Fundación TELMEX supports culture as part of fully developing human potential. Therefore it eases access to art by supporting the Soumaya museum and its temporary Support for 47,862 surgeries occurred through the health and nutrition programs. Additionally, it develops emergency programs in case of natural disasters. All of us at TELMEX are proud to be associated with the important activities that our foundation supports. In health, Fundación TELMEX supported 47,862 surgeries in 2006, bringing the total to 202,488 surgeries in the 1996-2006 period. The program emphasizes general surgery and specialties like orthopedics, ophthalmology and reconstructive surgery. In 2006, 862 transplants were carried out, bringing the total to 3,615 organ and tissue transplants since this program began in 2001. In nutrition, 1,357,500 one-kilogram bags of nutritional candy were distributed, benefiting children in rural areas mainly in the states of Chiapas, Chihuahua, Durango, Estado de México, Guerrero, Hidalgo, Oaxaca, Quintana Roo, Sinaloa, Tlaxcala, Veracruz and Zacatecas. In education, 11,970 scholarships were granted in 2006, bringing the total for the 10-year period to 154,759 scholarships for college and post-graduate students throughout the country. During 2006, Fundación TELMEX supported 26 institutions that received 3,342 PC’s. In the 1996-2006 period, the program helped 607 institutions and provided 31,078 PC’s. As part of the Programa “Ayúdame a Llegar” (Help me get there Program), 29,379 bicycles were donated. Along with the previous years’ donations, 87,443 bicycles have been provided under this program. Additionally, 67,750 exhibits, special exhibits and loans to other museums. In sports, the TELMEX amateur soccer cup tournament was held for the eighth consecutive year. It annually attracts the nation’s largest number of tournament participants, for a total of 84,283 female and male teams since the program began in 1996. Since 1996 Fundación TELMEX has worked to benefit the community and improve the quality of life. TELMEX and Fundación TELMEX offer humanitarian aid in places affected by natural disasters, providing groceries, bottled water, generators, water purifying equipment, and humanitarian help in general. In 2006, the equivalent of 105 tons of humanitarian support was delivered, bringing the total to 27 thousand 479 tons of humanitarian support in the 1996-2006 period. Fundacion Telmex Results • Education Scholarships Institutions that have received PC equipment Computer equipment Programa de Ayúdame a Llegar (Help Me Get There Program) (bicycles) • Health and nutrition Surgeries Transplants Programa Arranque Parejo en la Vida (special equipment) Nutritional candy (1 kg. bags) • Bail bonds • Natural disasters support (Tons of humanitarian support) • Public and private institutions Copa Mexico TELMEX (soccer teams) 2006 1996/2006 11,970 26 3,342 154,759 607 31,078 29,379 87,443 47,862 862 204,173 3,615 – 1,357,500 3,942 2,376 5,775,500 51,948 105 101 9,021 27,479 1,294 84,283 teléfonos de méxico 21 comments on the consolidated financial statements The following comments should be read along with the consolidated financial statements and their notes included in this Annual Report. Our financial statements have been prepared in conformity with Mexican Financial Reporting Standards (MFRS). Consolidated statements of income Millions of Mexican pesos with purchasing power at December 31, 2006 2006 Year ended December 31 million pesos Operating revenues: Local service Domestic long distance service International long distance service Interconnection Corporate networks Internet access service Others Operating costs and expenses: Cost of sales and services Commercial, administrative and general Transport and interconnection Depreciation and amortization Operating income Comprehensive financing cost: Interest income Interest expense Exchange loss (gain), net Monetary gain, net Income before income tax and employee profit sharing Provisions for: Income tax Employee profit sharing Income before equity interest in net income of affiliates Equity interest in net income of affiliates Net income Distribution of net income: Majority interest Minority interest 22 annual report 2006 2005 % of total revenues million pesos % of total revenues Ps. 60,428 40,205 13,234 18,365 22,693 12,296 7,785 175,006 34.5 % 23.0 7.6 10.5 13.0 7.0 4.4 100.0 Ps. 62,252 39,335 14,025 19,586 20,324 11,071 6,912 173,505 35.9 % 22.7 8.1 11.3 11.7 6.4 3.9 100.0 35,799 35,035 31,318 24,563 126,715 48,291 20.5 20.0 17.9 14.0 72.4 27.6 % 36,064 29,174 30,421 25,999 121,658 51,847 20.8 16.8 17.5 15.0 70.1 29.9 % (3,648) 8,088 1,639 (2,453) 3,626 44,665 (4,060) 8,060 3,762 (2,109) 5,653 46,194 13,059 3,002 16,061 12,310 3,049 15,359 28,604 458 Ps. 29,062 30,835 69 Ps. 30,904 Ps. 28,534 528 Ps. 29,062 Ps. 30,006 898 Ps. 30,904 chief executive officer’s report Summary In 2006, consolidated revenues rose 0.9% to 175,006 million pesos, mainly due to revenue increases from corporate networks, Internet access and domestic long distance of 11.7%, 11.1% and 2.2%, respectively, as well as to the 12.6% increase in other revenues, which include operations of Sección Amarilla (Yellow Pages) and Tiendas TELMEX (TELMEX stores). Revenues from interconnection, international long distance and local service decreased 6.2%, 5.6% and 2.9%, respectively. In 2006, the proportion of revenues generated by operations in Mexico was 73.3%, while operations in Latin America contributed 26.7%. Of total revenues, 75.6% was related to voice services, including local, long distance and interconnection services, and 20.0% to corporate networks and Internet access services. The proportion of revenues from voice-related services represented a decline from 77.9% of total revenues in 2005 to 75.6% in 2006. In Mexico, our revenues decreased 1.1% in 2006 despite the 12.9% increase in revenues from Internet access and the 14.1% increase in other revenues (Tiendas TELMEX, or TELMEX stores, and Sección Amarilla, or Yellow Pages), which did not offset the reduction of revenues from local service, long distance and interconnection. In 2006, the increases in the corporate networks and domestic long distance businesses in Latin America offset the results from Mexico. Operating income totaled 48,291 million pesos. If we eliminate the impact from non-recurring charges in Brazil related to the ICMS tax and income tax applied to incoming international long distance traffic, operating income would have reached 52,660 million pesos, 1.6% higher than in 2005. Our consolidated operating margin was 27.6% in 2006 compared with 29.9% in 2005. The operating margin for our operations in Mexico was 37.2% in 2006 and 36.5% in 2005. On a consolidated basis, majority net income for 2006 was 1.36 pesos per share and the equivalent of 2.50 dollars per ADR. Operating revenues Local service revenues Local service revenues decreased 2.9% in 2006 from the previous year and totaled 60,428 million pesos. In our operations in Mexico, revenues were 56,140 million pesos in 2006 compared with 58,062 million pesos in 2005, a decrease of 3.3%. Contributing factors included lower rates in real terms, the introduction of packages that stimulate usage but have lower rates, the reduction of public telephony traffic because of competition from cellular companies and other fixed telephony providers, and the migration from dial-up Internet access to broadband. These effects were partially offset by higher penetration from digital services. The percentage of lines with at least one digital service (like call waiting, caller ID, voice mail, three-way calling and call forwarding) rose to 44.2% in 2006 compared with the year-earlier 41.4%. In our operations outside Mexico, local service revenues increased 34.2% in 2006. The increase was mainly due to growth in local service revenues at Embratel, reflecting more corporate lines and a significant increase in residential customers subscribing to the “Livre” service (previously Vésper), which increased 32% to 939 thousand lines at year-end 2006. Domestic long distance service revenues In 2006, domestic long distance service revenues increased 2.2%, totaling 40,205 million pesos. The increase was mainly due to higher long distance revenues from the operations in Latin America, particularly Embratel, where traffic increased 16.2% largely because of calls originated on mobile phones and advanced voice services for corporate customers. Domestic long distance revenues from the operations in Latin America totaled 22,681 million pesos. In Mexico domestic long distance revenues decreased 3.8% due to the reduction in revenue per minute in real terms and the introduction of domestic and international calling party pays in November 2006, which reduced domestic long distance traffic approximately 137 million minutes. International long distance service revenues In 2006, international long distance service revenues decreased 5.6%. The decrease in part was due to Embratel’s operations, which were adversely affected by a 7.2% decline in traffic and a decrease in settlement rates for traffic terminated in Brazil. International long distance revenues in Mexico decreased 0.6% as a result of lower rates in real terms, partially offset by an increase in international settlement revenues due to higher incoming traffic. Outgoing billed minutes increased 4.8% and incoming billed minutes 31.8%. Interconnection service revenues In 2006 interconnection service revenues decreased 6.2%. The decrease was mainly due to our operations in Mexico, where calling party pays revenues declined 9.1% and the calling party pays rate was cut 10% teléfonos de méxico 23 chief executive officer’s report Total revenues 04 05 175,006 03 173,505 137,311 02 154,052 137,345 (million pesos) 06 for the second consecutive year. Partially offsetting these decreases were an increase of 5.2% in interconnection traffic and higher traffic with cellular and long distance operators compared with the previous year as well as the introduction of domestic and international calling party pays in November 2006. Corporate networks service revenues In 2006, corporate network service revenues increased 11.7%. Our Latin American operations were the primary contributor to the increase. In particular, Embratel benefited from an increase in billed line equivalents for high-speed services of 64 Kbps from a 34.5% increase with cellular operators and from the first full year of revenues from Primesys, acquired in December 2005. In Mexico during 2006, corporate network services revenues remained at a level similar to that of 2005 as the 15.9% increase in billed line equivalents was offset by the competition-driven reduction in the average revenue per billed line equivalent. Internet access service revenues Internet access service revenues are comprised of dial-up access and broadband Internet access (Infinitum). In 2006, Internet access service revenues increased 11.1%. The increase was mainly generated by Internet access revenues in Mexico, which gained 12.9% as a result of a 76.4% increase in the number of broadband (Infinitum) customers to 1 million 823 thousand customers at year-end 2006. Also contributing to the increase in Internet access service revenues was the migration of dial-up customers to broadband. Basic earnings per share (pesos) 24 1.27 1.31 1.36 02 04 05 06 1.04 0.91 Other services revenues 03 annual report 2006 The main components of other revenues are yellow pages advertising, Tiendas TELMEX (TELMEX stores), sales of telecommunications equipment and accessories, and third-party billing and collecting services. In 2006, other revenues increased 12.6%, primarily due to the 14.1% increase in other revenues in Mexico driven by higher sales in Tiendas TELMEX (TELMEX stores), strong yellow pages advertising sales, and billing and collecting services to third parties. Operating costs and expenses Cost of sales and services In 2006, cost of sales and services decreased 0.7%, totaling 35,799 million pesos. Cost of sales and services of our operations outside Mexico rose 13.0%, reflecting an increase in regulatory charges at Embratel related to the Telecommunications Service Universal Fund (FUST), charges related to the new long distance concession that took effect in Brazil in January 2006, and the consolidation of Primesys, acquired in December 2005. In Mexico, cost of sales and services decreased 2.0%, reflecting initiatives to control costs and optimize resource use, which decreased maintenance and materials expenses and offset an increase in costs from higher computer sales. Commercial, administrative and general expenses In 2006, commercial, administrative and general expenses increased 20.1%. The increase reflected non-recurring charges at Embratel of 3,240 million pesos (632 million reais) related to the ICMS tax (Imposto Sobre Circulação de Mercadoria e Prestação de Serviços) and 1,129 million pesos (222 million reais) for contingencies related to the income tax applied to incoming international long distance service in Brazil. In México, commercial, administrative and general expenses increased 1.6%, reflecting a higher level of uncollectables as a result of writing off 201 million pesos of unpaid charges in conjunction with a 2005 agreement with a data operator. The increase in costs also reflected higher advertising expenses to drive the sale of packages. Transport and interconnection Interconnection costs mainly comprise payments to cellular companies in Mexico under the calling party pays program and transport costs related to our operations in Latin America, including payments to other operators for the use of infrastructure to complete calls in areas where we don’t have a network. In 2006, total interconnection and transport costs increased 2.9%. chief executive officer’s report In 2006, comprehensive financing cost declined 35.9% to 3,626 million pesos from the yearearlier 5,653 million pesos. The changes in key components were as follows: Interest income decreased 10.1% in 2006 from a year ago because of the lower average level of financial assets and in addition, the pre- 1.16 0.93 0.98 1.06 04 05 06 Net debt is defined as total debt less cash, cash equivalents and marketable securities. EBITDA is defined as operating income plus depreciation and amortization. Because average monetary liabilities exceeded average monetary assets, we recognized an increase of a net gain from monetary position of 16.3% in 2006. The increase reflected a higher net monetary position and a higher inflation rate compared with 2005. Net income Net income decreased 6.0% in 2006 due to a decrease in operating income, partially offset by a decrease in comprehensive financing cost. Majority net income decreased 4.9% year over year. Based on the weighted average number of outstanding shares in 2006 and 2005, majority net income was 1.36 pesos per basic share compared with 1.31 pesos per basic share the previous year. Consolidated debt At December 31, 2006, total debt rose to 100,743 million pesos (approximately 9.263 billion dollars), compared with total debt of 96,853 million pesos (approximately 8.492 billion dollars) at December Capitalization ratio (%) 02 03 04 05 48.7 Comprehensive financing cost 03 45.0 In 2006, operating income decreased 6.9% to 48,291 million pesos, reflecting the increases of 0.9% in revenues and 4.2% in costs and expenses. Our operating margin decreased to 27.6% in 2006 due to factors affecting the international operations. If we eliminate the non-recurring charges of the ICMS tax and income tax applied to incoming international long distance traffic at Embratel, the operating margin would have been 30.1% and operating income would have totaled 52,660 million pesos, 1.6% higher than in 2005. In 2006, operating income in Mexico increased 0.7% due to the 1.1% decrease in revenues partly offset by the decline of 2.2% in operating costs and expenses. The operating margin in Mexico was 37.2% in 2006 and 36.5% in 2005, mainly due to the reduction in costs and lower depreciation. 02 45.6 Operating income In 2006, we had a net exchange loss of 1,639 million pesos, as a result of the depreciation of approximately 1.5% in the value of the peso against the dollar and approximately 11.2% in the value of the peso against the Brazilian reais, partially offset by a net gain of 169 million pesos from currency hedges. At December 31, 2006, we had currency hedges for 6.793 billion dollars, 95.76% of the total in dollars to pesos, and 3.98% in dollars to reais and 0.26% of dollars to euros. 46.6 In 2006, depreciation and amortization decreased 5.5%, primarily reflecting an 8.0% decrease in our operation in Mexico due to less restatement of the value of fixed assets, fewer depreciable assets, and technological advances that have reduced equipment prices. In our operations in Latin America, depreciation and amortization charges increased 2.1% as a result of higher investments and the recognition of intangible assets at Embratel. Interest expense increased 0.3%, mainly due to the impact of 1,101 million pesos related to interest rate swaps that effectively lowered the rate to 8.54% at year-end-2006 from the year-earlier 9.01%, offset by a lower average cost of debt at Embratel and for the repurchase of debt in 2005. Net debt / EBITDA 0.91 Depreciation and amortization vious year included the May 2005 gain of 534 million pesos on the sale of MCI shares, partially offset by a non-recurring inflation-related gain of 1,592 million pesos in Embratel’s income tax. 52.0 In our operations outside Mexico, these costs increased due to long distance traffic growth and last mile costs. In Mexico, interconnection costs increased 0.5% due to the introduction of domestic and international calling party pays. 06 teléfonos de méxico 25 chief executive officer’s report Payments Due by Period (as of December 31, 2006 in millions of pesos) Total debt 1 1 Total 2007 2008-2009 2010-2011 2012 and beyond 100,743 12,551 33,215 29,802 25,175 Excludes interest payments. 31, 2005. At December 31, 2006, 85.97% of our consolidated debt was in US dollars, 12.81% in Mexican pesos, 0.04% in Brazilian reais and 1.18% in other currencies. At December 31, 2006, 55.5% of our debt obligations bore interest at floating rates. The additional U.S. dollar- and peso-denominated debt incurred in 2006 was primarily due to: i) the restructuring of our syndicated loan, which increased our indebtedness by 500 million dollars to 3 billion dollars, ii) a new 500 million dollars syndicated loan, iii) our issuance of 4.5 billion pesos principal amount of peso-denominated global senior notes due 2016 and iv) new loans to Embratel for 611 million dollars, partly offset by the amortization of our indebtedness. The table shows the calendar for payments of indebtedness (including financial leases) as of December 31, 2006. At December 31, 2006, our hedges (excluding Embratel) reached 4.255 billion dollars and our cross currency swaps were 2.250 billion dollars, compared with a total U.S. dollar-denominated liability of 73,995 million pesos (approximately 6.804 billion dollars) in 2005. A little more than half of our peso-denominated indebtedness (12,900 million pesos at December 31, 2006) bears interest at floating rates. 26 annual report 2006 At December 31, 2006, the total amount covered with interest rate swaps in pesos was 31,952 million pesos. At December 31, 2006, Embratel had swaps and forwards covering 288.3 million dollars of its indebtedness. Embratel recognized a charge of 642.9 million pesos in 2006, reflecting the effects of exchange rate variations under its hedging agreements. Capital expenditures Our capital expenditures were 21,537 million pesos in 2006 and 25,618 million pesos in 2005. In 2006, we used 78.4% of our capital expenditures for growthoriented projects that leverage our voice, data and transport infrastructure, 18.1% for operational support projects and operating needs, and 3.5% for social telephony. Dividends paid in cash Dividends paid totaled 8,526 million pesos in 2006 and 8,903 million pesos in 2005. The dividend paid per share was 0.403 nominal pesos in 2006 and 0.370 nominal pesos in 2005. Our subsidiary Embratel paid dividends to minority shareholders for an equivalent amount of 408 million pesos. Share repurchases The amount used for share repurchases was 23,789 million pesos in 2006 and 17,981 million pesos in 2005. During 2006, 1,838 million Class “L” shares were repurchased for 23,737 million pesos and 3.9 million Class “A” shares for 52 million pesos. The total amount of repurchased shares was equivalent to 8.3% of shares outstanding at year-end 2005. At December 31, 2006, total outstanding shares were 20,203 million, comprised of 8,115 million Class “AA” shares, 446 million Class “A” shares and 11,642 million Class “L” shares. On October 9, 2006, The Ordinary Shareholders’ Meeting approved an increase of 15 billion pesos to the maximum amount of the resources authorized for the repurchase of the Company’s shares. The program had a net balance of 931 million pesos before the increase was approved. chief executive officer’s report Corporate Governance At TELMEX, we adhere to the highest ethical standards. Applying high values gives us a solid basis for day-to-day decision-making so that we can focus our attention on delivering world-class telecommunications services and, therefore, respond to our commitment to benefit society. Carrying out our corporate governance policy, we continue to enhance the company’s management environment through: • Systematically following well-defined processes and thereby providing more transparency in strategic and operating decisions; • Clearly describing the attributes and responsibilities of the company’s management and supervisory bodies; • Continuously seeking out best corporate practices; • Strengthening corporate ethics through clearly identifying and complying with our corporate values. The creation of independent oversight bodies is a key aspect of making the management of the company more transparent. For this reason, TELMEX’s Board of Directors has Corporate Practices, Audit and Financial and Planning Committees that ensure that corporate management is carried out in an ethical environment and according to established internal controls. The first edition of our Code of Ethics was prepared in 1999, and in 2006 the content was restructured to make it easier to consult as well as to incorporate material related to new conditions in our environment. We also updated our strategy for disseminating the Code of Ethics to make sure that it is readily available throughout TELMEX. The most relevant points of our Code of Ethics are: 1. Values and principles. This section presents our Mission, Vision and Values, which are: • Work. • Growth. • Social Responsibility. • Austerity. 2. Corporate principles In the Company, we focus all our activities on the principles of: • Customer Service. • Quality. • State-of-the-art Technology. 3. Our conduct principles We enforce three conduct principles in our Company: Abiding by established guidelines, non-discrimination and integrity. The benefits of transparency, abiding by the rules and responsibility to society continue to prevail throughout the Company. As a result we have developed a work culture in which our company will continue to evolve and which gives us a strong foundation to face the challenges that come with change. 4. The challenges of the new regulatory environment Lead us to highlight the importance of the “Ley Federal de Competencia” (Federal Competition Law) and the Corporate Governance rules in our everyday tasks. These are the actions that TELMEX has carried out in 2006 in Mexico and in the countries where we have operations. We reiterate our permanent commitment to our customers, shareholders, and society. The continuing development of the telecommunications sector, particularly in Mexico, Argentina, Brazil, Chile, Colombia and Peru, where we have operations, brings new challenges. With the strong foundation that we have built in TELMEX, we are ready to face them. Héctor Slim Seade Chief Executive Officer Corporate governance practices Pursuant to Section 303A.11 of the Listed Company Manual of the New York Stock Exchange (NYSE), we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. This description is available on our website at www.telmex.com/explorer/esto/pdf/NYSEDisclosure.pdf teléfonos de méxico 27 audit committee report Mexico City, March 14, 2007 To the Board of Directors of Teléfonos de México, S.A.B. de C.V. (TELMEX). Mr. Chairman and Board Members: The Company’s management has the basic responsibility of issuing financial statements based on generally accepted accounting principles in Mexico, preparing financial information in a timely manner, and implementing internal control systems. The Audit Committee has reviewed the consolidated and audited financial statements of Teléfonos de México, S.A.B. de C.V. (TELMEX) and subsidiaries as of December 31, 2006. This review included analysis and approval of policies, procedures and accounting practices of the Company and its subsidiaries. The accounting policies for the preparation of the Company’s financial information proposed and recommended by this Committee have received the approval of the Board of Directors. As a result of the review of the abovementioned financial statements, which include financial information on the companies controlled by TELMEX, and based on the activities carried out in connection therewith by this Committee and the work performed by the External Auditors and the Telmex Internal Auditing Area, it is concluded that such financial statements reasonably reflect in all relevant aspects the consolidated financial position of Telmex and its subsidiaries at December 31, 2006, the results of their operations, changes in stockholders’ equity and changes in consolidated financial position for the year ending as of such date, based on Mexican Financial Reporting Standards. 28 annual report 2006 The Committee evaluated the performance of the External Auditors, who are responsible for expressing an opinion about the reasonableness of the financial statements of the Company and the conformity of such financial statements to Mexican Financial Reporting Standards. The Committee determined that the external auditing firm retained for reviewing the financial statements of the Company, as well as the External Auditor who performed it, meet the professional standards and have the intellectual and economic independence necessary to perform this duty. The Committee has ensured that interim public financial information, such as the quarterly financial information presented to the Mexican Stock Exchange and the National Banking and Securities Commission, has been prepared in accordance with the same principles, procedures, criteria and accounting practices used in the preparation of the annual financial information. Based on the aforesaid reviews and comments, the Committee recommends that the Board of Directors approve the audited consolidated financial statements of Telmex and subsidiaries as of December 31, 2006, so that they may be included in the Annual Report by the Chief Executive Officer on the 2006 fiscal period, which is to be submitted, in due course, for approval by the Shareholders’ Meeting. Additionally, TELMEX has an Internal Auditing Area. The internal control and internal auditing system of the Company and the companies it controls has been reviewed and evaluated by the Audit Committee and, in the Committee’s opinion, is sufficient to allow the Company to operate in an effective control environment. The External Auditors have studied, evaluated and validated the effectiveness of the internal control system and the Internal Auditing Area for the purpose of auditing the financial statements and have provided additional services, which were also adequate and satisfactory The External Auditor’s report on the effectiveness of internal controls at December 31, 2006 will be issued in conjunction with the 20-F “Annual Report” to be filed with the Securities and Exchange Commission, without any significant deficiencies or deviations having been reported in the meetings held by this Committee with the External Auditor. The aforesaid system covers the general guidelines approved by the Board of Directors, upon the recommendation by this Committee. Neither this Committee nor the General Management of the Company has had any knowledge of non-compliance with the operational and accounting records guidelines and policies of the Company or of any companies it controls, nor, to its knowledge, have any remarks by shareholders, board members, relevant executives, employees and any other third parties, been brought to its attention, regarding accounting, internal controls and other matters relating to the internal or external audit, nor is it aware of any claims made with respect to any actions deemed irregular in the management thereof. The members of this Committee have been following the resolutions issued at the Meetings of the Shareholders and the Board of Directors mainly through the reports submitted to, and matters discussed in, the Meetings of the Board of Directors and the Audit Committee itself. The Committee verified that there are controls in the Company that allow a determination of whether the Company compiles with applicable legal and administrative dispositions and reviewed the respective reports regarding litigation and proceedings that in each case could represent a contingency. As a result, the Committee did not detect any significant risk that could result from the current legal situation of the Company and that could have an effect on the Company’s financial statements. Finally, TELMEX’s Audit Committee also submits for consideration by the Board of Directors, for eventual submission to the Shareholders’ Meeting, the opinion referred to in Article 28, Section IV, paragraph (c) of the Mexican Securities Market Law in connection with the audited consolidated financial statements of Telmex and subsidiaries as of December 31, 2006, and the Notes thereto, issued by the External Auditors of the Company, which form an integral part of the report of TELMEX’s Chief Executive Officer prescribed by article 44, section XI of the aforesaid Law. Based on the analysis of this Committee of the above-mentioned financial statements and on the respective report by the External Auditor, the Audit Committee issues the following opinion: 1. The accounting and information policies and criteria followed by the Company are adequate and sufficient, taking into account its specific circumstances. 2. Such policies and criteria have been consistently applied in the information submitted by the Chief Executive Officer. 3. As a result of the remarks stated in paragraphs 1 and 2, the information submitted by TELMEX’s Chief Executive Officer reasonably reflects the financial position and the results of the Company. Antonio del Valle Ruiz Chairman teléfonos de méxico 29 corporate practices committee report Mexico City, March 14, 2007 To the Board of Directors of Teléfonos de México, S.A.B. de C.V. (TELMEX). Mr. Chairman and Board Members: The principal issues that have been discussed by the Corporate Practices Committee are the following: We analyzed the Performance Evaluation System applicable to relevant executives, as well as the system under which cash bonus payments have been made as additional compensation, considering that both adhere to policies and guidelines approved by the Board. We analyzed the structure and policies used in determining the compensation packages for TELMEX top-level executives which, once reviewed, received the favorable opinion of the Committee and the subsequent approval of the Board, as they were considered proportional to the executives’ performance and within market standards. Such compensation packages comprise of fixed compensation, which includes base salary, monthly benefits and various annual benefits, as well as, in accordance with respective evaluations, an annual compensation granted as incentive through a cash bonus. We became acquainted with TELMEX’s transactions with related parties, its subsidiaries in Mexico and Latin America, during the period of January to December 2006, which were audited by the firm Mancera, S.C., a member practice of Ernst & Young Global (TELMEX’s external auditors). The 30 annual report 2006 following significant transactions (which exceed 1% of the value of TELMEX’s consolidated assets) were identified: • With Radiomóvil DIPSA in Mexico as well as with BCP, Tess, Algar Telecom Leste, BSE, Americel, Stemar, Telecomunicaciones Limited, Telet and ALBRA (corporations of América Móvil in Brazil which operate under the Claro brand), for telecommunications services. • With Carso Infraestructura y Construcción, Sinergia Soluciones Integrales para la Construcción, P.C. Industrial, Grupo P.C. Constructores, Sitcom Electronics, Microm, Proyectos Construcciones e Instalaciones, Industrial Afiliada (Grupo Carso subsidiaries), for expansion and maintenance of TELMEX’s plant. • Transactions with related parties. • Complete compensation for the Chief Executive Officer and relevant executives. • Use or enjoyment of the assets of the Company and of the companies it controls. • Use of aircraft. • Authorization of loans or any other type of credit or guarantee to related parties The fourth edition of the Code of Ethics, which incorporates the demands of the new environment, was reviewed. In order to prepare this report, the opinions of relevant executives were obtained, and such opinions concur with this report. During the period of operations of this Committee, no request whatsoever was received to allow board members, relevant executives or persons in management positions to take advantage of business opportunities that belong to the Company or to the companies it controls, or over which the Company has significant influence. The Committee, in due observance of the Mexican Securities Market Act, issued its favorable opinion and submitted in due course for consideration by the Board, the applicable policies and guidelines for the following matters: Fernando Solana Morales Chairman finance and planning committee report Mexico City, March 14, 2007 To the Board of Directors of Teléfonos de México, S.A.B. de C.V. (TELMEX). Mr. Chairman and Board members: The principal issues that have been discussed in the sessions of the Finance and Planning Committee of the Board of Directors are the following: • We reviewed the results of the investment programs and liabilities of the Company at year-end 2006. The investments and financing complied with the policies established by the Board and achieved the projected viability. • In addition, we carried out an evaluation and verified that the strategic position of the Company is consistent with its strategic plan. We consider that this information should be included in the Annual Report of the Board of Directors to the Shareholders’ Meeting, at which the 2006 results will be presented, in order to comply with the Code of Best Corporate Practices. • We analyzed and evaluated the projected investment and liabilities plan for 2007. Both the projected investments and liabilities are within framework of the policies established by the Board, which policies are also in line with the established strategic vision of the Company. • Therefore, the Committee determined that the principal investments and financing for 2007 planned by management are viable and adequate. • We also reviewed the figures of the financial statements as of December 31, 2006, compared them with the figures for 2005 and with the 2006 budget, and analyzed the premises and financial projections included in the Company’s budget for 2007. The Committee determined that these projections are in line with the Company’s strategic plan. Juan Antonio Pérez Simón Chairman teléfonos de méxico 31 consolidated financial statements Contents Report of independent auditors Consolidated statements of income Consolidated statements of changes in financial position Consolidated balance sheets Consolidated statements of changes in stockholders’ equity Notes to consolidated financial statements 32 32 annual annual report report 2006 2006 33 34 35 36 38 40 report of independent auditors To the Stockholders of Teléfonos de México, S.A.B. de C.V. We have audited the accompanying consolidated balance sheets of Teléfonos de México, S.A.B. de C.V. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in stockholders’ equity and changes in financial position for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and are prepared in conformity with Mexican Financial Reporting Standards. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, as well as assessing the financial reporting standards used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Teléfonos de México, S.A.B. de C.V. and its subsidiaries at December 31, 2006 and 2005, and the consolidated results of their operations, changes in their stockholders’ equity and changes in their financial position for the years then ended, in conformity with Mexican Financial Reporting Standards. Mancera, S.C. A Member Practice of Ernst & Young Global Fernando Espinosa Mexico City, Mexico March 12, 2007 teléfonos de méxico 33 consolidated statements of income In thousands of Mexican pesos, except for earnings per share, with purchasing power at December 31, 2006 2006 Operating revenues: Local service Long-distance service: Domestic International Interconnection service Corporate networks Internet Other Ps. Operating costs and expenses: Cost of sales and services Commercial, administrative and general expenses Transport and interconnection Depreciation and amortization (Notes 4 to 6) Operating income Comprehensive financing cost: Interest income Interest expense Exchange loss, net Monetary gain, net ( ( Income before income tax and employee profit sharing Provisions for (Note 15): Income tax Employee profit sharing Income before equity interest in net income of affiliates Equity interest in net income of affiliates 2005 60,428,477 Ps. 62,252,241 40,204,759 13,234,336 18,364,587 22,693,486 12,295,559 7,784,919 175,006,123 39,335,258 14,024,566 19,586,241 20,324,018 11,071,078 6,911,314 173,504,716 35,799,289 35,035,378 31,317,562 24,563,262 126,715,491 36,064,400 29,172,748 30,421,270 25,998,693 121,657,111 48,290,632 51,847,605 3,647,768) 8,088,002 1,639,144 2,453,292) 3,626,086 44,664,546 ( 4,059,624) 8,060,066 3,761,792 ( 2,108,722) 5,653,512 46,194,093 13,058,898 3,001,692 16,060,590 28,603,956 12,309,779 3,049,252 15,359,031 30,835,062 457,876 69,056 Net income Ps. 29,061,832 Ps. 30,904,118 Distribution of net income: Majority interest Minority interest Ps. 28,533,965 527,867 29,061,832 Ps. 30,005,924 898,194 Ps. 30,904,118 20,948 22,893 Ps. Weighted average of shares issued and outstanding (millions) Majority net income per share The accompanying notes are an integral part of these financial statements. 34 Year ended December 31, annual report 2006 Ps. 1.36 Ps. 1.31 consolidated statements of changes in financial position In thousands of Mexican pesos with purchasing power at December 31, 2006 2006 Operating activities Net income Add (deduct) items not requiring the use of resources: Depreciation Amortization Deferred charges Deferred taxes Equity interest in net income of affiliates Impairment of goodwill Labor obligation costs Changes in operating assets and liabilities: (Increase) decrease in: Marketable securities Accounts receivable Inventories for sale Prepaid expenses and others (Decrease) increase in: Labor obligations: Contributions to trust fund Payments to employees Accounts payable and accrued liabilities Taxes payable Deferred credits Resources provided by operating activities Financing activities New loans Repayment of loans Effect of exchange rate differences and variances in debt expressed in constant pesos Decrease in capital stock and retained earnings due to repurchases of Company’s own shares Dividends paid Contribution of minority stockholders Dividends paid to minority stockholders in subsidiary Resources used in financing activities Investing activities Plant, property and equipment Available-for-sale securities Inventories for operation of the telephone plant Subsidiaries and affiliated companies Initial cash balance from equity investment in subsidiaries Other investments Resources used in investing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Ps. Year ended December 31, 29,061,832 2005 Ps. 30,904,118 23,253,805 1,309,457 222,591 755,696) 457,876) 294,241 4,721,761 57,650,115 25,051,988 946,705 327,109 ( 2,570,165) ( 69,056) ( ( ( ( 2,758,465) 5,689,407) 1,315,076) 744,918) 303,623 2,543,957 866,038) 376,322 ( ( 91,270 ) 203,759 ) 5,561,067 1,497,355 16,392 53,922,034 ( ( ( ( ( ( ( ( ( 24,167,284 15,458,733) 4,819,639) 23,789,308) 8,525,608) 26,463,962 ( 20,677,797) ( 8,011,869) ( 18,241,105) ( 8,902,638) 1,076,552 ( ( 408,059) 28,834,063) ( 21,152,514) ( ( 384,511) 11,621,950) 55,705 548,595) 33,651,865) 8,563,894) 24,715,138 16,151,244 ( ( ( ( ( Ps. 4,854,317 59,445,016 ( 63,238) 233,502) 771,659) 5,972,710) 206,663) 54,555,108 ( 28,292,895) ( 25,614,596 ) 7,617,249 ( 3,254) ( 5,600,756) 133,846 ( 633,752) ( 24,101,263) 2,160,950 22,554,188 Ps. 24,715,138 The accompanying notes are an integral part of these financial statements. teléfonos de méxico 35 consolidated balance sheets In thousands of Mexican pesos with purchasing power at December 31, 2006 December 31, 2006 Assets Current assets: Cash and cash equivalents 16,151,244 Ps. 24,715,138 2,815,145 56,680 36,595,279 30,983,818 Inventories for sale, net 1,738,761 1,209,679 Prepaid expenses and others 3,355,962 2,071,306 60,656,391 59,036,621 156,902,853 160,334,146 Inventories, primarily for operation of the telephone plant, net 2,798,615 2,398,445 Licenses and trademarks, net (Note 5) 5,267,451 4,965,949 Equity investments (Note 6) 3,006,436 856,208 Net projected asset (Note 7) 19,171,780 23,933,925 Deferred taxes (Note 15) 6,616,527 6,163,043 Goodwill, net (Note 6) 9,142,434 8,055,791 467,510 458,634 Ps. 264,029,997 Ps. 266,202,762 Marketable securities (Note 2) Accounts receivable, net (Note 3) Total current assets Plant, property and equipment, net (Note 4) Deferred charges, net Total assets The accompanying notes are an integral part of these financial statements. 36 annual report 2006 Ps. 2005 December 31, 2006 Liabilities and stockholders’ equity Current liabilities: Short-term debt and current portion of long-term debt (Note 8) Accounts payable and accrued liabilities (Note 10) Taxes payable Deferred credits (Note 9) Total current liabilities Ps. Long-term debt (Note 8) Labor obligations (Note 7) Deferred taxes (Note 15) Total liabilities Stockholders’ equity (Note 14): Capital stock: Historical Restatement increment Premium on sale of shares Retained earnings: Prior years Current year Other accumulated comprehensive income Majority stockholders’ equity Minority interest Total stockholders’ equity Total liabilities and stockholders’ equity ( 2005 12,551,272 33,967,468 2,952,123 2,158,819 51,629,682 Ps. 15,540,961 28,292,467 1,793,372 2,067,641 47,694,441 88,192,065 2,271,122 15,981,198 158,074,067 81,311,857 2,123,851 16,509,620 147,639,769 252,539 26,743,735 26,996,274 275,564 28,375,590 28,651,154 20,161,138 20,161,138 101,082,282 28,533,965 129,616,247 101,556,165 30,005,924 131,562,089 73,561,354) 103,212,305 2,743,625 105,955,930 Ps. 264,029,997 ( 72,391,715) 107,982,666 10,580,327 118,562,993 Ps. 266,202,762 teléfonos de méxico 37 consolidated statements of changes in stockholders’ equity For the years ended December 31, 2006 and 2005 In thousands of Mexican pesos, except for dividends per share, with purchasing power at December 31, 2006 Premium on sale of shares Capital stock Balances at December 31, 2004 Initial accumulated effect of swaps, net of deferred taxes Appropriation of earnings approved at ordinary stockholders’ meeting held in April 2005: Cash dividends paid at Ps. 0.391 per share (Ps. 0.370 historical) Repurchase of Company’s own shares in cash Excess of book value over sale price of shares sold to companies under common control Gain on sale of entities to companies under common control Acquisition of minority interest and contribution from minority stockholders Comprehensive income: Net income of the year Other comprehensive income: Effect of available-for-sale securities: Gain for the year Gain on sale recognized in income Changes in fair value of swaps, net of deferred taxes Effect of translation of foreign entities Deficit from holding non-monetary assets, net of deferred taxes Comprehensive income Ps. 30,106,118 ( Balances at December 31, 2005 Appropriation of earnings approved at ordinary stockholders’ meeting held in April 2006: Cash dividends paid at Ps.0.411 per share (Ps. 0.403 historical) Cash dividend paid to minority stockholders in subsidiary Repurchase of Company’s own shares in cash Acquisition of minority interest Gain on dilution of investment in affiliate Comprehensive income: Net income of the year Other comprehensive income: Changes in fair value of swaps, net of deferred taxes Effect of translation of foreign entities Deficit from holding non-monetary assets, net of deferred taxes Comprehensive income Balances at December 31, 2006 (Note 14) The accompanying notes are an integral part of these financial statements. 38 annual report 2006 Ps. Ps. 15,563,309 1,454,964) 28,651,154 ( 20,161,138 Legal reserve 20,161,138 15,563,309 1,654,880) Ps. 26,996,274 Ps. 20,161,138 Ps. 15,563,309 Retained earnings Unappropriated Total Ps. 106,980,805 Ps. 122,544,114 Other accumulated comprehensive income Majority stockholders’ equity Ps. ( 70,170,474) Ps. 102,640,896 335,846 ( 8,902,638) ( 16,786,141) ( 8,902,638) ( 16,786,141) ( ( 101,245) 1,154,232 3,647,843 30,005,924 101,245) 1,154,232 3,647,843 115,998,780 131,562,089 ( 8,525,608) ( 193,552) ( 22,134,428) 373,781 ( 8,525,608) ( 193,552) ( 22,134,428) 373,781 28,533,965 ( ( ( ( 1,181,188) ( 3,114,916) ( 30,005,924 898,194 1,749,490 533,842) 175,999) 387,664 4,262,810) 402,495 ( 1,785,353) 107,982,666 10,580,327 ( 121,475) 1,320,123 3,195,464) ( ( 1,749,490 533,842) 175,999) 790,159 ( 6,048,163) Ps. 26,685,763 ( Ps. 2,743,625 ( ( ( 1,749,490 533,842) 175,999) 790,159 6,048,163) ( 8,525,608) ( 408,059) ( 23,789,308) ( 8,516,096) 853,081 Ps. 29,061,832 ( 889,328 175,417) 30,904,118 118,562,993 ( 8,889,877) 25,904 121,475) 1,320,123 3,195,464) Ps. ( 73,561,354) Ps. 103,212,305 Ps. 30,904,118 214,507) 527,867 101,245) 784,381 ( ( 28,533,965 ( Ps. 129,616,247 101,245) 1,181,188 3,899,297 ( 8,525,608) ( 193,552) ( 23,789,308) 373,781 827,177 28,533,965 ( Ps. 114,052,938 ( 8,902,638) ( 18,241,105) ( 72,391,715) 827,177 Ps. 118,001,991 ( 8,902,638) ( 18,241,105) 30,005,924 ( Ps. 15,361,095 Total stockholders’ equity 335,846 ( 1,749,490 533,842) 175,999) 387,664 4,262,810) Comprehensive income 335,846 26,956 251,454 ( ( Minority interest 121,475) 2,209,451 ( 3,370,881) Ps. 27,778,927 29,061,832 ( ( 121,475) 2,209,451 3,370,881) Ps. 105,955,930 teléfonos de méxico 39 notes to consolidated financial statements December 31, 2006 and 2005. In thousands of Mexican pesos with purchasing power at December 31, 2006. 1. Description of the Business and Significant Accounting Policies I. Description of the Business Teléfonos de México, S.A.B. de C.V. and its subsidiaries (collectively “the Company” or “TELMEX”) provide telecommunications services, primarily in Mexico and several countries in Latin America. Revenues are obtained primarily from telecommunications services, which are comprised of local telephone services, domestic and international long-distance services, interconnection of subscribers with cellular networks (calling party pays), as well as the interconnection of domestic longdistance operators’, cellular telephone companies’ and local service operators’ networks with the TELMEX local network and data transmission to corporate networks and internet services. Other revenues are also obtained from the sale of advertising in the published telephone directory and the sale of telephone equipment. An analysis of the principal subsidiaries and associated companies at December 31, 2006 and 2005 is as follows: Equity interest % at December 31 Company Subsidiaries: Controladora de Servicios de Telecomunicaciones, S.A. de C.V. Alquiladora de Casas, S.A. de C.V. Anuncios en Directorios, S.A. de C.V. Cía. de Teléfonos y Bienes Raíces, S.A. de C.V. Consorcio Red Uno, S.A. de C.V. Teléfonos del Noroeste, S.A. de C.V. Uninet, S.A. de C.V. Embratel Participações S.A. Empresa Brasileira de Telecomunicações S.A. Star One S.A. Primesys Soluçoes Empresariais, S.A. Telmex do Brasil Ltda. Telmex Chile Holding S.A. Telmex Corp. S.A. (formerly Chilesat Corp. S.A.) Techtel LMDS Comunicaciones Interactivas, S.A. Telmex Argentina S.A. Metrored Telecomunicaciones S.R.L. Telmex Colombia S.A. Superview Telecomunicaciones, S.A. Telmex Perú S.A. Sección Amarilla USA LLC Affiliated companies: Net Serviços de Comunicação S.A. Grupo Telvista, S.A. de C.V. 2Wire, Inc. Country Mexico Mexico Mexico Mexico Mexico Mexico Mexico Brazil Brazil Brazil Brazil Brazil Chile Chile Argentina Argentina Argentina Colombia Colombia Peru U.S.A. Brazil Mexico U.S.A. 2006 2005 100.0 100.0 100.0 100.0 100.0 100.0 100.0 97.0 (1) 96.0 76.8 96.0 97.0 100.0 99.7 100.0 100.0 100.0 100.0 99.2 100.0 80.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 72.3 (1) 71.6 57.3 71.6 72.3 100.0 99.7 100.0 100.0 100.0 100.0 38.6 (2) 45.0 13.0 26.8 (2) 45.0 100.0 (1) At December 31, 2006 TELMEX holds 98.0% of the controlling shares of this subsidiary (97.3% in 2005). (2) Corresponds to the indirect shareholding percentage of TELMEX in Net; the direct and indirect interest of Embratel Participações S.A. in Net Serviços de Comunicação S.A. at December 31, 2006, is 39.9% (37.1% in 2005). The amended Mexican government concession under which TELMEX operates in Mexico was reviewed on August 10, 1990. The concession runs through the year 2026, but it may be renewed for an additional period of fifteen years. The concession defines, among other things, the quality standards for telephone service and establishes the basis for regulating rates. Under this concession, the Company’s basic telephone service rates are subject to a ceiling determined by the Federal Telecommunications Commission (COFETEL). During the last six years, TELMEX management has decided not to raise the rates for basic services. 40 annual report 2006 Empresa Brasileira de Telecomunicações S.A. (Embratel), TELMEX’s most important foreign subsidiary, provides domestic and international longdistance services, data transmission and other services, and through its subsidiary Star One S.A. (Star One), it provides satellite services. Both companies operate under two separate concessions granted by the Brazilian federal government via the Brazilian Telecommunications Agency (ANATEL). The concession for domestic and international long-distance services is in force through December 31, 2025 and the satellite concession is in force through December 31, 2020. Both concessions may be renewed upon expiration. The rest of the countries also operate under concessions and government licenses. II. Significant Accounting Policies The following are the significant accounting policies and practices observed by the Company in the preparation of the financial statements, which are in conformity with Mexican Financial Reporting Standards (MFRS), which are comprised of the bulletins issued by the Mexican Institute of Public Accountants that have not yet been modified, replaced or abolished by the MFRS, as well as the MFRS issued by the Mexican Financial Information Standards Research and Development Board (Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C. or “CINIF”). On March 12, 2007, TELMEX’s Audit Committee and management authorized the issuance of the accompanying financial statement and its corresponding notes at December 31, 2006 and 2005. These financial statements must also be approved by the Company’s board of directors and stockholders at their next meetings. a) Consolidation and basis of translation of financial statements of foreign subsidiaries i) Consolidation The consolidated financial statements include the accounts of Teléfonos de México, S.A.B. de C.V. and its subsidiaries. All the companies operate in the telecommunications sector or provide services to companies operating in this sector. The results of operations of the subsidiaries and affiliates were included in the Company’s financial statements as of the month following its acquisition. All intercompany balances and transactions have been eliminated in the consolidated financial statements. Minority interest refers primarily to certain foreign subsidiaries. ii) Translation of financial statements of foreign subsidiaries The financial statements of foreign subsidiaries and affiliates were translated into Mexican pesos, as follows: The financial statements as reported by the foreign subsidiaries are adjusted to conform to MFRS, in their local currency, and are subsequently restated to local currency with purchasing power as of the balance sheet date, based on the inflation rate of the country in which the subsidiary operates. All balance sheet amounts, except for stockholders’ equity, are translated into Mexican pesos at the prevailing exchange rate at year-end; stockholders’ equity accounts are translated at the prevailing exchange rate at the time capital contributions were made and earnings were generated. The restated amounts of the statements of income are translated into Mexican pesos at the prevailing exchange rate at the end of the year being reported. Exchange rate changes and the monetary position effect derived from intercompany monetary items are included in the consolidated statements of income. The difference resulting from the translation process is called “Effect of translation of foreign entities” and is included in stockholders’ equity as part of the caption “Other comprehensive income”. b) Recognition of revenues Revenues are recognized when services are rendered. Revenues from the sale of prepaid telephone service cards are recognized based on an estimate of the usage of time covered by the prepaid card. Revenues from prepaid internet plans are recorded as service is provided. Revenues and expenses from the sale of advertising in the telephone directory are recorded at the time telephone directories are published. Revenues from the sale of equipment are recorded when the product is delivered. Revenues from local service are comprised of new-line installation charges, monthly service fees, measured usage charges based on the number of calls made, and other service charges to subscribers. Local service revenues also include measured usage charges based on the number of minutes in the case of prepaid plans. Revenues from domestic and international long-distance telephone services are determined on the basis of the duration of the calls and the type of service used. All these services are billed monthly, based on the rates authorized by the relevant regulatory bodies of each country. Revenues for international long-distance service also include the revenues earned under agreements with foreign telephone service providers or operators for the use of facilities in interconnecting international calls. These agreements specify the rates for the use of such international interconnecting facilities. teléfonos de méxico 41 notes to consolidated financial statements c) Recognition of the effects of inflation on financial information The effects of inflation on financial information are recognized in the financial statements, consequently, the amounts shown in the accompanying financial statements and in these notes are expressed in thousands of Mexican pesos with purchasing power at December 31, 2006. The weighted restatement factor applied to the financial statements at December 31, 2005 as originally issued was 1.0648, which was determined based on revenues, as well as on the average weighted inflation rate and on the changes in the exchange rate for each of the countries in which the Company operates. Plant, property and equipment and construction in progress were restated as described in Note 4. Telephone plant and equipment is depreciated using the straight-line method based on the estimated useful lives of the related assets (see Note 4c). Inventories for the operation of the telephone plant are valued using the average cost method and are restated on the basis of specific indexes. The restated value of inventories is similar to its replacement cost, not in excess of its market value. Other non-monetary assets are restated using the inflation adjustment factors for each country. Capital stock, premium on sale of shares and retained earnings were restated using adjustment factors obtained from the Mexican National Consumer Price Index (NCPI) published by Banco de México (Mexico’s central bank). The deficit from restatement of stockholders’ equity consists of the accumulated monetary position loss at the time the provisions of Bulletin B-10 were first applied, which was Ps. 14,613,114, and of the result from holding non-monetary assets, which represents the difference between the restatement by the specific indexation method and restatement based on the NCPI. This item is included in stockholders’ equity as part of the caption “Other accumulated comprehensive income”. The net monetary position gain included in the statements of income as part of the caption “Comprehensive financing cost”, represents the effect of inflation on monetary assets and liabilities. The statement of changes in financial position is prepared based on the financial statements expressed in constant Mexican pesos. The sources and applications of resources represent the change in constant Mexican pesos in the different balance sheet items that affect cash balances. Monetary a� d) Cash equivalents, marketable securities and instruments available for sale Cash equivalents are represented basically by time deposits in financial institutions with maturities of less than 90 days. Marketable securities are represented by equity securities held for trading; instruments available for sale were represented by equity securities (see Note 2). Both are stated at market value. Changes in the market value of instruments classified as trading are recognized in the statement of income. Changes in the market value of instruments classified as available for sale are included in stockholders’ equity until they are sold. e) Allowance for doubtful accounts The allowance for doubtful accounts is determined based on the Company’s experience, the age of balances and economic trends, as well as on the assessment of accounts receivable in litigation. The allowance for doubtful accounts covers basically balances of accounts receivable over 90 days old. f) Equity investment in affiliates The equity investment in affiliates is valued using the equity method. This accounting method consists basically of recognizing our equity interest in the results of operations and in the stockholders’ equity of investees at the time such results are determined (see Note 6). g) Business acquisitions and goodwill Business acquisitions are recorded using the purchase method. The acquisition of minority interest is considered a transaction between entities under common control and any difference between the purchase price and the carrying value of net assets acquired is recognized as an equity transaction. Goodwill represents the difference between the purchase price and the fair value of the net assets acquired at purchase date. Goodwill is not amortized, however it is subject to annual impairment tests, and is adjusted for any impairment losses. In 2006, the Company recorded impairment of goodwill in the amount of Ps. 294,241, which was included in the caption “Comprehensive financing cost”. h) Licenses TELMEX records licenses at acquisition cost and restates them based on the inflation rate of each country. Licenses are amortized in conformity with the terms of each license, over periods ranging from five to twenty-nine years. i) Impairment of assets When there are indications of impairment in the value of long-lived assets, the recoverable value of the related assets is estimated, which is defined as the higher of the asset’s net selling price or its value in use, which is computed based on discounted cash flows. When the net carrying amount of an asset exceeds its recoverable value, the difference is recognized as an impairment loss. j) Exchange differences Transactions in foreign currencies are recorded at the prevailing exchange rate at the time of the related transactions. Foreign currency denominated assets and liabilities are translated at the prevailing exchange rate at the balance sheet date. Exchange rate differences are charged or credited directly to income of the year. k) Labor obligations Pension, seniority premium and medical assistance plan costs and dismissal costs are recognized periodically during the years of service of personnel, based on actuarial computations made by independent actuaries, using the projected unit-credit method (see Note 7) 42 annual report 2006 notes to consolidated financial statements l) Accruals Accruals are recognized whenever (i) the Company has a current obligation (legal or assumed) as a result of a past event, (ii) it is probable that a cash disbursement will be required to settle such obligation and (iii) the obligation can be reasonably estimated. If the effect of the time value of money is material, accrued amounts are determined as the present value of the expected disbursements to settle the obligation. The discount rate applied is determined on a pre-tax basis and reflects market conditions at the balance sheet date and, where appropriate, the specific risk to the corresponding liability. In these cases, the increase in the accrual is recognized as a financing expense. The Company recognizes contingent liabilities only when a cash disbursement is probable. Also, commitments are only recognized when they generate a loss. m) Financial derivative instruments and hedging activities To protect itself against risks from fluctuations in interest and exchange rates, the Company uses derivative financial instruments that have been designated and qualified as cash flow hedges (interest-rate swaps). For cash flow hedges, the effective portion of the derivative’s gains or losses is recognized in stockholders’ equity in the caption “Other accumulated comprehensive income”, and the ineffective portion is recognized in income. The effectiveness of the hedging instruments is determined at the time they are designated as a hedge. Hedges are considered to be highly effective when in the initial assessment and during the hedging period, the changes in the fair value or cash flows of the hedged item are offset on a period-by-period or cumulative basis, as selected, and the hedge documentation establishes changes in the fair value or cash flows of the derivative itself by a range between 80% and 125%. n) Income tax and employee profit sharing Deferred taxes are determined using the asset and liability method. Under this method, deferred tax assets and liabilities are determined on all temporary differences between the financial reporting and tax bases of assets and liabilities, applying the enacted income tax rate at the date of the financial statements, or the enacted income tax rate that will be in effect at the time the temporary differences giving rise to deferred tax assets and liabilities are expected to be recovered or settled. The Company evaluates periodically the possibility of recovering deferred tax assets and, if necessary, creates a valuation allowance for those assets that are more likely than not to be realized. Employee profit sharing is recognized only on temporary differences considered non-recurring with a known turnaround time. o) Comprehensive income In conformity with Mexican accounting Bulletin B-4, Comprehensive Income, comprehensive income consists of current year net income plus the effects of deferred taxes, the effects of translation of foreign entities, changes in minority interest, the result from holding non-monetary assets, the changes in the fair value of financial instruments classified as available for sale and the changes in the fair value of the swaps applied directly to stockholders’ equity. p) Earnings per share The Company determined earnings per share by dividing majority net income by the average weighted number of shares issued and outstanding during the year, with the exception of shares acquired by the Company, as specified in Mexican accounting Bulletin B-14, Earnings per Share. q) Use of estimates The preparation of financial statements in conformity with Mexican Financial Reporting Standards requires the use of estimates and assumptions in certain areas. Actual results could differ from these estimates. r) Concentration of risk The Company invests a portion of its excess cash in time deposits in financial institutions with strong credit ratings. TELMEX does not believe it has significant concentrations of credit risks in its accounts receivable, as it has a broad customer base that is geographically diverse. s) Segment information Segment information is prepared based on information used by the Company in its decision making processes based on the geographical areas in which TELMEX operates, in conformity with the requirements of Mexican accounting Bulletin B-5, Financial Information by Segment (see Note 16). t) New accounting pronouncements The most important matters from the new pronouncements that came into force in 2006 are as follows: MFRS A-3, “User Needs and the Objective of Financial Statements”, establishes, among other provisions, that the statement of changes in financial position will be substituted by a statement of cash flows whenever so required by the specific standards. At December 31, 2006, there are not yet any specific rules for the issuance of the statement of cash flows. Therefore, the statement of changes in financial position will continue being used, until such time as the specific standards have been issued. MFRS A-5, “Basic Elements of Financial Statements”, includes a new classification of revenues and expenses in the statement of income, as either ordinary or non-ordinary. Ordinary revenues and expenses result from common transactions or events; in other words, they are those transactions carried out for the entity’s own business purposes, either on a frequent or infrequent basis. Non-ordinary revenues and expenses correspond to unusual transactions or events, either frequent or infrequent. Also, this pronouncement excludes such items that, under the abolished Mexican accounting Bulletin A-7, “Comparability”, issued by the Accounting Principles Board, were considered either as special or extraordinary. Therefore, these items must be considered as part of the ordinary or non-ordinary result, respectively. This MFRS also requires entities to recognize in income “other comprehensive income” at the time the net assets that gave rise to them are realized. teléfonos de méxico 43 notes to consolidated financial statements However, Mexican accounting Bulletin B-3, “Statements of Income”, in force at December 31, 2006, issued by the Accounting Principles Board, has made no reference to such classification or provided the rules for transfering “other comprehensive income”. Consequently, statements of income are still presented, as required by Bulletin B-3 in force as of December 31, 2006, based on the conclusions of Interpretation MFRS 3, “Initial Application of the FRSs”, issued in January 2006, which establishes that companies must temporarily observe the requirements of the specific MFRS that have yet to be modified, while their adaptation to the MFRS conceptual framework is underway. The new MFRS B-3, “Statements of Income”, issued by the CINIF, will take effect on January 1, 2007. Therefore, the requirement to classify revenues and expenses as either ordinary or non-ordinary will be effective in the December 31, 2007 financial statements, as required by the presentation rules provided under the standard. MFRS A-7, “Presentation and Disclosure”, requires that the date on which the issuance of the financial statements was approved, as well as the names of the entity officers or governing bodies that authorize their issuance, be disclosed in the financial statements. MFRS B-1, “Accounting Changes and Error Corrections”, establishes that changes in internal accounting policies and reclassifications and error corrections must be recognized retrospectively, so that both the basic financial statements for the most recent period presented and those presented for comparison with the current period statements are adjusted as if the new policy, classification or error correction had always been applied. This MFRS also requires that, in the event of reclassifications, the affected captions and the related amounts be disclosed as they were previously presented and after giving effect to each reclassification. The adoption of these new rules had no effect on the Company’s financial statements. The following new pronouncements entered into force on January 1, 2007: MFRS B-3, “Statement of Income”, establishes the guidelines for classifying revenues, costs and expenses as either “ordinary or non-ordinary”, modifies certain specific MFRS, redefines the primary sections of the statements of income making emphasis in “ordinary” items, and eliminates the special and extraordinary item classifications from the statement of income, as well as the caption initial accumulated effect of changes in accounting principles, which is consistent with the MFRS B-1 mentioned above. The Interpretation of MFRS 4, “Presentation of Employee Profit Sharing in the Statement of Income” establishes that employee profit sharing shall no longer be presented as a tax provision, but instead, such item shall be included as an ordinary expense in the caption “Other income and expenses”. MFRS B-13, “Subsequent Events at the Date of the Financial Statements”, modifies the former rules relative to subsequent events, by establishing that certain events, such as the restructuring of assets and liabilities and the relinquishing of creditors of their collection rights in the case of debt default, shall be disclosed in the notes to the financial statements and recognized in the period in which they took place. Accordingly, the financial statements may no longer be adjusted to reflect such subsequent events, as was permitted under Bulletin B-13. MFRS C-13, “Related Parties”, broadens the concept of related parties to mention joint ventures in which the reporting entity participates, immediate family members of key management personnel or directors, as well as funds derived from labor obligation plans. This standard obligates entities to disclose the relationship between the controlling company and its subsidiary, irrespective of whether transactions were carried out between them in the period or not. MFRS C-13 also establishes that the reporting entity may disclose that the considerations for transactions carried out with its related parties are at arm’s length, provided that it can be demonstrated. Finally, MFRS C-13 also requires entities to disclose information on the compensation paid to the entity’s key managerial personnel or relevant Company directors. MFRS D-6, “Capitalization of the Comprehensive Financing Cost”, establishes that entities must capitalize Comprehensive Financing Cost (CFC), which was previously optional. Capitalizable CFC is defined as the amount attributable to qualifying assets that could have been avoided if such acquisition had not taken place. Qualifying assets are defined as those assets acquired by an entity requiring a prolonged acquisition period in order to use, sell or lease them. MFRS D-6 establishes the conditions necessary for the capitalization of CFC and the method under which the cap� u) Reclassifications Certain captions shown in the 2005 financial statements as originally issued have been reclassified for uniformity of presentation with the 2006 financial statements. In 2005, minority interest in Mexican subsidiaries was reclassified since, due to its materiality, this item had been presented in the caption “Other accumulated comprehensive income” under majority stockholders’ equity. 2. Marketable Securities and Instruments Available for Sale An analysis of investments in financial instruments at December 31, 2006 and 2005 is as follows: December 31, 2006 Cost Marketable securities Shares Corporate bonds Total December 31, 2005 Market value Cost Ps. 2,764,641 Ps. 2,815,145 Ps. Ps. 2,764,641 Ps. 2,815,145 Ps. 447,725 50,064 497,789 Market value Ps. Ps. 197 56,483 56,680 Marketable Securities At December 31, 2006, the net unrealized gain on marketable securities was Ps. 50,504 (unrealized loss of Ps. 441,109 in 2005). The realized losses on sale of shares and bonds in 2006 were Ps. 424,701 (Ps. 72,762 in 2005) and Ps. 15,548 (realized gain of Ps. 11,814 in 2005), respectively, which correspond to the difference between the original cost and the market value of the shares and bonds at the time of sale. In 2006, the Company acquired 20.7 million common shares of Portugal Telecom, SGPS, S.A. (Portugal Telecom) for Ps. 2,849,671 (USD 252.3 million) and sold 700,000 shares for Ps. 96,072 (USD 8.7 million). Portugal Telecom provides telecommunication services in Portugal and Brazil. 44 annual report 2006 notes to consolidated financial statements Instruments Available for Sale On April 21, 2004, the Company converted Ps. 7,617,249 (USD 597.9 million) of bonds issued by MCI Inc. (MCI) with a face value of USD 1,759 million, in exchange for 25.6 million common MCI shares, which were classified as available for sale. At that time, MCI was subject to the proceedings of Chapter 11 of the U.S. Bankruptcy Code. On April 9, 2005, TELMEX and other related parties entered into an agreement to sell their MCI shares to Verizon Communications Inc. (Verizon). On May 17, 2005, Verizon paid in cash USD 25.72 per MCI common stock, for a total of Ps. 8,334,225. TELMEX recognized a gain of Ps. 533,842 in 2005 as a result of the sale of these shares, which was recognized in “Comprehensive financing cost”. In 2005, TELMEX received dividends from MCI of Ps. 126,435, which were recognized in “Comprehensive financing cost”. 3. Accounts Receivable An analysis of accounts receivable is as follows: 2006 Subscribers Net settlement receivables Related parties Other Less: Allowance for doubtful accounts Total Ps. 2005 34,112,807 1,087,966 799,429 5,975,357 41,975,559 5,380,280 36,595,279 Ps. Ps. 34,652,241 1,346,559 392,799 2,642,025 39,033,624 8,049,806 30,983,818 Ps. An analysis of activity in the allowance for doubtful accounts for the years ended December 31, 2006 and 2005 is as follows: 2006 Beginning balance at January 1 Effect of acquired companies Increase through charge to expenses Charges to allowance, principally related to Embratel Translation effect Ending balance at December 31 Ps. ( Ps. 2005 8,049,806 7,775 3,275,057 6,078,218) 125,860 5,380,280 Ps. ( Ps. 12,882,147 4,894 2,799,847 8,029,489) 392,407 8,049,806 4. Plant, Property and Equipment a) Plant, property and equipment consist of the following: 2006 Telephone plant and equipment Land and buildings Computer equipment and other assets Less: Accumulated depreciation Net Construction in progress and advances to equipment suppliers Total 2005 Ps. 362,532,636 47,227,563 62,880,547 472,640,746 323,917,451 148,723,295 8,179,558 Ps. 156,902,853 Ps. Ps. 349,654,776 46,423,984 60,174,774 456,253,534 305,089,101 151,164,433 9,169,713 160,334,146 Construction in progress is comprised mainly of investments being made by Embratel and Star One. Embratel’s construction in progress refers mainly to projects related to its telephone plant. Accumulated costs of such projects at December 31, 2006 and 2005 aggregate to Ps. 2,266,143 and Ps. 2,913,993, respectively. These projects are scheduled to be completed and transferred to the plant mostly during the first half of 2007. At December 31, 2006 and 2005, Star One increased its constructions in progress by Ps. 1,443,756 and Ps. 1,593,422, respectively, due to the beginning of the construction of satellite C-2 in 2005 and the increase in the investment in progress of satellite C-1; both satellites C-2 and C-1 are scheduled to enter into orbit in 2007. The total amount of these contracts is Ps. 5,633,667 and the balance of these projects recorded in construction in progress at December 31, 2006 aggregates to Ps. 4,087,902. teléfonos de méxico 45 notes to consolidated financial statements In plant, property and equipment, include the following assets which are held under capital leases: 2006 Assets under capital leases Less: Accumulated depreciation Net 2005 Ps. 464,590 Ps. 3,370,469 Ps. 256,818 207,772 Ps. 1,407,188 1,963,281 b) Through December 31, 1996, items comprising the telephone plant were restated based on the acquisition date and cost, applying the factors derived from the specific indexes determined by the Company and validated by an independent appraiser registered with the National Banking and Securities Commission (CNBV). Effective January 1, 1997, the use of appraisals was eliminated. At December 31, 2006 and 2005, this caption was restated in each country, as follows: • The December 31, 1996 appraised value of the imported telephone plant, as well as the cost of subsequent additions to such plant, were restated based on the rate of inflation in the respective country of origin and the prevailing exchange rate at the balance sheet date (specific indexation factors). • The appraised value of land, buildings and other fixed assets of Mexican origin at December 31, 1996, and the cost of subsequent additions to such assets are restated based on the NCPI. At December 31, 2006, approximately 61% (60% in 2005) of the value of the plant, property and equipment has been restated using specific indexation factors. c) Depreciation of the telephone plant has been calculated at annual rates ranging from 3.3% to 20.0%. The rest of the Company’s assets are depreciated at rates ranging from 10% to 33.3%. Depreciation charged to expenses was Ps. 23,253,805 in 2006 and Ps. 25,051,988 in 2005. 5. Licenses and Trademarks An analysis of licenses and trademarks at December 31, 2006 and 2005 is as follows: 2006 Ps. Licenses, net Trademarks, net Total 4,132,508 1,134,943 5,267,451 Ps. 2005 Ps. Ps. 4,306,188 659,761 4,965,949 Licenses An analysis of licenses and their amortization at December 31, 2006 and 2005 is as follows: 2006 Ps. Investment Accumulated amortization Net 7,059,046 2,926,538 4,132,508 Ps. 2005 Ps. Ps. 5,809,187 1,502,999 4,306,188 In Mexico, TELMEX has concessions to operate radio spectrum wave frequency bands to provide fixed wireless telephone services and to operate radio spectrum wave frequency bands for point-to-point and point-to-multipoint microwave communications. Foreign entities have software licenses and licenses for use of point-to-point and point-to-multipoint links. An analysis of changes in 2006 is as follows: Effect of acquired companies Balance at January 1, 2006 Investment Accumulated amortization Net Ps. Ps. 5,809,187 1,502,999 4,306,188 Investment and amortization of the year Ps. 3,777 Ps. Ps. 3,777 Ps. ( 655,397 1,081,668 426,271) Balance at December 31, 2006 Translation effect Ps. Ps. 590,685 341,871 248,814 Ps. Ps. 7,059,046 2,926,538 4,132,508 An analysis of changes in 2005 is as follows: Effect of acquired companies Balance at January 1, 2005 Investment Accumulated amortization Net 46 annual report 2006 Ps. Ps. 4,637,312 420,594 4,216,718 Investment and amortization of the year Ps. 216,840 Ps. Ps. 216,840 Ps. ( 633,752 908,487 274,735) Balance at December 31, 2005 Translation effect Ps. Ps. 321,283 173,918 147,365 Ps. Ps. 5,809,187 1,502,999 4,306,188 notes to consolidated financial statements Trademarks At December 31, 2006, the Company has well-known trademarks of certain acquired foreign companies, which were recognized at their fair value, based on appraisals performed by independent experts. An analysis of trademarks and their amortization at December 31, 2006 and 2005 is as follows: 2006 Ps. Investment Accumulated amortization Net Ps. 2005 1,328,334 193,391 1,134,943 Ps. 659,761 Ps. 659,761 An analysis of the changes in 2006 is as follows: Balance at January 1, 2006 Investment Accumulated amortization Net Investment and amortization of the year Ps. 659,761 Ps. Ps. 659,761 Ps. 613,159 193,391 419,768 Balance at December 31, 2006 Translation effect Ps. 55,414 Ps. Ps. 55,414 Ps. 1,328,334 193,391 1,134,943 The amortization expense related to other deferred charges amounted to Ps. 34,398 in 2006 and Ps. 83,394 in 2005. 6. Equity Investments I. Investments in affiliates An analysis of the equity investments in affiliated companies at December 31, 2006 and 2005, and a brief description of each, is as follows: 2006 Equity investments in: Grupo Telvista, S.A. de C.V. Net Serviços de Comunicação S.A. 2Wire, Inc. Other Ps. Ps. 2005 432,208 2,177,845 166,610 229,773 3,006,436 Ps. Ps. 405,856 245,270 205,082 856,208 Grupo Telvista TELMEX holds a 45% equity interest in Grupo Telvista, S.A. de C.V., a company which through its subsidiaries provides telemarketing services in Mexico and the U.S.A. Net During 2006, Embratel Participações S.A. (Embrapar) increased its equity interest in Net Serviços de Comunicação S.A. (Net) by 2.8% through four successive transactions: in May for Ps. 1,264,229 (USD 108.0 million), in June for Ps. 339,107 (USD 30.8 million), in November for Ps. 151,474 (USD 13.7 million) and in December for Ps. 1,002 (USD 0.09 million). After such increases, Embrapar’s equity interest in Net is 39.9% and TELMEX’s effective indirect equity interest in Net is 38.6% At an extraordinary stockholders’ meeting held on October 31, 2006, it was decided to increase Net’s capital stock by Ps. 2,740,172 (R$537,023). Consequently, in November and December 2006, Embrapar and Embratel made capital contributions to Net, which correspond to the contributions made in November and December 2006 described in the preceding paragraph. As a result of this capital increase, and since new stockholders took part in such capital increase, Embrapar’s and Embratel’s equity interest in Net was diluted from 43.0 % to 39.9%, which gave rise to a credit to TELMEX’s stockholders’ equity of Ps. 853,081. This capital increase was made in order to allow Net to acquire a 36.7% equity interest in Vivax S.A., a cable television operator and one of Brazil’s main broadband Internet service providers. In 2005 and in accordance with the agreements entered into by and between TELMEX and Globo Comunicações e Participações S.A., Distel Holding S.A. and Roma Participações Ltda. (together, “Globo”), TELMEX acquired an equity interest in Net, which is the largest cable television operator in Brazil. The total acquisition cost of these transactions amounted to Ps. 4,027,382 (USD 326.3 million). TELMEX’s total equity interest in Net was 37.1%, which was subsequently transferred to Embrapar in October 2005. 2Wire In December 2005, TELMEX agreed with Alcatel USA and AT&T, to jointly invest in 2Wire, Inc. (2Wire), a broadband platform service provider for homes and small offices, located in the U.S. On January 27, 2006, TELMEX acquired an 18.5% equity interest in 2Wire for Ps. 943,842 (USD 87.8 million). Subsequently, AT&T acquired from TELMEX an additional 5.5% equity interest in 2Wire for Ps. 280,035 (USD 26.05 million), through the prepayment of an option and at the same price paid by TELMEX. This transaction took place on December 1, 2006. Consequently, at December 31, 2006, TELMEX holds a 13% equity interest in 2Wire. Goodwill generated was Ps. 431,927. teléfonos de méxico 47 notes to consolidated financial statements Technology and Internet On June 21, 2005, the Company sold its 50% equity interest in Technology and Internet LLC to Grupo Condumex, S.A. de C.V., an entity under common control, for Ps. 46,261. As a result of this transaction, the Company recognized a charge of Ps. 101,245 in its stockholders’ equity. For the years ended December 31, 2006 and 2005, the equity interest in affiliated companies represented credits to results of operations of Ps. 457,876 and Ps. 69,056, respectively, and charges to stockholders’ equity of Ps. 209,295 and Ps. 209,040, respectively. An analysis of changes in goodwill at December 31, 2006 and 2005 is as follows: 2006 Ps. Initial balance Negative goodwill credited to income Goodwill generated Impairment adjustment Purchase adjustments Effect of translation Ending balance 2005 8,055,791 ( ( Ps. 2,330,864 294,241) 1,109,198) 159,218 9,142,434 Ps. 3,502,404 45,176 4,851,082 ( 342,871) Ps. 8,055,791 II. Investments in subsidiaries Investments in 2006 In 2006, the Company acquired two subsidiaries and one associated company, and increased Embrapar’s equity interest in Net by 2.8%. The results of operations of such acquisitions were included in the Company’s financial statements as of the month following the acquisition All acquisitions were recorded using the purchase method. The allocation of the purchase price to the net assets acquired based on its fair values at acquisition date is as follows: Values at acquisition date 2Wire January 2006 Current assets Fixed assets Licenses and trademarks Less: Current liabilities Long-term liabilities Fair value of net assets acquired prior to giving effect to the increase in equity interest acquired % of equity acquired Net assets acquired prior to capital stock increase Net May 2006 Net June 2006 Superview October 2006 Sausa October 2006 Embrapar November 2006 Embrapar December 2006 991,436 410,239 1,757,673 6,742,372 1,905,366 6,644,083 53,472 148,168 17,839,182 11,093,983 2,119,227 8,099,838 17,791,153 11,237,863 2,241,406 7,678,011 1,783,692 13% 2,567,328 4.99% 2,265,397 1% 297,207 99.15% ( 68,514) 80% 36,063,550 24.61% 2,692,294 ( 3.27%) 36,592,912 0.04% 5,462,340 0.04% 231,880 128,110 22,654 294,681 ( 8,875,240 ( 88,038) 14,637 54,811) Total 231,880 663,807 431,927 128,110 1,264,229 1,136,119 22,654 339,107 316,453 294,681 400,048 105,367 ( 54,811) 286,187 340,998 8,875,240 8,502,325 ( 372,915) 997 39.87% 1,091,013 397 1,091,410 2,582 1,002 1,580) 10,517,948 11,621,950 1,104,002 1,580 1,226,862 Ps.2,330,864 1,002,975 151,474 ( 851,501) 372,915 Ps. 431,927 Ps.1,136,119 Ps. 316,453 Ps. 105,367 Ps. 340,998 Ps. annual report 2006 2,185 Ps.9,426,538 2,739,175 39.83% ( 851,501 Ps. 14,637 13,771 866) ( 866 Ps. TELMEX determined the fair value of fixed assets by means of appraisals performed by independent experts. 48 Net December 2006 Ps. 2,135,326 Ps.5,545,319 Ps.5,361,401 Ps. 71,911 Ps. 75,413 Ps.28,393,515 Ps.7,183,279 Ps.28,811,202 Ps.9,152,480 1,050,041 4,726,186 4,666,179 275,914 4,241 36,603,200 4,983,725 36,810,726 5,493,528 795,868 787,266 2,854 744,355 735,749 Capital stock increase Equity interest acquired Fair value of capital increase acquired Total fair value of net assets acquired Acquistion cost Goodwill Less: Negative goodwill credited to stockholders’ equity Goodwill, net Net November 2006 Ps. notes to consolidated financial statements Embrapar On May 8, 2006, TELMEX, through its subsidiary Telmex Solutions Telecomunicações Ltda., announced a public offering to acquire in cash all of Embrapar’s ordinary and preferred shares issued and outstanding. The price offered was R$ 6.95 for every 1,000 shares, plus a restatement adjustment through the date on which each purchase is paid for. The offer included the holders of preferred shares in the form of American Depositary Sha� On November 6, 2006, the initial period of this public offering expired, and based on the conditions agreed on such offering, a second purchase period initiated whereby the remaining stockholders could sell their Embrapar shares. As a result of these acquisitions, which totaled Ps. 8,516,096 (USD 769.7 million), TELMEX holds a 98.0% of all the Embrapar’s ordinary shares and 97.0% of all its outstanding shares at December 31, 2006. Superview On October 27, 2006, the Company acquired a 99.15% equity interest in Superview Telecomunicaciones, S.A. (Superview), a cable television operator in Colombia, for Ps. 400,048 (USD 37 million). At the date of issuance of these financial statements, the fair value of the acquired assets and liabilities is being determined and, accordingly, the amount of goodwill from this acquisition is subject to adjustment. Sección Amarilla USA On October 20, 2006, the Company acquired 80% of Sección Amarilla USA, LLC (Sausa) (formerly Cobalt Publishing, LLC), a yellow pages company in the U.S.A., for Ps. 286,187 (USD 26.5 million). Goodwill from this acquisition has yet to be determined, since the Company has not concluded the determination of the fair value of acquired assets and liabilities. TV Cable and Cable Pacífico On December 4, 2006, TELMEX announced that it had entered into an agreement with the controlling shareholders of TV Cable, S.A. and TV. Cable Comunicaciones S.A. E.S.P. (jointly TV Cable) and of T.V. Cable del Pacífico, S.A. E.S.P. (Cable Pacífico) to acquire 100% of the shares of TV Cable and a 97.5% of the shares of Cable Pacífico. The transactions are subject to the corresponding regulatory approvals and other conditions. TV Cable provides the cable television, Internet and IP voice services in Bogotá and Cali, Colombia. Cable Pacífico operates in several states in Colombia, and has its main operation in Medellin. Pro forma financial data The following unaudited pro forma combined financial data for 2006 and 2005 are based on the Company’s historical financial statements, adjusted to give effect to (i) the series of acquisitions mentioned in the preceding paragraphs; and to (ii) certain accounting adjustments related to the net assets of the acquired companies. The unuadited pro forma adjustments assume that acquisitions were made at the beginning of 2005 and are based on available information and other assumptions that management believes are reasonable. The unaudted pro forma financial information data does not purport to represent what the effect on the Company’s consolidated operations would have been had the transactions occurred at the beginning of such year, nor are they intended to predict the Company’s results of operations. Unaudited pro forma combined TELMEX for the years ended December 31 2006 Operating revenues Majority net income Earnings per share (in Mexican pesos): Basic 2005 Ps. 175,258,174 28,580,099 1.36 Ps. 175,047,173 30,240,671 1.32 teléfonos de méxico 49 notes to consolidated financial statements Investments in 2005 During 2005, several subsidiaries and an affiliate in Latin America were acquired. The results of operations of the acquired subsidiaries and afiiliate were incorporated into the Company’s financial statements in the month following its acquisition. All acquisitions were recorded using the purchase method. The allocation of the purchase price to the net assets acquired based on its fair values at acquisition date is as follows: Values at acquisition date Net January 2005 Current assets Fixed assets Licencias Less: Current liabilities Long-term liabilities Fair value of net assets acquired Equity interest acquired Net assets acquired Acquisition cost Goodwill Ps. ( ( Ps. Net March 2005 Net May 2005 Millicom July 2005 Primesys November 2005 Net December 2005 4,790,791 Ps. 4,286,765 Ps. 4,595,688 Ps. 3,833,807 3,743,199 3,577,779 10,096 9,757 10,220 241 Ps. 363,499 Ps. 5,361,318 309,852 3,583,901 216,838 10,484 9,219,459 2,413,038 661 141,336 7,647 2,510,955 6,135,945 2,997,803) ( 607,179) 1.56% 46.7% 46,766) ( 283,552) 253,107 3,588,266 299,873 Ps. 3,871,818 Ps. 1,660,114 6,186,608 336,965 ( 0.23% 775 ( 22,155 21,380 Ps. 420) 741,206 100% 100% 420) 741,206 12,070 1,222,873 12,490 Ps. 481,667 Ps. Total 2,036,474 6,249,850 669,379 0% Ps. 411,243 163,854 5,262,325 163,854 Ps. 4,851,082 The Company determined the fair value of fixed assets by means of appraisals performed by independent experts and through estimates made of fair values. Embrapar From March through May 2005, TELMEX contributed Ps. 7,026,599 (USD 611.5 million) to increase capital stock of its subsidiary Embrapar, thus increasing its ownership to 95.1% of Embrapar’s voting shares and 63.9% of all of its issued and outstanding shares. Minority shareholders contributed Ps.1,076,552 (USD 88 million) during the same period, giving rise to an increase in stockholders’ equity. On October 24, 2005, TELMEX contributed to Embrapar all of Telmex do Brasil Ltda. (Telmex do Brasil) capital stock and its 37.1% equity interest in Net, thereby increasing its equity interest in Embrapar to 97.3% of the voting shares and 72.3% of all issued and outstanding shares. This transaction was carried out through the merger of Atlantis Holdings do Brasil and Latam do Brasil Participações S.A., companies that held the capital stock of Telmex do Brasil and Net, respectively. Such transaction gave rise to a credit of Ps. 1,181,188, which was recognized in majority stockholders’ equity. Primesys In November 2005, Embratel acquired from Portugal Telecom do Brasil S.A. 100% of the capital stock of Primesys Soluções Empresariais S.A (Primesys), for Ps. 1,222,873 (R$ 250.8 million). Primesys provides high value-added services in Brazil, such as comprehensive communication solutions and network outsourcing. Techtel On June 23, 2005, TELMEX exercised its right to acquire from Intelec, S.A. an additional equity interest of approximately 10% in Techtel for Ps. 176,718 (USD 15 million), increasing its equity interest to 93.4%. On December 27, 2005, TELMEX acquired from Intelec the remaining 6.6% equity interest in Techtel for Ps. 115,452 (USD 10 million). These amounts exceeded the proportionate book value of the shares acquired, giving rise to a charge of Ps. 292,170 to stockholders’ equity. Pro forma financial data The following unaudited pro forma combined financial data for 2005 is based on the Company’s historical financial statements, adjusted to give effect to (i) the series of acquisitions mentioned in the preceding paragraphs; and to (ii) certain accounting adjustments related to the net assets of the acquired companies. The unaudited pro forma adjustments assume that acquisitions were made at the beginning of 2005 and are based on available information and other assumptions that management believes are reasonable. The unaudited pro forma financial information data does not purport to represent what the effect on the Company’s consolidated operations would have been had the transactions occurred at the beginning of such year, nor are they intended to predict the Company’s results of operations. Unaudited pro forma combined TELMEX for the year ended December 31, 2005 Operating revenues Majority net income Earnings per share (in Mexican pesos): Basic 50 annual report 2006 Ps. 174,753,560 30,282,190 1.32 notes to consolidated financial statements III. Subsequent Events Embrapar From January 1 through February 12, 2007, TELMEX has made additional acquisitions totaling Ps. 164,394 (USD 15.2 million), thereby increasing its ownership to 98.0% of all the ordinary shares and 97.4% of all outstanding shares of Embrapar. CANTV On February 8, 2007, TELMEX and América Móvil, S.A.B. de C.V. (América Móvil), a related party, agreed with Verizon to terminate the agreement signed in April 2006 to acquire Verizon’s equity interest in Compañía Anónima Nacional Teléfonos de Venezuela (CANTV), since they did not expect to obtain the necessary authorizations from the Venezuelan government to complete the acquisition. Ecutel On March 12, 2007, TELMEX acquired 100% of the shares of Ecuador Telecom S.A., a company that provides telecommunication services to corporate clients and to small and medium size companies in Guayaquil, Ecuador, for Ps. 263,514 (USD 23.6 million). Boga On March 9, 2007, TELMEX acquired 100% of the shares of Boga Comunicaciones, S.A., a cable television operator in Lima and Chiclayo in Peru. 7. Labor Obligations Mexico - Pensions and seniority premiums Substantially all of the Company’s employees are covered under defined benefit retirement and seniority premium plans. Pension benefits are determined on the basis of compensation of employees in their final year of employment, their seniority, and their age at the time of retirement. The Company has set up an irrevocable trust fund to finance its plans and has adopted the policy of making annual contributions to such fund, which totaled Ps. 90,939 in 2006 and Ps. 62,925 in 2005. These contributions are deductible for Mexican corporate income tax purposes. The unrecognized net transition obligation, unrecognized prior service costs and unrecognized gains/losses are being amortized over a 12 year period, which is the estimated average remaining working lifetime of Company employees. The most relevant information related to labor obligations is as follows: An analysis of net periodic cost is as follows: 2006 Labor cost Financing cost on projected benefit obligation Expected return on plan assets Amortization of unrecognized net transition obligation and prior service cost Amortization of unrecognized losses Net periodic cost Ps. ( Ps. 2005 3,214,129 7,749,378 8,037,370) 1,291,920 274,413 4,492,470 Ps. ( Ps. 3,064,869 6,969,286 7,344,838) 1,347,025 501,452 4,537,794 An analysis of the projected benefit obligation is as follows: 2006 Actuarial present value of labor obligation: Vested benefit obligation Non-vested benefit obligation Accumulated benefit obligation (ABO) Effect of salary projection Projected benefit obligation (PBO) 2005 Ps. 64,588,338 62,249,802 126,838,140 3,953,052 Ps. 130,791,192 Ps. Ps. 56,852,126 52,060,944 108,913,070 4,244,542 113,157,612 An analysis of changes in the projected benefit obligation is as follows: 2006 Projected benefit obligation at beginning of year Labor cost Financing cost on projected benefit obligation Actuarial loss Benefits paid to employees Payments from trust fund Translation effect Projected benefit obligation at end of year 2005 Ps. 113,157,612 3,214,129 7,749,378 15,413,346 ( 184,736) ( 5,976,146) ( 2,582,391) Ps. 130,791,192 Ps. 105,014,032 3,064,869 6,969,286 3,896,947 ( 217,326) ( 5,570,196) Ps. 113,157,612 teléfonos de méxico 51 notes to consolidated financial statements An analysis of changes in plan assets is as follows: 2006 Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain Contributions to trust fund Payments from trust fund Translation effect Fair value of plan assets at end of year Ps. 122,093,753 8,037,370 17,188,949 90,939 ( 5,976,146) ( 2,786,323) Ps. 138,648,542 2005 Ps. 110,384,302 7,344,838 9,871,884 62,925 ( 5,570,196) Ps. 122,093,753 An analysis of the net projected asset is as follows: 2006 Plan assets in excess of projected benefit obligation Unrecognized actuarial loss Unrecognized net transition obligation at the date of initial application Unrecognized prior service cost and changes in the plan Net projected asset Ps. Ps. 7,857,350 8,409,344 2,678,490 226,596 19,171,780 2005 Ps. Ps. 8,936,141 10,704,039 4,028,689 265,056 23,933,925 At December 31, 2006 and 2005, the market value of the trust fund for pensions and seniority premiums exceeded the current benefit obligation by Ps. 11,810,402 and Ps. 13,180,683, respectively. In conformity with Mexican accounting Bulletin D-3, Labor Obligations, the balance sheets show a net projected asset of Ps. 19,171,780 and Ps. 23,933,925 in 2006 and 2005, respectively. In 2006, the net actuarial gain of Ps. 1,775,603 is the result of a favorable actuarial difference of Ps. 17,188,949, due to the behavior of the plan assets invested in shares of companies listed on the Mexican Stock Exchange, and of an actuarial loss of Ps. 15,413,346, mostly attributable to the revision made in July 2006 of the demographical actuarial assumptions used in the computation of pensions. The changes in these assumptions were based on the experience of the Company and of the general trends in Mexico during the last few years, as well as on future expectations. The change in assumptions represented an increase of Ps. 667,859 in the 2006 net periodic cost, with respect to the cost that would have resulted had the Company continued to apply the actuarial assumptions used in prior years. In addition, the actuarial loss is also due in part to the change in the estimated retirement age and the Company’s experience with retired personnel. In 2005, the net actuarial gain of Ps. 5,974,937 was derived primarily from an actuarial gain of Ps. 9,871,884, due to the favorable effect of plan assets represented by shares of companies listed on the Mexican Stock Exchange and to the increases in interest rates in our fixed-yield investments, which was partially offset by an actuarial loss of Ps. 3,896,947, derived from changes in the experience with retired personnel and differences between the inflation rate and the increase in projected salaries. The rates used in the actuarial studies at December 31, 2006 and 2005 are as follows: 2006 % Discount of labor obligations: Long-term average Salary increase: Long-term average Return on plan assets 2005 % 5.72 5.77 0.94 6.82 0.94 6.82 At December 31, 2006, 43.7% (44.3% in 2005) of plan assets were invested in fixed-yield securities and the remaining 56.3% (55.7% in 2005) in variable-yield securities. Dismissal The most important information related to labor obligations for dismissals is as follows: An analysis of net periodic cost is as follows: 2006 Labor cost Financing cost on projected benefit obligation Amortization of unrecognized net transition obligation and prior service cost Net periodic cost Ps. Ps. 23,840 17,657 65,873 107,370 2005 Ps. Ps. 8,190 9,446 147,101 164,737 An analysis of the projected benefit obligation is as follows: 2006 Actuarial present value of labor obligation: Accumulated benefit obligation (ABO) Effect of salary projection Projected benefit obligation (PBO) 52 annual report 2006 Ps. Ps. 144,017 6,682 150,699 2005 Ps. Ps. 142,360 5,544 147,904 notes to consolidated financial statements An analysis of labor obligations for dismissals is as follows: 2006 Ps. Projected benefit obligation Unrecognized actuarial loss Net projected liability 2005 150,699 82,819 233,518 Ps. Ps. 147,904 657 148,561 Ps. A reconciliation of the book reserve is as follows: 2006 Ps. Balance at beginning of year Net periodic cost Payments Translation effect Balance at end of year ( ( Ps. 2005 148,561 107,370 19,023) 3,390) 233,518 Ps. ( Ps. 164,737 16,176) 148,561 Brazil Embratel has established a defined-benefit pension plan (DBP) and a defined-contribution plan (DCP) that covers virtually all of its employees, as well as a medical assistance plan (MAP) for its DBP participants. Liabilities recorded at December 31, 2006 and 2005 for such plans are as follows: 2006 2005 Ps. Defined-benefit pension plan (DPB) Medical assistance plan (MAP) Defined-contribution plan (DCP) Total 133,146 1,327,462 576,996 2,037,604 Ps. Ps. 182,053 1,100,523 692,714 1,975,290 Ps. Pension benefits are determined on the basis of compensation of employees in their final year of employment, their seniority, and their age at the time of retirement. The Company has established funds through Fundación Embratel de Seguridad Social – Telos, an independent entity that manages the fund. The unrecognized net obligation at the date of initial application related to the DPB is being amortized over a period of 20 years, which is the estimated remaining working lifetime of the Company’s employees. Unrecognized gains/losses are being amortized over a period of 19 years, which is the expected remaining lifetime of the Company’s retired personnel. Defined-benefit and medical assistance plans An analysis of net period cost of Embratel’s benefit plans for 2006 and 2005 is as follows: 2006 2005 DBP Labor cost Financial cost of benefit obligation Expected return on plan assets Amortization of (gains) losses Net periodic (benefit) cost Ps. ( ( Ps. ( MAP 280 596,417 652,168) 1,155) 56,626) Ps. ( Ps. 36 195,791 26,345) 9,065 178,547 DBP Ps. ( Ps. ( MAP 429 579,886 622,612) 1,364 40,933) Ps. ( Ps. 93 198,648 28,089) 22,067 192,719 An analysis of the defined-benefit plan and medical assistance plan is as follows: 2006 DBP Present value of labor obligations: Vested benefit obligation Non-vested benefit obligation Projected benefit obligation 2005 MAP Ps. 5,738,948 Ps. Ps. 5,738,948 Ps. 1,921,254 885 1,922,139 DBP Ps. Ps. MAP 5,270,963 6,758 5,277,721 Ps. Ps. 1,693,701 726 1,694,427 teléfonos de méxico 53 notes to consolidated financial statements An analysis of changes in defined-benefit plan and medical assistance plan obligations is as follows: 2006 2005 DBP Projected benefit obligation at beginning of year Ps. Labor cost Financial cost on defined-benefit obligation and medical assistance Actuarial loss (gain) Payments from trust fund ( Effect of translation Defined-benefit plan obligation and obligations under medical assistance plan at end of year Ps. MAP 5,277,721 280 Ps. 596,417 131,831 499,514) 232,213 5,738,948 1,694,427 36 ( Ps. DBP Ps. 195,791 27,403 70,071) 74,553 1,922,139 MAP 5,131,764 429 ( ( Ps. Ps. 579,886 180,231) 477,366) 223,239 5,277,721 1,719,353 93 ( ( Ps. 198,648 232,166) 66,294) 74,793 1,694,427 Changes in the plan assets were as follows: 2006 2005 DBP Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain (loss) Payments from trust fund Contributions to fund Administrative expenses Effect of translation Fair value of plan assets at end of year Ps. ( MAP 5,750,159 652,168 314,732 499,514) 300 Ps. ( ( Ps. 253,002 6,470,847 Ps. 258,073 26,345 8,259 70,071) 31 4,675) 11,356 229,318 DBP Ps. ( ( MAP 5,493,448 622,612 127,789) 477,366) 282 Ps. ( ( Ps. 238,972 5,750,159 Ps. 272,886 28,089 16,445 66,294) 31 4,957) 11,873 258,073 An analysis of the net projected liability for the pension plan and medical assistance plan is as follows: 2006 DBP Plan assets in excess (short) of defined-benefit obligation and medical assistance plan Unrecognized net obligation at the date of initial application Unamortized actuarial (gain) loss Accrued pension cost Ps. 731,899 ( Ps. ( 4,253 869,298) 133,146) 2005 MAP DBP MAP Ps. ( 1,692,821) Ps. 472,438 Ps. ( 1,436,354) Ps. ( 365,359 1,327,462) ( Ps. ( 7,451 661,942) 182,053) Ps. ( 335,831 1,100,523) In 2006, the net actuarial gain of Ps. 182,901 in the DBP and the net actuarial loss of Ps. 19,144 in the MAP, are due principally to actuarial losses on the defined-benefit obligation and medical assistance plan of Ps. 131,831 and Ps. 27,403, respectively, and the actuarial gain on plan assets of Ps. 314,732 and Ps. 8,259, respectively. In 2005, the net actuarial gains of Ps. 52,442 in the DBP and Ps. 248,611 in the MAP are due principally to the actuarial gain on the defined-benefit obligations and medical assistance plan of Ps. 180,231 and Ps. 232,166, respectively, and the actuarial (loss) gain on plan assets of Ps. (127,789) and Ps. 16,445, respectively. The rates used in the actuarial studies at December 31, 2006 and 2005 are as follows: 2006 2005 % % Discount of labor obligations: Long-term average Salary increase: Long-term average Return on plan assets Annual inflation: Long-term average 11.3 11.3 5.0 11.3 5.0 11.3 5.0 5.0 At December 31, 2006, 80.0% (80.2% in 2005) of plan assets are represented by fixed-yield instruments, 13.5% (12.8% in 2005) by variableyield instruments and the remaining 6.5% (7.0% in 2005) by other assets. Defined-contribution plan The unfunded liability represents Embratel’s obligation for those participants that migrated from DBP to the DCP. This liability is being amortized over a 20 year period starting on January 1, 1999. Any unpaid balance is adjusted monthly based on the return of the assets portfolio at that date, which is subject to increases based on the Brazilian general price index plus 6 percentage points per annum. At December 31, 2006, the balance of the DCP obligation amounted to Ps. 576,996 (Ps. 692,714 in 2005). 54 annual report 2006 notes to consolidated financial statements 8. Long-term Debt Long-term debt consists of the following: Average weighted interest rate at December 31 U.S. dollar denominated debt: Consolidated excluding Embratel: Bonds Banks Suppliers’ credits Financial leases Total Embratel’s U.S. dollar denominated debt: Bonds Banks Financial leases Total U.S. dollar denominated debt Mexican peso denominated debt: Bonds Domestic senior notes (“Certificados Bursátiles”) Banks Total Mexican peso denominated debt Maturities from 2006 2005 2007 to 4.9% 5.7% 6.0% 6.3% 5.8% 5.2% 6.6% 5.8% 2015 2014 2011 2011 11.0% 6.2% 11.0% 5.9% 11.3% 2008 2013 Balance at December 31 2006 2005 Ps.29,907,625 Ps.43,548,644 44,121,738 36,532,890 94,943 36,477 92,776 420,978 74,217,082 80,538,989 1,935,589 10,460,335 86,613,006 2,029,822 4,720,777 713 87,290,301 8.8% 9.0% 7.5% 9.4% 8.5% 2016 2012 2007 4,500,000 7,100,000 1,300,000 12,900,000 7,027,680 1,384,240 8,411,920 Brazilian real denominated debt: Banks Financial leases Total Brazilian real denominated debt 12.7% 17.0% 15.2% 18.2% 2010 2008 38,243 2,524 40,767 76,111 14,065 90,176 Debt denominated in other currencies: Banks Financial leases Suppliers’ credits Total debt denominated in other currencies: 7.4% 10.8% 2.0% 6.6% 12.5% 2.0% 2016 2027 2022 762,295 181,533 245,736 1,189,564 617,648 192,063 250,710 1,060,421 100,743,337 96,852,818 Total debt Less short-term debt and current portion of long-term debt excluding Embratel Embratel Short-term debt Long-term debt 9,195,743 14,590,305 3,355,529 950,656 12,551,272 15,540,961 Ps.88,192,065 Ps.81,311,857 The above-mentioned rates are subject to market variances and do not include the effect of the Company’s agreement to reimburse certain lenders for Mexican taxes withheld. The Company’s weighted average cost of borrowed funds at December 31, 2006 (including interest, interestrate swaps, commissions and Mexican taxes withheld), was approximately 7.0% excluding Embratel (6.4% in 2005), and 7.1% (6.7% in 2005) including Embratel. The Company’s short–term debt at December 31, 2006, excluding Embratel, is Ps. 9,195,743 (Ps. 14,590,305 in 2005), which primarily includes Ps. 3,223,246 in bank debt (Ps. 2,348,949 in 2005) and Ps. 5,900,000 (Ps. 12,184,987 in 2005) in bonds. Bonds: a) On January 26, 2001, TELMEX issued a Ps. 12,800,986 (USD 1,000 million) bond, maturing in January 2006 and bearing an 8.25% annual interest rate, payable semiannually. As a supplement to this bond, on May 8, 2001, the Company issued Ps. 6,036,495 (USD 500 million) with the same terms. Interest expense on the bonds was Ps. 70,215 for the year ended December 31, 2006 (Ps. 1,440,375 for the year ended December 31, 2005). During 2005, TELMEX repurchased a total Ps. 5,213,907 (USD 431.6 million) (book value) of these bonds. The repurchase price was higher than the book value by Ps. 190,510 (USD 15.6 million), which was recognized in Comprehensive financing cost. In January 2006, the Company paid Ps. 11,612,115 (USD 1,068.4 million) for the outstanding balance of the bonds. b) On November 19, 2003, a Ps. 13,007,964 (USD 1,000 million) bond was issued, maturing in 2008 and bearing a 4.5% annual interest rate, payable semiannually. Interest expense on the bond for the year ended December 31, 2006 was Ps. 530,265 (Ps. 562,308 for the year ended December 31, 2005). teléfonos de méxico 55 notes to consolidated financial statements c) On January 27, 2005, TELMEX issued bonds for a total of Ps. 16,123,614 (USD 1,300 million), divided into two tranches of Ps. 8,061,807 (USD 650 million) each. The first tranch matures in 2010 and bears a 4.75% annual interest rate and the second tranch matures in 2015 bearing a 5.5% annual interest rate. Interest is payable semi-annually. On February 22, 2005, additional bonds were issued thereby increasing the initial bond issuances to Ps. 11,707,269 and Ps. 9,884,538, respectively (USD 950 million and USD 800 million, respectively). Interest expense on the bonds that mature in 2010 amounted to Ps. 531,585 for the year ended December 31, 2006 (Ps. 507,257 for the year ended December 31, 2005); and to Ps. 518,329 for the year ended December 31, 2006 (Ps. 500,032 for the year ended December 31, 2005) on the bond that matures in 2015. d) On January 26, 2006, TELMEX issued abroad a Ps. 4,500 million bond, which matures in 2016 and bears an 8.75% annual interest rate. Interest expense on the bond was Ps. 392,794 for the year ended December 31, 2006. Syndicated loans: On July 15, 2004, TELMEX entered into a syndicated loan agreement for Ps. 31,535,816 (USD 2,425 million) divided in two tranches, the first tranch for Ps. 19,925,622 (USD 1,525 million) with a maturity of three years, and the second tranch for Ps. 11,610,194 (USD 900 million) with a five-year maturity. On October 20, 2005, TELMEX entered into an agreement to restructure the above-mentioned syndicated loan of Ps. 31,535,816 (USD 2,425 million), in order to improve the credit terms and modify the total loan amount to Ps. 29,201,161 (USD 2,500 million) divided in two tranches. The first tranch for Ps. 17,520,697 (USD 1,500 million) with a four-year maturity, and the second tranch for Ps. 11,680,464 (USD 1,000 million) with a six-year maturity. No penalties were assessed for the restructuring of the syndicated loan. On August 11, 2006, this loan was restructured again, in order to improve the credit terms and increasing the total loan amount to Ps. 33,280,186 (USD 3,000 million) divided into three tranches. The first tranch for Ps. 14,421,414 (USD 1,300 million) and with a three-year maturity, the second tranch for Ps. 11,093,395 (USD 1,000 million) with a five-year maturity, and the third tranch for Ps. 7,765,377 (USD 700 million) with a seven-year maturity. The outstanding balance as of December 31, 2006 has been included in Bank debt (U.S. dollar denominated liabilities). On June 30, 2006, TELMEX entered into a syndicated loan agreement for Ps. 5,769,616 (USD 500 million) divided into two tranches of Ps. 2,884,808 (USD 250 million) each, with a four-year and six-year maturity, respectively. Domestic senior notes (“Certificados Bursátiles”): At December 31, 2006, Ps. 7,450,000 domestic senior notes had been issued under the program authorized by the CNBV in 2001; the outstanding balance at such date is Ps. 6,600,000. The term of this program ended in April 2004 and TELMEX is only paying the outstanding balance of the transactions carried out. On September 30, 2005, TELMEX obtained the approval from the CNBV for a new program to issue long-term domestic senior notes for up to Ps. 10,000,000 (nominal amount). At December 31, 2006, Ps. 500,000 of long-term domestic senior notes under this new program have been issued; the unused balance at such date is Ps. 9,500,000. Lines of credit: At December 31, 2006, TELMEX has long-term lines of credit with certain foreign financial institutions. The unused portion of committed lines of credit totaled Ps. 1,786,368 (USD 164.2 million), and bear a floating interest rate of LIBOR plus 30 basis points, approximately, at the time of use. At December 31, 2006, Embratel has unused lines of credit of Ps. 879,933 (USD 80.9 million) that bear a 4.1% interest. Prepayments of debt: During 2005, TELMEX prepaid a portion of its debt with certain financial institutions, excluding the repurchase of the bonds that mature in 2006, totaling Ps. 215,101 (approximately USD 18.3 million), without penalty. During 2005, Embratel prepaid 35% of the bond that matures in 2008 (Ps. 1,141,552, equal to USD 96.3 million), and Ps. 2,362,411 (USD 200 million) of its short-term debt. Covenants: The above-mentioned debt is subject to certain restrictive covenants with respect to maintaining certain financial ratios, and the restriction to sell and i� In addition, a portion of the debt is also subject to early maturity or repurchase at the option of the holders in the event of change of control of the Company, as defined in the related instruments. The definition of change of control varies from instrument to instrument; however, no change in control shall be considered to have occurred as long as Carso Global Telecom, S.A.B. de C.V. (Carso Global Telecom) (TELMEX’s controlling company) or its current stockholders continue to control the majority of the Company’s voting shares. Foreign currency debt: An analysis of the foreign currency denominated debt at December 31, 2006 is as follows: Foreign currency (in thousands) U.S. dollar Brazilian real Other currencies Total 56 annual report 2006 7,964,048 8,013 Exchange rate at December 31, 2006 (in units) Ps. 10.87 5.09 Equivalent in Mexican pesos Ps. Ps. 86,613,006 40,767 1,189,564 87,843,337 notes to consolidated financial statements Maturities of long-term debt at December 31, 2006 are as follows: Years Excluding Embratel 2008 2009 2010 2011 2012 and thereafter Total Ps. Ps. 12,284,108 15,809,124 14,202,120 12,473,142 24,132,230 78,900,724 Embratel Ps. Ps. Total 3,578,991 1,543,239 1,682,691 1,443,969 1,042,451 9,291,341 Ps. Ps. 15,863,099 17,352,363 15,884,811 13,917,111 25,174,681 88,192,065 Hedges: At December 31, 2006 and 2005, the financial instruments contracted by the Company are as follows: 2006 Financial instrument Consolidated excluding Embratel: Interest-rate swaps in pesos Interest-rate swaps in dollars Interest-rate swaps in dollars Cross currency swaps Forwards dollar-peso Hedges of Embratel: Interest-rate swaps and forwards dollar-Brazilian real Notional amount (in millions) 2005 Fair value Notional amount (in millions) Fair value Ps. USD USD USD USD 31,952 1,050 1,050 2,250 4,255 Ps. ( Ps. Ps. ( Ps. Ps. ( 1,455) 429 280) 765 761) Ps. USD USD 15,900 1,050 1,050 Ps. ( Ps. Ps. ( 254) 592 352) USD 6,320 Ps. ( 1,447) USD 288 Ps. ( 622) USD 410 Ps. ( 219) As part of its currency hedging strategy, the Company (excluding Embratel) uses derivative financial instruments to minimize the impact of exchange rate fluctuations on U.S. dollar denominated transactions. During 2006, the Company entered into short-term exchange hedges which, at December 31, 2006, hedged liabilities of Ps. 46,275,253 million (USD 4,255 million) (Ps. 72,079,387 or USD 6,320 million in 2005). In 2006, the Company recognized a credit of Ps. 50,043 (charge of Ps. 7,595,495 in 2005) in its statement of income for these hedges corresponding to changes in their fair value. In 2006, the Company also entered into cross currency swaps that cover liabilities of Ps. 24,469,875 (USD 2,250 million). The Company recognized a charge of Ps. 76,450 in its statement of income for these swaps corresponding to changes in their fair value. Embratel uses hedging derivative instruments (foreign currency swaps and forwards) to protect itself from the effects of exchange rate fluctuations on the Brazilian real due to foreign currency denominated loans. At December 31, 2006 and 2005, liabilities hedged amounted to Ps. 3,135,081 (USD 288.3 million) and Ps. 4,676,443 (USD 410.3 million), respectively. Embratel recognized a charge of Ps. 1,095,141 in 2006 (charge of Ps. 729,163 in 2005) corresponding to changes in their fair value of these hedging derivative instruments. To offset its exposure to financial risks related to the variable-yield debt, the Company (excluding Embratel) entered into interest-rate swaps. Under these contracts, the Company agreed to receive the 28-day “TIIE” interbank rate and the 182-day treasury certificate (CETES) rate and to pay fixed rates. Th� At December 31, 2006, the Company had interest-rate swaps for a total nominal amount of Ps. 31,952,125. In addition, the Company had interestrate swaps for a total nominal amount of Ps. 11,419,275 (USD 1,050 million), paying fixed rates and receiving a six-month LIBOR rate, and of Ps. 11,419,275 (USD 1,050 million) under which it pays a six-month LIBOR rate and receives a fixed rate. At December 31, 2005, the Company had interest-rate swaps for a total nominal amount of Ps. 15,900,000 and Ps. 11,975,215 (USD 1,050 million), paying fixed rates and receiving a six-month LIBOR rate, as well as Ps. 11,975,215 (USD 1,050 million) under which it pays a six-month LIBOR rate and receives a fixed rate. In 2006, the Company recognized a net expense for these swaps in comprehensive financing cost of Ps. 723,568 (Ps. 197,480 in 2005). This amount includes a charge of Ps. 549,138 (Ps. 310,725 in 2005) derived from the replacement of its Mexican peso-denominated interest rate swaps. 9. Deferred Credits At December 31, 2006 and 2005, deferred credits consist of the following: 2006 Advance billings Advances from subscribers and others Total Ps. Ps. 2005 1,326,016 832,803 2,158,819 Ps. Ps. 1,390,851 676,790 2,067,641 teléfonos de méxico 57 notes to consolidated financial statements 10. Accounts Payable and Accrued Liabilities An analysis of accounts payable and accrued liabilities is as follows: December 31 2006 Suppliers Sundry creditors Net settlement payables Related parties Accrued interest Accruals for other contractual employee benefits Vacation accrual Accruals for Embratel contingencies Other Ps. 11,341,170 5,158,343 349,860 3,510,346 2,053,975 1,360,732 1,547,519 6,562,620 2,082,903 33,967,468 Ps. 2005 Ps. 10,688,869 4,776,595 628,993 2,731,342 1,579,160 1,417,253 1,560,868 3,087,760 1,821,627 28,292,467 Ps. The activity in the principal accrued liabilities for the years ended December 31, 2006 and 2005 is as follows: Accruals for other contractual employee benefits: 2006 Balance at beginning of year Increase through charge to expenses Charges to provision Translation effect Balance at end of year Ps. ( ( Ps. 1,417,253 3,935,062 3,925,349) 66,234) 1,360,732 2005 Ps. ( ( Ps. 1,271,413 3,982,193 3,803,388) 32,965) 1,417,253 Vacation accrual: 2006 Balance at beginning of year Increase through charge to expenses Charges to provision Translation effect Balance at end of year Ps. ( ( Ps. 1,560,868 2,756,844 2,688,930) 81,263) 1,547,519 2005 Ps. ( ( Ps. 1,564,215 2,903,112 2,880,765) 25,694) 1,560,868 Accruals for Embratel contingencies: 2006 Balance at beginning of year Increase through charge to expenses Increase charged to other accounts Charges to provision Translation effect Balance at end of year 58 annual report 2006 Ps. ( Ps. 3,087,760 2,821,199 2,252,200 1,677,203) 78,664 6,562,620 2005 Ps. 2,228,492 1,034,190 ( Ps. 272,356) 97,434 3,087,760 notes to consolidated financial statements 11. Foreign Currency Position and Transactions a) At December 31, 2006 and 2005, the Company had rights and obligations denominated in the following foreign currencies: Foreign currency in millions Exchange rate at December 31, Assets: U.S. dollar Argentinean peso Brazilian real Chilean peso Colombian peso Peruvian sol Liabilities: U.S. dollar Argentinean peso Brazilian real Chilean peso Colombian peso Peruvian sol Euro Exchange rate at December 31, 2006 2006 2005 674 182 3,376 28,266 27,350 91 Ps. 10.88 3.55 5.09 0.02 0.0049 3.40 492 132 2,265 23,735 19,845 94 Ps. 10.71 3.53 4.58 0.02 0.0047 3.12 8,197 256 3,066 49,417 91,335 96 32 Ps. 10.88 3.55 5.09 0.02 0.0049 3.40 14.33 7,883 170 2,180 48,754 34,617 90 47 Ps. 10.71 3.53 4.58 0.02 0.0047 3.12 12.65 2005 At March 12, 2007, exchange rates are as follows: Currency Exchange rate U.S. dollar Argentinean peso Brazilian real Chilean peso Colombian peso Peruvian sol Euro Ps. 11.14 3.59 5.33 0.02 0.0050 3.50 14.65 b) During 2006 and 2005, the Company had the following transactions denominated in foreign currencies. Currencies other than the U.S. dollar were translated to U.S. dollars using the average exchange rate for the year. Millions of dollars 2006 Revenue Operating costs and expenses Interest income Interest expense USD 2005 4,703 3,957 196 484 USD 3,855 2,933 117 563 12. Commitments and Contingencies Commitments a) The Company leases certain equipment used in its operations under capital leases. At December 31, 2006, the Company had the following commitments under non-cancelable capital leases: Year ended December 31, 2007 2008 2009 2010 2011 2012 and thereafter Total Less unaccrued interest Present value of minimum net rental payments Less current portion Long-term obligation at December 31, 2006 Ps. 76,025 47,278 41,074 33,553 58,411 157,918 414,259 137,426 276,833 54,403 Ps. 222,430 teléfonos de méxico 59 notes to consolidated financial statements b) At December 31, 2006, the Company has non-cancelable commitments of Ps. 10,168,547 (Ps. 8,878,809 in 2005) for the purchase of equipment. Payments made under purchase agreements aggregated to Ps. 5,322,487 in 2006 (Ps. 8,672,807 in 2005). c) At December 31, 2006 there are outstanding letters of credit for Ps. 32,627 (Ps. 227,734 in 2005), issued to foreign suppliers for purchase of materials and supplies. Contingencies Mexico d) On December 4, 1997, the Federal Commission of Economic Competition (COFECO) issued a preliminary ruling declaring that Teléfonos de México, S.A.B. de C.V. exercises substantial power over what it referred to as five telecommunications markets. Teléfonos de México, S.A.B. de C.V. filed an appeal against such ruling and refuted the final ruling issued by the COFECO on February 19, 1998. After several judicial instances and rulings, the plenary meeting of the COFECO issued a ruling dated February 23, 2007, in which it revoked the preliminary ruling and ordered that the file be closed. e) In December 1995, a competitor that provides cellular telephone services reported Teléfonos de México, S.A.B. de C.V. to the COFECO for alleged monopolistic practices and undue concentration. In July 2001, the COFECO ruled that Teléfonos de México, S.A.B. de C.V. was responsible for monopolistic practices and undue concentration. Teléfonos de México, S.A.B. de C.V. filed an appeal for reconsideration against the ruling, but the appeal was declared unfounded and the ruling confirmed. The respective defense against the confirmation of the ruling has been filed with the Federal Court of Justice for Tax and Administrative Matters. f) The Mexican Social Security Institute (IMSS) audited Teléfonos de México, S.A.B. de C.V. for the 1997-2001 period. At the conclusion of the audit, it was determined that Teléfonos de México, S.A.B. de C.V. owed a total of approximately Ps. 330,000 (historical amount) in taxes, fines, surcharges and restatements at July 2, 2003. Teléfonos de México, S.A.B. de C.V. filed an appeal with the Federal Court of Justice for Tax and Administrative Matters, and in accordance with Mexican law, by means of a bank trust, the Company guaranteed payment of such tax liability through July 19, 2007. The Company’s external lawyers who are handling this matter are of the opinion that although the Company’s appeal is well founded, there is no guarantee that it will prevail. Contingencies of Embratel, Star One and Vésper Brazilian value-added goods and services tax (ICMS) In August 2006, an agreement was published granting a proportional reduction of Embratel’s debt plus restatement penalties and surcharges generated through July 2006 related to the so-called Brazilian ICMS tax on communication services. The provisions of this agreement are applicable throughout all the states of Brazil, and the Federal District (Brasilia). The effective application of the benefits of this agreement will depend on the regulations of each state. In those states in which Embratel has already implemented the benefits of this agreement, it has made payments of Ps. 2,352,360, thus laying to rest any disputes related to the matter. Regarding the states in which the benefits of this agreement have not yet been implemented, Embratel has created a reserve of Ps. 2,002,287, as it considers that such states will most likely enter into the agreement related to the payment of debts. Embratel received assessments by the tax authorities related to alleged undue ICMS tax credits of Ps. 400,672 not addressed by the referred agreement that are considered by the external lawyers as probable losses. Claims in which the lawyers consider Embratel will prevail are Ps. 424,397 which consequently, has not been provided for in the financial statements. In July 2002, the subsidiary Star One received an assessment by the tax authorities in the State of Rio de Janeiro for payment of ICMS on internet and satellite use of Ps. 1,200,485. In March 2004, Star One was required to pay Ps. 100,479 in the Brazilian Federal District (Brasilia) for ICMS not paid on satellite use. Based on the lawyers’ estimates, Embratel considers the probability of a loss in this contingency as possible and, consequently, has not provided for such amount in the financial statements. The subsidiaries Vésper S.A. and Telmex do Brasil Ltda. received assessments related to ICMS of Ps. 119,586, which were provided for, since they are considered as probable losses. These subsidiaries received additional assessment of Ps. 91,054, which are considered as a possible loss and, consequently, have not been provided for in the financial statements. Income tax on inbound international income In March 1999, the Brazilian Federal Tax Agency (SRF) assessed the subsidiary Embratel in the amount of Ps. 1,461,127 for failing to pay income tax for years 1996 and 1997. Embratel filed an appeal against this assessment with Brazil’s Special Federal Tax Court, which is still pending; however, the Company’s external lawyers are of the opinion that there is a likelihood of loss and therefore, a provision of Ps. 2,577,965 was provided for at December 31, 2006. In June 1999, the subsidiary Embratel was further assessed for nonpayment of income tax on net foreign source income for 1998 amounting to Ps. 327,570. Embratel first filed an appeal with the administrative courts, and after receiving an unfavorable ruling, Embratel filed a lawsuit before judicial court, whose ruling in the first instance was unfavorable. However, after further review, the court nullified the ruling and issued a new ruling dec� Brazilian Social Welfare Tax on Service Exports (PIS) In August 2001, Embratel received an assessment from the Brazilian Federal Revenue Service (SRF) totaling Ps. 808,801 for payment of the PIS prior to 1995 that had been offset in accordance with Brazilian tax law. Based on the known facts and on both management’s and the lawyers’ arguments and opinions, Embratel considers a loss from this contingency as possible and, consequently, has not provided for such amount in the financial statements. 60 annual report 2006 notes to consolidated financial statements Brazilian Social Welfare Tax for Service Export Security Tax (COFINS) In August 2001, Embratel also received an assessment of Ps. 1,739,686 related to its exemption from payment of the COFINS on the exportation of telecommunication services during 1999. The government auditor made several errors in the computation of this tax and, consequently, such amount was later reduced to Ps. 1,203,537. Embratel appealed the case in Brazil’s Federal Tax Court and ruling is still pending. Based on the known facts and on both management’s and the lawyers’ arguments and opinions, Embratel considers the probability of a loss in this contingency as possible and, consequently, has not provided for such amount in the financial statements. In November 2006, Embratel received an assessment by the SRF of Ps. 82,956 for the payment of the COFINS in 1999, which is considered by the external lawyers as a probable loss. Other tax contingencies Embratel, Vesper, S.A., Telmex do Brasil Ltda. and Primesys Soluções Empresariais S.A. have other on-going tax litigations involving the National Institute of Social Security (INSS), Social Contribution on Net Income (CSLL), Telecom Development Fund (FUST) and Income Tax on Payments Abroad (IRRF), among others, which could give rise to tax contingencies, of which Ps. 1,753,486 is considered as a possible loss and consequently, has not been provided for in the financial statements. Disputes with third parties Certain cases on a number of different matters are in advanced stages of the litigation process and, according to Embratel’s external lawyers, the subsidiary stands a chance of losing at least some of these suits; consequently, Ps. 607,166 has been reserved for possible unfavorable rulings. According to the Company’s external lawyers, although the Company’s arguments in these cases are well founded, there is no guarantee of a favorable outcome. Other civil and labor contingencies There are other on-going civil and labor litigations that could give rise to contingencies of which Ps. 657,072 has been reserved to cover the portion considered as probable losses, and Ps. 1,292,703, which corresponds to the portion that represents a possible loss, has not been provided for in the financial statements. According to the Company’s external lawyers, although the Company’s arguments in these cases are well founded, there is no guarantee of a favorable outcome. 13. Related Parties During the years ended December 31, 2006 and 2005, the most importarnt transactions with related parties are as follows: 2006 Investment and expenses: Purchase of materials, inventories and fixed assets (1) Insurance premiums, fees for administrative and operating services, security trading and others (2) Interconnection under the “Calling Party Pays” program (3) Revenues: Sale of materials and other services (4) Sale of long-distance and other telecommunications services (5) Sale of 50% of Technology and Internet LLC Ps. 2005 5,359,756 Ps. 6,283,707 3,759,286 12,837,421 4,043,199 12,107,196 1,333,894 6,989,687 1,579,770 6,408,369 46,261 (1) Includes Ps. 4,306,760 in 2006 (Ps. 6,216,731 in 2005) for purchase of network construction services and material from subsidiaries of Grupo Carso, S.A.B. de C.V. (Carso Group), which is an entity under common control of Carso Global Telecom, the company that controls Teléfonos de México, S.A.B. de C.V. (2) Includes Ps. 1,298,644 in 2006 (Ps. 1,633,852 in 2005) for network maintenance services from a subsidiary of Carso Group; Ps. 766,244 in 2006 (Ps. 793,184 in 2005) for services received from subsidiaries of Impulsora del Desarrollo y el Empleo en América Latina, S.A.B. de C.V. (IDEAL); Ps. 441,497 in 2006 (Ps. 378,466 in 2005) for insurance premiums with Seguros Inbursa, S.A. (Seguros), which, in turn, places most of this amount in reinsurance with third parties; Ps. 63,902 in 2006 (Ps. 133,992 in 2005) for security trading fees paid to Inversora Bursátil, S.A. (Inversora), and Ps. 425,275 in 2006 (Ps. 492,857 in 2005) for administrative and operating services paid to technology partners (AT&T and Carso Global Telecom). Carso Group, IDEAL, Seguros and Inversora are entities under common control of Carso Global Telecom. (3) Interconnection expenses under the “Calling Party Pays” program are derived from outgoing calls from a fixed lined telephone to a cellular telephone paid to a subsidiary of América Móvil. It also includes Ps. 3,848,239 in 2006 (Ps. 2,200,740 in 2005) paid by Embratel for cellular interconnection to subsidiaries of América Móvil that operate under the brand “Claro” in Brazil. América Móvil is an entity under common control of Carso Global Telecom. (4) Includes Ps. 323,311 in 2006 (Ps. 426,642 in 2005) from the sale of materials and other services to subsidiaries of the Carso Group. (5) Includes revenues billed to América Móvil’s subsidiaries that operate under the brand “Claro” for Ps. 850,492 in 2006 (Ps. 1,836,095 in 2005). At December 31, 2006, Telmex had net amounts payable to a subsidiary of the Carso Group and one subsidiary of América Móvil of Ps. 419,155 and Ps. 1,105,785, respectively (Ps. 230,020 and Ps. 1,128,397, respectively, in 2005). Also, Embratel had an outstanding loan from a subsidiary of Grupo Financiero Inbursa, S.A.B. de C.V. (Inbursa Financial Group) of Ps. 285,161 in 2005. Inbursa Financial Group is an entity under common control of Carso Global Telecom. The companies mentioned in this note are considered to be related parties, since the Company’s main stockholders are also, directly or indirectly, stockholders of such companies. Carso Global Telecom holds the majority of the Company’s voting shares. AT&T is a minority shareholder of the Company. teléfonos de méxico 61 notes to consolidated financial statements 14. Stockholders’ Equity a) At an extraordinary meeting held on December 5, 2006, the stockholders approved, based on the requirements of the Securities Trading Act in force, to amend the Company’s bylaws, primarily to modify the integration, organization and functioning of its corporate bodies. In this regard, several resolutions were adopted and are related to i) the exchange of certain series of shares that in due time must be carried out, ii) the corporate powers previously conferred to the Board, iii) the operation of the Board of Directors, the Corporate Practices Committee and the Audit Committee under their current structures, iv) the appointment and ratification of the President of the Corporate Practices Committee and of the President of the Audit Committee and v) the revocation of the appointments of the Statutory Auditor and the Alternate Statutory Auditor; as well to modify the bylaws to change its business name to Teléfonos de México, Sociedad Anónima Bursátil de Capital Variable or its abbreviation S.A.B. de C.V. At an extraordinary stockholders’ meeting held on April 28, 2005, the stockholders approved the restructuring of the number of outstanding Series “AA”, “A” and “L” shares, through a two-for-one stock split (two new shares for each prior outstanding share) as of May 25, 2005. All figures related to the number of shares included in the accompanying financial statements and in these notes consider the aforementioned stock split, regardless of whether such figures refer to dates prior to the date of the split. b) At December 31, 2006, capital stock is represented by 20,203 million common shares issued and outstanding with no par value, representing the Company’s fixed capital (Ps. 22,045 million in 2005), comprised as follows: 2006 8,115 million Series “AA” shares 446 million Series “A” shares (479 in 2005) 11,642 million Series “L” shares with limited voting rights (13,451 in 2005) Total Ps. Ps. 15,540,853 1,000,918 10,454,503 26,996,274 2005 Ps. Ps. 15,540,853 1,075,979 12,034,322 28,651,154 The Company’s capital stock must be represented in a percentage of no less than 20% by common Series “AA” shares, which may be subscribed only by Mexican individuals and corporate entities, and that shall represent at all times at least 51% of all common shares issued and outstanding; by common Series “A” shares, which may be freely subscribed, in a percentage not to exceed 19.6% of capital stock and in a percentage not to exceed 49% of common shares issued and outstanding, and that both shares, Series “AA” and “A”, do not represent more than 51% of capital stock; and by Series “L” shares, which have limited voting rights and may be freely subscribed, which together with Series “A” shares shall not exceed 80% of capital stock. Voting rights Each ordinary Series “AA” and “A” shares entitle the holder to one vote at general shareholders’ meetings. Each Series “L” shares entitle the holder to one vote at any shareholders’ meetings in which Series “L” holders are authorized to vote. According to the Bylaws´ Clause Eight, Series “L” shares will have only the right to vote to designate two directors to the Board of Directors and their corresponding alternate directors, and on the following matters: • The transformation of the corporation; • Merger with another entity, as a disappearing company, or a merger with another entity as a surviving company when the disappearing entity’s corporate purpose differs from that of the Company; and • Cancellation of the registration of the shares issued by the Company in the securities or special sections of the National Registry of Securities and in other foreign stock exchanges in which they are registered; The resolutions adopted by the Extraordinary Shareholders’ Meetings related to any of the matters in which the Series “L” shares are entitled to vote will be also required to be approved by the majority vote of Series “AA” and Series “A” shares in order to be valid. Under Mexican law, holders of any series of shares are also entitled to vote as one class on any proposal that could adversely affect the rights of the holders of that series. The shareholders of the Company (including Series “L”) who individually or jointly represents 20% or more of the capital stock are entitled to legally oppose to the general shareholders’ meetings resolutions in which they have the right to vote. Determining whether a proposal requires the vote by the holders of Series “L” under such basis would initially be made by the Board of Directors or by any other party that calls a shareholders’ meeting to decide on the proposal. A negative decision would be subject to judicial challenge by any affected stockholder, and a court would ultimately determine the need for a class vote. There are no other procedures to determine whether a proposal requires a class vote, and Mexican law provides no additional guidance with respect to the criteria to be applied in making such determination. c) In 1994, TELMEX initiated a program to purchase its own shares. A charge is made to retained earnings for the excess cost of the shares purchased over the theroetical nominal value of capital stock of the shares acquired. At a regular stockholders’ meeting held on October 9, 2006, the stockholders approved to increase by Ps. 15,000,000 (historical) the total nominal amount authorized for the repurchase of the Company’s own shares, bringing the total maximum amount to be used for this purpose to Ps. 15,931,293 (historical). 62 annual report 2006 notes to consolidated financial statements In 2006, the Company acquired 1,838.0 million Series “L” shares for Ps. 23,737,186 (historical cost of Ps. 23,092,355) and 3.9 million Series “A” shares for Ps. 52,122 (historical cost of Ps. 50,682). In 2005, the Company acquired 1,577.6 million Series “L” shares for Ps. 17,911,445 (historical cost of Ps. 16,926,983) and 6.2 million Series “A” shares for Ps. 69,744 (historical cost of Ps. 65,761). d) In conformity with the Mexican Corporations Act, at least 5% of net income of the year must be appropriated to increase the legal reserve, until the legal reserve reaches at least 20% of capital stock. e) At December 31, 2006, the caption “Other accumulated comprehensive income” include the deficit from the restatement of stockholders’ equity net of deferred taxes, gain on dilution of investment in affiliate, the fair value of swaps net of deferred taxes and the effect of translation of foreign entities of (Ps. 79,416,229), Ps. 827,177, Ps. 34,725 and Ps. 4,992,973, respectively (deficit from restatement of stockholders’ equity net of deferred taxes, the fair value of swaps net of deferred taxes and the effect of translation of foreign entities of (Ps. 76,220,765), Ps. 159,848 and Ps. 3,669,202, respectively, in 2005). 15. Income Tax, Asset Tax and Employee Profit Sharing a) The Ministry of Finance and Public Credit authorized Teléfonos de México, S.A.B. de C.V. to consolidate its tax results effective January 1, 1995. The tax consolidation excludes the tax results of Instituto Tecnológico de Teléfonos de México, S.C. and of the Mexican subsidiaries acquired during the year. On November 1, 2004, the Ministry of Finance and Public Credit authorized the transfer of the tax consolidation of Teléfonos de México, S.A.B. de C.V. to that of Carso Global Telecom (TELMEX’s controlling company), starting in the 2005 fiscal year, in conformity with the Mexican Income Tax Law, which did not result in the tax deconsolidation of Teléfonos de México, S.A.B. de C.V. nor its subsidiaries, nor in their exclusion from the tax consolidation regime. b) The asset tax is a minimum income tax, computed on the average value of most assets net of certain liabilities. Income tax can be credited against asset tax; therefore, the latter is actually payable only to the extent that it exceeds income tax. Asset tax for the years ended December 31, 2006 and 2005 was Ps. 1,290,270 and Ps. 1,172,510, respectively, amounts that were paid by crediting the corporate income tax paid in such years. c) An analysis of income tax expense is as follows: 2006 Current year income tax: From Mexican operations From foreign operations Deferred tax of Mexican operations, net of related monetary position gain of Ps. 738,058 (Ps. 663,275 in 2005) Deferred tax of foreign operations, net of related monetary position gain of Ps. 82,281 (Ps. 28,130 in 2005) Total Ps. Ps. 2005 13,031,228 783,366 ( 320,680) ( 435,016) 13,058,898 Ps. 14,506,917 373,027 ( Ps. 2,760,751) 190,586 12,309,779 A reconciliation of the statutory corporate income tax rate to the effective rate recognized for financial reporting purposes is as follows: Statutory income tax rate Depreciation Financial cost Employee profit sharing Other Effective tax rate for Mexican operations Revenues and costs of foreign subsidiaries Effective income tax rate 2006 % 2005 % 29.0 (0.3) 0.3 (1.8) 1.4 28.6 0.6 29.2 30.0 (0.5) (0.1) (2.0) (0.5) 26.9 (0.2) 26.7 On December 1, 2004, an annual gradual decrease in the corporate income tax rate was approved starting in 2005, until it reaches a 28% in 2007. teléfonos de méxico 63 notes to consolidated financial statements At December 31, 2006 and 2005, the Company (excluding foreign entities) has recognized deferred taxes on the following temporary differences: 2006 Deferred tax assets: Allowance for bad debts and slow-moving inventories Tax losses Advance billings Accrued liabilities Employee profit sharing Financial instruments Ps. Deferred tax liabilities: Fixed assets Inventories Licenses Pensions Prepaid expenses Financial instruments Net deferred tax liability 510,434 78,508 369,364 826,170 819,356 31,378 2,635,210 ( 12,585,436) ( 183,500) ( 119,907) ( 5,333,245) ( 394,320) ( 18,616,408) Ps. ( 15,981,198) 2005 Ps. 637,300 77,346 368,068 919,698 833,126 2,835,538 ( ( ( ( ( ( ( Ps. ( 11,386,931) 281,787) 180,819) 6,657,508) 299,995) 538,118) 19,345,158) 16,509,620) d) In Mexico the Company is subject to the payment of employee profit sharing in addition to its contractual compensations and benefits. In 2006 and 2005, employee profit sharing was computed applying a 10% rate to taxable income, after eliminating certain inflationary effects as well as the restatement of depreciation expense. Beginning in 2005, deferred income taxes started to be recognized on employee profit sharing expense, since as of 2006, employee profit sharing can be deducted from the income tax base at the time of payment to employees. e) At December 31, 2006, the balance of the restated contributed capital account (CUCA) and the net tax profit account (CUFIN) was Ps. 28,854,568 and Ps. 41,534,658, respectively. These amounts correspond to Teléfonos de México, S.A.B. de C.V. on a stand-alone basis. f) At December 31, 2006 and 2005, foreign entities recognized deferred taxes on the following temporary differences: 2006 Deferred tax assets: Fixed assets Allowance for bad debts and slow-moving inventories Tax losses Advance billings Accrued liabilities Ps. Deferred tax liabilities: Licenses Net deferred tax asset 64 annual report 2006 1,631,756 1,102,295 1,648,727 64,491 2,500,995 6,948,264 ( ( Ps. 331,737) 331,737) 6,616,527 2005 Ps. 1,608,160 1,878,856 1,707,151 61,774 1,267,147 6,523,088 ( ( Ps. 360,045) 360,045) 6,163,043 notes to consolidated financial statements 16. Segments TELMEX operates primarily in Mexico, the U.S.A. and in other countries in Latin America. Additional information related to the Company’s operat� (In millions of Mexican pesos with purchasing power at December 31, 2006) Mexico Brazil Argentina Chile Colombia December 31, 2006 Operating revenues Depreciation and amortization Operating income Segment assets Goodwill Ps. 128,267 Ps. 42,676 Ps. 18,062 5,732 47,756 307 ( 368,230 106,320 432 6,859 1,240 Ps. 192 77) ( 2,369 192 1,364 Ps. 238 21) 3,052 1,214 December 31, 2005 Operating revenues Depreciation and amortization Operating income Segment assets Goodwill Ps. 129,749 Ps. 40,250 Ps. 19,634 5,766 47,408 3,259 ( 358,114 101,901 6,681 1,143 Ps. 134 18) 2,025 338 1,358 189 85 2,592 1,508 Ps. Peru U.S.A. Adjustment Consolidated total 909 Ps. 128 263 1,463 105 729 Ps. 156 43 1,639 684 Ps. ( 55 11 546 340 863) Ps. 175,006 24,563 9 48,291 483,619 9,142 576 Ps. 79 146 846 655 Ps. 158 2 1,508 528 Ps. ( 21 42 271 ( 754) Ps. 173,505 18 25,999 924 51,848 565 467,822 471) 8,056 Intersegmental income by country is omitted as it is considered immaterial. Comprehensive financing cost and income tax and employee profit sharing expense are not allocated to each segment, as they are handled at corporate level. Segment assets include plant, property and equipment (excluding accumulated depreciation), construction in progress and advances to equipment suppliers, and inventories for operation of the telephone plant. teléfonos de méxico 65 proposal to the shareholders’ meeting * Thousands of Mexican pesos, except for dividends per share, with purchasing power at December 31, 2006 Regarding dividend payments for the 2006 fiscal year, and according to Clause Forty-five of Teléfonos de México S.A.B. de C.V. Bylaws, the following amounts are available to shareholders: Retained earnings of prior years according to the balance sheet at December 31, 2006. Ps. 85,518,973 Less: Separation of the fourth dividend payment in cash to shareholders since March 22, 2007 of Ps. 0.1025 per share by presenting coupon 41, according to the Ordinary Shareholders’ Meeting held on April 27, 2006. 2,043,183 Less: Earnings applied for the repurchase of the Company’s shares during the period of January 1 to March 31, 2007 according to the maximum amount of the Company’s resources of Ps. 15,931,293(1) approved by the Ordinary Shareholders’ Meeting held on October 9, 2006. 5,513,421 77,962,369 28,533,965 Plus: Net income for the year 2006. Total Ps. 106,496,334 The balance of Ps. 106,496,334 made available to the shareholders will be allocated as follows: There will be no retention for the legal reserve since it is in compliance with Article 20 of the “Ley General de Sociedades Mercantiles” (Mexican Commercial Corporations Act). To pay a cash dividend of Ps. 0.45 per outstanding share coming from the Net Tax Profit Account in four equal payments of Ps. 0.1125 each. To the retained earnings account. Total Ps. 8,941,434 (2) 97,554,900 (3) Ps. 106,496,334 The corresponding cash dividend payments proposed to the Ordinary Shareholders’ Meeting will be paid since June 21, 2007, September 20, 2007, December 20, 2007 and March 27, 2008, by presenting coupons 42, 43, 44 and 45, respectively, of the outstanding shares in effect at the time the corresponding payments are made. While the amounts of the dividend are not allocated to shareholders, they will continue in the Company’s retained earnings account. * Subject to the proceeding updates at the moment the Ordinary Shareholders’ Meeting is held. 66 (1) This figure was reduced by Ps. 7,184,507 for share repurchases in the period from October 9, 2006 to March 31, 2007. (2) Estimated figure considering a total of 19,869,853,070 outstanding shares at March 31, 2007. (3) Figure subject to the reductions coming from repurchases of shares that are part of the Company’s capital stock, according to the applicable resolutions of the Ordinary Shareholders’ Meeting to be held on April 27, 2007. annual report 2006 significant results of accounting separation of local and long-distance telephone services in Mexico Millions of Mexican pesos with purchasing power at December 31, 2006 Based on Condition 7-5 of the Amendments of the Concession Title, the commitment to present the accounting separation of the local and long-distance services is presented below for 2006 and 2005. 2006 Local service Long-distance service 2006 2005 2005 Years ended December 31, Operating revenues: Access, rents and measured service Domestic long distance service International long distance service LADA Interconnection Interconnection with operators Interconnection with cellular operators Other Total Operating costs and expenses: Cost of sales and services Commercial, administrative and general Depreciation and amortization Interconnection Interconnection to the local network Total Operating income At December 31 of each year Assets by segment Personnel Ps. 55,595 Ps. 57,779 Ps. Ps. Ps. 4,463 1,619 15,117 9,342 86,136 4,395 1,481 16,561 9,256 89,472 21,843 16,791 11,974 11,360 22,672 15,808 13,101 12,503 61,968 24,168 64,084 25,388 266,766 37,660 Ps. Ps. 259,098 38,430 Ps. Ps. 17,678 8,927 Ps 17,335 8,902 26,605 26,237 5,367 5,423 2,381 5,635 5,390 2,687 4,800 17,971 8,634 3,870 17,582 8,655 52,147 6,630 Ps. Ps. 52,052 7,170 Notes: This information varies to the one presented in the consolidated financial statements of this annual report due to: 1) The information that was considered in its elaboration was only the one corresponding to the companies that are directly involved in rendering local and long distance telephone services in Mexico as follows: Teléfonos de México, S.A.B. de C.V.; Teléfonos del Noroeste, S.A. de C.V.; Compañía de Teléfonos y Bienes Raices, S.A. de C.V. and Alquiladora de Casas, S.A. de C.V. 2) Local service: includes revenues from basic rent, measured service, installation charges, equipment sales and interconnection. 3) Long-distance service: includes revenues from basic services of domestic and international long-distance; it does not include revenues from rural and public telephony and data transmission services. 4) The services being disclosed consider the corresponding imputations for interconnection, billing, collecting, colocation, and leased lines. 5) Interconnection with cellular companies includes revenues from calling party pays. teléfonos de méxico 67 board of directors Board Members appointed by Common Shares Amparo Espinosa Rugarcía (i) (3) Chief Executive Officer Documentación y Estudios de Mujeres, A.C. Born in Puebla, Pue., Mexico Experience: human development. Rayford Wilkins Jr. (r) Group President AT&T, Inc. Born in Waco, Texas, U.S.A. Experience: telecommunications Carlos Slim Helú (r, p) Lifetime Honorary Chairman Teléfonos de México, S.A.B. de C.V. Born in Mexico D.F., Mexico Experience: telecommunications, commercial, finance and construction. Elmer Franco Macías (i) Chief Executive Officer Grupo Infra, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: industrial and medical gas. Board Members Appointed by Series “L” Shares Jaime Chico Pardo (r) (1) Chairman of the Board Teléfonos de México, S.A.B. de C.V. Born in Mexico D.F., Mexico Experience: telecommunications and automotive. Carlos Slim Domit (r, p) (1) Co-Chairman of the Board Teléfonos de México, S.A.B. de C.V. Born in Mexico D.F., Mexico Experience: telecommunications, commercial and construction. Emilio Azcárraga Jean (i) Chairman of the Board Grupo Televisa, S.A.B. de C.V. Born in Mexico D.F., Mexico Experience: media. Ángel Losada Moreno (i) Executive President and Chairman of the Board Grupo Gigante, S.A.B. de C.V. Born in Mexico, D.F., Mexico Experience: retailing. Rómulo O´Farrill Jr. (i) (deceased) President and Chief Executive Officer Novedades de Acapulco, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: media Juan Antonio Pérez Simón (i) (1, 4) Vice Chairman of the Board Teléfonos de México, S.A.B. de C.V. Born in Turanzas, Asturias, Spain. Experience: telecommunications and retailing. Larry Boyle (r) (1) Chief Financial Officer AT&T-México, Inc. Born in Dallas, Texas, U.S.A.. Experience: finance and telecommunications. Richard P. Resnick (r) (1) President AT&T-México, Inc. Born in Los Angeles, Cal., U.S.A. Experience: finance and telecommunications. Antonio Cosío Ariño (i) (1, 3) Chief Executive Officer Compañía Industrial Tepeji del Río, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: textiles. Fernando Senderos Mestre (i) Chairman of the Board and Executive President DESC, S.A.B. de C.V. Born in Mexico, D.F., Mexico Experience: chemicals, real estate and food. Laura Diez Barroso de Laviada (i) (3) President Tenedora y Promotora Azteca, S.A. de C.V. Born in Mexico, D.F., Mexico. Experience: publishing Marco Antonio Slim Domit (r, p) (1) Chaiman of the Board and Chief Executive Officer Grupo Financiero Inbursa, S.A.B. de C.V. Born in Mexico, D.F., Mexico Experience: finance and telecommunications. 68 annual report 2006 Rafael Moisés Kalach Mizrahi (i) (2) Chairman of the Board and Chief Executive Officer Grupo Kaltex, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: textiles. Ricardo Martín Bringas (i) (4) Chief Executive Officer Organización Soriana, S.A.B. de C.V. Born in Torreón, Coah., Mexico Experience: retailing. Common Share Alternates Jaime Alverde Goya (i) (4) Chairman of the Board Hoteles Presidente Intercontinental, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: tourism and retailing. Carlos Bernal Verea (i) Partner Noriega y Escobedo, A.C. Born in Mexico, D.F., Mexico Experience: law. Antonio Cosío Pando (i) General Manager Compañía Industrial Tepeji del Río, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: textiles. Jorge A. Chapa Salazar (r) Board Member Grupo Chapa, S.A. de C.V. Born in Monterrey, N.L., Mexico Experience: retailing. Federico Laffan Fano (i) Senior Partner Laffan y Asociados, S.C. Born in Tampico, Tamps., Mexico Experience: law. Antonio del Valle Ruiz (i) (2) President Grupo Empresarial Kaluz, S.A. de C.V. and Mexichem, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: banking, steel and chemicals. Patrick Slim Domit (r, p) Mass Market Director Teléfonos de México, S.A.B. de C.V. Born in Mexico, D.F., Mexico Experience: telecommunications. Arturo Elías Ayub (r) Director of Strategic Alliances, Communication and Institutional Relations Teléfonos de México, S.A.B. de C.V. Born in Mexico, D.F., Mexico Experience: telecommunications. Ángeles Espinosa Yglesias (i) (4) Director Museo Amparo Born in Puebla, Pue., Mexico Experience: history and art. Jorge C. Esteve Recolons (i) Chief Executive Officer HSBC Previsión América Latina Born in Mexico, D.F., Mexico Experience: finance. Agustín Franco Macías (i) Chairman of the Board Cryoinfra, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: industrial and medical gas. José Humberto Gutiérrez Olvera Zubizarreta (r) (1) Chief Executive Officer Grupo Carso, S.A.B. de C.V. Born in Mexico, D.F., Mexico Experience: construction, telecommunications and electronics. José Kuri Harfush (i) (2) Chief Executive Officer Janel, S.A. de C.V. Born in Mexico, D.F., Mexico Experience: textiles. Fernando Solana Morales (i) (3) President and Chief Executive Officer Solana y Asociados, S.C. Born in Mexico, D.F., Mexico Experience: public policies. Eduardo Tricio Haro (i) Chairman of the Board Grupo Industrial Lala, S.A. de C.V. Born in Torreón, Coah., Mexico Experience: food and beverages. Eduardo Valdés Acra (r) Chief Executive Officer Inversora Bursátil, S.A. de C.V. Born in Toluca, Edo. de Mex. Mexico. Experience: finance. Secretary Sergio F. Medina Noriega Legal Director Teléfonos de México, S.A.B. de C.V. Born in Tenancingo, Edo. de Mex., Mexico Experience: law and telecommunications. Assistant Secretary Rafael Robles Miaja Founding Partner Galicia y Robles, S.C. Born in Meico, D.F., Mexico Experience: law. Series “L” Shares Alternates Francisco Medina Chávez (i) (3) President and Chief Executive Officer Grupo Fame, S.A. de C.V. Born in Morelia, Mich., Mexico Experience: automotive and retailing. Bernardo Quintana Isaac (i) Chairman of the Board Empresas ICA, S.A.B. de C.V. Born in Mexico, D.F., Mexico Experience: construction. Type of Board Member (i) Independent (p) Patrimonial (r) Related Committees (1) Executive (2) Audit (3) Corporate Practices (4) Finance and Planning teléfonos de méxico 69 advisory board Sergio Abraham Mafud (Mérida) Chief Executive Officer Super San Francisco de Asís, S.A. de C.V. Retailing Raúl E. Casares G. Cantón (Mérida) Chairman of the Board Productos Prácticos de Madera, S.A de C.V. Industrial Carlos Álvarez Bermejillo (Guadalajara) Executive President Laboratorios PiSA, S.A. de C.V. Pharmaceutical José Cernicchiaro Maimone (Puebla) Chairman of the Board La Italiana, S.A. de C.V. Processed food Luis Aranguren Tréllez (Guadalajara) Executive President Arancia Industrial, S.A. de C.V. Processed food Luis Alberto Chapa González (Monterrey) Chairman of the Board and Chief Executive Officer Grupo Chapa, S.A. de C.V. Retailing José Joaquín Arizpe y de la Maza (Saltillo) Vice-Chairman of the Board Grupo Corporativo ARCA, S.A. de C.V. Beverages Carolina Aubanel Riedel (Tijuana) Chief Executive Officer Síntesis Comunicación-Síntesis TV, S.A. de C.V. Media Alfonso Barba González (Aguascalientes) Chairman of the Board Barba Apparel International Textiles José Antonio Chapur Zahoul (Cancún) Chief Executive Officer Palace Resorts, S.C Tourism Antonio Chedraui Obeso (Xalapa) Chairman of the Board Grupo Comercial Chedraui, S.A. de C.V. Retailing Enrique Coppel Luken (Culiacán) President and Chief Executive Officer Coppel, S.A.B. de C.V. Retailing Miguel Carlos Barragán Villarreal (Monterrey) Board Member Proyección Corporativa, S.A. de C.V. Beverages Alberto Coppel Tirado (Los Cabos) Director of Corporate Operations Pueblo Bonito Oceanfront Resorts and Spas Tourism José Berrondo Mir (Querétaro) Vice-President of Technology and Projects Mabe México, S. de R.L. de C.V. Home appliances Juan Manuel Diez Francos (Orizaba) Chairman of the Board Grupo Diez-Fénix, S.A. de C.V. Automotive and retailing Rómulo Farrera Escudero (Tuxtla Gutiérrez) Chairman of the Board and Chief Executive Officer Grupo Farrera, S.A. de C.V. Automotive José Ramón Fernández Aguilar (Hermosillo) Chairman of the Board Grupo Empresarial Sonorense, S.A. de C.V. Processed food and automotive Herman H. Fleishman Cahn (Tampico) Chairman of the Board and Chief Executive Officer Grupo Tampico, S.A. Beverages Roberto García Navarro (San Luis Potosí) Chairman of the Board and Chief Executive Officer Grupo Canel’s, S.A. de C.V. Processed food Gemma Garciarce Monraz (Puerto Vallarta) Chief Executive Officer Hotel Sheraton Bugambilias Resort & Towers Tourism Roberto González Alcalá (Monterrey) Chief Executive Officer Gruma de México Agricultural industry Juan José Gutiérrez Ruiz (Oaxaca) President Business Council of Oaxaca Beverages Luis Lara Armendáriz (Chihuahua) President American Industries, S.A. de C.V. Construction Marcelo Canales Clariond (Monterrey) Co-Chairman of the Board and Director of Planning and Finance Grupo IMSA, S.A. de C.V. Industrial Juan Manuel Ley López (Culiacán) Chairman of the Board Grupo Ley, S.A. de C.V. Retailing Luis Germán Cárcoba García (Guadalajara) Chairman of the Board Promotora Terracasa, S.A. de C.V. Construction Shelby Longoria Kowalski (Reynosa) Chairman of the Board Grupo Inlosa, S.A. de C.V. Construction, automotive and banking 70 annual report 2006 Ernesto López De Nigris (Saltillo) Co-Chairman of the Board Grupo Industrial Saltillo, S.A.B. de C.V. Construction Gastón Luken Aguilar (Mexicali) Chairman of the Board Consejo Consultivo del Agua, A.C. Banking and ecology Nicolás Madahuar Cámara (Mérida) Chief Executive Officer Operadora de Tiendas Voluntarias, S.A. de C.V. Retailing Carlos Maldonado Quiroga (Monterrey) President Milenium Grupo Hotelero Mexicano Tourism and paper Ricardo E. Marcos Touché (Torreón) Chairman of the Board and Chief Executive Officer Compañía Manufacturera Libra, S.A. de C.V. Textiles Gilberto Marín Quintero (Puebla) Chairman of the Board and Chief Executive Officer Grupo PI Mabe, S.A. de C.V. Hygiene products Armando José Millet Molina (Cancún) Chairman of the Board Real Arenas de Cancún, S.A. de C.V. Tourism Enrique Montoto Arámburo (Puebla) Chief Executive Officer C. Montoto, S.A. de C.V. Automotive and real state Cuauhtémoc Pérez Román (Mexicali) Chairman of the Board Urbi Desarrollos Urbanos, S.A.B. de C.V. Construction Jaime Rodríguez Silva (Monterrey) Chairman of the Board Grupo Senda Autotransporte, S.A. de C.V. Transport Manuel Romo Muñoz (Guadalajara) Chief Executive Officer Proteína Animal, S.A. de C.V. Poultry and livestock industry Roberto Ruiz Rubio (Querétaro) Chairman of the Board Grupo Fomento Queretano, S.A. de C.V. Beverages Felipe Pablo Martínez Treviño (León) Chairman of the Board Grupo Emyco, S.A. de C.V. Footwear Federico Terrazas Torres (Chihuahua) Chairman of the Board Grupo Cementos de Chihuahua, S.A.B. de C.V. Cement industry José O. Menchaca Díaz del Guante (Tepic) Chief Executive Officer Ingenio El Molino, S.A. de C.V. Sugarcane industry Félix Tonella Luken (Hermosillo) Chairman of the Board Dinisa, S.A. de C. V. Construction Marcelo Zambrano Lozano (Monterrey) Partner and Director Carza, S.A. de C.V. Construction Jaime Zorrilla de San Martín Diego (Oaxaca) Chief Executive Officer Procasa Construction teléfonos de méxico 71 directory Héctor Slim Seade Chief Executive Officer Oscar Von Hauske Solís President of TELMEX International; Systems and Telecommunications Operators Corporate Divisions International Operations Isidoro Ambe Attar Corporate Market José Covarrubias Bravo South Division Coordinator Argentina Víctor Cortés Algara General Manager Adolfo Cerezo Pérez Finance and Administration Darío Fernández Lizardi Gulf Javier Elguea Solís Dean of Inttelmex Gerardo Leal Garza South Metro Brazil Carlos Henrique Moreira President Arturo Elías Ayub Strategic Alliances, Communication and Institutional Relations Miguel Macías Viveros Northwest José Formoso Martínez General Manager María del Consuelo Gómez Colín Operational Support Eduardo J. Gómez Chibli Technical and Long Distance Javier Mondragón Alarcón Regulatory and Legal Affairs Jaime Pérez Gómez Human Resources Patrick Slim Domit Mass Market Andrés R. Vázquez del Mercado Benshimol Investments and Strategic Development Oscar Lucio Aguilar Ramírez North Metro Hiram Ontiveros Medrano Southeast Francisco J. Ortega Castañeda West Raymundo Paulín Velasco Northeast / North Division Coordinator Chile Alejandro Rojas President Eduardo Díaz Corona Jiménez General Manager Colombia Luz Janeth Rovira González General Manager Jorge Luis Suástegui Esquivel Center Luis Villanueva Gómez Telnor Peru José A. Gandulia Castro President Jesús Gerardo Zozaya North Mauricio Escobedo Vázquez General Manager United States of America Jorge Rodríguez General Manager 72 annual report 2006 shareholder information Headquarters Shares traded in Mexico Parque Via 190 Colonia Cuauhtémoc México D.F., C.P. 06599 “A”: Bolsa Mexicana de Valores Symbol: TELMEX A “L”: Bolsa Mexicana de Valores Symbol: TELMEX L Investor Relations Parque Via 198, Oficina 701 Colonia Cuauhtémoc México D.F., C.P. 06599 Phone 52 (55) 5703-3990, 52 (55) 5222-5462 Fax 52 (55) 5545-5550 e-mail: [email protected] Shares traded in the U.S. ADS: New York Stock Exchange Symbol: TMX One ADS represents 20 “L” shares ADS: NASDAQ Symbol: TFONY One ADS represents 20 “A” shares Shareholder services Phone 52 (55) 5222-1083 Fax 52 (55) 5546-2111 e-mail: [email protected] Independent Auditors Transfer and Depositary Agent JP Morgan Chase Bank 4 New York Plaza, floor 13, New York, NY 10004 1-800-990-1135 Phone (201) 680-6630 e-mail: [email protected] Mancera, S.C., Ernst & Young Ticker Symbols www.telmex.com Design: Signi, S.C. TELMEX: BMV TMX: NYSE TFONY: NASDAQ XTMXL: LATIBEX teléfonos de méxico III www.telmex.com IV annual report 2006
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