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We may from time to time offer debt securities denominated and payable in Mexican pesos (the “MXNnotes”) pursuant to this prospectus. This prospectus describes some of the general terms that may apply to theMXN notes and the general manner in which they may be offered. The MXN notes offered hereby may also be respective transferees, distributes, pledgees, assignees or other successors from time to time. When we or suchselling holders offer or sell MXN notes, the specific terms of each series of MXN notes, the offering price and thespecific manner in which they may be offered will be described in a prospectus supplement to this prospectus. We may offer and sell and any selling holder may sell these securities to or through one or moreunderwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis. The supplements tothis prospectus will provide the specific terms of the plan of distribution for that offering. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.We may also concurrently offer and sell the MXN notes in Mexico pursuant to a prospectus that will besubject to approval by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria yde Valores, or “CNBV”). The MXN notes will be registered with the Mexican National Securities Registry(Registro Nacional de Valores) maintained by the CNBV. Investment in the MXN notes involves risks. See “Risk Factors” beginning on page5of thisprospectus and the “Risk Factors” section in any applicable prospectus supplement, for a discussion of the Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securitiescommission has approved or disapproved of these securities or determined if this prospectus or anyaccompanying prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. THIS PROSPECTUS IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED ORAUTHORIZED BY THE CNBV. THE TERMS AND CONDITIONS OF ANY OFFER OF THE MXN PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THEINVESTMENT VALUE OF THE MXN NOTES OR OUR SOLVENCY. THE REGISTRATION OF THEMXN NOTES WITH THE MEXICAN NATIONAL SECURITIES REGISTRY DOES NOT IMPLY ANY THE ACCURACY OF THE INFORMATION CONTAINED HEREIN, AND DOES NOT VALIDATEANY ACT DONE IN VIOLATION OF APPLICABLE LAWS. commissions and fees for any currency conversion related to the purchase of the MXNnotes.We will make all payments on the MXN notes, including payments of interest and the payment of principal at maturity, in Mexican pesos. Consequently, investors with accounts that cannot accept payments on the MXNnotesin Mexican pesos must determine how to convert these payments into U.S. dollars or another currency. Yourfinancial institution may automatically convert payments from Mexican pesos into U.S. dollars or another currency commissions and fees for any currency conversion related to any payment on the MXN notes.2 •projections of our commercial, operating or financial performance, our financing, our capital structure or our other financial items or ratios;•statements of our plans, objectives or goals, including those relating to acquisitions, competition and rates;•statements concerning regulation or regulatory developments; •statements about competitive developments in the telecommunications sector;•other descriptions of factors and trends affecting the telecommunications industry generally and our financialcondition in particular; and•statements of assumptions underlying the foregoing statements. Granada, Alcaldía Miguel Hidalgo, 11529, Mexico City, Mexico. Our telephone number at this location is (5255) 2581-4449.4 There may not be a liquid trading marketIf an active market for our MXN notes does not develop, the price of the MXN notes and the ability of a holderof MXN notes to find a ready buyer will be adversely affected. We cannot assure you as to the liquidity of any Creditors of our subsidiaries will have priority over the holders of our MXN notes in claims to assets of oursubsidiaries the effective yield on the MXN notes, measured in your home currency, will be less than the nominal yield on theMXN notes, and the amount payable on the MXN notes at maturity may be less than your investment in home currency terms, resulting in a loss to you. Depreciation of the Mexican peso against other currencies could alsoadversely affect the market value of the MXN notes.Mexican governmental policy and other factors could adversely affect the exchange rate between the Mexicanpeso other currencies, which may, in turn, negatively affect the market value of the MXN notes as well as, in homecurrency terms, the yield on the MXN notes and the amount payable on the MXN notes at maturity. Thus, a special risk in purchasing the MXN notes is that their liquidity, trading value and amount payable could be affected by theactions of sovereign governme