Attachment Attachment 1

This document pretains to ITC-T/C-20130605-00162 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2013060500162_999461

                                                                   TracFone Wireless, Inc.
                                                                          FCC Form 214
                                                                            Attachment 1


Answer to Question 10

Section 63.18(c): The name, title, post office address, and telephone number of the officer
and any other contact point, such as legal counsel, to whom correspondence concerning the
application is to be addressed.

Applicant

       TracFone Wireless, Inc.
       Attention: Richard B. Salzman,
       Secretary, Executive Vice President
       and General Counsel
       9700 NW 112th Avenue
       Miami, Florida 33178
       (305) 640-2054

Transferor

       Sercotel, S.A. de C.V.
       Lago Zurich No. 245, Plaza Carso / Edificio Telcel
       Colonia Granada Ampliación
       Mexico, D.F. 11529
       Mexico1615

Transferee

       AMX USA Holding, S.A. de C.V.
       Lago Zurich No. 245, Plaza Carso / Edificio Telcel
       Colonia Granada Ampliación
       Mexico, D.F. 11529
       Mexico1615

Legal Counsel for Applicant, Transferor, and Transferee

       Mitchell F. Brecher
       Greenberg Traurig LLP
       2101 L St., N.W.
       Suite 1000
       Washington, DC 20037
       (202) 331-3152
       brecherm@gtlaw.com




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                                                                         TracFone Wireless, Inc.
                                                                                FCC Form 214
                                                                                  Attachment 1

Section 63.18(d): A statement as to whether the applicant has previously received
authority under Section 214 of the Act.

       TracFone holds an authorization from the Commission under Section 214 of the

Communications Act of 1934, as amended, to resell the international switched services of

unaffiliated U.S. international facilities-based carriers, either directly or indirectly through the

resale of another U.S. resale carrier's international switched services, pursuant to Section

63.18(e)(2) of the Commission’s rules (File No. ITC-214-20030401-00162).

Answer to Question 11

Section 63.18(h): The name, address, citizenship, and principal business of each person or
entity that directly or indirectly owns at least ten percent of the equity of
assignee/transferee, and the percentage of equity owned by each of those entities (to the
nearest one percent).


                Name:                         Sercotel, S.A. de C.V
                Address:                      Lago Zurich No. 245, Plaza Carso / Edificio
                                              Telcel,
                                              Colonia Granada Ampliación
                                              Mexico, D.F. 11529
                Citizenship:                  Mexico
                Principal Business:           Holding company for telecommunications-
                                              related investments
                Percentage:                   Sercotel directly owns 100% of AMX USA
                                              Holding

                Name:                         América Móvil, S.A.B. de C.V.
                Address:                      Lago Zurich No. 245, Plaza Carso / Edificio
                                              Telcel,
                                              Colonia Granada Ampliación
                                              Mexico, D.F. 11529
                Citizenship:                  Mexico
                Principal Business:           Holding company for telecommunications-
                                              related investments
                Percentage:                   América Móvil directly owns 100% of Sercotel.
                                              Based on the most recent publicly available
                                              information, approximately 21.24% of the equity
                                              (approximately 45.02% of the voting stock) of
                                              América Móvil is owned directly or indirectly,

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                                                                       TracFone Wireless, Inc.
                                                                              FCC Form 214
                                                                                Attachment 1

                                             including beneficially owned, through a trust for
                                             the benefit of Carlos Slim Helú and certain
                                             members of his family, all of whom are Mexican
                                             citizens. Other Mexican and foreign investors hold
                                             the remaining equity and voting stock of América
                                             Móvil.1 No public investor holds more than 10%
                                             of América Móvil’s capital stock.


Answer to Question 12

Section 63.18(h): Does the assignee/transferee have any interlocking dicrectorates with a
foreign carrier?

       Commission Rule 63.09(g)(1) defines “interlocking directorates” as “persons or entities

who perform the duties of ‘officer or director’ in an authorized U.S. international carrier or an

applicant for international Section 214 authorization who also performs such duties for any

foreign carrier.”   AMX USA Holding, S.A. de C.V., is not a U.S. international carrier; it is a

holding company. Therefore, Question 12 is not applicable to it.



1
  Inmobiliaria Carso, S.A. de C.V., (a non-public holding company wholly owned by the Slim
family and duly organized under Mexican laws) also owns shares of América Móvil that
represent less than ten percent of the voting shares of América Móvil. In addition, Carlos Slim
Helú and members of his family individually own shares of América Móvil, though none in his
or her individual capacity owns more than ten percent of the voting shares of América Móvil.
Collectively, members of the Slim family, the Slim family trust, and Inmobiliaria Carso hold
42.27% of the equity and 65.50% of the voting stock in América Móvil.
       In addition, AT&T Inc. (“AT&T”) (formerly known as SBC International, Inc.), a widely
and publicly held corporation incorporated under the laws of the state of Delaware, holds
approximately 9.11% of the equity (approximately 24.5% of the voting stock) of América Móvil
through AA shares. Based on beneficial ownership reports filed with the U.S. Securities and
Exchange Commission (“SEC”) on March 1, 2011, AT&T also owned approximately 752
million L shares. As of April 30, 2011, 38.7% of the outstanding L shares of América Móvil
were represented by L Share ADSs, each representing the right to receive 20 L shares, and
99.3% of the L Share ADSs were held by registered holders with addresses in the United States.
33.7% of the A shares were held in the form of A Share ADSs, each representing the right to
receive 20 A shares, and 99.5% of the A Share ADSs were held by registered holders with
addresses in the United States.
                                               3


                                                                      TracFone Wireless, Inc.
                                                                             FCC Form 214
                                                                               Attachment 1

Answer to Question 13

       By this filing, TracFone Wireless, Inc. provides Federal Communications Commission

with notice of a pro forma transfer of control. Prior to August 31, 2007, Sercotel, S.A. de C.V.

(“Sercotel”) had a 98.74% ownership interest in TracFone. América Móvil, S.A.B. de C.V.

(“América Móvil”) directly owns 100% of Sercotel.           On August 31, 2007, TracFone

Wireless, Inc. (which was then a Florida corporation), completed a corporate restructuring.

Specifically, TracFone Wireless, Inc. (Florida corporation) transferred its assets to TracFone

Wireless, Inc. (Delaware corporation) and then was converted to TracFone Wireless, LLC, a

98.2% owner of TracFone Wireless, Inc. (Delaware corporation).          As a result, TracFone

Wireless, LLC became a new intermediary holding company wholly-owned by Sercotel.

TracFone Wireless, LLC was subsequently renamed AMX USA Holding, LLC and was

converted to a Mexican corporation named AMX USA Holding, S.A. de C.V. At all times,

América Móvil has been the ultimate owner of TracFone Wireless, Inc.




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Document Created: 2013-06-05 15:53:46
Document Modified: 2013-06-05 15:53:46

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