teléfonos de méxico, s.a.b. de c.v. -...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934

Teléfonos de México, S.A.B. de C.V. (Name of Subject Company)

Teléfonos de México, S.A.B. de C.V. (Names of Persons Filing Statement)

Series L Shares, without par value, American Depositary Shares (“L Share ADSs”), each representing 20 Series L Shares

Series A Shares, without par value, American Depositary Shares (“A Share ADSs”), each representing 20 Series A Shares

(Title of Class of Securities)

N/A (Series L Shares) 879403780 for L Share ADSs

N/A (Series A Shares) 879403400 for A Share ADSs (CUSIP Number of Class Securities)

Rafael Robles Miaja Bufete Robles Miaja, S.C.

Bosque de Alisos 47 A – PB A2 -01 Colonia Bosques de las Lomas

México, D.F. 05120, México (5255) 1105-1301 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement)

� Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) relates is Teléfonos de México, S.A.B. de C.V. (“Telmex” or the “Company”), a sociedad anónima bursátil de capital variable organized under the laws of Mexico, with its principal executive offices at Parque Vía 190, Colonia Cuauhtémoc, 06599 México, D.F., México. The telephone number of Telmex at this location is 52 (55) 5222-1774.

The title of the classes of equity securities to which this Schedule 14D-9 relates is the Company’s Series A Shares, without par value (the “Telmex Series A Shares”), including Telmex Series A Shares represented by American Depositary Shares (the “Telmex A Share ADSs”) and the Company’s Series L Shares, without par value (the “Telmex Series L Shares” and, together with the Telmex Series A Shares, the “Telmex Shares”), including Telmex Series L Shares represented by American Depositary Shares (the “Telmex L Share ADSs” and, together with the Telmex A Share ADSs, the “Telmex ADSs”). Each Telmex A Share ADS represents 20 Telmex Series A Shares, with the Telmex A Share ADSs in turn evidenced by American Depositary Receipts. Each Telmex L Share ADS represents 20 Telmex Series L Shares, with the Telmex L Share ADSs in turn evidenced by American Depositary Receipts. The Telmex Series A Shares, Telmex A Share ADSs, Telmex Series L Shares and Telmex L Share ADSs are hereby collectively referred to as the “Telmex Securities.” As of September 30, 2011, there were 373,520,432 Telmex Series A Shares outstanding, of which 84,609,460 were held in the form of ADSs, and 9,816,383,486 of Telmex Series L Shares outstanding, of which 4,206,070,920 were held in the form of ADSs.

The name, business address and telephone number of Telmex, which is the person filing this Schedule 14D-9, are set forth in Item 1 above.

This Schedule 14D-9 relates to a tender offer in the United States (the “U.S. Offer”) made by América Móvil, S.A.B. de C.V., a Mexican sociedad anónima bursátil de capital variable (“América Móvil” or the “Purchaser”) to purchase Telmex Securities for cash.

On October 11, 2011, the Purchaser filed a Tender Offer Statement on a combined Schedule 13e-3 and Schedule TO (the “Tender Offer Statement”) with the United States Securities and Exchange Commission (the “Commission”) with respect to the U.S. Offer. The Tender Offer Statement was executed by the Purchaser, as Offeror. The information set forth in this Item 2 is based solely on information contained in the Tender Offer Statement and does not intend to be a complete summary of the information contained therein. Shareholders are urged to read the Tender Offer Statement in its entirety.

Pursuant to the U.S. Offer, the Purchaser has offered to purchase the Telmex Shares at a price of Ps. 10.50 per Telmex Share and the Telmex ADSs at a price of Ps. 210.00 per Telmex ADS. The U.S. Offer is open to all holders of Telmex Shares resident in the United States, including holders who are U.S. holders (within the meaning of Rule 14d-1(d) under the Exchange Act) and to all holders of Telmex ADSs irrespective of residency. The purchase price for the Telmex Securities tendered in the U.S. Offer will be paid in U.S. dollars.

Holders of Telmex Shares who wish to receive Mexican pesos must tender their Telmex Shares into the offer for Telmex Shares being conducted by América Móvil concurrently in Mexico pursuant to a Mexican offering document (the “Mexican Offer” and together with the U.S. Offer, the “Offer”). Holders of Telmex ADSs who wish to receive Mexican pesos must surrender their Telmex ADSs to J.P. Morgan Chase Bank N.A., the depositary for the Telmex ADSs (the “Telmex Depositary”), take delivery of the underlying Telmex Shares and tender those Telmex Shares into the Mexican Offer. The Telmex Depositary has agreed not to charge holders any cancellation fees to cancel their Telmex ADSs during the Mexican Offer.

As of September 30, 2011, América Móvil owned, indirectly through its subsidiaries Carso Global Telecom, S.A.B. de C.V. (“CGT”) and Empresas y Controles en Comunicaciones, S.A. de C.V. (“Empresas y Controles”),

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Item 1. Subject Company Information

Item 2. Identity and Background of Filing Person

91,994,660 Telmex Series A Shares, equal to 24.6% of the outstanding Telmex Series A Shares and 4,718,505,340 million Telmex Series L Shares (including 1,923,429,320 Telmex Series L Shares represented by 96,171,466 million Telmex L Share ADSs), equal to 48.1% of the outstanding Telmex Series L Shares.

The principal offices of América Móvil are located at Lago Zurich 245, Plaza Carso / Edificio Telcel, Colonia Granada Ampliación, Delegación Miguel Hidalgo, 11529, México D.F., México. Their telephone number at this location is 52 (55) 2581-4449.

Except as described in this Item 3, on the date of the filing of this Schedule 14D-9, there is no material agreement, arrangement or understanding or any actual or potential conflict of interest between Telmex or its affiliates, on the one hand, and América Móvil, its affiliates or América Móvil’s executive officers or directors, on the other.

In June 2010, América Móvil indirectly acquired a majority interest in us through an offer to acquire the outstanding shares of our majority shareholder CGT. América Móvil has the effective power to designate a majority of the members of our board of directors and to determine the outcome of other actions requiring a vote of the shareholders, except in very limited cases that require a vote of the holders of the Telmex Series L Shares. América Móvil may be deemed to be controlled by Carlos Slim Helú and his sons and daughters (together, the “Slim Family”), who own a majority of the common stock of América Móvil. According to beneficial ownership reports filed with the SEC, América Móvil may be deemed to be under common control with us. Each of América Móvil’s subsidiary CGT and AT&T International, Inc. (“AT&T International”) has agreed to vote for the Telmex directors and alternate directors named by the other in accordance with their respective share ownership.

Directors and Executive Officers Telmex’s board of directors (the “Board”) consists of 20 regular members: Carlos Slim Domit, Antonio Cosío Ariño, Antonio

del Valle Ruiz, Laura Diez Barroso de Laviada, Amparo Espinosa Rugarcía, Elmer Franco Macías, Daniel Hajj Aboumrad, Roberto Kriete Ávila, José Kuri Harfush, Ángel Losada Moreno, Francisco Medina Chávez, Juan Antonio Pérez Simón, Marco Antonio Slim Domit, Patrick Slim Domit, Héctor Slim Seade, Fernando Solana Morales, Michael J. Viola, Michael Bowling, Rafael Moisés Kalach Mizrahi and Ricardo Martín Bringas.

Of the members of the Board, Carlos Slim Domit, Patrick Slim Domit, Daniel Hajj Aboumrad and Michael J. Viola are also members of the board of directors of América Móvil. Our Board member Laura Diez Barroso de Laviada is a member of the board of directors of Grupo Financiero Inbursa, S.A.B. de C.V. (“Grupo Financiero Inbursa”), which may be deemed to be controlled by the Slim Family. Our Board members Carlos Slim Domit, Patrick Slim Domit and Marco Antonio Slim Domit are members of the Slim Family.

As of August 9, 2011, members of the Slim Family directly owned an aggregate of 88,000, or 0.02%, of the total outstanding Telmex Series A Shares and 301,102,524, or 3.07%, of the total outstanding Telmex Series L Shares.

As a result of the securities ownership, employment relationships and business and family affiliations described in the preceding paragraphs, certain of Telmex’s directors and executive officers may be deemed to have a direct interest in the Offer.

Transactions with Related Parties We engage in transactions with entities that, like us, may be deemed to be controlled, directly or indirectly, by the Slim Family.

These entities include (a) América Móvil and its subsidiaries, (b) Grupo Carso, S.A.B. de C.V. (“Grupo Carso”) and its subsidiaries and (c) Grupo Financiero Inbursa and its subsidiaries. We own a 45%

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Item 3. Past Contacts, Transactions, Negotiations and Agreements

interest in Grupo Telvista, S.A. de C.V. together with América Móvil (45%) and Grupo Carso (10%). We also engage in transactions with AT&T Inc. and its subsidiaries.

We have, and expect to continue to have, extensive operational relationships with América Móvil and its subsidiaries. These include interconnection between our respective networks, América Móvil’s use of our private circuits, our provision of long-distance service to América Móvil customers, use of facilities for the co-location of equipment on premises we own, and use by each of the services provided by the other. In particular, América Móvil’s subsidiary Telmex Internacional completes international traffic in Brazil, Colombia, Argentina, Chile, Peru and Ecuador from us, and we complete international traffic from Telmex Internacional in Mexico. Telmex Internacional also publishes our white pages telephone directories, while we provide Telmex Internacional access to our customer database for use in its yellow pages directories and handle billing and collection of payments from customers advertising in its yellow pages directories. These operational relationships are subject to a variety of agreements, and many of them are also subject to specific regulations governing all telecommunications operators. Interconnection fees represent the largest component of amounts paid under these agreements. In addition, we distribute América Móvil’s handsets and prepaid cards in our stores. The terms of the arrangements between us and América Móvil are generally similar to those on which each company does business with other, unaffiliated parties.

Prior to América Móvil’s acquisition of a majority interest in us in June 2010, through its acquisition of CGT, we paid fees to CGT and to AT&T Mexico, Inc. (“AT&T Mexico”) for consulting and management services, pursuant to agreements with each party negotiated by a special committee of our directors unaffiliated with any of the parties. We paid an aggregate amount of U.S.$12.5 million in 2010 and U.S.$22.5 million in 2009. The agreement with CGT was renewed for 2010 on substantially similar terms to the prior agreement and with an agreed upon fee of U.S.$22.5 million of which U.S.$11.3 million was paid through its termination. Effective as of July 2010 and December 2010, respectively, we terminated these agreements with CGT and AT&T Mexico.

We have a loan in the amount of U.S.$500 million from América Móvil, which is scheduled to mature in October 2011.

In February 2011, América Móvil made an offer to acquire from our eligible bondholders our 5.5% senior notes due 2015 and 5.5% senior notes due 2019 in exchange for new debt securities of América Móvil. As a result, in March 2011, América Móvil acquired U.S.$243.6 million of senior notes due 2015 and U.S.$122.6 million of senior notes due 2019. We purchased all the notes that América Móvil acquired in the exchange offer for an aggregate price of U.S.$394 million, which represents a premium of U.S.$27.8 million over par, and extinguished those senior notes. The price we paid was based on the market value of the América Móvil notes issued in the exchange offer.

On August 1, 2011, América Móvil issued a press release announcing its intention to make the Offer. That same day, América Móvil also delivered a letter to the Board requesting its authorization for América Móvil’s commencement of the Offer, pursuant to Article Twelve of Telmex’s bylaws. Article Twelve of our bylaws requires that any person wishing to make an offer for the acquisition of 10% or more of the issued and outstanding shares of Telmex first obtain the authorization of the Board. On August 8, 2011, the Board met and voted to authorize América Móvil to make the Offer. Those directors who are also directors of América Móvil or members of the Slim Family, and who were present at the meeting, did not participate in the Board’s deliberations.

Under Mexican law relating to tender offers for publicly-listed shares, the board of directors of a company whose shares are the subject of a tender offer is required to formulate an opinion with respect to the offer price, with the assistance of its corporate practices committee, and to communicate its opinion to the company’s shareholders within ten days of the commencement of the tender offer. Mexican law does not require the board of directors to make any recommendation to shareholders whether or not to accept any tender offer and permits the board of directors to remain neutral with respect to that decision.

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Item 4. The Solicitation or Recommendation

At the August 8, 2011 meeting, in order to assist the Board in formulating the opinion required by Mexican law, the Board also authorized the officers of Telmex to engage a financial services firm to provide an opinion to the Board as to the fairness of the Offer price, and Telmex subsequently retained Morgan Stanley & Co. LLC (“Morgan Stanley”) for that purpose.

At a meeting on September 14, 2011, the Board made a determination to inform Telmex shareholders that in the Board’s opinion, the Offer price is supported from the financial point of view and, therefore, is fair to the shareholders of Telmex. In making this determination the Board took into account, among other factors (i) the views of its Corporate Practices Committee (which consists of Juan Antonio Pérez Simón, Jaime Alverde Goya and Antonio Cosío Pando) and (ii) the written financial opinion dated as of September 14, 2011 rendered at such meeting by Morgan Stanley to the Board that as of that date and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in the opinion, the consideration to be received in the Offer by holders of the Telmex Securities (other than América Móvil, AT&T Inc. and their respective affiliates) as described in the AMX Market Communication, the TMX Market Communication and the Draft Mexican Tender Offer Document (each as defined in Item 8 below), was fair, from a financial point of view, to such holders. Those directors who are also directors of América Móvil, or members of the Slim Family, and who were present at the meeting, did not participate in the Board’s deliberations. On September 14, 2011, in accordance with the requirement of Mexican law, Telmex made a public announcement of the Board’s opinion.

The full text of Morgan Stanley’s financial opinion, dated September 14, 2011, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Morgan Stanley in connection with its opinion, is attached hereto as Exhibit(a)(iv). Morgan Stanley’s financial opinion is addressed solely to the Board and addresses only the fairness, as of the date of the opinion and from a financial point of view, of the consideration to be received pursuant to the Offer by the holders of Telmex Securities (other than América Móvil, AT&T Inc. and their respective affiliates) as described in the AMX Market Communication, the TMX Market Communication and the Draft Mexican Tender Offer Document. Morgan Stanley’s opinion to the Board was one of many factors it took into consideration in reaching its conclusions with respect to the Offer as described above. Consequently, Morgan Stanley’s financial opinion should not be viewed as determinative of the opinion of the Board with respect to the Offer or of whether the Board would have been willing to agree to a different offer consideration. Morgan Stanley’s financial opinion does not constitute a recommendation to any holder of the Telmex Securities to participate in the Offer.

The Board’s favorable opinion regarding the Offer price is not a recommendation by the Board to any Telmex shareholders to accept the Offer. Consistent with applicable Mexican law, the Board is not making any recommendation to shareholders whether to accept or reject the Offer and is remaining neutral with respect to the Offer. The directors consider that the Offer provides a good opportunity for holders of Telmex Securities who wish to dispose of their Telmex Securities to obtain a fair price, but the decision whether or not to accept the Offer should be made by individual shareholders in light of their particular investment objectives.

Intent to Tender In its September 14, 2011 public announcement, Telmex also announced that all of the members of the Board who are also

shareholders of Telmex, as well as the chief executive officer of Telmex, had indicated their intention to accept the Offer on the terms announced by América Móvil assuming that economic and market conditions remain stable. To the best knowledge of Telmex, all of its directors and executive officers who own Telmex Securities currently intend to accept the Offer with respect to all such Securities.

Neither Telmex nor any person acting on its behalf has directly or indirectly employed, retained or compensated, or currently intends to employ, retain or compensate, any other person to make solicitations or recommendations to holders of Telmex Securities on Telmex’s behalf with respect to the Offer.

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Item 5. Persons/Assets Retained, Employed, Compensated or Used

To the best knowledge of Telmex, neither Telmex nor any of its subsidiaries, affiliates, directors or executive officers has engaged in any transactions involving the Telmex Securities during the period of 60 days prior to the date hereof, except for (a) the disposition by one of our directors of 22,141,551 Telmex Series L Shares on the Bolsa Mexicana de Valores, S.A.B. de C.V. (the “Mexican Stock Exchange”) on August 2, 2011 and August 3, 2011 for prices ranging from Ps. 10.46 to Ps. 10.51 per share and (b) the disposition by one of our alternate directors of 22,300 Telmex Series L Shares on the Mexican Stock Exchange on August 5, 2011 for Ps. 10.59 per share.

Telmex is not undertaking or engaged in any negotiations in response to the Offer which relate to (i) a tender offer or other acquisition of Telmex Securities by Telmex, its subsidiaries or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Telmex or its subsidiaries, (iii) any purchase, sale or transfer of a material amount of the assets of Telmex or its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of Telmex.

There are no transactions, board resolutions, agreements in principle or signed contracts that have been entered into in response to the Offer that relate to one or more of the matters referred to in this Item 7.

Opinion of Morgan Stanley The Company retained Morgan Stanley to provide a financial opinion in connection with the Offer. The Company selected

Morgan Stanley to act in this capacity based on Morgan Stanley’s qualifications, expertise and reputation. At the meeting of the Board on September 14, 2011, Morgan Stanley rendered to the Board its written opinion, dated as of September 14, 2011, that as of such date, and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in the written opinion, the consideration to be received by the holders of the Telmex Securities (other than América Móvil, AT&T Inc. or any of their respective affiliates) pursuant to the Offer, as described in the AMX Market Communication, the TMX Market Communication and the Draft Mexican Tender Offer Document (each as defined below), was fair from a financial point of view to such holders.

The full text of the written opinion of Morgan Stanley, dated as of September 14, 2011, is attached hereto as Exhibit(a)(iv). The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. We encourage you to read the entire opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the Board and addresses only the fairness, as of the date of the opinion and from a financial point of view, to the holders of Telmex Securities (other than América Móvil, AT&T Inc. or any of their respective affiliates) of the consideration to be received by such holders pursuant to the Offer as described in the AMX Market Communication, the TMX Market Communication and the Draft Mexican Tender Offer Document. It does not address any other aspect of the Offer and expresses no opinion or recommendation as to whether any holder of Telmex Securities should participate in the Offer. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

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Item 6. Interest in Securities of the Subject Company

Item 7. Purposes of the Transaction and Plans or Proposals

Item 8. Additional Information

1. Reviewed certain publicly available financial statements and other business and financial information of the Company and América Móvil, respectively;

2. Discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and formed a substantial basis for its opinion. With respect to the 2011 Budget Items, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best estimates available at the time of preparation of the budget and judgments of the management of the Company of the financial performance of the Company. Morgan Stanley was not provided with, and did not have access to, financial projections relating to Telmex prepared by the management of Telmex. For purposes of its financial analyses that require financial projections for the Company, including its discounted cash flow analysis, Morgan Stanley relied, at the direction of the Company, upon the Publicly Available Adjusted Projections, and was advised by the Company and assumed with the consent of the Company that such Publicly Available Adjusted Projections were consistent with the best currently available estimates and judgments of the management of the Company with respect to the future financial performance of the Company. Morgan Stanley expressed no view or opinion as to the Publicly Available Adjusted Projections or the assumptions on which they were based. Morgan Stanley assumed for the purposes of its opinion that there will be no changes to the regulatory environment under which the Company operated as of September 14, 2011, and that the Company will not in the future receive permits and approvals to provide services that it was not permitted to provide as of September 14, 2011.

For the purposes of its opinion Morgan Stanley assumed that the Telmex Series A Shares, the Telmex AA Shares and Telmex Series L Shares that are subject to the Offer are of equivalent value. In addition, Morgan Stanley assumed that the Offer will be consummated in accordance with the terms set forth in the AMX Market Communication, the TMX Market Communication and the Draft Mexican Tender Offer Document without any waiver, amendment or delay of any terms or conditions. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Offer, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the Company or the Offer.

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3. Reviewed certain publicly available research analysts’ financial forecasts relating to the Company as adjusted and extrapolated per the guidance of the management of the Company (the “Publicly Available Adjusted Projections”);

4. Discussed certain items of the Company’s 2011 budget (the “2011 Budget Items”), with senior executives of the Company;

5. Reviewed public information regarding the telecommunications regulatory environment in Mexico and discussed the current environment and potential regulatory changes which could affect the Company with senior executives of the Company;

6. Reviewed the reported prices and trading activity for the Telmex Series L Shares, Telmex Series A Shares, Telmex L Share ADSs and Telmex A Share ADSs;

7. Compared the financial performance of the Company and the prices and trading activity of the Telmex Series L Shares with that of certain other publicly-traded companies and their securities that Morgan Stanley deemed relevant;

8. Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

9. Participated in discussions with representatives of the Company and its legal advisors;

10. Reviewed América Móvil’s market communication dated August 1, 2011 announcing that its board of directors had approved the Offer (the “AMX Market Communication”), the Company’s market communication dated August 8, 2011 announcing that the Board, in accordance with the Company’s by-laws, had authorized América Móvil to commence the Offer (the “TMX Market Communication”) and the draft Mexican tender offer circular dated August 30, 2011 (the “Draft Mexican Tender Offer Document”); and

11. Performed such other analyses and considered such other factors as Morgan Stanley deemed appropriate.

Morgan Stanley was retained to provide only a financial opinion letter in connection with the Offer. As a result, Morgan Stanley has not been involved in structuring, planning or negotiating the Offer or the Offer price. In arriving at its opinion, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company. Morgan Stanley did not negotiate with América Móvil with respect to the possible acquisition of the outstanding Telmex Securities not already owned by América Móvil or the Company’s constituent businesses. Morgan Stanley’s opinion did not address the underlying business decision of the Company to authorize América Móvil to commence the Offer or the relative merits of the Offer as compared to any other strategic alternatives or whether such alternatives were available.

Morgan Stanley noted that the consideration to be received by the holders of Telmex Securities pursuant to the Offer would be in Mexican pesos. Morgan Stanley did not express any view or opinion on the amount that would be received by a holder of Telmex ADSs in U.S. dollars. Morgan Stanley’s opinion was with respect to the Offer price only. Morgan Stanley expressed no view or opinion on any other term or aspect of the Offer. Morgan Stanley also expressed no opinion as to the relative fairness of any portion of the consideration to holders of any series of common or preferred stock of the Company.

Morgan Stanley relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of Telmex Securities in the Offer. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of September 14, 2011. Events occurring after September 14, 2011, may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses The following is a brief summary of the material analyses performed by Morgan Stanley in connection with the preparation of

its written opinion letter dated September 14, 2011. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

Public Trading Comparables Analysis Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by

comparing it to similar companies that are publicly traded. Morgan Stanley compared certain financial information of the Company with equivalent publicly available research analysts’ estimates for companies that share similar business characteristics. Morgan Stanley’s universe of comparable companies was determined by the inclusion of incumbent wireline telecommunications companies which derive a majority of their revenues from the provision of wireline telecommunications services, and have over two million wired access lines in service (the “Peer Companies”). The Peer Companies included the following:

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• In the United States: CenturyLink, Inc., Frontier Communications Corp. and Windstream Corp. • In Latin America: Tele Norte Leste Participaçoes S.A. and Telecomunicações de São Paulo S.A.

For purposes of this analysis, Morgan Stanley analyzed the following financial metrics for each of the Peer Companies (in each case, based on the median of selected publicly available research analysts’ estimates):

For purposes of this analysis, Morgan Stanley defined “Aggregate Value” as market capitalization plus total debt (including minority interests) less cash and cash equivalents, “EBITDA” as operating income plus depreciation and amortization, “Equity Value” or market capitalization as the market price per share times the fully diluted shares outstanding and “Levered Free Cash Flow” as EBITDA minus cash interest expense, cash taxes and capital expenditures.

Based on the analysis of the relevant metrics for each of the Peer Companies, Morgan Stanley selected representative ranges of the 2011 EBITDA Multiples and the 2011 LFCF Multiples for such Peer Companies as set forth below and applied these ranges of multiples to the relevant Company financial statistic based on the Publicly Available Adjusted Projections. Based on the Company’s outstanding shares on a fully diluted basis as of September 12, 2011 and using the Company’s net debt (short term debt plus long term debt reduced by cash and cash equivalents adjusted to reflect a cash deduction after payment of the declared dividend that was paid on September 22, 2011) as of June 30, 2011, Morgan Stanley calculated the estimated implied value per Telmex Share as of September 12, 2011 as follows:

Morgan Stanley noted that the consideration to be received by holders of Telmex Shares pursuant to the Offer is $10.50 Mexican pesos per Telmex Share.

No Peer Company utilized in the public trading comparables analysis is identical to the Company. In evaluating Peer Companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company, such as the impact of competition on the businesses of the Company and the industry generally, the impact of technological developments on the businesses of the Company and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the Company or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data.

Analysis of Precedent Transactions Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly

available financial terms of selected transactions that share some characteristics with the Offer. In connection with its analysis, Morgan Stanley compared publicly available statistics for selected transactions in the telecommunications sector occurring between September 2003 and September 12, 2011, that involved companies engaged primarily in the wireline telecommunications business. The following is a list of the transactions reviewed: Selected Transactions (Announcement Date: Target / Acquiror)

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• the ratio of Aggregate Value to estimated EBITDA for the calendar year 2011 (the “2011 EBITDA Multiple”); and • the ratio of Equity Value to estimated Levered Free Cash Flow for the calendar year 2011 (the “2011 LFCF Multiple”).

Financial Statistic Peer Company Multiple Implied Value Per Telmex Range Share

2011 EBITDA Multiple 4.8x - 5.9x 7.84 - 10.48

2011 LFCF Multiple 8.0x - 10.2x 9.08 - 11.57

(1) Mexican pesos per Telmex Share.

• September, 2003: Compañía de Telecomunicaciones de El Salvador, S.A. / América Móvil, S.A.B. de C.V. • May, 2004: Verizon Hawaii, Inc. / The Carlyle Group, L.P.

(1)

Morgan Stanley considered the relevant metrics for each transaction listed above, including the precedent transactions in the following two categories:

Source: company filings and press releases

Based on the analysis of the relevant metrics for each Latin America Precedent Transaction, Morgan Stanley calculated the ratio of Aggregate Value to last twelve month’s EBITDA (the “Acquisition EBITDA Multiple”) for each of the target companies as set forth above.

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• April, 2005: Cesky Telecom, A.S. / Telefónica, S.A. • November, 2005: TDC A/S / Nordic Telephone Company ApS • December, 2005: Valor Communications Group, Inc. / Windstream Corp. • April, 2006: Telecomunicaciones de Puerto Rico, Inc. / América Móvil, S.A.B. de C.V. • April, 2006: Compañía Dominicana de Teléfonos, C.A. / América Móvil, S.A.B. de C.V. • April, 2006: Colombia Telecomunicaciones S.A. ESP / Telefónica, S.A. • September, 2006: Commonwealth Telephone Enterprises, Inc. / Frontier Communications Corp. • December, 2006: Madison River Communications Corp. / CenturyTel, Inc. • February, 2007: Verizon Communications, Inc. (Spin-off) / FairPoint Communications, Inc. • May, 2007: CT Communications, Inc. / Windstream Corp. • July, 2007: North Pittsburgh Systems, Inc. / Consolidated Communications Holdings, Inc. • March, 2008: Hellenic Telecommunications Organization S.A. / Deutsche Telekom AG • April, 2008: Brasil Telecom S.A. / Telemar Participaçoes S.A. • October, 2008: Embarq Corp. / CenturyTel, Inc. • May, 2009: New Communications Holdings Inc. / Frontier Communications Corp. • May, 2009: D&E Communications, Inc. / Windstream Corp. • November, 2009: Iowa Telecommunications Services, Inc. / Windstream Corp. • April, 2010: Qwest Communications International, Inc. / CenturyLink, Inc.

(1) Spin-off of certain local exchanges from Verizon Communications, Inc.

1) The Latin America Precedent Transactions: Acquisitions of telecommunications companies in Latin America, which were engaged principally in the wireline telecommunications business and were purely or predominantly the “incumbent” telephone company. In this category, Morgan Stanley considered the following five transactions in five different countries in Latin America since 2003:

Target Company Acquiror Acquisition EBITDA Multiple

Compañía de Telecomunicaciones de El Salvador, S.A.

América Móvil, S.A.B. de C.V.

4.9x

Telecomunicaciones de Puerto Rico, Inc. América Móvil, S.A.B. de C.V. 5.3x

Compañía Dominicana de Teléfonos, C.A. América Móvil, S.A.B. de C.V. 4.5x

Colombia Telecomunicaciones S.A. ESP Telefónica, S.A. 5.3x

Brasil Telecom S.A. Telemar Participaçoes S.A. 5.2x

(1)

Source: company filings and press releases

Based on the analysis of the relevant metrics for each North America Precedent Transaction, Morgan Stanley calculated the Acquisition EBITDA Multiple for each of the target companies as set forth above.

Based on the analysis of the Latin America Precedent Transactions and North America Precedent Transactions, Morgan Stanley used the representative range of the Acquisition EBITDA Multiples for such transactions as set forth below and applied these ranges to the relevant Company financial statistic being the EBITDA for the last twelve months ended June 30, 2011. Based on the Company’s outstanding shares on a fully diluted basis as of September 12, 2011, and using the Company’s net debt (short term debt plus long term debt reduced by cash and cash equivalents adjusted to reflect cash deduction after payment of declared dividend that was paid on September 22, 2011) as of June 30, 2011, Morgan Stanley calculated the estimated implied value per Telmex Share as of September 12, 2011 as follows:

Morgan Stanley noted that the consideration to be received by holders of Telmex Shares pursuant to the Offer is $10.50 Mexican pesos per Telmex Share. Morgan Stanley further noted that while the aforementioned precedent transactions involved a change of control of the acquired companies, the Offer does not involve a change of control of the Company.

No company or transaction utilized in the precedent transactions analysis is identical to the Company or the Offer. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, market and financial conditions and other matters, which are beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using precedent transaction data.

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2) The North America Precedent Transactions: Acquisitions of telecommunications companies in North America which were engaged principally in the wireline telecommunications business as the “incumbent” telephone company and with characteristics similar to those of the Company, including size, broad geographic scope, and a mix of rural and urban exchanges. Morgan Stanley considered three transactions in this category in the United States since 2003:

Target Company Acquiror Acquisition EBITDA Multiple

Embarq Corp. CenturyTel, Inc. 4.8x

New Communications Holdings Inc. Frontier Communications Corp. 4.5x

Qwest Communications International, Inc. CenturyLink, Inc. 5.1x

(1) Spin-off of certain local exchanges from Verizon Communications, Inc.

Financial Statistic Representative

Range Implied Value

Per Telmex ShareAcquisition EBITDA Multiple for Latin America Precedent Transactions 4.5x - 5.3x 7.39 - 9.36

Acquisition EBITDA Multiple for North America Precedent Transactions 4.5x - 5.1x 7.39 - 8.86


(1)

(1)

Morgan Stanley also analyzed premiums paid globally since 2001 for acquisitions by controlling shareholders of publicly held minority stakes in companies across a wide range of industries, with an aggregate value greater than US$1Bn, and with a pre-transaction ownership of the target by the acquirer of 50%-95% (the “Non-Change of Control Precedent Transactions”). The analysis reflected the following:

Based on the analysis of the Non-Change of Control Precedent Transactions, Morgan Stanley used the median premiums implied by the offer price in such transactions relative to the share prices of the target one day prior to announcement and four weeks prior to announcement, respectively, and applied these values to the closing Telmex Series “L” Share prices on July 29, 2011 (one day prior to the AMX Market Communication) and July 1, 2011 (four weeks prior to the AMX Market Communication), respectively, as follows:

Morgan Stanley noted that the consideration to be received by holders of Telmex Shares pursuant to the Offer is $10.50 Mexican pesos per Telmex Share. Morgan Stanley further noted that relative to the closing Telmex Series L Share prices on July 29, 2011 (one day prior to the AMX Market Communication) and July 1, 2011 (four weeks prior to the AMX Market Communication) of $9.49 Mexican pesos and $9.60 Mexican pesos, respectively, the Offer price of $10.50 Mexican pesos represents a premium of 10.6% and 9.4%, respectively.

Discounted Cash Flow Analysis Morgan Stanley calculated a range of implied equity values per Telmex Share based on a discounted cash flow analysis. A

discounted cash flow analysis is designed to provide an indication of the present value of a company’s future cash flows. Morgan Stanley utilized the Publicly Available Adjusted Projections in its discounted cash flow analysis. Morgan Stanley calculated the net present value of estimated free cash flows in U.S. dollars for the Company for October 2011 through December 2016 and calculated terminal values at calendar year-end 2016 based on an estimated 2016 EBITDA multiple range of 5.0x – 6.0x. These cash flows were discounted to present values in U.S. dollars as of September 30, 2011 at a range of discount rates equivalent to Morgan Stanley’s estimation of Telmex’s weighted average cost of capital, ranging from 6.5% to 8.5%. The following table summarizes Morgan Stanley’s analysis:


Equity Research Analysts’ Future Price Targets Morgan Stanley reviewed the most recently published future public market trading price targets for Telmex Shares and Telmex

ADSs prepared and published by equity research analysts prior to the AMX Market Communication. These targets, which are typically for a date one year in the future, reflected each analysts’

12

• Median premium of 9.1% implied by the offer price in such transactions relative to the share price of the target one day

prior to announcement

• Median premium of 13.6% implied by the offer price in such transactions relative to the share price of the target four

weeks prior to announcement

Median Premium %

Relative to Price Implied Value Per Telmex

Share

Premium to July 29,2011 Closing Share Price 9.1% 10.35

Premium to July 1, 2011 Closing Share Price 13.6% 10.91


Implied Present ValuePer Telmex Share

Discounted Cash Flow Analysis applied to Publicly Available Adjusted Projections 8.32 - 10.78


(1)

(1)

estimate of the future public market trading price of the Telmex Series L Shares and/or Telmex L Share ADSs and are not discounted to reflect present values. Based on a total of 15 analysts’ price targets, the range of analyst price targets discounted at 8.4% to reflect the Company’s cost of equity in U.S. dollars between September 30, 2011 and the respective target dates was $9.37 to $10.49 Mexican pesos per Telmex Share, with a median of $9.90 Mexican pesos per Telmex Share, and $10.38 to $20.90 U.S. dollars per Telmex ADS, with a median of $16.07 U.S. dollars per Telmex ADS.


The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Telmex Shares and Telmex ADSs and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

General In connection with the review of the Offer by the Board, Morgan Stanley performed a variety of financial and comparative

analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion.

In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of the Company. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Offer price to be received by the holders of Telmex Securities (other than América Móvil, AT&T Inc. or any of their respective affiliates) pursuant to the Offer, as described in the AMX Market Communication, the TMX Market Communication and the Draft Mexican Tender Offer Document, and in connection with the delivery of its opinion, dated September 14, 2011, to the Board. These analyses do not purport to be appraisals or to reflect the prices at which Telmex Shares might actually trade. Morgan Stanley has not been involved in structuring, planning or negotiating the Offer or the Offer price, nor did Morgan Stanley recommend any specific consideration to the Company or the Board or that any specific consideration constituted the only appropriate consideration for the Offer.

Morgan Stanley’s opinion and its presentation to the Board was one of many factors taken into consideration by the Board in reaching its conclusions with respect to the Offer. Consequently, the Morgan Stanley analyses as described above should not be viewed as determinative of the opinion of the Board with respect to the Offer price, or of whether the Board would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Morgan Stanley’s securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime

13

brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of América Móvil, the Company, or any other company, or any currency or commodity, that may be involved in the Offer, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Company a financial opinion in connection with the Offer, and the Company has agreed to pay Morgan Stanley a fee for its services. The Company has also agreed to reimburse Morgan Stanley for its reasonable and documented expenses, including fees of outside counsel, incurred in connection with its services. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses relating to or arising out of Morgan Stanley’s engagement. In the two years prior to its engagement, Morgan Stanley and its affiliates have provided financing services to, and have received compensation from, América Móvil. Morgan Stanley and its affiliates may seek to provide financial advisory and financial services to América Móvil or the Company in the future and would expect to receive fees for the rendering of these services.

The foregoing summary describes the material analyses performed by Morgan Stanley but does not purport to be a complete description of the analyses performed by Morgan Stanley.

Exhibits The information contained in all of the Exhibits referred to in Item 9 below is incorporated herein by reference in its entirety.

Documents filed as exhibits to this Schedule 14D-9.

14

Item 9. Exhibits

Exhibit No.

(a)(i)

Press Release, dated August 1, 2011 (incorporated by reference from the Form 6-K filed by the Company with the SEC on August 2, 2011).

(a)(ii)

Press Release, dated August 8, 2011 (incorporated by reference from the Form Schedule 14D-9 filed by the Company with the SEC on August 10, 2011).

(a)(iii)

Press Release, dated September 14, 2011 (incorporated by reference from the Schedule 14D-9 filed by the Company with the SEC on September 15, 2011).

(a)(iv) Financial Opinion of Morgan Stanley & Co. LLC dated as of September 14, 2011.

(a)(v) September 14, 2011 Presentation to the Board of Directors of Teléfonos de México, S.A.B. de C.V.

(b)(i)

Amended Shareholders Agreement, by and among Carso Global Telecom, S.A.B. de C.V., formerly, Carso Global Telecom, S.A. de C.V., AT&T International, Inc. (“AT&T”), formerly SBC International, Inc., and Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa, División Fiduciaria acting as trustee under Trust F/10456, dated February 28, 2011 (incorporated by reference to the report of beneficial ownership of Telmex’s shares filed by AT&T and its parent, AT&T Inc., filed on Schedule 13D on March 1, 2011).

(b)(ii)

Seventh Amendment dated July 7, 2009 to Management Services Agreement dated February 27, 2002 between AT&T Mexico, Inc., and América Móvil, S.A.B. de C.V. (incorporated by reference to Exhibit 4.5 to América Móvil’s annual report on Form 20-F, filed on May 25, 2010).

15

Exhibit No.

(b)(iii)

Eighth Amendment dated September 23, 2009 to Management Services Agreement dated February 27, 2002 between AT&T Mexico, Inc., and América Móvil, S.A.B. de C.V. (incorporated by reference to Exhibit 4.6 to América Móvil’s annual report on Form 20-F, filed on May 25, 2010).

(b)(iv)

Ninth Amendment dated November 18, 2009 to Management Services Agreement dated February 27, 2002 between AT&T Mexico, Inc., and América Móvil, S.A.B. de C.V. (incorporated by reference to Exhibit 4.7 to América Móvil’s annual report on Form 20-F, filed on May 25, 2010).

(b)(v)

Tenth Amendment dated August 3, 2010 to Management Services Agreement dated February 27, 2002 between AT&T Mexico, Inc., and América Móvil, S.A.B. de C.V. (incorporated by reference to Exhibit 4.5 to América Móvil’s annual report on Form 20-F, filed on May 13, 2011).

(b)(vi)

Eleventh Amendment dated February 23, 2011 to Management Services Agreement dated February 27, 2002 between AT&T Mexico, Inc., and América Móvil, S.A.B. de C.V. (incorporated by reference to Exhibit 4.5 to América Móvil’s annual report on Form 20-F, filed on May 13, 2011).

(b)(vii)

Management Services Agreement, dated January 2, 2001, between Teléfonos de México, S.A. de C.V. and AT&T Mexico, Inc. (incorporated by reference to Exhibit 4.4. to the annual report on Form 20-F for the year ended December 31, 2003 of Telmex, filed on June 28, 2004).

(b)(viii)

Services Agreement dated January 1, 2010 between Teléfonos de México, S.A.B. de C.V. and Carso Global Telecom, S.A.B. de C.V. (English translation) (incorporated by reference to Exhibit 4.2 to the annual report on Form 20-F for the year ended December 31, 2010 of Telmex, filed on May 11, 2011).

(b)(ix)

Termination Agreement dated July 1, 2010 between Teléfonos de México, S.A.B. de C.V. and Carso Global Telecom, S.A.B. de C.V. (English translation) (incorporated by reference to Exhibit 4.4 to the annual report on Form 20-F for the year ended December 31, 2010 of Telmex, filed on May 11, 2011).

(b)(x)

Termination Agreement, effective as of December 31, 2010, between Teléfonos de México, S.A.B. de C.V. and AT&T Mexico, Inc.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: October 11, 2011

16

TELÉFONOS DE MÉXICO, S.A.B. DE C.V.

By:

/s/ Carlos Robles Miaja

Name: Carlos Robles Miaja Title: Chief Financial Officer

Exhibit (a)(iv)

September 14, 2011

Board of Directors Teléfonos de México, S.A.B. de C.V. Parque Vía 190 Colonia Cuauhtémoc 06599 Mexico, D.F., Mexico

Members of the Board:

We understand that América Móvil, S.A.B. de C.V. (“Buyer” or “AMX”) announced, through a market communication dated August 1, 2011 (the “AMX Market Communication”), that its board of directors had approved a cash tender offer for all outstanding shares of capital stock of all classes of Teléfonos de México, S.A.B. de C.V. (“Company” or “TMX”), consisting of Series A shares with no par value and full voting rights (“A Shares”), Series AA shares with no par value and full voting rights (“AA Shares”) and Series L shares with no par value and limited voting rights (“L Shares”, and together with the A Shares and the AA Shares, the “TMX Shares”) including the A Share American Depositary Shares, each representing the right to receive 20 A Shares (“A Share ADSs”), and the L Share American Depositary Shares, each representing the right to receive 20 L Shares (“L Share ADSs”, and together with the A Share ADSs, the “TMX ADSs” and together with the TMX Shares, the “TMX Securities”), that are not already owned, directly or indirectly, by AMX (as currently proposed, the “Tender Offer”), and that TMX announced, through a market communication dated August 8, 2011 (the “TMX Market Communication”) that its board of directors, in accordance with TMX’s by-laws, had authorized AMX to commence the Tender Offer. In connection with the proposed Tender Offer, AMX has filed a tender offer circular on a confidential basis with the Mexican Comisión Nacional Bancaria y de Valores on August 30, 2011 (the “Preliminary Mexican Tender Offer Document”). As described in the AMX Market Communication, the TMX Market Communication and the Preliminary Mexican Tender Offer Document, pursuant to the Tender Offer, each outstanding TMX Share, other than the TMX Shares held, directly or indirectly, by AMX, will be purchased for $10.50 Mexican pesos, payable in cash (the “Tender Offer Price”), and consequently each TMX ADS will be purchased for the equivalent Mexican peso amount according to the number of TMX Shares each TMX ADS represents. As further described in the AMX Market Communication, in connection with the Tender Offer, AMX will file with the U.S. Securities and Exchange Commission (“SEC”) a Tender Offer Statement on Schedule TO.

You have asked for our opinion as to whether the consideration to be received by the holders of the TMX Securities (other than AMX, AT&T Inc. or any of their respective affiliates) pursuant to the Tender Offer, as described in the AMX Market Communication, the TMX Market Communication and the Preliminary Mexican Tender Offer Document is fair from a financial point of view to such holders.

For purposes of the opinion set forth herein, we have:

We have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by the Company, and formed a substantial basis for this opinion. With respect to the 2011 Budget Items, we have assumed that they have been reasonably prepared on bases reflecting the best estimates available at the time of preparation of the budget and judgments of the management of the Company of the financial performance of the Company. As you are aware, we have not been provided with, and we did not have access to, financial projections relating to TMX prepared by the management of TMX. For purposes of our financial analyses that require financial projections for the Company, including our discounted cash flow analysis, we relied, at the direction of the Company, upon the Publicly Available Adjusted Projections, and have been advised by the Company and have assumed with the consent of the Company that such Publicly Available Adjusted Projections are consistent with the best currently available estimates and judgments of the management of the Company with respect to the future financial performance of the Company. We express no view or opinion as to the Publicly Available Adjusted Projections or the assumptions on which they are based. We have assumed for the purposes of this opinion that there will be no changes to the regulatory environment

2

1) Reviewed certain publicly available financial statements and other business and financial information of the Company and the Buyer, respectively;

2) Discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

3) Reviewed certain publicly available research analysts’ financial forecasts relating to TMX as adjusted and extrapolated per the guidance of the management of TMX (the “Publicly Available Adjusted Projections”);

4) Discussed certain items of TMX’s 2011 budget (the “2011 Budget Items”), with senior executives of TMX;

5) Reviewed public information regarding the telecommunications regulatory environment in Mexico and discussed the current environment and potential regulatory changes which could affect the Company with senior executives of the Company;

6) Reviewed the reported prices and trading activity for the Company’s L Shares, A Shares, L Share ADSs and A Share ADSs;

7) Compared the financial performance of the Company and the prices and trading activity of the Company’s L Shares with that of certain other publicly-traded companies and their securities that we deemed relevant;

8) Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

9) Participated in discussions with representatives of the Company and its legal advisors;

10) Reviewed the AMX Market Communication, the TMX Market Communication and the Preliminary Mexican Tender Offer Document; and

11) Performed such other analyses and considered such other factors as we have deemed appropriate.

under which the Company currently operates, and that the Company will not in the future receive permits and approvals to provide services that it is not currently permitted to provide.

For the purposes of this opinion we have assumed that the A Shares, the AA Shares and L Shares that are subject to the Tender Offer are of equivalent value. In addition, we have assumed that the Tender Offer will be consummated in accordance with the terms set forth in the AMX Market Communication, the TMX Market Communication and the Preliminary Mexican Tender Offer Document without any waiver, amendment or delay of any terms or conditions. Morgan Stanley has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Tender Offer, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on TMX or the proposed Tender Offer.

We have been retained to provide only a financial opinion letter in connection with the Tender Offer. As a result, we have not been involved in structuring, planning or negotiating the Tender Offer or the Tender Offer Price. In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company, nor did we negotiate with the Buyer with respect to the possible acquisition of the outstanding shares of the Company not already owned by AMX or the Company’s constituent businesses. Our opinion does not address the underlying business decision of the Company to authorize AMX to commence the Tender Offer or the relative merits of the Tender Offer as compared to any other strategic alternatives or whether such alternatives are available.

We note that the consideration to be received by the holders of TMX Securities pursuant to the Tender Offer will be in Mexican pesos. We do not express any view or opinion on the amount that may be received by a holder of TMX ADSs in U.S. dollars. Our opinion is with respect to the Tender Offer Price only. We express no view or opinion on any other term or aspect of the Tender Offer. Morgan Stanley also expresses no opinion as to the relative fairness of any portion of the consideration to holders of any series of common or preferred stock of the Company.

We have relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. We express no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of TMX Securities in the Tender Offer. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such valuations or appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

We will receive a fee for our services upon rendering of this financial opinion to the Board of Directors of the Company. In the two years prior to the date hereof, we and our affiliates have provided financing services to, and have received compensation from, AMX, and we may seek in the future to provide financial advisory and financing services to, and would expect to receive compensation for the rendering of these services from, AMX and TMX.

3

Please note that Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Our securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Buyer, the Company, or any other company, or any currency or commodity, that may be involved in the Tender Offer, or any related derivative instrument.

This opinion has been approved by a committee of Morgan Stanley investment banking and other professionals in accordance with our customary practice. This opinion is for the information of the Board of Directors of the Company and may not be disclosed, referred to publicly or to any third person or used for any other purpose without our prior written consent, except that a copy of this opinion, or a Spanish translation thereof, may be included in its entirety in any filing the Company is required to make with the Mexican Comisión Nacional Bancaria y de Valores or the SEC or in any public announcement in connection with the proposed Tender Offer if such inclusion is required by applicable law, provided that any description of or reference to Morgan Stanley or this opinion in such filing or public announcement is reasonably acceptable to Morgan Stanley. Please note that if this opinion is required to be translated from English to another language (including Spanish) in connection with the aforementioned filings or public announcements, and if there are any discrepancies between this English version and the translated version, the English version will prevail. In addition, this opinion does not constitute a recommendation to any holder of the TMX Securities to participate in the proposed Tender Offer.

Based on and subject to the foregoing, we are of the opinion on the date hereof that the consideration to be received by the holders of the TMX Securities (other than AMX, AT&T Inc. or any of their respective affiliates) pursuant to the Tender Offer, as described in the AMX Market Communication, the TMX Market Communication and the Preliminary Mexican Tender Offer Document, is fair from a financial point of view to such holders.

4

Very truly yours,

MORGAN STANLEY & CO. LLC

By:

James D. Allen Managing Director

Presentation to the Board of Directors

September 14, 2011

Exhibit (a)(v)

Table of Contents

2

Section 1 Executive Summary

Section 2 Mexican Telecom Industry Overview

Section 3 Valuation

3

Section 1

Executive Summary

Transaction SummarySummary Overview

4

EXECUTIVE SUMMARY

Note1. Based on a USDMXN rate of 12.77 as of 9/12/11

• On August 1, 2011, America Móvil, S.A.B. de C.V. (“AMX”) announced that its Board of Directors had approved a cash tender offer for all of the outstanding shares of any and all classes of Teléfonos de México, S.A.B de C.V. (“TMX”) that are not already owned, directly or indirectly by AMX

– AMX currently owns 59.96% of the equity capital of TMX and shares representing 74.15% of the voting power

– The tender offer does not entail a change of control in TMX

• If all shareholders were to tender, AMX would acquire 40.04% of the outstanding shares of TMX and would,directly or indirectly, own 100% of the outstanding TMX capital stock upon completion of the offer

– If AMX acquires a sufficient number of shares, it intends to delist TMX from the various stock markets on which its shares are listed

• The purchase price offered is 10.50 Mexican Pesos per share payable in cash

• The tender offer is subject to the authorization from Mexico’s National Banking and Securities Commission

• Morgan Stanley has been retained to render a financial opinion to the Board of Directors of TMX with respect tothe fairness from a financial point of view of the consideration to be received by TMX shareholders, other than AMX, AT&T Inc. or any of their respective affiliates, pursuant to the proposed tender offer

• We have not been provided with, and did not have access to, financial projections relating to TMX prepared by the management of TMX. At the direction of the Company, for our analyses that required financial projections for TMX we relied on certain publicly available research analysts’ financial forecasts relating to TMX as adjusted and extrapolated per the guidance of the management of TMX (the “Publicly Available Adjusted Projections”). We have been advised by TMX, and have assumed with the consent of TMX, that such Publicly Available Adjusted Projections are consistent with the best currently available estimates and judgments of the management of TMX with respect to the future financial performance of TMX. Furthermore, we have based our opinion on other publicly available information on TMX as well as on discussions with TMX management regarding competitive landscape, regulatory environment, business conditions, recent performance and outlook for the business

• We have performed certain other analyses and considered certain other factors as we have deemed appropriate inrendering our financial opinion

• We have assumed that there will be no changes to the regulatory environment under which TMX currently operates and that TMX will not in the future receive permits and approvals to provide services that it is not currently permitted to provide

– The total transaction value if all non-AMX shareholders were to tender would be Mx$75.8Bn or US$5.9Bn(1)

Transaction Key MetricsEXECUTIVE SUMMARY

5

Source Company Filings and Wall Street Research

Valuation Implied by Tender Offer and Indicative Timeline

• The tender offer is for A, AA and L shares at Mx$10.50 pershare

• Holders of ADS will be entitled to receive US$ from thedepository

• Because AMX already hascontrol of TMX with 74% of voting power, we have not assigned any value premium to the AA and A (voting) shares subject to the tender vs. the non-voting L shares

Implied Valuation (1)

Bn, except per Share and ADS data

Mx$

Offer Price per Share 10.50

% Premium to Prior Day (7/29/11) 10.6%

% Premium to Prior 4 Weeks (7/1/11) 9.4%

% Premium to Prior 90 Days Average (7/29/11-4/29/11) 4.9%



Implied Price per ADS (US$) (2) 16.45

Implied Equity Value (Bn) 189.31

Plus: Net Debt as of 6/30/2011 (Bn) (3) 66.43

Implied Aggregate Value (Bn) 255.74

Implied AV / EBITDA LTM 2Q11 5.8x

Implied AV / EBITDA 2011E 5.9x

Implied AV / EBITDA 2012E 6.1x

Implied EV / 2011E LFCF (4) 9.3x

Implied P / E 2011E (5) 13.0x

Implied P / E 2012E (5) 13.1x

Notes 1. Calculation based on TMX Series L share prices 2. One ADS represents 20 shares. Converted using an exchange rate of USDMXN of 12.77 as of 9/12/11 3. Total debt of Mx$67,777MM + minority interest of Mx$322MM – cash and equivalents of Mx$4,144MM – cash required to pay the September 22,

2011 dividend of Mx$0.1375 per share 4. LFCF defined as EBITDA less cash interest, cash taxes, capex and additions to working capital 5. Net income based on median of selected Wall Street research analysts estimates

Valuation MethodologyEXECUTIVE SUMMARY

6

Key Methodologies Applied• We examined the value of TMX

using methodologies commonly employed to value companies in the telecommunicationssector

Trading Comparables • We analyzed trading multiples of comparable companies in Latin America and North America, with a major focus on primarily wireline operations

– We believe that the metrics that best capture TMX’s value are Aggregate Value / EBITDA and Equity Value / Levered Free Cash Flow

Precedent Transactions

• We analyzed premiums paid globally since 2001 in non change-of-control cash acquisitions for selected industries with an aggregate value greater than US$1Bn and with a pre-transaction ownership of the target by the acquirer of 50%-95%

• We analyzed transaction multiples in precedent merger and acquisition transactions involving telecommunications companies which were entirely or predominantly engaged in the wireline telecommunications business, during the last 10 years

– Nearly all of these precedent transaction multiples capture the value associated with change of control, and therefore are presumed to include a premium typicalfor change of control transactions

– We note that the contemplated TMX transaction does not involve a change of control of TMX

– Key metric evaluated was AV / LTM EBITDA

Discounted Cash Flows

• We determined the present value of unlevered free cash flows, based on the Publicly Available Adjusted Projections

– Cash flows were discounted using a range of WACCs and a range of terminal values calculated by applying terminal multiples to 2016E EBITDA, the last projected period, with cross-reference to the implied free cash flow perpetuitygrowth rates

Wall Street Research Price Targets

• We looked at Wall Street research analyst’s price targets, discounted to present value based on price target dates at the cost of equity

• TMX has at least 15 research analysts covering its stock

ADS Target Price (US$)

Summary ValuationEXECUTIVE SUMMARY

7

Calculation and Rationale Per Share / ADS Valuation Range(1)Methodology

Source Company Filings, Wall Street Research

ADS Price US$

Share Price Mx$

3.13 9.40

Offer Price:

Mx$10.50 per share

US$16.45 per ADS

Range of analyst share and ADS price targetsin Mx$ and US$, respectively, discounted at a cost of equity of 8.5%. Dot represents medianof estimates

8.0x – 10.2x EV / 2011E LFCF (2)

applied to 2011E LFCF of Mx$20.5Bn

4.8x – 5.9x AV / 2011E EBITDA (2)

applied to 2011E EBITDA of Mx$43.3Bn

TradingComparables

Assuming 6.5 – 8.5% WACC and 5.0 – 6.0x EBITDA exit multiple(mid-point implies perpetual nominal growth rateof -1.0%)

Discounted Cash Flows

PrecedentTransactions

Wall Street Research Price Targets

TMX’s Share Price

Non Change-of-Control Cash Acquisitions — Median Premium to Prior DayNon Change-of-Control Cash Acquisitions — Median Premium to Prior 4 WeeksSource Wall Street Research

Analyst Target Price DistributionADS Price Discounted to 9/30/2011 at a Cost

of Equity of 8.4%

LatAm(3): 4.5x – 5.3x AV / LTM EBITDA applied to LTM EBITDA of Mx$44.4Bn

US(3): 4.5x – 5.1x AV / LTM EBITDAapplied to LTM EBITDA of Mx$44.4Bn

Median Premium of Non-Change of ControlCash Acquisitions. Premium to Prior Day of9.1% and Premium to Prior 4 Weeks of 13.6%

9.37

7.39

7.39

9.08

7.84

10.38

8.32

10.49

9.36

8.86

11.57

10.48

20.90

10.78

16.07

10.35

9.90

10.91

2.00 6.00 10.00 14.00 18.00

12.28

11.57

13.04

11.57

21.93 28.1915.66

16.41

18.1314.22

13.88

16.88

14.66

16.22 17.08

Notes1. Based on total debt of Mx$67,777MM + minority interest of Mx$322MM – cash and equivalents of Mx$4,144MM – cash required to pay the September 22, 2011 dividend

of Mx$0.1375 per share, converted to US$ at a USDMXN rate of 11.72 as of 6/30/11. ADS figures based on a USDMXN rate of 12.77 as of 9/12/20112. Multiple range excludes the lowest and highest multiples among comparables3. US precedents based on CenturyLink/Qwest, Frontier/Verizon SpinCo and CenturyTel/Embarq and LatAm precedents based on AMX/CTE-El Salvador, AMX/Telec. de

Puerto Rico, AMX/Codetel, Telefonica/Colombia Telecom and Telemar/Brasil Telecom

8

Section 2

Mexican Telecom Industry Overview

General Overview of Mexican Telecom IndustryMEXICAN TELECOM INDUSTRY OVERVIEW

9

• Wireless has overtaken wireline as the most prevalent means oftelecommunications access inMexico, with the number of wireless accesses (subscribers) already representing 4.9x the number of fixed lines in service

• While wireline has been losing share of total market, TMX has also been losing share of fixedtelephony access lines to Axtel and the cable-TV MSOs

• Telmex has been able to partially compensate for revenue declines from wirelinetelephony by increasing broadband revenue

0

20

40

60

80

100

120

2007 2008 2009 2010 2011E 2012E 2013E 2014E

Wireless Wireline

Wireline growth in Mexico is projected to be stagnantWireline vs. Wireless – Mexican Market

MM Lines

Source Global Insight Source Cofetel, TMX Filings

6% 5% 5%

28% 28% 28% 33%

62%67%66%64%

8%

0%

20%

40%

60%

80%

100%

2007 2008 2009 2010

TMX Megacable Other

TMX has been able to partially offset this decline with its stable position in broadband access…% Share in Wireline Broadband

Source Cofetel, TMX Filings

87%

66%77%

87%96%

102%

85%81%

75%64%

51%

37% 37%

51%

0%

20%

40%

60%

80%

100%

120%

2008 2009 2010 2011E 2012E 2013E 2014E

Wireline Broadband Total Broadband

… But wireline broadband penetration growth is expected to slow down as it nears 90% of access linesBroadband Subscribers as % of Wirelines

Source Global Insight, Business Monitor

CAGR ‘11E-’14E:1.4%

TMX’s market share has been steadily decliningTMX’s Market Share of Wireline Segment

% Share

7% 7%9%

4% 7% 13%

78%81%86%89%

8%

11%

0%

20%

40%

60%

80%

100%

2007 2008 2009 2010

TMX Axtel Other (Primarily cable-TV MSOs)

TMX – Historical Quarterly Operating Performance

10

Access Lines in Service (1)

MM

Broadband Subscribers

MM

Access Lines Decline Rate Y-o-Y (1)

%

Broadband Penetration of Access Lines in Service

MEXICAN TELECOM INDUSTRY OVERVIEW

Source Company Filings

• Access lines in service have been declining since 2Q07

– This decline has been offset by an increase in broadband subscribers

– However, the growth rate of broadband subscribers has decreased as penetration approaches 50% of access lines in service

Note1. Adjusted 1Q08–3Q09 access line count by 1.2MM less lines, which were at least 2 months behind on payments. TMX stopped reporting

these lines on 12/31/2009. Decline rates for 1Q08–3Q10 adjusted accordingly

16.15 15.8815.81 15.7415.62 15.5915.56 15.2516.6016.4616.47 16.39 16.3116.22

0.00

4.00

8.00

12.00

16.00

20.00

6.52 6.77 6.95 7.17 7.36 7.57 7.68

6.305.905.52

5.014.36

3.803.32

0.00

2.00

4.00

6.00

8.00

10.00

(3.1)(2.9)

(3.2)

(1.8)(1.6)

(3.1)(2.9)

(3.2)

(2.9)

(1.3)

(1.7)

(1.5)

(2.0)

(3.1)

(4.0)

(3.0)

(2.0)

(1.0)

0.0

41% 43% 44% 46% 47% 49% 50%

20%23%

26%31%

34%36%

39%

0

20

40

60

6

7

8

9

10

11

12

12-Sep-10 23-Nov-10 3-Feb-11 18-Apr-11 29-Jun-11 12-Sep-110

25

50

75

100

125

150

Volume Price Tender Price

Series L Share Price Performance and Trading VolumeAs of 12-Sep-11

Mx$ MM

TMX Series L —Share Price Performance MEXICAN TELECOM INDUSTRY OVERVIEW

11

Source CapIQ

Last Twelve Months

17-Nov-10Pays down US$300MMand refinancesUS$700MM of debt

27-May-11Regulators reject TMX’s application tostart offering TV services

7-Dec-10Mexico Senate approves antitrust legislation

1-Aug-11AMX announces intention to tender for remaining 40% of TMX for Mx$10.50 per share

3-May-11Supreme court rules that the new mobile interconnection rates of 39¢(previously 95¢) established by COFETEL must apply

14-Jun-11AMX cuts the fees it charges to TMX for phone calls to its network from 95¢ to 39¢ to match the rate set by the government to all carriers

3-Feb-11TMX reports FY10 results, netincome declined by 32%

7-Jun-11

COFETEL reduced rural interconnection rates (for calls terminated on TMX’snetwork) by 94% from 75¢ to 4.5¢ anddomestic long distance interconnection rates from 11.5¢ to 3.95¢

12-May-11Court rules TMX must receive ananswer in 15 days on its requestfor government permission to

offer TV services

12

Section 3

Valuation

Comparable Companies Selection CriteriaVALUATION

13

Inclusion:

Incumbent

telecom only

Inclusion:

More than 50% wireline

revenue mix

Inclusion:

Over 2MM Access Lines

Latin America

North America

Tele Norte Leste

TELESP

Windstream Frontier

CenturyLink

Diversified Telecommunications Companies

Cable MSO’s CLEC’s

AT&TTDC BT Group

Vodafone

VerizonTelenor

Telecom Italia

KPN

Portugal Telecom

OTE

Consolidated

BelgacomDeutsche Telekom

France Telecom

Telekom Austria Telefonica

Cincinnati Bell

SprintBrasilTelecom Telecom

ArgentinaEntel

• We determined the universe of comparable listed companies by examining the telecommunications universe and screening for businesscharacteristics similar to TMX

– incumbent telecom companies

– with a preponderant percentage of wireline revenue

– with significant size

• The universe of comparablelisted companies was narrowedto three North American and two Latin American companies

Projected Operating and Financial Statistics(1)

VALUATION

14

Revenue CAGR 2011E-2013E EBITDA CAGR 2011E-2013E

Internet Accesses CAGR 2011E-2013EAccess Line Loss CAGR 2011E-2013E

As of September 12, 2011

Latin America North America

Note1. TMX data based on the Publicly Available Adjusted Projections. Peers data based on median of selected Wall Street research analysts

estimates

TMX

(1.4%)

3.7%

0.2%

(2.2%)

(4.5%)

0.4%

(5%)

0%

5%

TMX TELESP Tele Norte Leste

Windstream Frontier CenturyLink

(2.4%)

5.9%2.2% 0.8%

(0.6%) (0.6%)

-20%

0%

20%

TMX TELESP Tele NorteLeste


(1.5%) (1.5%)

(3.1%)

(6.2%)(7.3%)

(2.9%)

(10%)

(5%)

0%

TMX TELESP Tele Norte Leste


5.9%

10.2%

3.4% 3.2%2.5%

7.5%

0.0%

5.0%

10.0%

15.0%



Sector Trading Multiples(1)

VALUATION

15

5.5x

4.1x

5.9x5.0x

4.8x

6.9x

0

2

4

6

8



Aggregate Value / 2011E EBITDA

8.4x

13.8x

9.0x10.2x

8.0x6.4x

0

4

8

12

16



Equity Value / 2011E LFCF (2)

1.5x

0.3x

1.8x

3.7x

3.2x

2.4x

0

2

4



Net Debt / 2011E EBITDA

Latin America North America

As of September 12, 2011 for Comparables, as of July 29, 2011 for TMX

Notes1. TMX data based on the Publicly Available Adjusted Projections. Peers data based on median of selected Wall Street research analysts estimates2. LFCF defined as EBITDA less cash interest, cash taxes, capex and additions to working capital, assumes no changes in working capital for peers

Tender Price: 5.9x Tender Price: 9.3x

Tender Price: 5.5%

TMX

6.1% 6.4%

4.3%

8.0%

10.8%

8.7%

0.0%

4.0%

8.0%

12.0%

16.0%



Dividend Yield 2011E

• We note that both, Latin American and North American transactions, were all change of control transactions, while the Tender Offer does not involve a change of voting control of Telmex

VALUATION

16

Non-change of Control Transactions

• We analyzed premiums paid globally since 2001 in non change-of-control cash acquisitions, for selected industries, with an aggregate value greater than $1Bn and with a pre-transaction ownership of the target by the acquirer ranging 50%-95%

– Median premium of 9.1% relative to share price 1-day prior to announcement

– Median premium of 13.6% relative to share price 4-weeks prior to announcement

Latin American Transactions

• Few recent precedent transactions in Latin America of pure or predominantly wireline incumbents

– Average AV / LTM EBITDA multiple of 5.0x in five transactions

CTE-El Salvador 151k wireless subs out of 620k total access linesPRT (Puerto Rico) 485k wireless subs out of 1,110k total access linesCodetel (Dominican Rep.) 800k wireless subs out of 752k total access lines

• The most recent wireline-only transaction was Telefonica’s acquisition of Colombia Telecom in 2006 with a 5.3x LTM EBITDA multiple

• Wireless / wireline industry dynamics have changed significantly in the Latin American telecom industry since then, with wireless becoming more dominant and wireline growth stagnating

Recent North American Transactions

• Recent valuations paid for large incumbent wireline-only companies in U.S. may be most instructive

– Embarq, Qwest and Verizon Spinco transactions all involved targets of meaningful size, broad geographic scope, and mix of rural and urban exchanges, characteristics similar to those of TMX

– These companies were experiencing negative access line growth at the time they were acquired

– Average AV / LTM EBITDA multiple of 4.7x in these three transactions

Precedent Transaction Overview• Median premium paid to 1-day

prior to announcement share price on non change-of-control transactions globally is 9.1%, below the implied 10.6% premium of AMX’s tender offer for TMX

• Relevant precedent transactions in Latin Americaand North America encompassa change of control premium

– AMX tender offer for TMX does not entail a change of control

– 3 of these 5 were America Movil’s purchases of incumbent telcos in El Salvador, Puerto Rico and Dominican Republic; all were completed more than 5 years ago

Each target company included a wireless business representing a significant % of total subscriber base:

–

Premiums Paid in Non Change-of-Control Cash AcquisitionsAcross Selected Industries

17

Source Thomson

32 2

6

4

6

12

12 2

5

0 1 2 3 4 5 6 7

2.50% 2.5%-5% 5%-7.5% 7.5%-10% 10%-12.5%

12.5%-15%

15%-17.5%

17.5%-20%

20%-22.5%

22.5%-25%

25%-27.5%

27.5%-30%

30%

Premium Paid to 4 Weeks Prior to Announcement

# of Deals

Source Thomson

Premium Paid to 1 Day Prior to Announcement

# of Deals

Median: 9.1%

Median: 13.6%

• Premium implied by AMX tender offer is higher than themedian premium paid to 1-dayprior to announcement share price on non change-of-control transactions globally:– 10.6% to one day prior vs.

median 9.1% • Precedent transactions

universe in cash acquisitions for proposed total consideration amount of aggregate value greater than $1Bn– Pre-transaction ownership of

target company by acquirer between 50%–95%

– Global deals since 1/1/2001 – Excludes transactions in the

Financial Institutions and Biotechnology sectors

VALUATION

0

2

4

6

8

10

2.5% 2.5%-5% 5%-7.5% 7.5%-10%

10%-12.5%

12.5%-15%

15%-17.5%

17.5%-20%

20%-22.5%

22.5%-25%

25%-27.5%

27.5%-30%

30%

Tender Offer Price vs. Market Movements Since AnnouncementIndexed Daily Stock Price Evolution

VALUATION

18

80%

90%

100%

110%

120%

7/29/11 8/12/11 8/26/11 9/12/11

TMX AMX

After announcement, TMX price has remained stable while the price of AMX…Indexed to July 29, 2011

Source CapIQ

80%

90%

100%

110%

120%

7/29/11 8/12/11 8/26/11 9/12/11

TMX TELEMAR TELESP

…Latin American peers…

Indexed to July 29, 2011

Source CapIQ

80%

90%

100%

110%

120%

7/29/11 8/12/11 8/26/11 9/12/11

TMX CTL WIN FTR

… North American peers…

Indexed to July 29, 2011

Source CapIQ

80%

90%

100%

110%

120%

7/29/11 8/12/11 8/26/11 9/12/11

TMX IPC S&P500

…and major indices have declined with some recent recoveryIndexed to July 29, 2011

Source CapIQ

• Tender offer price represents a10.6% premium to TMX shareprice one day prior to the announcement

• Given equity market movements since August 2, however, the tender offer price looks more attractive relative to equity valuations that have declined for nearly all comparable companies and the relevant equity indices

TMX Tender Offer Price (Mx$ 10.50)

Multiples Paid in Change-of-Control TransactionsVALUATION

19

7.0x

8.4x

6.3x

10.3x

7.6x

4.5x 4.5x5.2x

8.7x

5.1x

6.8x7.4x 7.7x

4.9x5.3x

4.5x5.3x 5.2x

6.5x6.9x

0.0

2.0

4.0

6.0

8.0

10.0

12.0

North America Europe Latin America TMX Offer Average of All Transactions

Historical Multiples Paid AV / LTM EBITDA

X

Wireline Telecom Sector

Notes1. Average of LatAm transactions includes AMX/CTE-El Salvador, AMX/Telec. de Puerto Rico, AMX/Codetel, Telefonica/Colombia Telecom

and Telemar/Brasil Telecom2. Average of US transactions includes CenturyLink/Qwest, Frontier/Verizon SpinCo and CenturyTel/Embarq, representative large

incumbent and wireline transactions for TMX

Global Average: 6.4x

LatAm Average (1): 5.0x

US Average (2): 4.7x

TMX Offer: 5.8x

In Dec 04, AMX acquired an additional 41.5% stake from the Government of El Salvador for 2.5x AV /LTM EBITDA

Publicly Available Adjusted ProjectionsVALUATION

20

• We have not been provided with, and did not have access to,financial projections relating to TMX prepared by the managementof TMX. At the direction of the Company, for our analyses that required financial projections forTMX we relied on certain publicly available research analysts’financial forecasts relating to TMX as adjusted and extrapolated per the guidance of the management of TMX (the “Publicly AvailableAdjusted Projections”). We have been advised by TMX, and have assumed with the consent of TMX, that such Publicly Available Adjusted Projections are consistentwith the best currently available estimates and judgments of the management of TMX with respectto the future financial performance of TMX

90

100

110

120

2011E 2012E 2013E 2014E 2015E 2016E

Median Mean Max Min PAAP

Revenue(1)

Mx$Bn

(10)

(8)

(6)

(4)

(2)

0

2

2011E 2012E 2013E 2014E 2015E 2016E


Revenue Growth(1)

%

Source Wall Street Research Reports and the Publicly Available Adjusted Projections

Note1. Median, Mean, Max and Min based on selected Wall Street equity research analysts estimates. PAAP stands for the Publicly Available Adjusted

Projections

32

36

40

44

2011E 2012E 2013E 2014E 2015E 2016E


EBITDA Margin(1)

%

34

38

42

46

2011E 2012E 2013E 2014E 2015E 2016E


EBITDA(1)

Mx$Bn

6

7

8

9

10

11

12

2011E 2012E 2013E 2014E 2015E 2016E


Capital Expenditures as % of Revenues(1)

Mx$Bn

12

14

16

18

2011E 2012E 2013E 2014E 2015E 2016E


Depreciation and Amortization(1)

Mx$Bn

VALUATION

21

Publicly Available Adjusted Projections (cont’d)

Source Wall Street Research Reports and the Publicly Available Adjusted Projections

Note1. Median, Mean, Max and Min based on selected Wall Street equity research analysts estimates. PAAP stands for the Publicly Available Adjusted

Projections

TMX - Historical and Projected PerformanceVALUATION

22

14.6 14.5 14.316.4 15.9 15.6 15.2 15.0 14.7

0.0

5.0

10.0

15.0

20.0

Access Lines in Service(1)

MM

9.5 9.9 10.39.28.78.2

7.46.7

5.2

0.0

3.0

6.0

9.0

12.0

Internet Accesses

MM

104.8 103.7 102.7106.4107.7109.5113.6119.1124.1

0.0

25.0

50.0

75.0

100.0

125.0

150.0

Revenue

Mx$Bn

(1.5)(1.1) (0.9)(1.2)

(1.6)

(3.6)

(4.6)(4.0)

(5.1)(6.0)

(4.0)

(2.0)

0.0

Annual Revenue Growth

%

Source 2008A-2010A = Company Filings, 2011E-2016E = Publicly Available Adjusted ProjectionsNotes1. Access lines for 2008 adjusted for lines that were excluded from TMX’s access line calculation in 2009 due to missed payments in excess of 2 months (1.2MM lines)2. Adjusted to reflect lines in service as of June 30, 2011

• While Broadband accesses are expected to continue growing, it is not expected to mitigate thecontraction of fixed lines

– Therefore, overall revenues are expected to continue contracting

(2)

TMX - Historical and Projected Performance (cont’d)VALUATION

23

39.9 39.5 39.041.342.143.345.952.3

57.7

0.0

20.0

40.0

60.0

80.0

EBITDA

Mx$Bn

(3.2)

(1.0) (1.2)(2.0)(2.7)

(5.8)

(12.2)

(9.3)(7.4)

(15.0)

(12.0)

(9.0)

(6.0)

(3.0)

0.0

Annual EBITDA Growth

%

38.1 38.1 38.038.839.139.540.543.946.5

0.0

20.0

40.0

60.0

EBITDA Margin

%

28.7 28.7 29.529.029.629.532.3

36.736.8

0.0

10.0

20.0

30.0

40.0

50.0

EBITDA - Capex Margin

%

• As a consequence of falling revenues, EBITDA is expected to continue to contract, albeit at a slower pace

• TMX is expected to reduce Capex on an absolute basis asEBITDA decreases

Source 2008A-2010A = Company Filings, 2011E-2016E = Publicly Available Adjusted Projections

DCF Sensitivity Table

DCF AnalysisVALUATION

24

September 12, 2011

PeerUnlevered

Beta

Brazil

Tele Norte Leste 0.50

Telesp 0.84

Average 0.67

USA

Windstream 0.57

Frontier Communications 0.51

CenturyLink 0.50

Average 0.53

Global Average 0.58

Beta Calculation Free Cash Flow Calculation - Based on The Publicly Available Adjusted Projections

Share Price CalculationUS$ WACC | As of September 12, 2011

Component Value

Risk Free Rate 3.0%

Country Premium (bps) (4) 107

Market Risk Premium 6.0%

Unlevered Beta 0.58

Target Debt / (Debt + Equity) 25.0%

Tax Rate 28.0%

Levered Beta 0.72

Cost of Equity (Nominal US$) 8.4%

Cost of Debt, Pre-Tax 5.0%

WACC (Nominal US$) 7.2%

Cost of Capital Calculation

(4)

US$MM, unless otherwise stated

Present Value of Free Cash Flows (1) 8,013

Plus: Present Value of Terminal Value (1) 11,071

Aggregate Value 19,084

Minus: Net Debt and Minority Interest (3) 5,667

Equity Value 13,417

Total Shares Outstanding (MM) 18,029

Price per Share (US$) 0.74

Exchange Rate 12.77

Price per Share (Mx$) 9.50

Notes1. Discounted Cash Flows using midpoint of WACC and Exit Multiple ranges, of 7.5% and 5.5x, respectively 2. FX rates using Morgan Stanley Research estimates for 2011E and 2012E, 2013E-2016E calculated using the Global Insight 2013E-2015E CPI inflation

differential between the U.S. and Mexico 3. Total debt of Mx$67,777MM + minority interest of Mx$322MM – cash and equivalents of Mx$4,144MM – cash required to pay the September 22, 2011

dividend of Mx$0.1375 per share, converted to US$ at a USDMXN rate of 11.72 as of 6/30/11. Price per share in Mx$ converted at a USDMXN rate of 12.77 as of 9/12/2011

4. Risk free rate calculated as one-year average yield of UST 10-Yr. Country premium calculated as one-year average spread between yields of UST 10-Yr and UMS 2020 Bond

Price per Share, Mx$WACC

6.5% 7.5% 8.5%

5.0x 9.28 8.79 8.32

5.5x 10.03 9.50 9.00

6.0x 10.78 10.21 9.68

Figures in Mx$ MM 2011-20162011E 2012E 2013E 2014E 2015E 2016E T. Value CAGR

Revenue 109,500 107,728 106,396 104,823 103,654 102,726 (1.3%)

Y-o-y revenue growth (3.6%) (1.6%) (1.2%) (1.5%) (1.1%) (0.9%)

EBITDA 43,278 42,112 41,255 39,914 39,508 39,038 (2.0%)

EBITDA margin 39.5% 39.1% 38.8% 38.1% 38.1% 38.0%

Tax-affected EBIT 17,805 17,979 18,066 17,719 17,546 17,513 (0.3%)

Plus: depreciation and amortization 16,803 16,324 15,466 15,304 15,139 14,715 (2.6%)

Depreciation & amortization as % of revenues 15.3% 15.2% 14.5% 14.6% 14.6% 14.3%

Less: capital expenditures (11,000) (10,248) (10,408) (9,853) (9,716) (8,732) (4.5%)

Capital expenditures as % of revenues 10.0% 9.5% 9.8% 9.4% 9.4% 8.5%

Plus: Decrease in working capital (336) (567) 157 266 54 79

Unlevered free cash flow 23,273 23,487 23,281 23,436 23,023 23,575 214,710 0.3%

% of cash flow to discount 25% 100% 100% 100% 100% 100%

Unlevered free cash flow to discount (Mx$MM) 5,818 23,487 23,281 23,436 23,023 23,575

Average FX rate (Ps. per US$)(2) 12.43 12.45 12.53 12.77 12.99 13.18 13.27

Unlevered free cash flow to discount (US$MM) 468 1,887 1,858 1,836 1,773 1,789 16,046

Discounted unlevered free cash flows (US$MM) (1) 464 1,787 1,638 1,505 1,352 1,269 10,976

17.00 17.00 16.50 16.45 16.16

11.50

14.0014.2014.50

22.0018.55 18.00 17.16 17.00 17.00 17.00 16.50

0.00

5.00

10.00

15.00

20.00

25.00

HSBC UBS CS BTG MS Ixe DB Actinver Itau Citi Santander BAML GS Scotia JPM Offer 29-Jul-1

TMX ADS Price Target – Undiscounted from Target Date to CurrentUS$

Rec.

% Offer toPrice Target:

Median: 17.00

7/19/11

Under-weight

43.0%

7/20/11

Under-perform

17.5%

7/19/11

Sell

15.8%

6/6/11

Sell

(0.3%)

3/28/11

Sell

(0.3%)

2/4/11

Under-perform

(3.2%)

Neutral

7/19/11

(11.3%)

5/17/11

Sell

(3.2%)

6/27/11

Hold

(3.2%)

7/19/11

Sell

(3.2%)

7/19/11

Under-weight

(3.2%)

7/20/11

Sell

(4.1%)

5/18/11

Over-weight

(25.2%)

(1)

TMX - Wall Street Research Price Targets

25Note1. Offer price converted to US$ using the 20:1 shares to ADS conversion ratio and an exchange rates of 12.77 as of 9/12/11

• TMX is covered by at least 15 brokerage firms

• Analysts valuations are tightly concentrated

– 9 analysts with price targets between US$16.50 – 18.00 / ADS

– Only two analysts above US$18.00 and four below US$15.00

• 73% of the research analysts hada sell recommendation on Telmex prior to the announcement of the planned tender offer

• Tender offer price is above the Wall Street research median price targets for TMX shares and in line with research median price targets for ADSs

– It represents a premium of 4.0% vs. the median share price target, of 10.6% vs. the 1-dayprior closing price of the Series L share price and of 1.8% vs. the 1-day prior closing price of the Series L ADS

9.49

10.7010.50

10.10 10.009.75

10.50

8.50

9.00

9.50

10.00

10.50

11.00

Itau Actinver Santander BTG Ixe Offer 29-Jul-11

TMX Share Price Target – Undiscounted from Target Date to CurrentMx$

Median: 10.10

Rec.

% Offer toPrice Target:

2/4/11Under-perform

(1.9%)

5/17/11Sell

0.0%

3/28/11Sell

4.0%

7/19/11Sell

5.0%

7/19/11Sell

7.7%

Source Bloomberg

Source Bloomberg

VALUATION

Prior to AMX Tender Announcement on August 1, 2011

7/8/11

Under-peform

13.4%

7/19/11

Neutral

(8.6%)

VALUATION

Disclaimer

26

We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.

We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.

We have (i) been advised by Teléfonos de México, S.A.B. de C.V. (the “Company”) that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such appraisals.

The purpose of this document is to provide the recipient with an explanation of the basis upon which Morgan Stanley is issuing a financial opinion letter to the Board of Directors of the Company in relation to the proposed transaction. This document should be read in conjunction with and is subject to the terms of such financial opinion. This document supersedes any previous documents or presentations delivered by Morgan Stanley to the recipient in connection with the proposed transaction.

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Exhibit (b)(x)

This TERMINATION AGREEMENT TO MANAGEMENT SERVICES AGREEMENT is made to be effective as of December 31, 2010 (the “Termination Date”), between AT&T MEXICO, INC., a corporation duly organized under the laws of the State of Delaware, United States of America, with headquarters in Wilmington, Delaware, U.S.A., and permanent establishment in the United Mexican States under the Income Tax Law with address at Parque Via 190-12 floor, Colonia Cuauhtémoc, 06599 Mexico City (hereinafter “AT&T MEXICO”) and TELÉFONOS DE MÉXICO, S.A.B DE C.V., a corporation duly organized under the laws of the United Mexican States, with its principal place of business at Parque Via 198-10 floor, Colonia Cuauhtémoc, 06599 Mexico City (hereinafter “TELMEX”), (each a “Party” and , collectively the “Parties”).

WITNESSETH:

WHEREAS, AT&T MEXICO and TELMEX entered into that certain Management Services Agreement dated January 2, 2001 (as amended, the “MSA”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the MSA; and

WHEREAS, the Parties acknowledge that any future work provided by AT&T MEXICO relating to TELMEX of a nature that was within the scope of the MSA may instead be governed by the terms and conditions of the Management Services Agreement between AT&T MEXICO and América Móvil, S.A.B. de C.V. dated as of February 27, 2002, as amended (the “AMX MSA”) (it being understood that TELMEX is now an América Móvil Subsidiary, as that term is defined in the AMX MSA); and

WHEREAS, AT&T MEXICO AND TELMEX desire to terminate the MSA, as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter se forth, the Parties hereto hereby agree as follows:

th

th

1. Termination of the MSA. Effective upon the Termination Date, the MSA is hereby terminated; provided, however, that the confidentiality obligations and those other obligations under the MSA which by their nature or as specifically provided for in the MSA would continue beyond such termination shall survive such termination.

2. Counterparts. This Termination Agreement may be executed in one or more counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

3. Governing Law. This Termination Agreement shall be governed by and construed in accordance with the laws of Mexico City, without respect to its conflicts of law principles.

IN WITNESS WHEREOF, each of the Parties has caused this Termination Agreement to be signed and delivered by its duly authorized officer as of the date first above written. AT&T MEXICO, INC. TELÉFONOS DE MEXICO, S.A.B. DE C.V.

By: Michael Bowling By: Hector Slim SeadePresident AT&T MEXICO, INC. Director General