##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2007

Commission file number:
333-11084





Alestra, S. de R.L. de C.V.

(Exact
name of Registrant as specified in its charter)





ALESTRA

(Translation of Registrants name into English)





United Mexican States

(Jurisdiction of incorporation or organization)

Ave. Lázaro Cárdenas No. 2321, 9th Floor

Col. Residencial San Agustín

Garza García N.L. 66260 México

(Address of principal executive offices)





Securities registered or to
be registered pursuant to Section 12(b) of the Act: none

Securities registered or to be registered pursuant to
Section 12(g) of the Act: none

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

8% Senior Notes due 2010

(Title of Class)





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:
none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.    Yes  x    No   ̈.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.     ̈  Large accelerated filer     ̈  Accelerated filer    x  Non-accelerated filer

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17   ̈    Item 18  x

If this is an annual report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x.









---

##### Table of Contents

TABLE OF CONTENTS



|                                                                                       |  |    
|-------------------------------------------------------------------------------------- |  | ---
|Cautionary statement on forward-looking statements                                     |  | 1  
|                                                                                       | 
|Item 1. Identity of Directors, Senior Management and Advisers.                         |  | 2  
|                                                                                       | 
|Item 2. Offer Statistics and Expected Timetable.                                       |  | 2  
|                                                                                       | 
|Item 3. Key Information.                                                               |  | 2  
|                                                                                       | 
|Item 4. Information on the Company.                                                    |  | 11 
|                                                                                       | 
|Item 4A. Unresolved Staff Comments                                                     |  | 33 
|                                                                                       | 
|Item 5. Operating and Financial Review and Prospects.                                  |  | 33 
|                                                                                       | 
|Item 6. Directors, Senior Management and Employees.                                    |  | 48 
|                                                                                       | 
|Item 7. Major shareholders and related party transactions                              |  | 52 
|                                                                                       | 
|Item 8. Financial Information.                                                         |  | 53 
|                                                                                       | 
|Item 9. The Offer and Listing.                                                         |  | 53 
|                                                                                       | 
|Item 10. Additional Information.                                                       |  | 53 
|                                                                                       | 
|Item 11. Quantitative and Qualitative Disclosures About Market Risk.                   |  | 62 
|                                                                                       | 
|Item 12. Description of Securities Other Than Equity Securities.                       |  | 63 
|                                                                                       | 
|Item 13. Defaults, Dividend Arrearages and Delinquencies.                              |  | 64 
|                                                                                       | 
|Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. |  | 64 
|                                                                                       | 
|Item 15. Controls and Procedures.                                                      |  | 64 
|                                                                                       | 
|Item 16. Reserved.                                                                     |  | 65 
|                                                                                       | 
|Item 16A through 16E                                                                   |  | 65 
|                                                                                       | 
|Item 17. and 18. Financial Statements.                                                 |  | 66 
|                                                                                       | 
|Item 19. Exhibits.                                                                     |  | 66 
|                                                                                       | 
|Index to the Financial Statements                                                      |  | F-1



---

##### Table of Contents

In this annual report,unless the context otherwise requires,the termswe, us, our, our companyandourselvesmean Alestra,S. de R.L. de C.V. and its subsidiarie, Servicios Alestra, S.A. de C.V.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This annual report includes or incorporates
forward-looking statements, which include statements with respect to our plans, strategies, beliefs and other statements that are not historical facts. These statements are based on our managements assumptions and beliefs in light of the
information currently available to them. These assumptions and beliefs include information concerning us and the Mexican economy and telecommunications industry.

The assumptions also involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied
by such forward-looking statements. Potential risks and uncertainties include, without limitation:



| |  |  | the competitive nature of providing long distance, data and internet and local services;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | our ability to service our debt;
| | - |  | --------------------------------



| |  |  | limitations on our access to sources of financing on competitive terms;
| | - |  | -----------------------------------------------------------------------



| |  |  | significant economic or political developments in Mexico and the U.S.;
| | - |  | ----------------------------------------------------------------------



| |  |  | changes in our regulatory environment, particularly changes to the regulation of the telecommunications industry;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | our need for substantial capital;
| | - |  | ---------------------------------



| |  |  | general economic conditions in the U.S. and Mexico;
| | - |  | ---------------------------------------------------



| |  |  | performance of financial markets and our ability to refinance our financial obligations when they come due;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | the risks associated with our ability to implement our growth strategy;
| | - |  | -----------------------------------------------------------------------



| |  |  | technological innovations;
| | - |  | --------------------------



| |  |  | interest rate levels;
| | - |  | ---------------------



| |  |  | currency exchange rates, including the Mexican Peso  U.S. dollar exchange rate;
| | - |  | --------------------------------------------------------------------------------



| |  |  | changes in our costs of doing business, including but not limited to costs associated with billing and collection, marketing and sales, and personnel training and
travel expenses; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in the policies of central banks and/or foreign governments.
| | - |  | --------------------------------------------------------------------

Other matters set forth in this annual report may also cause actual results in the future to differ materially from those described in the
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this annual report might not occur. See Item 5, Operating and Financial Review and Prospects.



1



---

##### Table of Contents

PART I



|Item 1. | Identity of Directors, Senior Management and Advisers.
|------- | ------------------------------------------------------

Not applicable.



|Item 2. | Offer Statistics and Expected Timetable.
|------- | ----------------------------------------

Not
applicable.



|Item 3. | Key Information.
|------- | ----------------

A. Selected Financial Data

The following tables set forth summary historical financial data for Alestra and its consolidated subsidiary. The financial
information presented as of and for the fiscal years ended December 31, 2005, 2006 and 2007 was derived from our audited consolidated financial statements included elsewhere in this annual report. The financial information presented as of and
for the fiscal years ended December 31, 2003 and 2004 was derived from our audited financial statements that are not included in this annual report.

The consolidated financial statements have been prepared in accordance with the Mexican Financial Reporting Standards (Mexican FRS), which differ in certain significant respects from accounting principles
generally accepted in the United States (U.S. GAAP). Note 17 to the consolidated financial statements provides information relating to the nature and effect of such differences, as they relate to us, and provides a reconciliation to U.S.
GAAP of net income and total stockholders equity.

Mexican FRS also requires that all financial information be presented in constant
Pesos (having the same purchasing power for each period indicated taking into account inflation) as of the date of the most recent balance sheet. Accordingly, all of the financial information included in this annual report is presented in constant
Pesos as of December 31, 2007, unless otherwise noted. See Note 2-b to our audited financial statements. Although the restatement of nominal Peso amounts into constant Peso amounts lessens the distorting effect that inflation has on comparisons
of financial statements over time, this restatement does not wholly eliminate those distortions, and evaluation of period-to-period trends may be difficult. References in this annual report to amounts in nominal Pesos are to Pesos that
have not been adjusted for inflation.

The following data should be read in conjunction with, and is qualified in its entirety by reference
to, the Operating and Financial Review and Prospects and our financial statements, including the notes thereto, included elsewhere in this annual report.



|                                                     |  |                                                     |   |  |        |   |  |        |   |  |        |   |  |        |  
|---------------------------------------------------- |  | --------------------------------------------------- | - |  | ------ | - |  | ------ | - |  | ------ | - |  | ------ | -
|                                                     |  | As of and for the year ended December 31,           |  
|                                                     |  | 2003                                                |   |  | 2004   |   |  | 2005   |   |  | 2006   |   |  | 2007   |  
|                                                     |  | (in millions of constant Pesos as of December 2007) |  
|STATEMENT OF INCOME                                  |  |                                                     |   |  |        |   |  |        |   |  |        |   |  |        |  
|Mexican FRS:                                         |  |                                                     |   |  |        |   |  |        |   |  |        |   |  |        |  
|Revenues:                                            |  |                                                     |   |  |        |   |  |        |   |  |        |   |  |        |  
|Long distance services                               |  | 4,952                                               |   |  | 3,627  |   |  | 2,327  |   |  | 2,189  |   |  | 2,415  |  
|Data, internet and local services                    |  | 1,529                                               |   |  | 1,803  |   |  | 2,068  |   |  | 2,346  |   |  | 2,641  |  
|                                                     |  |                                                     |   |  |        |   |  |        |   |  |        |   |  |        |  
|Total                                                |  | 6,481                                               |   |  | 5,430  |   |  | 4,395  |   |  | 4,535  |   |  | 5,056  |  
|Cost of services (excluding depreciation):           |  |                                                     |   |  |        |   |  |        |   |  |        |   |  |        |  
|Long distance services                               |  | (2,992                                              | ) |  | (2,192 | ) |  | (1,139 | ) |  | (1,121 | ) |  | (1,460 | )
|Data, internet and local services                    |  | (365                                                | ) |  | (426   | ) |  | (524   | ) |  | (608   | ) |  | (758   | )
|                                                     |  |                                                     |   |  |        |   |  |        |   |  |        |   |  |        |  
|Total                                                |  | (3,357                                              | ) |  | (2,618 | ) |  | (1,663 | ) |  | (1,729 | ) |  | (2,218 | )
|Administration, selling and other operating expenses |  | (1,734                                              | ) |  | (1,591 | ) |  | (1,525 | ) |  | (1,536 | ) |  | (1,513 | )
|Depreciation and amortization                        |  | (1,044                                              | ) |  | (1,019 | ) |  | (1,016 | ) |  | (1,084 | ) |  | (870   | )
|Operating income                                     |  | 346                                                 |   |  | 202    |   |  | 191    |   |  | 186    |   |  | 455    |  



2



---

##### Table of Contents

|                                                |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|----------------------------------------------- |  | -------------------------------------------------- | - |  | ------ | - |  | ------ | - |  | ------ | - |  | ------ | -
|                                                |  | As of and for the year ended December 31,          |  
|                                                |  | 2003                                               |   |  | 2004   |   |  | 2005   |   |  | 2006   |   |  | 2007   |  
|                                                |  | (in millions of constant Pesos as of December2007) |  
|Comprehensive financial result (1)              |  | (1,156                                             | ) |  | (260   | ) |  | (116   | ) |  | (293   | ) |  | (179   | )
|Other income ( expenses) (6)                    |  | 1,884                                              |   |  | (31    | ) |  | (20    | ) |  | (16    | ) |  | 1      |  
|Asset tax                                       |  | (4                                                 | ) |  | (4     | ) |  | (3     | ) |  | (3     | ) |  | (3     | )
|Deferred income tax                             |  |                                                   |   |  |       |   |  |       |   |  |       |   |  | (86    | )
|Net income (loss)                               |  | 1,071                                              |   |  | (93    | ) |  | 52     |   |  | (123   | ) |  | 188    |  
|                                                |  |                                                    |   |  |       
|U.S. GAAP: (2)                                  |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Revenues:                                       |  | 6,482                                              |   |  | 5,431  |   |  | 4,395  |   |  | 4,536  |   |  | 5,056  |  
|Cost of services (excluding depreciation):      |  | (3,358                                             | ) |  | (2,619 | ) |  | (1,663 | ) |  | (1,729 | ) |  | (2,218 | )
|Depreciation and amortization                   |  | (825                                               | ) |  | (875   | ) |  | (893   | ) |  | (977   | ) |  | (945   | )
|Operating (loss) income                         |  | (494                                               | ) |  | 347    |   |  | 292    |   |  | 294    |   |  | 379    |  
|Comprehensive financial result                  |  | (1,030                                             | ) |  | 35     |   |  | 188    |   |  | (2     | ) |  | 87     |  
|Net (loss) income                               |  | (574                                               | ) |  | 342    |   |  | 461    |   |  | 301    |   |  | 299    |  
|                                                |  |                                                    |   |  |       
|BALANCE SHEET                                   |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Mexican FRS:                                    |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Cash and cash equivalents                       |  | 481                                                |   |  | 708    |   |  | 993    |   |  | 745    |   |  | 283    |  
|Trade receivables, net                          |  | 552                                                |   |  | 403    |   |  | 382    |   |  | 406    |   |  | 472    |  
|Property and equipment, net                     |  | 6,629                                              |   |  | 6,297  |   |  | 5,657  |   |  | 5,243  |   |  | 5,103  |  
|Other assets                                    |  | 1,457                                              |   |  | 1,226  |   |  | 1,076  |   |  | 864    |   |  | 686    |  
|                                                |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Total assets                                    |  | 9,119                                              |   |  | 8,634  |   |  | 8,108  |   |  | 7,258  |   |  | 6,544  |  
|Senior notes                                    |  | 5,106                                              |   |  | 4,866  |   |  | 4,408  |   |  | 3,211  |   |  | 2,581  |  
|Bank loans, notes payable and capital leases    |  | 154                                                |   |  | 72     |   |  | 84     |   |  | 608    |   |  | 393    |  
|                                                |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Total debt                                      |  | 5,260                                              |   |  | 4,938  |   |  | 4,492  |   |  | 3,818  |   |  | 2,974  |  
|Accounts payable                                |  | 533                                                |   |  | 560    |   |  | 762    |   |  | 587    |   |  | 399    |  
|Other payables                                  |  | 444                                                |   |  | 384    |   |  | 310    |   |  | 460    |   |  | 487    |  
|Deferred income tax                             |  |                                                   |   |  |       |   |  |       |   |  |       |   |  | 86     |  
|                                                |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Total liabilities                               |  | 6,237                                              |   |  | 5,882  |   |  | 5,563  |   |  | 4,866  |   |  | 3,946  |  
|Contributed stock                               |  | 1,395                                              |   |  | 1,395  |   |  | 1,395  |   |  | 1,395  |   |  | 1,395  |  
|Retained earnings                               |  | 1,488                                              |   |  | 1,357  |   |  | 1,152  |   |  | 997    |   |  | 1,203  |  
|                                                |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Total stockholders equity                      |  | 2,882                                              |   |  | 2,752  |   |  | 2,546  |   |  | 2,393  |   |  | 2,598  |  
|                                                |  |                                                    |   |  |       
|U.S. GAAP: (2)                                  |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Property and equipment, net                     |  | 6,979                                              |   |  | 6,575  |   |  | 6,122  |   |  | 5,586  |   |  | 5,290  |  
|Total assets                                    |  | 8,711                                              |   |  | 8,401  |   |  | 8,237  |   |  | 7,597  |   |  | 6,800  |  
|Total stockholders equity                      |  | 681                                                |   |  | 1,023  |   |  | 1,481  |   |  | 1,779  |   |  | 2,075  |  
|                                                |  |                                                    |   |  |       
|CASH FLOW DATA:                                 |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Resources provided by (used in) (3)             |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Mexican FRS:                                    |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Operating activities                            |  | 581                                                |   |  | 1,022  |   |  | 1,122  |   |  | 1,065  |   |  | 997    |  
|Investing activities                            |  | (289                                               | ) |  | (447   | ) |  | (337   | ) |  | (503   | ) |  | (610   | )
|Financing activities                            |  | 1                                                  |   |  | (351   | ) |  | (499   | ) |  | (810   | ) |  | (850   | )
|U.S. GAAP: (2)                                  |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Operating activities                            |  | 459                                                |   |  | 637    |   |  | 804    |   |  | 1,008  |   |  | 807    |  
|Investing activities                            |  | (289                                               | ) |  | (355   | ) |  | (435   | ) |  | (631   | ) |  | (573   | )
|Financing activities                            |  | (232                                               | ) |  | (77    | ) |  | (105   | ) |  | (587   | ) |  | (669   | )
|                                                |  |                                                    |   |  |       
|OTHER FINANCIAL/OPERATING DATA:                 |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|(Unaudited):                                    |  |                                                    |   |  |        |   |  |        |   |  |        |   |  |        |  
|Capital expenditures (Mexican FRS)              |  | 323                                                |   |  | 469    |   |  | 368    |   |  | 363    |   |  | 460    |  
|Minutes of traffic, domestic long distance      |  | 1,671                                              |   |  | 1,479  |   |  | 1,628  |   |  | 1,994  |   |  | 1,879  |  
|Minutes of traffic, international long distance |  | 1,893                                              |   |  | 2,060  |   |  | 2,362  |   |  | 2,197  |   |  | 1,392  |  
|Employees(4)                                    |  | 1,876                                              |   |  | 1,952  |   |  | 1,933  |   |  | 1,899  |   |  | 1902   |  
|Residential lines(5)                            |  | 468                                                |   |  | 400    |   |  | 371    |   |  | 327    |   |  | 285    |  
|Business lines(5)                               |  | 80                                                 |   |  | 80     |   |  | 68     |   |  | 65     |   |  | 77     |  



3



---

##### Table of Contents



|(1) | Includes interest expense, interest income, net exchange gain (loss) and net gain from monetary position.
|--- | ---------------------------------------------------------------------------------------------------------

|(2) | See note 17 to our year-end financial statements.
|--- | -------------------------------------------------

|(3) | Under Mexican FRS, the sources and uses of resources are determined based upon the differences between beginning and ending financial statement balances in Mexican Pesos of constant
purchasing power. In addition, they include certain non-cash items such as monetary gains and losses and unrealized foreign currency translation gains and losses, which are eliminated in the cash flows presented under U.S. GAAP.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Actual number of employees, not in millions.
|--- | --------------------------------------------

|(5) | In thousands, not millions.
|--- | ---------------------------

|(6) | In accordance with Mexican FRS as required by NIF B-3 and INIF 4  Presentation of Employee Statutory Profit-Sharing in the Income Statement, beginning on January 1,
2007, employee statutory profit-sharing and special items are presented in other income (expenses), net. For comparability purposes, the financial information for the years ended December 31, 2007, 2006 and 2005 in the table above also reflects
statutory employee profit sharing and special item in other income (expenses), net.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Exchange Rate Information

The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rate for the purchase and sale of U.S. dollars
(presented in each case as the average between such purchase and sale rates), as provided by The Federal Reserve Bank of New York expressed in nominal Pesos per U.S. dollar.



|               |  |                                   |  |       |  |            |  |          
|-------------- |  | --------------------------------- |  | ----- |  | ---------- |  | ---------
|               |  | Noon Buying Rate(Peso per Dollar)
|Year           |  | High                              |  | Low   |  | Average(1) |  | PeriodEnd
|2003           |  | 11.41                             |  | 10.11 |  | 10.85      |  | 11.24    
|2004           |  | 11.64                             |  | 10.81 |  | 11.31      |  | 11.15    
|2005           |  | 11.41                             |  | 10.41 |  | 10.87      |  | 10.63    
|2006           |  | 11.46                             |  | 10.43 |  | 10.90      |  | 10.80    
|2007           |  | 11.27                             |  | 10.67 |  | 10.93      |  | 10.92    
|               |  |                                   |  |      
|Month          |  |                                   |  |       |  |            |  |          
|September 2007 |  | 10.92                             |  | 10.80 |  | 10.85      |  | 10.91    
|October 2007   |  | 11.00                             |  | 10.67 |  | 10.88      |  | 10.67    
|November 2007  |  | 10.91                             |  | 10.70 |  | 10.82      |  | 10.91    
|December 2007  |  | 11.15                             |  | 10.93 |  | 11.03      |  | 11.03    
|January 2008   |  | 10.97                             |  | 10.82 |  | 10.91      |  | 10.93    
|February 2008  |  | 10.82                             |  | 10.67 |  | 10.77      |  | 10.79    



|(1) | Average of month-end rates.
|--- | ---------------------------

On March 31, 2008 the
noon buying rate as provided by The Federal Reserve Bank of New York was Ps. 10.6300 per 1.00 U.S. dollar.

B. Capitalization and
Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.



4



---

##### Table of Contents

D. Risk Factors

Factors Relating to Us

As a result of a high level of competition and an oversupply of fiber
optic capacity, the average price of our long distance services has declined significantly, and may continue to decline, further reducing our revenues.

We are dependent on domestic and international long distance services, which accounted for 47.8% of our revenues in 2007, 48.3% of our revenues in 2006 and 53.0% of our revenues in 2005. Average prices for domestic
long distance calls in Mexico declined more than 78% in real terms from December 1996 to December 2007. Since there is an oversupply of fiber optic capacity, our competitors can increase their long distance traffic volumes without incurring any
significant costs other than those related to the acquisition of customers. If our competitors continue to attempt to increase market share by reducing the price they charge for long distance calls, we expect that our revenues will continue to
decrease as our customers switch to our competitors, or as we are forced to reduce our rates to remain competitive. Our revenues from long distance services may continue to decline as a result of severe competition and the oversupply of fiber optic
capacity.

Our ability to generate positive cash flow will depend on our ability to successfully compete in the local, data and
internet services market in Mexico.

As a result of our decreasing revenues from long distance services and the uncertainty
resulting from the expiration in August of 2004 of the proportionate return system for calculating and allocating revenues relating to incoming international long distance minutes, we have been refocusing our resources and marketing efforts on
capturing future growth in local, data, packet switching and internet services in Mexico. This strategy poses many risks, including but not limited to:



| |  |  | the continuous, rapid and significant changes in technology and new products in the data and internet services market;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | the high level of capital expenditures required to provide data and internet services to business customers and to keep abreast of technological change;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the highly competitive nature of the data and internet services market;
| | - |  | -----------------------------------------------------------------------



| |  |  | the superior competitive position of some of our competitors, including Teléfonos de México S.A.B. de C.V. (Telmex), which is the dominant
provider of telecommunications services in Mexico and who may be better positioned to offer business clients, our primary target market, bundled data and voice services at lower prices;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the limited number of high-usage customers in Mexico;
| | - |  | -----------------------------------------------------



| |  |  | the limited flexibility of the telecommunications regulatory framework to address technological change;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | new competition from cable TV and terrestrial microwave TV providers, who have been authorized by the Secretaría de Comunicaciones y Transportes (the
SCT), to provide data voice services and internet broadband services to the Mexican public; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the introduction of WiFi/WiMax technology in Mexico, of which Telmex is the main provider, which could allow Telmex to capture even more of the broadband services
market and more spectrum in case the regulator decides to auction available frequencies in the 3.5 GHz band without certain limitations to those who already have spectrum.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Competition in the data and internet services market has significantly increased as our competitors, including Telmex and Axtel, S.A. de C.V.
(Axtel), among others, have also faced decreasing margins from voice services



5



---

##### Table of Contents

and shifted their focus to data and internet services. If we are unsuccessful in our strategy of focusing on the data and internet services market in Mexico,
and are unable to obtain the benefits of these higher-margin businesses, our financial results will be materially and adversely impacted and our ability to service our obligations under our senior notes will be severely impaired.

Historically, we have relied on the use of the AT&T service mark together with our new Alestra registered service mark to market all of our
services to our customers; however, under our amended Service Mark License Agreement, our ability to use the AT&T brand name and service mark is limited and we have to rely on the Alestra brand name and service mark.

Commencing on November 18, 2007, we began solely using the Alestra brand to market our services in Mexico and stopped using the AT&T mark and
logo in all of our materials. We are only able to use the AT&T name as a tag line below our Alestra mark. Pursuant to our agreement with AT&T Inc. (AT&T), we will cease using the AT&T name as a tag line by
November 18, 2008. We are permitted to use the AT&T Global Services phrase for the limited purpose of providing AT&T Global Services within Mexico on a nonexclusive basis until June 2010. As a result of these brand changes we have had
to rely on our own brand and marketing to sell our services.

Developing the Alestra brand and service marks has been subject to numerous
risks, and we may not be successful in positioning our new brand and service marks. These risks include:



| |  |  | We may not be able to develop our new brand to replace the AT&T brand which could directly and adversely impact our ability to retain customers, to maintain
sales and acquire new customers.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The market and our customers may perceive that the change of our brand name will adversely impact the quality of our services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

We cannot predict whether we will be able to successfully continue to develop our own brand name and the results in using our own brand. If we are
unsuccessful in developing or positioning our own brand name, our financial condition would be adversely impacted.

Our equity
holders, AT&T and Onexa, may have differing interests.

AT&T Telecom Mexico Inc. (AT&T Mexico), is the
direct holder of AT&Ts equity interest in us. AT&T Mexico and Onexa S.A. de C.V. (Onexa) currently are able to elect all of our directors and are able to exercise control over our business, policies and affairs. AT&T
Mexico is able to elect four of our nine directors. AT&T is also the second largest shareholder of Telmex, our principal competitor, which may create conflicts of interest between AT&T on the one hand and Onexa or us on the other. The
failure of AT&T and Onexa to reach an agreement on how we operate our business or otherwise may delay or inhibit us from exercising our business strategy.

As a result of technological advances and regulatory changes, we may face additional competition in the future from new market participants, which may result in lower prices for telecommunication services, less
margins, and/or a loss of market share.

As a result of technological advances and regulatory changes, cable network operators and
Voice over Internet Protocol (VoIP), providers entered the Mexican telecommunications market with bundled and convergent offers, increasing the level of competition. Several cable network providers have requested from the SCT to amend
their concession titles to allow them to offer telephone services directly to the public. So far, the SCT has passed a resolution that will allow the cable network operators to provide voice services, as well as telecommunications entrants to offer
video services and these same services may be authorized to the incumbent operator under particular conditions. Also the SCT has granted several concession titles to offer telephone service to cable networks operators under the procedure of the
Ley Federal de Telecomunicaciónes (the Federal Telecommunications Law).

In addition, since the SCT has not been
able to enforce regulations to stop the illegal provision of VoIP services by entities without a concession title, several international VoIP providers have begun to target the Mexican telecommunications market to illegally offer telephone services
through the Internet. Separately, as a result of the



6



---

##### Table of Contents

World Trade Organization settlement between Mexico and the United States regarding the disputes over the U.S. telecommunication companies access to the
Mexican telecom market, on August 12, 2005, the Comisión Federal de Telecomunicaciones (Cofetel) published regulations authorizing the issuance of permits for the resale of national and international long distance
public switched telecommunications services, through the use of minutes acquired from concessionaires and using their infrastructure at all times.

Additionally, during 2008 the SCT is considering the auctioning of the 1850-1910/1930-1990 MHz., 3400-3700 MHz.and 1710-1770/2110-2170 MHz spectrum segments that could open the market to new concessionaires and technologies, such as WiMax,
that could also compete with the services we provide.

The Mexican telecommunications market is already a highly competitive market
characterized by declining prices and reduced margins, and if new market participant were to enter the market, it may result in price wars as Telmex, the current de facto significant market power player, attempts to maintain its dominant market
position. If there are further declines in the price of telecommunication services in Mexico, we may be forced to competitively react to those price declines, lowering our margins, or risk losing additional market share, which would adversely affect
our operating results and financial position.

Our ability to generate sufficient revenues to ensure our viability is partly
dependent on factors beyond our control.

Our ability to generate sufficient revenues depends on our ability to attract and retain
customers. This in turn depends on our ability to penetrate our target markets and to maintain competitive prices. In addition, the development of our business is affected by factors which are outside of our control, including:



| |  |  | general economic conditions in Mexico, the United States and the rest of the world;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | international long distance settlement rates;
| | - |  | ---------------------------------------------



| |  |  | the development and effects of Mexicos telecommunications regulatory environment;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | anti-competitive practices by our competitors;
| | - |  | ----------------------------------------------



| |  |  | the growth of the telecommunications market in Mexico;
| | - |  | ------------------------------------------------------



| |  |  | the availability, quality and cost offered to customers of competing services; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | churn rates and customer attrition.
| | - |  | -----------------------------------

Technological advances may require us to make significant expenditures to maintain and improve the competitiveness of our service offerings.

The telecommunications industry is subject to continuous, rapid and significant changes in technology and introductions of new products and services. These include evolving industry standards, ongoing improvements in
the capacity and quality of digital technology, shorter development cycles for new products, enhancements and changes in end-user needs and preferences, and continuing developments of alternative technologies in mobile and fixed-line telephony,
high-speed data communications, satellite direct services and internet services. We expect that new services and technologies applicable to our market will continue to emerge and we cannot predict the effect of technological changes on our business.
For example, we believe that the Internet will represent an increasingly important medium for voice communication and may displace traditional long distance services, which represent an important part of our business. It may not be practical or
cost-effective for us to replace or upgrade our installed technologies in response to our competitors actions. Our competitors may implement superior new technologies, allowing them to provide lower priced or higher quality services than we
do. Any such new service offerings may:



| |  |  | adversely affect our competitive position;
| | - |  | ------------------------------------------



| |  |  | render certain of our current businesses obsolete; or
| | - |  | -----------------------------------------------------



7



---

##### Table of Contents

| |  |  | require significant capital expenditures for which we may be unable to obtain additional financing.
| | - |  | ---------------------------------------------------------------------------------------------------

Telmex dominates the telecommunications market in Mexico, and we depend on Telmex for interconnection.

Telmex exerts significant influence on all aspects of the telecommunications market in Mexico, including interconnection, on which we depend to service
most of our customers. Telmex is well capitalized and has substantially greater financial, technical and marketing resources, larger customer bases and more established relationships in the telecommunications industry than we do. With these
advantages, and as the dominant provider of telecommunications services in Mexico, Telmex has a significant competitive advantage over us. Furthermore, although not allowed by its concessions, under the Federal Telecommunications Law, which was
enacted in 1995, Telmex may be able to subsidize its long distance and data and internet services with revenues obtained from its local services. If Telmex were to engage in price squeezing or predatory pricing, we would be unable to competitively
price our services and could experience significant loss in market share and revenues.

Because we use Telmexs networks to provide
services to the vast majority of our own customers, we are therefore dependent upon Telmex to meet certain telecommunications needs of our customers and to maintain our service standards. In addition, because Telmex is the dominant provider of local
services, almost all of our customers also maintain an ongoing relationship with Telmex. We may not be able to obtain the services we require from Telmex at rates, and on terms and conditions, that permit us to offer services at rates that are both
profitable and competitive, or even at the same quality or price that Telmex or its subsidiary enterprises offer themselves. In the past, we have experienced difficulties in obtaining high quality, reliable and reasonably priced services from
Telmex.

Our telecommunications network infrastructure is the source of nearly all of our revenues.

Our network is the source of nearly all of our revenues. If our network suffered technical problems or damage, our ability to provide telecommunications
services to our customers would be impaired, which could cause us to lose customers and thus adversely impact our revenues. While to date we have not experienced any serious technical problems or damage, we have lowered our projected capital
expenditures for future upgrades, which could adversely impact the quality and reliability of our network.

You probably will not be
able to effect service of process in the United States upon our officers or our Mexican directors.

We are a Mexican company and
most of our directors, all of our officers, and all of our assets are located in Mexico. As a result, you probably will not be able to effect service of process on our Mexican directors or our officers in the United States, and you will probably
need to effect service of process on them in Mexico. Additionally, it may be difficult to enforce any actions against us, our Mexican directors or officers outside of Mexico.

Factors Relating to the Mexican Regulatory Environment

We operate in a highly regulated
industry which is currently experiencing broad-based regulatory changes.

Throughout our existence, the operation of
telecommunications systems in Mexico has been subject to laws and regulations administered by the SCT and Cofetel. However, certain important aspects of the Federal Telecommunications Law were revised and amended by the Mexican Congress in 2006.
Some of the provisions of the law were revised and declared unconstitutional by our Supreme Court of Justice, as a consequence of the legal action filed by deputies and senators in the Mexican Congress.Some of the provisions of the law were revised
and declared unconstitutional by our Supreme Court of Justice, as a consequence of the legal action filed by representatives and senators in the Mexican Congress.

The provisions of the law changed the designation and Cofetel structure, service convergence policies, the attribution and allocation of the spectrum for telecommunications and TV and radio broadcast rules, among
others. We cannot foresee how the SCT or Cofetel will interpret and implement the new federal telecommunications law and the effects it will have on our business. Also, in 2006 the SCT revised and passed a resolution on service convergence, to allow
telecommunications and cable networks to offer triple play service (voice, data and video



8



---

##### Table of Contents

services). The same resolution also established obligations related to number portability and interconnection between networks. During 2007 Cofetel issued
the rules for the implementation of the number portability in 2008. We cannot predict the effects of the new regulation on our networks. This uncertainty on the application of the federal telecommunications law, the convergence resolution and the
number portability rules could adversely affect our business and subject us to additional legal liability or obligations.

In addition,
under the new federal telecommunications law, Cofetel must amend its operating rules. The amendment reorganizes and redistributes resources in Cofetel which could affect concession title granting, spectrum policy, broadcasting regulation and
international matters, among other issues. We cannot predict how these new rules could affect our business.

The SCT is also considering
the auctioning of the 1850-1910/1930-1990 MHz, 3400-3700 MHz, and 1710-1770/2110-2170 MHz spectrum segments, which could open the market to new concessionaires and technologies, such as WiMax, that could also compete with the services we provide. We
cannot predict the outcome of any such auction.

In addition to the foregoing, several key provisions of the Mexican Antitrust Law (Ley
Federal de Competencia Económica) have also been recently revised and declared unconstitutional by our Supreme Court of Justice, thereby limiting the ability of the Mexican Antitrust Commissions ability to obtain information for the
analysis of dominant carrier status and antritrust practices.

Our results of operations and ability to meet our dollar-denominated
obligations are affected by reductions of international settlement rates.

Our revenues from international long distance service
reflect amounts earned from our customers and our proportion of all settlement payments received from foreign carriers, as well as other international non direct-dialed calls. A portion of all settlement revenues from foreign carriers is paid in
U.S. dollars and accounted for 20.6% of our total revenues in 2005, 17.1% in 2006 and 16.6% in 2007. Settlement agreements, principally with AT&T, govern our payment rates to foreign carriers for the use of their facilities in interconnecting
international calls billed in Mexico and the rates foreign carriers must pay to use our facilities for interconnecting calls billed abroad, but terminating in Mexico.

Since 1997, the international settlement rates applicable to U.S.-originated international calls have been decreasing and may decrease further. Most of our traffic exchanged with foreign carriers in 2006 and 2007 was
traffic originated in the United States. Therefore, such reduction has adversely affected our results. Any further reduction in international settlement rates attributable to U.S.-originated international calls would result in a further decrease in
dollar-denominated settlement amounts payable to us by U.S. carriers. If our dollar-denominated revenues decrease and we do not experience an offsetting increase in volume, we may be unable to meet our dollar-denominated debt and other obligations
without incurring exchange risk.

Restrictions on foreign ownership may impair our ability to raise equity capital and limit our
growth.

Under the Federal Telecommunications Law and the Ley de Inversión Extranjera(the Foreign Investment
Law), no more than 49% of the voting equity of a Mexican corporation holding a concession to provide fixed-line telecommunications services may be held by non-Mexican nationals. AT&T Mexico, which owns 49% of our equity, is deemed a
non-Mexican national for purposes of the Foreign Investment Law. Absent revisions to the Foreign Investment Law, future sales of equity securities to non-Mexicans would involve securities with limited voting rights or would require a proportional
purchase of voting stock by Mexican nationals. These restrictions limit our ability to raise equity capital which could be used to implement our business plan and grow our business.

Our public telecommunications network concession and wireless concessions are subject to revocation in several circumstances.

The Federal Telecommunications Law provides that each of our concessions will terminate upon certain circumstances including:



| |  |  | our resignation;
| | - |  | ----------------



9



---

##### Table of Contents

| |  |  | its revocation;
| | - |  | ---------------



| |  |  | governmental taking;
| | - |  | --------------------



| |  |  | maturity of the concessions; or
| | - |  | -------------------------------



| |  |  | liquidation or bankruptcy.
| | - |  | --------------------------

If we
are unable to operate our network, we will not be able to generate any revenues.

We are subject to different corporate disclosure
and accounting standards than U.S. companies.

As a foreign private issuer, investors may not be able to obtain as much
publicly-available information about us as they would about U.S. issuers of publicly traded securities. In addition, we prepare our financial statements in accordance with Mexican FRS, which differs from U.S. GAAP in certain significant respects.
Therefore, potential investors may not be able to easily ascertain the risks facing us as they would if we were a U.S. company. See Note 17 to our consolidated financial statements for a description of the principal differences between Mexican FRS
and U.S. GAAP applicable to us.

Factors Relating to Mexico

Downturns in the Mexican economy adversely affect us.

The majority of our customers are
Mexican companies or individuals and all of our operations and the vast majority of our assets are located in Mexico. For these reasons, our operations, results and financial condition are dependent upon the level of economic activity in Mexico.
Telecommunications traffic in Mexico and our revenues are highly affected by the level of economic activity in Mexico and the general purchasing power of individuals and companies. Any future downturns in the Mexican economy would adversely affect
our operating results and financial condition.

Currency devaluations may impair our ability to service our debt.

Changes in the value of the Peso relative to the U.S. dollar have adversely affected and may continue to adversely affect our financial condition and
results of operations. For example, the 4.9% currency appreciation of the Peso against the U.S. dollar that occurred in 2005 generated an exchange gain of Ps. 206.3 million, the 1.5% currency devaluation of the Peso against the U.S. dollar that
occurred in 2006 resulted in an exchange loss of Ps. 48.9 million, and the 0.1% currency appreciation of the Peso against the U.S. dollar that occurred in 2007 resulted in an exchange loss of Ps. 2.2 million. All of our indebtedness and a
portion of our trade payables are denominated in U.S. dollars, while a majority of our revenues and operating expenses are denominated in Pesos.

Exchange controls may impair our ability to obtain U.S. dollars to make U.S. dollar-denominated payments.

The
Mexican economy has suffered current account balance of payment deficits and shortages in foreign exchange reserves in the past. The Mexican government may restrict the ability of Mexican or foreign persons or entities to convert Pesos into U.S.
dollars or other currencies. The Mexican government has instituted restrictive exchange control policies in the past. The imposition of such a policy in the future may impair our ability to obtain imported goods and to meet our obligations requiring
payments in foreign currency, including our senior notes.

An increase in inflation may increase our operating costs but not our
revenues.

High levels of inflation would cause our operating costs to increase while the rates we charge for our services, due to
the competitive environment and regulatory structure, might not. Most of our operating expenses are based



10



---

##### Table of Contents

on short-term contracts which may be subject to inflationary pressures, while the rates we charge our business customers for long distance and local service
are either fixed by long-term contract, limited by the Federal Telecommunications Law, or effectively limited by the competitive nature of the market in which Telmex, with dominant market share, is able to set an effective cap on the prices at which
we can sell our services. During most of the 1980s and during 1995, Mexico experienced periods of very high levels of inflation. Inflation has led to high interest rates, devaluations of the Peso and, during the 1980s, substantial government
controls over exchange rates and prices. Any return to prior high rates of inflation could adversely affect our operating results and financial condition.

Political developments in Mexico may adversely affect us.

The Mexican government has
exercised, and continues to exercise, significant influence over the Mexican economy and the Mexican telecommunications market. Mexican governmental action concerning the economy, state-owned enterprises and the Mexican telecommunications industry
could have a significant impact on us.

Although the Mexican government has pursued policies of economic liberalization and deregulation in
the Mexican economy and in the Mexican telecommunications industry in the past decade, a significant change in those policies may hurt business and economic conditions in Mexico in general and our business in particular. If there were instability or
a market failure in the Mexican telecommunications industry, the Mexican government could reverse its economic policies of liberalization in the Mexican telecommunications market. Since we are a competitive provider of telecommunications services in
Mexico, we believe that any reversal of the Mexican liberalization policies in the Mexican telecommunications market would restrict our ability to expand our market share in voice communications services or the largely unregulated data and internet
services market. We believe that this reversal would favor our principal competitor, Telmex. We do not have and do not intend to obtain political risk insurance.



|Item 4. | Information on the Company.
|------- | ---------------------------

A. History and
development of the company

Our legal and commercial name is Alestra, S. de R.L. de C.V. We were incorporated on October 13,
1995. We are a sociedad de responsabilidad limitada de capital variable (limited liability variable capital company) organized under the laws of Mexico for a term of 99 years. Our principal executive office is located at Avenida Lázaro
Cárdenas No.2321, Piso 9, Col. Residencial San Agustín, San Pedro Garza García, N.L. 66260, México and our telephone number is 011-5281-8625-2200. Our authorized representative in the United States is Puglisi &
Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, U.S.A. Puglisi & Associates phone number is (302) 738-6680.

We are a leading provider of competitive telecommunications services in Mexico that we market under the Alestra brand and carry on our own network. We offer domestic and international long distance services, data and
internet services and local services. We are owned 49% by AT&T Mexico, a wholly owned subsidiary of AT&T Inc., and 51% by Onexa, a corporation owned by Alfa S.A.B. de C.V. (Alfa).

On October 18, 2007, Onexas shareholders entered into an agreement to merge with Alfa. This merger is conditioned on Mexican governmental
approval and will be effective on March 31, 2008. From the effective date of the merger, Alfa will be the direct shareholder of Alestra.

Beginning in 1997, following the deregulation of the Mexican telecommunications industry, we began the rollout and expansion of our domestic and international long distance services, and as of December 31, 2007, we have invested more
than Ps. 7,861.0 million in the construction of our telecommunications network. Our telecommunications network interconnects with 199 cities throughout Mexico and consists of over 6,101 km. of high-capacity fiber optic lines that connect
metropolitan areas, of which over 1,084 km. of fiber optic lines are in metropolitan areas, and five high-capacity fiber optic lines that cross the U.S. and Mexican border.

We also have wireless concessions to provide point-to-point connectivity nationwide and point-to-multipoint connectivity primarily in Mexico City,
Guadalajara, Monterrey and surrounding regions. We began providing data services to our customers in May 1997 and internet services in July 1998. We began providing local services in



11



---

##### Table of Contents

Mexico City, Monterrey and Guadalajara in January 2001 and have since expanded our service to other cities. In recent years, we have provided a significant
and growing portion of our services to multinational and domestic businesses.

In response to the amendment to the Service Mark License
Agreement, which phased out our ability to use the AT&T service mark beginning on November 17, 2007, we began developing our own service mark in April 2006. Before we developed our own service mark, we marked all of our services under the
AT&T service mark.

We operate our business under the Federal Telecommunications Law, which was enacted in 1995.

Our revenues were Ps. 4,395.3 million in 2005, Ps. 4,535.6 million in 2006 and Ps. 5,056.0 million in 2007. Under Mexican FRS, we had a
net income of Ps. 52.2 million in 2005, a net loss of Ps. 123.6 million in 2006 and a net income of Ps. 188.0 million in 2007. Under U.S. GAAP, we had a net income of Ps. 460.8 million in 2005, a net income of Ps.
300.6 million in 2006 and a net income of Ps. 299.0 million in 2007.

Capital expenditures

During the past three years, we have concentrated our investments in last mile access
for new customers and new services. Our capital expenditures for 2005, 2006 and 2007 amounted to Ps. 368 million, Ps. 363 million and Ps. 460 million respectively. In January and February of 2008 we have invested US$5.3
million, also primarily to provide last mile access. All of our investments are made in Mexico. We do not expect that any single capital
expenditure in 2008 will have a material impact on our operations or financial results.

We believe that our cash flow from our operations
is sufficient to fund our capital expenditures and servicing of our short term debt in 2008. Our estimated payment according to our 2008 annual budget is US$764.2 million.

For a discussion of our capital expenditures, see Item 5, Operating and Financial Review and Prospects Liquidity and capital
resources.

B. Business overview

Summary of Material Licenses

Service mark

During 2007 we launched the use of the commercial brand name Alestra together with the AT&T brand, through a campaign consisting of mass
media advertising activities (including TV, billboards, magazines, radio, etc.) to allow a transition from the AT&T brand to the Alestra brand commencing in November 2007. At the same time, we stopped using the AT&T mark and logo in all of
our materials, except as a tag line below our Alestra mark.

Pursuant to our agreement with AT&T, we must cease using the AT&T name
as a tag line by November 18, 2008. After that date, we are permitted to use the AT&T Global Services phrase for the limited purpose of providing AT&T Global Services within Mexico on a nonexclusive basis until June 2010. See Risk
Factors  Historically, we have relied on the use of the AT&T service mark together with our new Alestra registered service mark to market all of our services to our customers; however, under our amended Service Mark License Agreement, our
ability to use the AT&T brand name and service mark is limited and we have to rely on the Alestra brand name and service mark.

Our operations

Our revenue growth has come from traditional data services and new Internet Protocol
(IP)-based solutions, such as Convergence Services.



12



---

##### Table of Contents

Data and Convergence Services

Our convergence services are grouped into four main managed services portfolios:

1. Managed Connectivity

These
services provide organizations with the widest portfolio of connectivity services, from a simple Internet access connection to a managed Virtual Private Network (VPN) infrastructure.



| |  |  | Internet Solutions. For our business customers we offer dedicated high capacity Internet access. In addition, we offer transport services and internet
dial-up ports wholesale to internet service providers requiring connectivity to the Internet in Mexico and worldwide. We also offer as an internet service provider dial-up access, ADSL access, and email services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | VPN Solutions. To permit a select group of computers to communicate directly each other, irrespective of their physical location within a network we offer
VPN Solutions. VPN uses a public data network to transport private data reliably and securely. It is virtual because it appears to the user as a genuine private network. We offer several features including remote access to allow connectivity to a
dedicated VPN, a VPN Port in our own data center and the maintenance of servers, applications and resources as part of the customers VPN network.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ethernet Solutions. This service provides connectivity between two or more sites with high bandwidth capabilities and the Ethernet technology advantages of
high speed, reliability and time reduction for provisioning and changing bandwidth capacity. We offer this service in Mexico City, Monterrey and Guadalajara.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2. Managed Unified Communication

Through this service, we empower businesses to access the cost and productivity savings of having voice, data and video over IP.



| |  |  | IP Communications. IP Communications service is delivered on a high-speed network that integrates data, voice, and video. Businesses can realize significant
cost savings with the reduction of toll, long-distance, and maintenance charges. The complexities of network performance are managed and monitored by our technicians 24 hours a day to allow businesses to focus on their core competencies and
strategic requirements.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Collaboration.This service is a collected set of tools that allows two or more users to interact, meet, share information and collaborate over the internet
in real time.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Instant Messaging. This service allows the sending of a short text message from a computer to a user.
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | Conferencing. This service creates a simultaneous working session of three or more participants using audio and video.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

3. Managed Security

We believe that
these services provide the most comprehensive portfolio of managed security services in the Mexican market.



| |  |  | CALMA. This portfolio includes several security solutions in order to protect our customers data from external threats from Internet and internal
risks. These services include among others the definition of firewall platforms to denied access to resources, content filtering and antivirus software.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | VAS. Our Vulnerability Assessment (VAS) service is a network discovery and scanning service in which we provide feedback based on the outcome of
the assessment that will allow the customer to prioritize its network protection requirements by defining rules and policies based on the importance of the different assets analyzed.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



---

##### Table of Contents

| |  |  | Internet Protect. This is an information service provided by AT&T regarding network internet, application and protocol security. The customer receives
access to a special portal where the customer can download information, papers and studies regarding network security.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4. Managed Data Center

Services provide the security, resilience and environmental integrity expected for the applications
and data required to run a business.



| |  |  | Dedicated Servers.This service provides for the rental and exclusive use of a high-performance server, related software and connection to the Internet or
VPN access.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Co-location Service.This service offers secure, cost-effective and reliable accommodation space in our own data center for other companies servers and
equipment.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Data Storage. Through this service we handle large quantities of valuable data and offer our clients fast recoverability.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

Our Data Services Include:



| |  |  | Direct access: For operating legacy networks and Next Generation IP Networks, we offer reliable, secure and high quality dedicated access lines from customers
premises to our network. We provide this connection depending on the customers needs and revenue potential through a wireless solution, a fiber optics connection or using the services of alternate access providers.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | AT&T Global Services.To meet all of the global or international needs, we are part of the AT&T Global Network (AGN). This gives us an
active role in serving all Multinational Accounts requirements in Mexico by providing
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Enhanced Virtual Private Network (EVPN)
| | - |  | -----------------------------------------



| |  |  | International Packet Service (IPS)
| | - |  | ------------------------------------



| |  |  | Global Managed Internet Services (GMIS)
| | - |  | -----------------------------------------



| |  |  | AT&T Virtual Private Network (AVPN)
| | - |  | -------------------------------------

A full set of capabilities are provided through this Global Network with the same quality and experience of this service worldwide.



14



---

##### Table of Contents

| |  |  | Domestic and North American High Capacity Digital Private Lines (E3/T3 to STM1). This service allows customers to set up high speed dedicated circuits
between two or more of the customers offices in Mexico or between two or more of the customers offices in Mexico and the U.S. to satisfy their communication and transmission needs for large volumes of data. Customers may also choose
Domestic and North American Low Capacity Digital Private Lines (64 kbps to 2,048 kbps) for smaller data volumes. North American services may be contracted under a bilateral or a Full Channel scheme which allows the customer to manage a single point
of contact for ordering, provisioning, billing and fault management.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Switched digital services. For some business applications where private line services might not be cost effective or appropriate, we offer switched digital
circuits on demand to customers who require digital links, variable bandwidth and multiple endpoint connectivity at increments of 56/64 Kbps channels (Ix64). This service is suitable for videoconferencing, document, video and audio distribution,
voice/data/video integration, distance learning and telemedicine, remote access to corporate resources, bulk data transfer, peak period overflow and dial back-up.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alestra frame relay. Frame relay is an information transportation service based on packet switching technology, which has been designed to increase the
efficiency of data transportation between remote localities needing to exchange large amounts of information at high transmission speeds and to optimize the bandwidth used. Frame relay also provides transparency to any application, low latency and
mesh connectivity. The service is available to establish domestic and international circuits under a bilateral or End-to-End scheme jointly with AT&T. Through our AT&T frame relay anywhere, users can access their corporate data network from
remote sites through a telephone connection using the Alestra Frame Relay network.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alestra End to End ATM.Asynchronous Transfer Mode (ATM) is a high performance technology that allows the transmission of various types of
applications, such as voice, data and video, using the same means of transmission. We offer different Classes of Service (CoS) for those applications, allowing the customers to utilize a common network platform to satisfy all their
telecommunication needs, and to assign a different priority to each type of traffic or application.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Global switched digital service. This service enables customers to originate and receive switched data calls. It also offers a wide array of business
applications, such as linking a business network with other networks for video, voice and data transmissions, remote WAN/LAN computer networks, back-up lines during peak hours, digital fax and high fidelity audio for radio broadcasting.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Voice Over Internet Protocol (VoIP) service.
| | - |  | ----------------------------------------------

Our MasterNet service, based on VoIP technology, enables customers to make unlimited local and international phone calls at the same time they are using
a broadband internet service. The VoIP service uses the Internet as a transmission device for telephone calls. Using the IP protocol through data packets, enables a connection to the public telephone network.

Domestic and international long distance voice service

Our basic service, the Servicio Alestra de Larga Distancia, provides a telephone connection that enables business and residential customers to place domestic and international long distance calls to every
country and region in the world. This service covers both sent-paid and collect calls to certain countries and destinations. We also provide international switched transit services, which is traffic that does not terminate in our network, to other
international carriers.

As part of our service to our domestic and international long distance customers, we offer advanced voice
services. Our advanced voice services are comprised of the following:



| |  |  | Operator services,home country direct services,calling card services and 800 services.We offer a full range of bilingual operator
assistance, direct connections between customers abroad and Mexico, calling cards services and toll free services.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



---

##### Table of Contents

| |  |  | Virtual network services. To our business customers, we offer the Aria VNS Red Privada Virtual (Aria VNS), a virtual network system that permits
the configuration of tailored, private corporate voice networks. This service provides most of the advantages of a private network (i.e. call screening, overflows, flexible routing, authorization codes and private dialing plans) without the
corresponding maintenance and operation costs.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Global virtual network services. This service is an extension of Aria VNS domestic service which offers the possibility of interconnecting virtual private
networks for multinational or large national clients in Mexico or the United States with affiliates in Mexico or the United States.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Global Conference Service. This service is a reservationless call service that enables callers to create private group conference calls without making
reservations or using operators. Users of this service can access the conferencing platform Worldwide using the toll free numbers available in more than 80 countries or through the Internet. There are available several advanced features, including,
on line conferencing management and reservation, audio conferencing recording, and on line document sharing tool.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Local service

Our local service offers the enterprise market a direct connection to the public switched telephone network
(PSTN), enabling local, cellular, long distance or operator assisted calls. Service is available in 21 cities: Mexico City, Monterrey, Guadalajara, Aguascalientes, Cd. Juárez, León, Puebla, Querétaro, San Luis
Potosí, Saltillo, Toluca, Torreón, Tijuana, Nuevo Laredo, Matamoros, Reynosa, Morelia, Chihuahua, Pachuca, Celaya and Cuernavaca. Our management expects that our local service will continue to grow based on increased business customer
demand.

Local service revenues consist of a fixed monthly rate that includes the rent of the access facilities and a number logged to the
PSTN, and additional charges per call on calls to fixed local numbers and per minute on calls to mobile phones.

There are several
alternatives of local service depending on the customers needs:

Smart iPhone:This service is a fully integrated VoIP solution
based on a hosted PBX platform that enables customers to interconnect different branches. This solution provides customers with telephone equipment and virtual PBX features like voice mail, web call control, remote office, four digit dialing between
customer premises and unified messaging among other traditional PBX functionalities. We offer this service in the three main cities: Mexico City, Monterrey and Guadalajara.

Enlace Digital:This commercial program, offers digital trunks to connect our customer switchboard directly to our network, thereby enabling
local, cellular, long distance or operator assisted calls. There are two types of signals that Alestra Enlace Digital supports: CAS-R2 and ISDN PRI. This service can be offered through digital radio waves or fiber optic lines and is currently
available in the 22 cities of coverage.

Línea Empresarial:This commercial program provides local, long distance, cellular,
800 numbers and operator calls, using Plain Old Telephone Services (POTS) lines. The telephone service is provided by a wireless technology that offers the customer the chance to integrate data, voice and internet solutions on one
platform. We offer this commercial plan in Mexico City, Monterrey, Guadalajara, Toluca, Saltillo and Reynosa.

Enlace Total
Multiserviciocommercial program provides local, long distance, cellular, 800 number, operator assistance calls and dedicated Internet in a complete bundle offer using IP technology through a common dedicated IP access. We offer this commercial
plan in the 22 cities of coverage.

Information Security

We have an Information Security Area with the goal of protecting our network and clients from growing Information Technology threats and complying with
new local regulations related to Information Security.



16



---

##### Table of Contents

This area has developed several processes that for each of our services, implement security controls to
protect the integrity, confidentiality and availability of those services.

In 2007, we obtained the standard ISO27001 certification on
Information Security, becoming the first Mexican telecommunication company to receive this recognition.

In 2007, we launched several
services offering Information Security best practices and technologies to protect the information assets of the customers, such as SOC (Security Operations Center). We will continue developing more Information Security Services in 2008.

Pricing and promotions

Our
pricing for voice and data services offered to business and residential segments varies depending on customer needs. Our business pricing strategy is based on voice, data and internet bundled offers. The commercial programs are tailored to offer
value-added business solutions through telecommunications integrated services according to the customers needs. For the residential segment, there are several plans for our long distance service, including 800s numbers and dialing cards;
for our masternet service, which offers local service through internet (VoIP); and for our internet services (broadband or dial-up). All of our plans are tailored to the customers calling patterns, and are designed to capture and retain long
distance customers. We believe that our prices are competitive with, and our promotions similar to those of our major competitors, Telmex and Axtel. We generally price our long distance services slightly below Telmexs prices and we are highly
competitive with Axtel.

Our marketing

By building brand name awareness and increasing our customer base and customer retention, we have developed a comprehensive marketing plan that is designed to increase revenue and to obtain profitability. We have
designed our sales and marketing strategy to attract existing Telmex customers and to encourage customers of Axtel and other carriers to switch to us, as well as to entice new customers created by the growing demand for telecommunications services
in Mexico. We have adopted a segmented marketing approach that distinguishes between business customers and residential customers and further distinguishes within those segments in terms of usage and type of customer.

Business Customers. We have national market coverage through our presence in different cities: 199 for long distance service, 50 for VPN, 26 for
data/Internet and 22 for local service. We have nearly 400 sales, marketing and e-business professionals dedicated to identifying, attracting and retaining business customers. We also have a Value Added Reseller (VAR) program that
incorporates more than 200 agents with more than 950 account executives, extending our presence to 80 cities. In addition to basic services, we offer to business customers a variety of advanced voice and data services to increase revenues per
customer and reduce customer churn. We also deliver customized bundled offers, including the key services and value-added features such as fraud control and reports-on-demand. We mainly target four groups of business customers:



| |  |  | Multinational Corporations and Maquiladoras. We benefit from AT&Ts extensive relationships with multinational corporations, many of whom operate
maquiladorafacilities near the U.S.-Mexico border. Our account executives manage these important relationships with multinational corporations in conjunction with AT&T global and national account managers, both pre-and post-sale, by
offering a seamless international product portfolio.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Large and Affiliate Mexican Corporations. We characterize large corporations as our top 500 national accounts. Affiliates include corporations such as Alfa
and their subsidiaries and related entities, with whom we or our shareholders are or have been affiliated. We actively market to these entities and have been successful in attracting these companies as customers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Small and Medium-Sized Businesses. Small and medium-sized businesses include those that generate monthly billings of between Ps. 2,500 and Ps. 100,000. Small
and medium-sized businesses represent the largest part of our business segment in terms of number of accounts and volume. We believe that in most cases these companies are underserved by Telmex and that we can help them become up to date on the
latest telecommunication technology.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



---

##### Table of Contents

| |  |  | Wholesale Services. We believe that our state-of-the-art broadband network infrastructure positions us to be a leading provider of wholesale services to
other telecommunications, cable TV and data communications carriers. While such services are typically provided at a low rate per minute, the incremental cost is minimal. This allows us to earn revenues from the excess capacity on our fixed-cost
network infrastructure. Examples of wholesale customers include other competitive long distance carriers, wireless carriers and internet service providers.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We also target some other important sectors, such as government, call centers and hotel chains, providing to each of these sectors distinctive bundle
offers which we develop to meet the customers specific telecommunications service needs.

Residential Customers. Our
residential marketing strategy is to target high-usage individuals and distinguish ourselves from other carriers by offering customized services. High-usage individuals tend to be professional or affluent individuals. Depending on their monthly
usage, customers are classified as bronze, silver, gold or platinum. Benefits such as immediate customer service and personalized analysis and advice with respect to calling plans are given to customers based on their classification.

Advertising and Public Relations. We believe that effective advertising stimulates demand for our services. We advertise using television,
billboards, radio, Internet, newspapers and specialized business periodicals as well as direct marketing campaigns. In addition, in the past we have also sponsored sports events and teams, educational programs and cultural activities. We believe
that building credibility  as an ignition element for any communication, before demand stimulation  is essential to ensure a solid brand reputation and the trust necessary to place our services in the Mexican market. In this respect, our
public relations efforts create an informed opinion among third parties (journalists, leaders of public opinion, government officials, business partners, the financial community, consumers, etc.) in order to multiply messages regarding the promotion
of advanced telecommunications solutions and consultancy aimed at sales activities. During 2007, we launched the use of the commercial brand name Alestra together with the AT&T brand, through a campaign consisting of mass media
advertising activities (including TV, billboards, magazines and radio) in order to allow a swift transition from the AT&T to the Alestra brand. We will continue with our advertising activities to increase the Alestra brand recognition.

Sales and distribution

Direct sales for business customers.We maintain 22 independent sales offices throughout Mexico, including the key cities of Mexico City, Monterrey and Guadalajara. Our sales force is highly qualified (both bicultural and bilingual)
and knowledgeable about our services. We believe that the training of our sales force will be an important factor in our success. When marketing our services, our sales force places special emphasis on the quality of our network and our customer
service capabilities. Our direct sales force is compensated with salaries, as well as commissions and bonuses. Our independent telemarketing representatives are compensated with negotiated fees.

We believe that the focused approach of our direct sales force favorably distinguishes us from Telmex, Axtel and other telecom providers in Mexico. Sales
managers each manage sales representatives and account executives, who specifically focus on existing and potential accounts within a particular region. Our direct sales force has access to technical personnel for sales support services. We are able
to provide our sales force with weekly sales information, and we track the sales of each of our departments against the objectives for each customer segment and account.

Another key aspect on which we focus is our customers experience after signing the contract, but before the service is rendered; we believe that it is critical to our marketing success that we maintain a
constant communication with our customers after our contracts are signed. For the post-sale experience, we have created a service center organized in tiers with dedicated resources for platinum and gold accounts plus a well-managed customer care
organization for mid-size businesses.

Telemarketing. For the residential segment, we use a focused telemarketing effort. Our
telemarketing representatives call high usage residential accounts based on information in our database and other sources. Our customer representatives emphasize the quality of our customer service and our network, as well as any promotions that we
are offering at that time. Currently, we rely on in-house telemarketing efforts and employ in-house



18



---

##### Table of Contents

telemarketing representatives and contract with third parties for the services of additional telemarketing representatives for special campaigns. These
representatives make outgoing telemarketing calls, while our customer care representatives handle inbound customer inquiries.

Customer service

We have been able to distinguish ourselves from our main competitors, Telmex and Axtel, by offering
superior customer service. We conduct a survey of our Mexican customers in different market segments on a periodic basis. The survey has consistently indicated that our services are perceived as having higher value than those of our competitors. Our
last survey was conducted in December 2007. By achieving a level of customer service superior to that of our competitors, we believe that we are able to attract new customers. We have two main customer service centers, one for business customers and
the other for residential customers, which are designed to provide service and support for each one of our business units. We also have an operator service center to provide call processing assistance and directory assistance and two help desk
service centers to provide technical support, one for Internet and the other for e-services (web hosting). All of our service centers operate 24 hours a day, 7 days a week.

At our customer service centers and help desk our representatives receive approximately 120,000 calls per month. They handle product and general service
inquiries, billing inquiries, fault reports and technical support. Around 60,000 additional calls per month are handled by an Interactive Voice Response system for residential customers only.

In addition, our business customer service center is periodically evaluated through a system of quality metrics that indicates the satisfaction level of
our customers. This shows how satisfied or unsatisfied our customers are with our service, which allows us to apply corrective measures immediately to make improvements. The indicator for the last six months of 2007 was 97.19% of satisfied clients
among our top customers.

Our operator services center receives a monthly average of 68,000 calls. These calls consist of customers
requiring person to person or station to station calls, including collect calls, as well as assistance with calling cards, directory assistance and other services.

Our service centers seek high customer satisfaction by providing ongoing training to our customer service representatives and management staff and by
keeping services on a level comparable with world-class centers.

Customer activation, billing and collection policies

Activation. At the time a salesperson receives an order for service, the information provided by the prospective customer is
checked against our internal customer database and a third-party database to which all carriers provide information operated by the verification company. We ascertain whether a prospective customer has amounts due over 30 days and over Ps. 150. If
the customers credit history is in good standing, a representative from the verification company, a third-party verification entity, is connected into the call to verify the customers order. We believe that this system of third-party
verification, which was implemented in February 1998, has significantly reduced slamming practices in Mexico and reduced churn caused by payment failure.

Billing. Currently, we use an integrated/convergent billing system that includes network and customer support capabilities. Our customers are billed monthly, and we split our customer billing into 14 billing
cycles. Also, we have installed a state-of-the-art customer care and billing system, which includes, among other features, enhanced call center support for activities such as e-commerce, rapid development and deployment of any new service that we
may add in the future, automated customer request tracking, bundling and integration of multiple data and voice services. We use a fraud management system that allows our fraud center to detect and prevent unauthorized use of our network through the
use of programs that monitor and identify unusual activity. In addition, the fraud center uses an application developed to detect and analyze fraudulent cases using different profile solutions and statistical, financial, payment history, billing,
traffic, and customer information.

Collection. Bills for residential customers may be paid in cash at one of 7,047 bank branches,
or one of more than 7,140 supermarkets, convenience stores, and public telegraph offices. We give customers the option to charge the invoice balance to credit card or checking accounts. Bills for business customers may be paid in cash at banks or
with electronic funds transfer. There is no seasonality in our collection.



19



---

##### Table of Contents

Our collection efforts include personal calls to the customer, voice messages, past due electronic or
physical mailed notices and door-to-door collection, depending on the past due amount showed and the length of time that the account is overdue.

Additional efforts according to certain criteria include partial or complete restriction of the service, external collection agency assignment and legal proceedings.

Sales and revenue by category of activity and geographical markets

See Item 5, Operating and Financial Review and Prospects.

Competition

Our main competitors have switched their focus from the long distance market to
value-added services.

As of 2006, the SCT has granted concessions to approximately 33 long distance telecommunications companies and
resellers. Approximately nineteen long distance concessionaires are offering commercial long distance service in Mexico; however Telmex is still the most relevant competitor in this service. Competition has increased throughout the
telecommunications market, as a result of the liberalization process, the new rules for reselling, the adoption of new technologies and substitute services like Voice over IP and Mobile. Pyramid Research statistics indicate the average revenue per
minute for domestic long distance has declined in real terms by approximately 40% from 2002 to 2007 as a result of competition. VoIP adoption is under introduction phase enabled by broadband access and its penetration is still low.

Long Distance now is an element of a package of services offered to most of the participants. Package offers have contributed to price decreases in the
market.

In the local voice market, the entrance of portability will become an incentive to retain or obtain clients and a potential
differentiator in terms of quality of service for the market, and could increase competition in this market segment.

In the consumer
market, cable operators are entering into the voice market, increasing the level of competition in this segment; at the same time, new opportunities for value-added services like VoIP and other services over broadband access are available.

Internet broadband continues expanding at high rates where subscribers grew from 2.6 million in 2006 to 4.2 million in 2007 and
penetration reached 4.2%, which, according to Organización para la Cooperación y el Desarrollo Económico (OCDE) statistics is still below that of developed countries. Broadband demand has impacted the internet
dial-up service market and has generated a fast migration to broadband services.

In Data and IP services, the amount of competitors is
limited due to capabilities and complexity. Only Telmex and Axtel can compete directly with us in the enterprise segment in these services.

The following paragraphs contain information of our main competitors obtained from the firm Pyramid Research: Communications Market 2006 and 2007, technology research firm Select website and our own estimates.

Telmex

Telmex, the former
government-controlled telecommunications monopoly, has historically dominated the Mexican telecommunications industry. In December 1990, the Mexican government officially began to liberalize the telecommunications industry by selling a controlling
portion of Telmexs equity. The Mexican government subsequently sold the balance of its holdings in Telmex.

At the same time it began
the privatization of Telmex in 1990, the Mexican government amended Telmexs concession for the provision of public, local and domestic and international long distance service throughout Mexico. Telmex was also granted an exclusivity period of
six years in order to make the transition to competition in the long distance market. In August of 1996, the exclusivity period expired and the Mexican long distance telecommunications industry was officially opened to competition, although Telmex
was not required to interconnect new carriers networks to its own networks until January 1, 1997.



20



---

##### Table of Contents

Telmex is the biggest competitor in the Mexican industry. It has participated in all fixed telecom
services, with a substantial market share in each of them. Telmex has leveraged into their nationwide coverage, the broad last-mile access network, where Telmex has retained total control. According to Pyramid Research, Telmexs share was
approximately 92% in the local lines market and approximately 80% in the long distance market in minutes.

Telmexs broadband ADSL
service reached approximately 2.9 million subscribers at the end of 2007 while its internet dial-up customer base fell to 0.4 million subscribers by the end of 2007.

In value-added internet services, Telmex made an alliance with Microsoft Corporation in 2000, launching the T1MSN portal and changing its brand to
Prodigy. Additionally, its hosting service called Triara merged with the Prodigy services portfolio. By the end of the third quarter of 2007, according to the technology research firm Select, Telmex had a 68% market share of both broadband and
internet dial-up subscribers.

In the core data services market, Telmex has leveraged on its local coverage to become the market leader in
private lines and frame relay services. According to Select, Telmex data market share is estimated at 60% in terms of revenues.

Axtel

Axtel, S.A. de C.V. (Axtel) is a fixed wireless company founded in 1994. Axtel has several nationwide wireless spectrums:
60 MHz at 10.5 GHz for point-to- multipoint access, 112 MHz at 15 GHz for point-to-point backhaul access, 100 MHz at 23 GHz for point-to-point last-mile access and 50 MHz at 3.4 GHz for fixed wireless access, the last one being the most used for its
current local service. Its network includes 26 cities with local service at the end of 2007. In the fourth quarter of 2006 Axtel acquired Avantel, S. de R.L. de C.V. (Avantel) for US$500 million. This acquisition increased Axtels
market position in the small and medium businesses segment and also enhanced its service portfolio in the large corporate segment with Avantels services portfolio. In 2007, Axtel launched its pre-WiMax service.

As a result of the acquisition of Avantel, Axtel has increased its market share in Local lines to 4.5%, in domestic long distance to 10% and 20% in data
and internet private circuit markets according to Select.

Telefónica

Telefónica Data de México S.A. (Telefónica), following its expansion strategy in Latin America, has acquired several
telecommunications service providers in Mexico. In 1999 Telefónica acquired Infosel a part of Terra Networks México, S.A. de C.V (Terra), and adopted the Terra brand name for its internet and information services. Terra had
128,000 internet dial-up accounts in 2002, but its business declined to approximately 75,000 accounts as of June 30, 2004, according to Telefónicas reports, and it exited the dial-up business at the end of 2004 by entering into an
alliance with us in which its dial-up customers were absorbed. Terra repositioned its strategy aiming to content services, e-commerce, broadband content, and internet advertising business through the Terra portal.

At the beginning of 2000, Telefónica acquired Optel Mexicana, S.A. de C.V. (Optel). Optel specializes in X.25, frame relay and
dedicated internet services. This acquisition has allowed Telefónica to enter into the business data market and introduce its brand name Telefónica Data. Telefónica also developed new features for its data service
and enhanced its network with dark fiber contracts with Marcatel, S.A. de C.V. (Marcatel) to increase the coverage of service. Telefónica also has fixed local and long distance concessions competing with us in the Mexican market.

Since 2005, Telefónica Móviles México S.A. de C.V. (Telefónica Móviles México), a
subsidiary of Telefónica, focused strongly on mobile telephone services and deployed an aggressive commercial strategy against Radiomóvil Dipsa, S.A. de C.V. (Telcel). By the end of the fourth quarter of 2007,
Telefónica Móviles México reached approximately 12.5 million active customers, according to its public reports.



21



---

##### Table of Contents

Other Competitors

Our other competitors in voice and data markets are Radiomóvil Dipsa, S.A .de C.V. (Telcel), Marcatel, Operadora Protel, S.A. de C.V., Iusacell-Unefon, S.A. de C.V., Nextel Mexico S de R.L. and
Maxcom Telecomunicaciones, S.A. de C.V.

Regulatory framework and bodies

Telecommunications services in Mexico are governed by the Federal Telecommunications Law, the Ley de Vías Generales de Comunicaciónenacted in 1940, the Reglamento de Telecomunicacionesenacted in 1990, certain rules promulgated under the Federal Telecommunications Law and international trade agreements entered into by Mexico and the World Trade Organization
(together, the Telecommunications Regulations). The Telecommunications Regulations define the regulatory structure applicable nationwide to the telecommunications infrastructure and the supply of telecommunications services. They govern,
among other things, applications to install, maintain and operate telecommunications networks, the establishment of technical standards for the provision of telecommunications services, and the granting, revocation and modification of concessions
and permits.

The SCT and the Mexican Congress unsuccessfully attempted during 2003, 2004 and 2005 to reach consensus with the industry in
order to pass a new communications bill. However, in April 2006, a new federal telecommunications law, approved by the House of Representatives in December 2005, was approved by senators in the Mexican Congress taking immediate effect. As a
consequence of the new law, all of Cofetels commissioners were replaced, TV broadcasters were allowed to offer telecommunications services and Cofetels powers were increased in order to regulate broadcasting and telecom services.

The SCT is the government agency responsible for regulating telecommunications services and was the exclusive authority until August 1996,
when the Mexican government established Cofetel. Cofetel is a specialized regulatory agency within the SCT, which based on the new federal telecommunications law consists of five commissioners appointed by the President and approved by the Congress,
created to enforce the Federal Telecommunications Law and to implement the necessary regulatory framework to guarantee fair, nondiscriminatory and lawful competition among telecommunication services providers in Mexico.

Cofetel and the SCT have the power to monitor our compliance with the telecommunications public network concession and our wireless concessions. The SCT
delegated to Cofetel many of its powers and obligations under the Telecommunications Regulations.

The SCT has retained the authority to
grant all concessions and permits as well as to impose fines. Cofetel makes recommendations to the SCT on major issues, such as spectrum allocation and granting of new concessions and permits, imposition of fines and revocation of concession title,
however, the SCT has the final decision-making power on these issues.

Under the existing Federal Telecommunications Law, registration
before Cofetel is the sole requirement to provide value-added services. Cofetel is currently primarily responsible for, among other things:



| |  |  | issuing secondary regulations applicable to the telecommunications industry, including determining the specific obligations of the dominant carrier;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | recommending the granting, amendment, extension, assignment and revocation of concessions and permits;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | supervising telecommunications service providers;
| | - |  | -------------------------------------------------



| |  |  | resolving any differences among concessionaires in interconnection negotiations;
| | - |  | --------------------------------------------------------------------------------



| |  |  | conducting public biddings and auctioning of spectrum;
| | - |  | ------------------------------------------------------



22



---

##### Table of Contents

| |  |  | administering the numbering resources, signaling protocols, Technical Plans and national numbering migrations;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | defining the different local service areas and mobile regions; and
| | - |  | ------------------------------------------------------------------



| |  |  | administering the Telecommunication Registry, where the rates for telecommunication services offered by the concessionaires are filed.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

The SCT and Cofetel have taken a number of steps to complete the regulatory framework for Mexican telecommunications, although significant issues
remain unresolved or are under judicial scrutiny.

The Telecommunications Regulations contain various provisions designed to increase
competition among providers of Mexican telecommunications services. In general, the SCT is authorized to grant concessions to other parties to provide any of the services provided by Telmex under its concession. In August 1996, the SCT opened the
Mexican market to competition for domestic and international long distance services.

The SCT issued the initial rules for the
interconnection of other carriers with Telmexs network in July 1994, specifying that, beginning on January 1, 1997 and before 2001, Telmex was obligated to provide interconnection points for 200 cities in accordance with a rollout
schedule (those local service areas were consolidated into 198 areas). After that, the rules also obligated Telmex to provide interconnection in all the cities of the country which have at least one switch with routing capability. Currently, Telmex
has provided interconnection points in 198 local service areas. However, no additional areas have been added, and Telmex has argued that there is no switch with routing capability left for the remaining 199 local service areas. However, as a result
of a consultation process within the industry, conducted during 2006, over the next years there could be further consolidation of local service areas that could result in a decrease of the 397 that currently exist.

In June 1996, the SCT released rules with respect to the provision of domestic long distance service, together with basic technical plans for numbering
and for signaling, that address a number of technical issues including several relating to the commencement of competition in long distance services. The long distance rules establish the general framework for competitive long distance services,
including rules regarding customer pre-selection of carriers, billing and collection. They also provide for certain consultation and information-sharing mechanisms among service providers and with the SCT.

In October 1997, Cofetel released rules regarding the provisioning of local service. Such rules, among other issues, focus principally on establishing
the mechanisms for interconnection, the interoperability of networks and the continuance of service, with non-discriminatory and registered tariffs. Additionally, the rules include access to the special codes, emergency numbers and database
directory services. The rules for local service also define the program for the local calling party pays service, some obligations for the dominant carrier in terms of information, tariffs and quality of service, and guidelines for the
consolidation of local service areas.

On August 11, 2004, the International Telecommunications Rules were issued by Cofetel. Under
these new rules the International Long Distance Rules establishing the proportionate return system were eliminated and the international settlement rates for terminating long distance calls became subject to free market rules. See
International Settlement in this Item.

On August 12, 2005, Cofetel published regulations authorizing the issuance of
permits for the resale of national and international long distance public switched telecommunications services subject to the use of capacity obtained from authorized concessionaires.

In addition, on January 2, 2006, Cofetel has amended its operating rules. The amendment reorganizes and redistributes resources in Cofetel which
could affect concession title granting, spectrum policy and international matters, among other issues.

In 2006 the SCT revised and passed
a resolution on service convergence, to allow telecommunications and cable networks to offer triple play service (voice, data and video services). The same resolution also established obligations related to number portability and
interconnection between networks. During 2007 Cofetel has issued the rules for the implementation of the number portability in 2008.



23



---

##### Table of Contents

Additionally, during 2008 Cofetel is considering the auctioning of the 1850-1910/1930-1990 MHz, 3400-3700
MHz, and 1710-1770/2110-2170 MHz spectrum segments, which could open the market to new concessionaires and technologies, such as WiMax, which could also compete with the services we provide.

Our concessions

Telecommunications public network concession. We obtained our telecommunications public network concession on December 6, 1995. Through this concession we are able to provide long distance telephone service; and by a later
amendment, since May 30, 2000 we have been able to provide local services in Mexico City, Monterrey, Guadalajara and later on other local service areas throughout the country. In accordance with the Federal Telecommunications Law, the term of
our telecommunications public network concession is 30 years. The term of our concession may be extended for a period equivalent to the initial term for which it was originally granted. The telecommunications public network concession specifies,
among other things:



| |  |  | the type of services we may provide under the concession (local and long distance);
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the geographical region in which we may provide the services;
| | - |  | -------------------------------------------------------------



| |  |  | the term of the concession; and
| | - |  | -------------------------------



| |  |  | other rights and obligations affecting us.
| | - |  | ------------------------------------------

Under the Federal Telecommunications Law and the Law of Foreign Investment, concessions may only be granted to Mexican individuals and to Mexican corporations whose foreign investment participation does not exceed 49% of the full voting
equity thereof or who are not otherwise controlled by non-Mexicans, except that, in the case of concessions for cellular communications services, foreign investment participation may exceed 49% of the equity thereof with the prior approval of the
Comisión Nacional de Inversiones Extranjeras(the National Commission of Foreign Investments). Furthermore, any attempted transfer or subscription of 10% or more of our equity (other than neutral equity) requires
notification and approval of the SCT and, if applicable, the Comisión Federal de Competencia(the Federal Competition Commission). Any equity transfers in violation of these ownership requirements will be invalid under
Mexican law.

The transfer of the telecommunications public network concession rights is subject to a three-year freeze, and such period is
calculated from the date of issuance of the concession. After such period elapses, the SCT, with the prior favorable opinion of the Federal Competition Commission, may authorize the proposed transfer under certain conditions.

Wireless concessions. In June 1998, the SCT granted us two 20 year point-to-point national wireless telecommunications concessions in the 15 and
23 GHz frequency bands, and in September of 1998, three 20 year point-to-multipoint wireless concessions in the 10.5 GHz frequency band covering the regions 4, 6 and 9. These regions comprise Mexico City and the states of Nuevo Leon, Coahuila,
Tamaulipas, Nayarit, Jalisco, Colima, Michoacan, Mexico, Hidalgo and Morelos (except for retained cities).

Under the 10.5 GHz concessions,
we were asked to provide by the end of September 2000 point-to-multipoint signal coverage to those municipalities or delegations where 30% of the total population in such regions resides. On July 14, 2000, we petitioned the SCT to allow us to
comply with such requirement a year after the original compliance period. On February 28, 2001, the SCT granted us an extension until August 27, 2001 to comply with such requirement. By August 27, 2001, we had installed 10.5 GHz sites
in regions 4, 6 and 9, which include the urban areas of Mexico City, Monterrey and Guadalajara. The authorities have been properly notified of our progress and compliance.

On July 19, 2002, we filed a report with Cofetel regarding the implementation of a 10.5 GHz point-to-multipoint radio base station in the city of
Morelia. With this infrastructure and the one discussed above, we fulfilled our commitments to provide signal coverage for 30% of the population residing in regions 4, 6 and 9.

Concession maintenance requirements. Our telecommunications public network concession and our wireless concessions may be terminated pursuant to
the Federal Telecommunications Law upon:



| |  |  | expiration of their terms;
| | - |  | --------------------------



24



---

##### Table of Contents

| |  |  | our resignation;
| | - |  | ----------------



| |  |  | their revocation;
| | - |  | -----------------



| |  |  | governmental taking; or
| | - |  | -----------------------



| |  |  | our liquidation or Mexican bankruptcy/liquidation (quiebra).
| | - |  | ------------------------------------------------------------

Our wireless concessions may also be revoked for the following reasons:



| |  |  | on public interest grounds;
| | - |  | ---------------------------



| |  |  | for national security reasons;
| | - |  | ------------------------------



| |  |  | for the introduction of new technologies;
| | - |  | -----------------------------------------



| |  |  | to solve interference problems; and
| | - |  | -----------------------------------



| |  |  | to fulfill international agreements and treaties subscribed to by the Mexican Federal Government.
| | - |  | -------------------------------------------------------------------------------------------------

In the event of our Mexican bankruptcy/liquidation our concession would be immediately terminated.

In addition, the Federal Telecommunications Law provides that our telecommunications public network concession and our wireless concessions may be
revoked by the SCT prior to the end of their terms under certain circumstances, including:



| | (1) | unauthorized or unjustified interruption of services;
| | --- | -----------------------------------------------------



| | (2) | taking of any action that impairs the rights of other concessionaires or permit holders;
| | --- | ----------------------------------------------------------------------------------------



| | (3) | failure to comply with the obligations or conditions specified in the telecommunications public network concession or wireless concessions;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | failure to provide interconnection services with other holders of telecommunications concessions and permits without just cause;
| | --- | --------------------------------------------------------------------------------------------------------------------------------



| | (5) | loss of our Mexican nationality;
| | --- | --------------------------------



| | (6) | unauthorized assignment, transfer or encumbrance of the telecommunications public network concession or wireless concessions;
| | --- | -----------------------------------------------------------------------------------------------------------------------------



| | (7) | failure to pay the Mexican government the fee for the telecommunications public network concession or wireless concessions; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------



| | (8) | failure to comply with the terms established by our concessions for a period of 180 days after the concessions were issued.
| | --- | ---------------------------------------------------------------------------------------------------------------------------

The SCT may only revoke a concession under the circumstances referred to in clauses (1), (2), (3) and (7) above after it has imposed sanctions
on at least three occasions on the concession holder, and the violation has recurred. In the events described under clauses (4), (5), (6) and (8) above, the revocation is immediate.

Moreover, our telecommunications public network concession requires us to meet specific geographic coverage targets and our wireless concessions require
us to meet certain buildup targets.

The Mexican government, through the SCT, may also temporarily seize all assets related to our
telecommunications public network concession or wireless concessions in the event of a natural disaster, war,



25



---

##### Table of Contents

significant public disturbance or threats to internal peace and for other reasons related to preserving public order and the national economy. Under Mexican
law, the government would be obligated to compensate us in the case of a statutory expropriation or temporary seizure, except in the event of war. If the Mexican government were to temporarily seize or expropriate our assets, it would have to
indemnify us for all direct losses and damages. In the case of an expropriation, appraisers would determine the amount of the compensation. If we disagreed with the appraisal amount, we could initiate judicial action against the government to
dispute such amount. Should no agreement be reached on the amount of the indemnity in the case of a seizure or expropriation, that determination would be made by an independent appraiser, who would be appointed by a competent court.

We consider that we are in compliance with all the requirements of SCT.

Local service

On October 15, 1999, we filed a petition with the SCT requesting an
amendment to our telecommunications public network concession in order to obtain authorization to provide local service in the local service areas that constitute the urban zones of the cities of Mexico City, Monterrey and Guadalajara. The
authorization was granted on May 30, 2000. Immediately after the amendment was granted, we began negotiations with Telmex for a local-to-local interconnection agreement. The negotiations were finished and the agreement was signed on
December 22, 2000. We began providing local service on December 29, 2000. As part of the concession we were exempted to offer carrier pre-selection for the long distance service for a period of five years beginning on the day in which
Alestra began to provide local service in a determined local service area.

During the first half of 2001, we entered into local-to-local
interconnection agreements with other local concessionaires, such as Axtel, SOS Telecomunicaciones, S.A. de C.V. (Iusacell), Operadora Unefon, S.A. de C.V., Telcel and Telefónica. Also during this period, we completed the
development of our 10.5 GHz point-to-multipoint microwave radio system network in the cities of Mexico City, Monterrey and Guadalajara, which is our main system for reaching the residential market. We will continue to expand our commercial market by
the introduction of local service using fiber-optic and point-to-point access to current and new clients.

In addition to the May 30,
2000 resolution that allowed us to begin the deployment and offering of local telecommunications services, on February 13, 2002 we filed a petition before Cofetel and the SCT in order to obtain authorization to provide local service in any city
in Mexico. As a result of this petition, on December 17, 2002, we received the authorization to offer a full range of local services throughout Mexico, through a nationwide concession on a regional basis. The modification was an extension of
the coverage included in our original authorization to provide local service in Mexico.

During the first half of 2006, our exception to
allow preselected access to long distance carriers ended. On January 5, 2006, we requested Cofetel to extend such exception for three more years, which is still pending.

Tariffs, anti-competitive practices and interconnection

Tariffs. Under the Federal Telecommunications Law, tariffs for telecommunications services are generally determined freely by the providers of such services and are subject to the requirements set forth in the
concessions. Tariffs must be registered before Cofetel prior to being implemented. However, Telmex is an exception to this rule because it is required to obtain approval before it sets rates. Under its concession, beginning in 1999, and every 4
years thereafter, Telmexs price cap regulation is subject to review. Such review allows Telmex to increase prices based on a basket of services including local, domestic and international long distance services, subject to a cap based on the
inflation rate and adjusted by a productivity factor (3% from 2003 through 2006 and 3.3% for the 2007  2010 period). Within the basket, Telmex is allowed to raise tariffs as long as the price of the basket remains under the cap, and lower
tariffs, provided they remain above the long run incremental cost of each service.

Telmexs tariffs for domestic long distance
declined in real terms more than 70% from December 1996 to March 2007, because either Telmex did not increase its prices to account for inflation or the price decreased due to competitive forces. We believe that the Mexican telecommunications market
will continue to experience tariff pressure.

Anti-competitive practices. Telecommunications service providers are prohibited by law
from adopting monopolistic or discriminatory practices generally, including in the application of tariffs. All tariffs must be based on the following factors:



| |  |  | quality,
| | - |  | --------



26



---

##### Table of Contents

| |  |  | competitiveness,
| | - |  | ----------------



| |  |  | security, and
| | - |  | -------------



| |  |  | the length of time the carrier will commit to providing the service.
| | - |  | --------------------------------------------------------------------

Those companies determined by the Federal Competition Commission to have substantial market power pursuant to the provisions of the Ley Federal de
Competencia Económica(the Federal Law of Economic Competition), Mexicos antitrust statute, can be regulated so as to prevent anti-competitive practices.

Long distance-to-local and local-to-local interconnections. Under Mexican regulations, local telephone concessionaires must enter into
interconnection agreements with local and long distance concessionaires, pursuant to which the local operator is obligated to route calls from customers to the local or long distance carrier to which the number has been assigned and in the case of
Telmex to the long distance carrier of choice. The local carrier would be obligated to route those calls to the switches of the call recipient in the same local area of its origination (in the case of a local call). The long distance carrier would
be obligated to route those calls to local switches in the area of the call recipient (in the case of a domestic long distance call) or to the appropriate international network (in the case of an international long distance call).

Our long distance-to-local interconnection agreement with Telmex sets forth the terms and conditions under which we are allowed to
interconnect our long distance network with Telmexs local network.

Our local-to-local interconnection agreement with Telmex sets
forth the terms and conditions under which we are allowed to interconnect our local network with Telmexs local network.

Every year
we and Telmex engage in negotiations on the terms and conditions, including rates, applicable for the next year interconnection. If we are not able to reach an agreement, the Federal Telecommunications Law provides that in 60 days Cofetel will
resolve any interconnection disagreement between concessionaires. The interconnection agreements provide, however, that the terms and conditions of the agreements will remain in place until we and Telmex are able to reach a new agreement, which will
apply retroactively to the first day of the year in which it is intended to be used. During 2007, we reached a new agreement with Telmex for 2008. We will shortly begin negotiations with Telmex in order to reach an agreement on the interconnection
rates and some other regulatory and commercial issues for 2009. In the event of not reaching any agreement, we believe that the current cost structure of our operation will continue.

The interconnection agreements may be terminated if we have a substantial default under our interconnection agreement with Telmex.



27



---

##### Table of Contents

International settlement

On August 11, 2004, the International Telecommunications Rules were issued by Cofetel. Under the new system, the international settlement rates are
subject to free market rules which allow for each carrier to negotiate freely its own rates. We expect that the international settlement rates that leading U.S. carriers use to settle accounts with foreign telecommunications carriers will continue
to be subject to intense downward pressure due to competition factors.

Interconnection agreements between a Mexican long distance
concessionaire and foreign carriers require the approval of Cofetel before becoming effective.

We are entitled to receive net settlement
payments from AT&T, the carrier in the U.S. with whom we interconnect, pursuant to a duly registered interconnection agreement. This agreement, and agreements we have entered into with other carriers, including Teleglobe Canada Inc.,
Telefónica de España, S.A.U. and British Telecommunications, Plc., are similar to those agreements other Mexican long distance carriers have with corresponding foreign carriers. These agreements govern the payment rates between Mexican
carriers and foreign carriers for the exchange of international call traffic billed in Mexico, and between foreign carriers and Mexican carriers for the exchange of international call traffic in calls billed abroad.

On April 13, 2006 Cofetel issued a resolution in order to implement the domestic and international Long Distance Calling Party Pays
system in Mexico. As a result of the publication of the resolution, we initiated different legal procedures to prevent the implementation of the Long Distance Calling Party Pays System on our network. Finally, we agreed to its
implementation and voluntarily dismissed our legal actions. As part of the agreement, we increased our long distance rates, including international settlement rates, in order to pay the mobile terminating network rate of Ps. 1.34 per minute
agreed on 2007 and Ps. 1.21 on 2008. During 2007, the price increase resulted in a loss of international traffic, since some users ceased or migrated their long distance traffic from fixed to mobile networks, however the revenues increased.
Nevertheless, for the last months of 2007 as of today, we are facing an incremental increase in by-pass traffic since some entities are terminating cheaper mobile traffic using mobile networks.

Off-net charges (Long Distance-to-Long Distance Interconnection)

We pay Telmex a higher per-minute charge to terminate calls on its network in cities outside of those 198 cities from which we currently originate
traffic. This traffic in minutes represented about 35% of our total minutes of traffic for 2007.

On December 20, 2007, as a result of
our negotiations to establish the terms and conditions for the interconnection rate and other issues for the year 2008, we agreed with Telmex to maintain off-net charges and conditions set for 2006 and 2007, equal to the lowest of Ps. 0.75 per
minute and any rate available by Telmex for domestic long distance service to any telecommunications public network concessionaire or any rate available by Telmex to US carriers for traffic originated outside Mexico and terminated in Mexican
national territory, until new agreements could be reached.

Currently negotiations continue without new results. If the negotiations finish
without an agreement, we may file before Cofetel an interconnection disagreement, to obtain a reduction in the off-net charges.

Mobile interconnection rates

On March 10, 2005, we filed before Cofetel an interconnection disagreement with
Telcel, in order to reduce the mobile interconnection rate that is charged for calls originating in fixed networks and terminating in mobile networks, under the Local Calling Party Pays System. It is due to a tariff distortion derived by the
existence of lower service mobile tariffs than interconnection rates, and the fact that we believe that current interconnection tariff is not cost oriented, as it should be. In addition, we require Cofetel to oblige Telcel, as part of the
disagreement, to charge the interconnection rate by seconds, in place of by minutes, and to handle information about the location of the interconnection points used by Telmex and Telcel to exchange traffic.



28



---

##### Table of Contents

On August 31, 2006 Cofetel issued the resolution applicable to this interconnection disagreement
dispute and the corresponding interconnection charges. Nevertheless, Telcel and us both challenged this resolution trying to obtain, respectively, lower and higher rates than those determined by Cofetel. Finally, on December 15, 2006 we agreed
with Telcel on the applicable interconnection rates for traffic termination in Telcels mobile network under the Calling Party Pays System. Those agreements remained in place for 2007.

Third party verification

During 1997, the Mexican long distance telecommunications market experienced rates of churn significantly higher than those experienced in the United States and similar markets. In response to complaints by the Mexican long distance
carriers that a significant portion of this churn rate was due to slamming, the practice of some long distance carriers to switch customers to their service without the customers knowledge, Cofetel provided for a third-party verification
system, similar to that used in the United States and other countries. Since February 6, 1998, every carrier began to submit to the third-party independent verification company the name and number of each customer acquired. The verification
company then independently called each customer to verify that the customer had voluntarily chosen the carrier who had submitted such customers name. Since February 1999, a representative of the verification company is now patched into the
call while a customer is signing up for new service. As a result of this and other measures, the churn rate has dropped substantially from an average of 18.8% per month in the beginning of 1998, to an average of 2.7%, 4.2%, 4.5% and 4.1% in
2004, 2005, 2006 and 2007 respectively.

Value-added taxation of telephone services

Billings for telephone services are subject to value-added tax of 15.0% throughout Mexico, except billings for telecommunication services in cities that
border the United States or cities located within certain states or municipalities which are subject to value-added tax of 10.0%. We include this charge on all Mexican bills and we are obligated to remit this amount monthly to the relevant taxing
authority.

C. Organizational structure

We are owned 49% by AT&T and 51% by Onexa. Onexa is owned by Alfa. AT&T holds its equity in us through its subsidiary AT&T Mexico.

On October 18, 2007, Onexas shareholders entered into an agreement to merge with Alfa. This merger is conditioned on Mexican governmental
approval and will be effective on March 31, 2008. From the effective date of the merger, Alfa will be the direct shareholder of Alestra.

The following diagram depicts our overall organizational structure:

LOGO

Alfa is one of Mexicos largest conglomerates. It comprises four groups that participate in key industries
within the Mexican and NAFTA economies, including petrochemicals and synthetic fibers, processed food, auto parts and telecommunications. As of December 31, 2007, Alfas total assets amounted to Ps. 99.3 billion, with annual sales of



29



---

##### Table of Contents

Ps. 106.8 billion and operating income of Ps. 6.5 billion. On July 31, 2006, Alfa announced that it reached an agreement with El Grupo Financiero BBVA
Bancomer (BBVA Bancomer) regarding the acquisition of the 49% equity interest BBVA Bancomer had in Onexa. This acquisition increased Alfas participation in Onexa to 100%. Alfa paid US$51 million in cash in this transaction.

AT&T is among the premier voice, video and data communications companies in the world, serving businesses, consumers, and government.
On January 31, 2005, AT&T Corp. and SBC announced that their boards had approved a deal under which SBC would acquire AT&T Corp., and on November 17, 2005, SBC completed its acquisition of AT&T Corp.

On November 14, 2000, we restructured our capital without changing the above referenced ownership proportions as follows: 35% of our capital is
represented by Series A shares and Series B shares and the remaining 65% is represented by Neutral (N) stock. The Series A shares and the Series B shares have full voting and economic rights while the N stock has full economic rights but
limited voting rights. AT&T Mexico holds 49% of the N stock and Onexa holds the other 51%. Onexa continues to hold 100% of the Series A shares and AT&T Mexico continues to hold 100% of the B shares. As of December 31, 2007, AT&T
Mexico holds 578,859,772 shares of our common and N stock and Onexa holds 602,486,701 shares of our common and N stock.

Our senior notes
are not guaranteed, secured or otherwise supported by our equity holders. Under the Federal Telecommunications Law and the Foreign Investment Law, no more than 49.0% of the voting equity of a Mexican corporation holding a concession to provide long
distance telecommunications services may be held by non-Mexican nationals.

We have entered into a joint venture agreement with our equity
holders, and have adopted bylaws, each of which governs the relationship between the equity holders and us. Our approximately 1,900 employees are employed through our subsidiary Servicios Alestra S.A. de C.V. (Servicios Alestra), which
is organized under the laws of Mexico. We hold 98.0% of the capital stock of Servicios Alestra. Our employees are paid by that entity with funds provided by us on a monthly basis under a management and services agreement.

D. Property, plants and equipment

Our network

Network components. As of December 31, 2007, we have invested more than Ps.
7,861.0 million in our technologically advanced fiber-optic network. Construction of the original design for our long haul network was completed in 1997. Our average network reliability in 2007 was 100% for our backbone, 100% for last-mile
solutions based on fiber optic equipment and 99.995% for last mile solutions based on digital microwave transmission equipment. Our network is regularly upgraded and extended using state of the- art technology. Our network was constructed and is
operated in accordance with the reliability, redundancy and restoration standards of AT&Ts U.S. network. The key components of the network, all of which are directly owned by us, include:



| |  |  | Over 6,101 route kilometers of long-haul and intra-city network, mostly with Lucent True Wave fiber-optic underground inter-city facilities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Approximately 1,084 route kilometers of metropolitan area fiber-optic facilities;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Eight Lucent digital voice switches, plus one which is used for testing purposes;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Next Generation Network based on Sonus Softswitch and gateways to provide local and long distance services, the largest network of its type in Latin America;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Broadsoft Platform for Consumer VoIP Services and Enterprise Hosted IPPBX Services;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Cisco Systems IP/MPLS/ATM/frame relay switches; carrier-class Cisco Gigabit Switch routers, carrier-class Cisco Systems routers used for
data services and internet connection; an MPLS core for VPN services; and over 11,000 modems for Dial-Up services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



---

##### Table of Contents

We have over 3,000 agreements in place with highways, railroads and utilities companies that provide us
with rights-of-way throughout Mexico. We believe these rights-of-way provide barriers to entry for potential facilities-based new competitors in the facilities-based services market.

Our network is expandable and flexible. The conduit comprising the long haul network contains a fiber-optic cable with 24 fiber-optic strands. In the
metropolitan rings, there are three conduits (four in the case of Mexico City), at least one of which contains fiber-optic cable with 36 fiber-optic strands. The metropolitan infrastructure installed in Mexico City, Monterrey Guadalajara and Ciudad
Juarez has a fiber-optic cable with 144 fiber-optic strands. These conduits are generally buried at a depth of 4 feet. Most of the metropolitan rings built by us also have at least one empty conduit, allowing for additional capacity to be deployed
in the future at a substantially lower cost.

We have large points of presence (POPs), in 30 cities within our long haul
network, in addition to metropolitan, junction and regenerator sites. A POP is a location where we have installed transmission and data switching equipment that serves as a switching center or relay for the larger network. Our POPs contain
telecommunications equipment (switching and/or transport) and serve as interconnection points between different elements of our network and other networks (including Telmex). Each switch and POP is housed in a concrete structure that is equipped
with an advanced power supply, air conditioning, security and fire protection system.

Fiber-optics. Our inter-and intra-city
fiber-optic network is 6,101 kilometers in length and consists of three fiber-optic inter-city rings with the transmission capabilities of dense wave division multiplexing (DWDM) and Synchronous Digital Hierarchy architecture
(SDH). The network is located in the following areas:



| |  |  | a northern ring that extends from the United States border crossings at Reynosa and Nuevo Laredo through Monterrey and other cities;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a west-central ring through Guadalajara and other cities;
| | - |  | ---------------------------------------------------------



| |  |  | a southern ring through Mexico City and other cities;
| | - |  | -----------------------------------------------------



| |  |  | two interstate segments on the eastern coast of Mexico that run from the central region to the northern part of the country; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | four border crossings located over the U.S.-Mexico border (Tijuana, Ciudad Juarez, Nuevo Laredo, Reynosa), and another through the use of capacity in submarine
cable systems from Cancun to Florida, U.S.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to our long distance concession, we are permitted to send domestic
traffic through AT&Ts U.S. network facilities to achieve connectivity among our inter-city fiber-optic rings and two border crossings at Tijuana and Ciudad Juarez. We are the only carrier with multiple SDH rings infrastructure in the
border with the United States, through San Antonio, Texas to Nuevo Laredo and Reynosa, Tamaulipas in México; this is a feature that provides diversity and reliability to our customers.

Our network incorporates Lucent True Wave non-zero dispersion shifted fiber-optic cable, which supports SDH and DWDM. SDH is the industry
standard in transmission technology, similar to Synchronous Optical Network (SONET), which supports 2.5, 10 gigabit per second (Gbps) and higher transmissions over a single fiber-optic strand. SDH enables the deployment of
bidirectional ring architecture, a system that allows for nearly instantaneous rerouting of traffic in the event of an equipment failure or a fiber-optic cut. We were the first Latin American carrier to use dense wave division multiplexing
technology, which enables greatly expanded transmission capacity over the same physical infrastructure or fiber link through the installation of additional electronics, thus enabling us to increase significantly our transmission capacity. All of our
initial long distance fiber-optic facilities use dense wave division multiplexing technology with an effective transmission rate of 40 Gbps per pair of fiber-optic strands, and our new DWDM system has 400 Gbps of capacity, with the possibility to
upgrade it to 800 Gbps in an additional pair of fiber-optic strands. We are currently utilizing one pair of fiber-optic strands with a 2.5 Gbps capacity and a second pair of fiber-optic strands using dense wave division multiplexing technology with
a capacity of 40 Gbps, of which we currently utilize thirteen wavelengths with a capacity of 22.5 Gbps.



31



---

##### Table of Contents

Voice Electronics and switching. We originally deployed five Lucent 5ESS digital switches to
provide long distance services. The switches are located in Monterrey, Guadalajara, Mexico City, Ciudad Juarez and Tijuana. These switches perform as international and domestic gateways. We have also deployed two 5ESS and one VCDX switches, a
compact version of the 5ESS, to provide local services in Mexico City, Monterrey and Guadalajara. In addition, we have deployed one switch for testing purposes in Monterrey. The Lucent 5ESS switch is an industry-leading universal digital exchange
system, with an extraordinary record of availability and performance, and capable of supporting both voice and data switched services. The 5ESS supports a full range of U.S. and international transport and signaling standards, including interfaces
to both the U.S. standard DS-1 (24 channel) and the European standard E-1 (30 channel) trunking. The 5ESS digital switch can deploy several types and combinations of telecommunications services on a single exchange platform including analog, mixed
analog/digital or digital lines and can function as a local, toll and gateway exchange.

Our signaling network is connected to AT&T
through international SS7 signaling interfaces. These signaling interfaces allow us to interface with other network and telecommunication services providers, and provide us with advanced services.

Voice and VoIP Next Generation Network (NGN). We have deployed NGN infrastructure for VoIP services, such as
Pre/Postpaid, Local and Long Distance VoIP Services, for Business and Consumer customers, based on softswitches, application servers and dedicated data infrastructure. Our main vendors include Sonus Networks, Inc. (Sonus), Broadsoft Inc.
(Broadsoft), and Pactolus Communications Software Corporation (Pactolus) among others. An increasing number of VoIP and signaling gateways have been deployed in several cities, while the main control functions are centralized
in Mexico City and Monterrey.

All of our VoIP services are based on core technologies from vendors, and in the short term all of our Local
Services voice traffic will be handled through this network. This infrastructure is especially suited for deploying Services over IP (SoIP) and advanced media switching services, such as conferencing and collaborative-work, which are
provided through the same infrastructure based on customer requirements and demand.

Sonus and Broadsoft are leading vendors of Next
Generation Networks (NGN) and IP Multimedia Subsystem (IMS) based VoIP infrastructure for fixed and mobile networks, capable of supporting advanced and converged services for consumer and business customers through
application servers and reconfigurable electronics. The performance and availability of networks based on these technologies has been proven through its intensive use in the largest and more complex telecommunications networks.

Data Infrastructure. To support the growing demand for data services, we have deployed an MPLS-based core network for MPLS-VPNs, and Internet, and
several metropolitan Ethernet Networks. We have deployed ATM and Frame Relay switches in several cities, such as in Mexico City, Monterrey, Guadalajara, Puebla, Tijuana and Ciudad Juarez, which interconnect with AT&Ts Global Frame Relay
network. Our internet (IP) network is supported by carrier class gigabit routers and other high capacity routers deployed in key points of presence and switch sites. Our IP protocol network interconnects with the global Internet via
AT&T internet services and other Tier-I service providers. We have deployed Cisco Routers from our VPN infrastructure in places such as Mexico City, Monterrey, Guadalajara, Tijuana, Ciudad Juarez, Chihuahua, Culiacan, Cancun, Tampico, Mexicali,
Hermosillo, Nogales, Ciudad Obregon, Los Mochis, La Paz, Acapulco, Ciudad del Carmen, Coatzacoalcos, Irapuato, Merida, Oaxaca, Tuxtla and Villahermosa. All of our service networks expand their coverage to the entire country through our own
Transmission Network and through the use of Alternate Access providers.

Direct access. Our direct access facilities allow our
customers to access our network directly and avoid interconnection with local exchange carriers and incumbent networks like Telmexs. We have deployed metropolitan fiber-optic rings consisting of approximately 950 route kilometers in Monterrey,
Mexico City, Guadalajara, Ciudad Juarez, Tijuana, San Luis Potosi, Queretaro, Leon and other cities in Mexico, each of which has been deployed using an SDH ring, IP/Ethernet or asynchronous transfer mode (ATM) architecture. To date, we have 64
metropolitan points of presence (miniPOPs) in our metropolitan rings acting as hubs to connect enterprise customers and some corporate buildings to our network, and more are scheduled for construction every year as customer demand
increases. In addition, we possess national and regional licenses for microwave wireless frequencies that allow us to connect many of our business customers directly to our network, reducing our dependence on Telmexs local network.



32



---

##### Table of Contents

Wireless facilities. We hold two national point-to-point concessions to provide wireless
connectivity to business customers (one in the 15 GHz band and one in the 23 GHz band). We also hold three point-to-multipoint concessions in the 10 GHz band covering Mexico City and the states of Nuevo Leon, Coahuila, Tamaulipas, Nayarit, Jalisco,
Colima, Michoacan, Mexico, Hidalgo and Morelos which provide direct access to our small business customers. We lease wireless frequency capacity from Conectividad Inalambrica 7GHz, S. de R.L., a joint venture between our equity holders and a
subsidiary of Axtel, which acquired rights to use a concession in the 7 GHz band with national coverage to provide wireless connectivity to business customers and to expand the network infrastructure. To provide less capital-intensive direct access
facilities and network interconnection in selected smaller cities (and for redundancy purposes), we have deployed 63 radio towers in our network. On these towers we have selectively deployed point-to-point and point-to-multipoint digital microwave
transmission equipment. Our main suppliers of digital microwave equipment include Alcatel-Lucent Mexico, S.A. de C.V. (Alcatel-Lucent), Alvarion, Ltd (Alvarion), Marconi Systems, Microwave Networks International
(MNI) and Harris Corporation (Harris). A continuous process of evaluation is performed among current and potential technology suppliers.

Leased facilities. To cost-effectively originate and terminate traffic in cities where we do not have a point of presence, we lease facilities (under operating lease agreements) from Telmex and other carriers
for an installation fee plus a monthly fixed-cost charge. In this way, we are able to address a large number of additional end-users efficiently.

We continually review, optimize and improve our network, and we believe that there are no environmental issues that may have an impact in our network.

Other properties

Our other principal properties consist of management and customer service
offices in Monterrey, Guadalajara and Mexico City, and sales offices and network infrastructure sites such as points of presence and regenerators that are located throughout Mexico. We own, or possess pursuant to leases, land totaling approximately
69,000 square meters on which management offices, sales offices, customer service centers and points of presence are located. Our principal administrative offices are located in Monterrey and Mexico City and our principal operations center is
located in Monterrey.



|Item 4A. | Unresolved Staff Comments.
|-------- | --------------------------

Not applicable.



|Item 5. | Operating and Financial Review and Prospects.
|------- | ---------------------------------------------

A. Operating results

Basis of presentation

We prepare our financial statements in conformity with Mexican FRS, which differs in certain significant respects from U.S. GAAP. See Note 17 to our
audited consolidated financial statements for information related to the nature and effect of such differences and a quantitative reconciliation to U.S. GAAP of our net income (loss) reported under Mexican FRS for the years ended December 31,
2005, 2006 and 2007 and our of total stockholders equity as of December 31, 2006 and 2007.

Mexican FRS is established by
Mexican Financial Accounting Standards Board for the Investigation and Development of Financial Reporting Standards (CINIF). This organization releases Mexican FRS and interpretations of the Mexican FRS.

Mexican FRS requires that financial statements recognize the effects of inflation. Accordingly, except where otherwise indicated, the consolidated
financial data for all periods have been presented in constant Pesos as of December 31, 2007. Although the restatement of nominal Peso amounts into constant Pesos lessens the distorting effect that inflation has on comparisons of financial
statements over time, the restatement does not wholly eliminate these distortions, and evaluation of period-to-period trends may be difficult.



33



---

##### Table of Contents

Overview

Our primary business consists of the operation of a public telecommunications network in Mexico offering domestic and international long distance voice, data, video, internet-related services, and local telephone
service. In accordance with the terms of our long distance concession and guidelines established by the SCT, on January 1, 1997 we began the gradual rollout and expansion of our long distance services to 60 cities. Our services became available
in all 60 cities on June 27, 1997. Currently, we provide long distance origination services from 199 cities in Mexico.

Our revenues
consist of: (a) charges to customers for long distance calls, which are billed in pesos, (b) billings to foreign carriers for termination of incoming international telephone calls, which are billed in U.S. dollars, (c) fixed charges
to customers for our data and internet services, which are billed mainly in pesos and (d) fixed and variable charges to customers for our local services, which are billed in pesos. Our revenues depend on the number of subscribers, volume of
traffic, rates charged by us to our customers and settlement rates agreed with foreign carriers.

Our cost of service consists primarily of
local access charges and resale expenses which are paid on a per-minute basis primarily to Telmex, international settlements payments paid to foreign carriers on a per-minute basis for the completion of international calls originated in Mexico by
us, and fees for leased lines which are typically paid on a per-circuit per-month basis to Telmex and other last mile access providers.

The following table sets forth certain statistical data regarding our operations:



|                                   |  |           |  |     |      |  |           |      |     |   |  |           |  |     |  
|---------------------------------- |  | --------- |  | --- | ---- |  | --------- | ---- | --- | - |  | --------- |  | --- | -
|                                   |  | 2005      |  |     | 2006 |  |           | 2007 |    
|Lines in service at end of period: |  |           |  |     |      |  |           |      |     |   |  |           |  |     |  
|Business                           |  | 68,372    |  |     |      |  | 65,408    |      |     |   |  | 77,238    |  |     |  
|Residential                        |  | 371,310   |  |     |      |  | 326,611   |      |     |   |  | 284,606   |  |     |  
|                                   |  |           |  |     |      | 
|Minutes of use for the period(1):  |  |           |  |     |      |  |           |      |     |   |  |           |  |     |  
|Domestic long distance             |  | 1,627,513 |  | 41  | %    |  | 1,994,055 |      | 48  | % |  | 1,879,101 |  | 57  | %
|International long distance        |  | 2,361,705 |  | 59  | %    |  | 2,197,130 |      | 52  | % |  | 1,391,913 |  | 43  | %
|                                   |  |           |  |     |      |  |           |      |     |   |  |           |  |     |  
|Total                              |  | 3,989,218 |  | 100 | %    |  | 4,191,185 |      | 100 | % |  | 3,271,014 |  | 100 | %
|                                   |  |           |  |     |      |  |           |      |     |   |  |           |  |     |  



|(1) | In thousands.
|--- | -------------

The following table sets forth information
regarding our revenues:



|                                  |  |         |  |       |      |  |         |      |       |   |  |         |  |       |  
|--------------------------------- |  | ------- |  | ----- | ---- |  | ------- | ---- | ----- | - |  | ------- |  | ----- | -
|                                  |  | 2005    |  |       | 2006 |  |         | 2007 |      
|Domestic long distance            |  | 1,054.8 |  | 24.0  | %    |  | 1,074.3 |      | 23.7  | % |  | 1,259.5 |  | 24.9  | %
|International long distance       |  | 1,272.8 |  | 29.0  | %    |  | 1,115.0 |      | 24.6  | % |  | 1,155.1 |  | 22.8  | %
|Data, internet and local services |  | 2,067.6 |  | 47.0  | %    |  | 2,346.3 |      | 51.7  | % |  | 2,641.4 |  | 52.2  | %
|                                  |  |         |  |       |      |  |         |      |       |   |  |         |  |       |  
|Total(1)                          |  | 4,395.2 |  | 100.0 | %    |  | 4,535.6 |      | 100.0 | % |  | 5,056.0 |  | 100.0 | %
|                                  |  |         |  |       |      |  |         |      |       |   |  |         |  |       |  



|(1) | Expressed in million of Mexican Pesos of purchasing power as of December 31, 2007.
|--- | ----------------------------------------------------------------------------------

Impact of developments in the Mexican economy

The vast majority of our customers are Mexican
companies or individuals. Furthermore, all of our operations are located in Mexico. Accordingly, our financial condition and results of operations are significantly impacted by economic conditions within Mexico.



34



---

##### Table of Contents

The following table summarizes the general economic conditions and inflation in Mexico for the periods
specified below:



|                        |  |               |   |  |                     |   |  |                              |    |  |                                                       |             
|----------------------- |  | ------------- | - |  | ------------------- | - |  | ---------------------------- | -- |  | ----------------------------------------------------- | ------------
|Year Ended December 31, |  | InflationRate |   |  | Average28-day Cetes |   |  | Mexican GDPAnnual GrowthRate |    |  | Gross InternationalReserves as of the Endof Each Year
|1996                    |  | 27.7          | % |  | 31.3                | % |  | 5.1                          | %  |  | $                                                     | 17.5 billion
|1997                    |  | 15.7          | % |  | 19.8                | % |  | 6.8                          | %  |  | $                                                     | 28.0 billion
|1998                    |  | 18.6          | % |  | 24.6                | % |  | 4.9                          | %  |  | $                                                     | 30.1 billion
|1999                    |  | 12.3          | % |  | 21.3                | % |  | 3.9                          | %  |  | $                                                     | 30.7 billion
|2000                    |  | 9.0           | % |  | 15.3                | % |  | 6.6                          | %  |  | $                                                     | 33.6 billion
|2001                    |  | 4.4           | % |  | 11.3                | % |  | (0.2                         | )% |  | $                                                     | 40.9 billion
|2002                    |  | 5.7           | % |  | 7.1                 | % |  | 0.8                          | %  |  | $                                                     | 48.0 billion
|2003                    |  | 4.0           | % |  | 6.2                 | % |  | 1.4                          | %  |  | $                                                     | 57.4 billion
|2004                    |  | 5.2           | % |  | 6.8                 | % |  | 4.2                          | %  |  | $                                                     | 61.5 billion
|2005                    |  | 3.3           | % |  | 9.2                 | % |  | 2.8                          | %  |  | $                                                     | 68.7 billion
|2006                    |  | 4.1           | % |  | 7.2                 | % |  | 4.8                          | %  |  | $                                                     | 67.7 billion
|2007                    |  | 3.8           | % |  | 7.2                 | % |  | 3.3                          | %  |  | $                                                     | 78.0 billion

A portion of our cost of services and a significant portion of our operating expenses are indexed
by inflation. Accordingly, increases in inflation will generally increase our cost of service and operating expenses. We generally have fixed contracts with our customers and in the event we are unable to raise our rates to incorporate increases in
inflation, our results will be adversely affected.

We also record non-cash gains or losses on monetary position, which represent the
erosion of purchasing power resulting from the effect of inflation on our holdings of monetary assets and liabilities. Our monetary liabilities, consisting primarily of bank debt and accounts payable, have exceeded, and are expected to continue to
exceed, our monetary assets, which consist primarily of cash and cash equivalents and accounts receivable. As a result, inflation will tend to produce gains to monetary position.

Impact of foreign currency fluctuations

Our principal foreign currency fluctuation risk involves changes in the value of the peso relative to the U.S. dollar. Although U.S. dollar-denominated revenues and expenses are exposed to foreign currency
fluctuations, our financial instruments are most exposed. As of December 31, 2007, the amount of senior notes, bank loans, notes payable and capital leases denominated in U.S. dollars was Ps. 2,974.3 million.

Depreciation of the Peso against the U.S. dollar results in increases to our dollar-denominated revenues and expenses as reported in Peso. Conversely,
appreciation in the value of the Peso against the U.S. dollar results in decreases to U.S. dollar-denominated revenues and expenses as reported in Pesos.

Interest expense on our U.S. dollar-denominated debt, as expressed in Pesos in our financial statements, varies with exchange rate movements. Depreciation of the Peso results in increases in interest expense on a
Pesos basis.

We record foreign exchange gains or losses when the Peso appreciates or depreciates against the U.S. dollar. Because our U.S.
dollar-denominated monetary liabilities have exceeded, and are expected to continue to exceed, our U.S. dollar-denominated monetary assets, depreciation of the Peso against the U.S. dollar will result in foreign exchange losses.

From time to time, we assess our exposure and consider opportunities to manage this risk, for instance through the use of hedging instruments. In order
to minimize the exchange rate risk of the Mexican Peso-U.S. dollar, on March 15, 2007 and October 12, 2007 we entered into a currency hedge to minimize the effect of fluctuations in the U.S. dollar/Mexican Peso exchange rate. The hedge
will be effective from January 2008 through December 2008.

See Item 3, Key Information  Selected Financial Data for
a discussion of exchange rates.

Asset tax

Under current tax law, as Mexican companies, we and subsidiary, Servicios Alestra, are separately subject to pay the higher between income tax and asset tax. From our inception until 1999 we were exempted from the
payment of the asset tax. Since 2000 we have not paid any asset tax because our debt, which includes our senior notes, has been greater than our total asset value. Since 2004, we have continued to defer our asset tax by using the option of Article
5-A of the Asset Tax Law, which allows us to determine our asset tax using the tax basis of the fourth preceding year instead of the current year; in addition, Servicios Alestra was entitled to a reduction to the asset tax in 2007 derived from the
application of the immediate deduction of fixed assets over the same tax, such



35



---

##### Table of Contents

reduction is an amount greater than that of the Asset tax determined for the year ended December 31, 2007. Our sole subsidiary, Servicios Alestra, began
paying asset tax in 2000. Total asset tax for the years ended December 31, 2005, 2006 and 2007 were Ps. 3.3 million, Ps. 2.8 million and Ps. 2.8 million, respectively.

IETU

On October 1, 2007,
the Mexican government made changes to its tax system, which took effect on January 1, 2008. The changes introduced a flat tax (known as IETU for its acronym in Spanish), which replaces the Mexican asset tax and will apply to taxpaying entities
along with Mexican regular income tax. Taxpayers will calculate a flat tax at 17.5 percent to an income determined based on the cash flow (although transitional rates of 16.5 percent and 17.0 percent will apply in 2008 and 2009, respectively). If
the flat tax is a positive amount, the enterprise will compare the flat tax to the income tax calculated under the current income tax system and by flat tax credits. If the flat tax is larger, this amount is classified as a flat tax and paid as a
supplement to the regular income tax liability. However, if the flat tax is positive but less than the regular income tax plus the flat tax credits, no flat tax is due. If the tax base that is subject to the flat tax is negative (which will occur
when deductible expenditures exceeds taxable receipts), the amount of excess expenditures multiplied by the flat tax rate will result in a credit for the flat tax net operating losses that can be used to reduce or eliminate the regular income tax in
the current year and/or reduce the flat tax in the subsequent 10 years.

In accordance with the interpretation published by the Mexican
Board of Research and Development of Financial Reporting Standards (CINIF) last December 21, 2007, with respect to the accounting effects of the IETU, and based on financial and tax projections, the Company has determined that it will continue to
pay regular income tax in the future. As a result, the Companys management has not recorded any deferred IETU taxes at December 31, 2007.

Regulations

We operate in a highly regulated industry and the services we provide as well as some of the rates we
may charge our customers are subject to regulatory approval. See Item 4, Information on the Company  B. Business Overview  Regulatory framework and bodies.

Results of operations

Fiscal Year ended
December 31, 2007 compared to Fiscal Year ended December 31, 2006

Revenues

Total revenues increased 11.5%, or Ps. 520.4 million, to Ps. 5,056.0 million in 2007 from Ps. 4,535.6 million in 2006. This result was due
to higher long distance revenues and a sustained growth of our data, internet and local services.

Data,Internet and Local
Services.During 2007, data, internet and local service revenues reached Ps. 2,641.4 million, representing a 12.6% increase over the Ps. 2,346.3 million recorded in 2006, driven primarily by an increase in our data and internet
services revenues, as we continue focusing our sales efforts in these services. During 2007, we expanded our local service to Michoacán and Celaya. We currently offer local service to 21 cities in Mexico. Our data, internet and local service
segment consistently has increased its share in our revenue portfolio and represented 52.2% of our total revenues in 2007, compared to 51.7% in 2006.

Long Distance Services. Revenues derived from our long distance service in 2007 increased 10.3%, to Ps. 2,414.7 million from Ps. 2,189.4 million in 2006; while total volume of minutes handled
decreased 21.9% to 3,271 million of minutes in 2007. Despite a decrease in traffic volume, the increase in revenues was mainly due to higher rates due to the implementation of the domestic and international Long Distance Calling Party
Pays system. Under this system, mobile telephone subscribers do not pay for incoming calls, instead the customer that originates a domestic or international call, either from a fixed line or mobile phone pays the entire fee for placing the
call and the originating network pays an additional charge to the terminating mobile network. To offset the impact of the additional charge, we increased our rates.

Revenues from domestic long distance services for 2007 increased 17.2%, or Ps. 185.2 million, to Ps. 1,259.5 million from Ps. 1,074.3 million in 2006. Our average domestic long distance revenue per
minute increased 23.1% to Ps. 0.65 in 2007 from Ps .0.53 in 2006. Domestic long distance volume for 2007 decreased 5.8%, or 115 million minutes, to 1,879.1 million minutes compared to 1,994.1 million minutes in 2006 driven primarily
by the decrease in traffic of our residential customers. Our total lines in service decreased 7.7%, or 30,175 lines, from



36



---

##### Table of Contents

392,019 at December 31, 2006 to 361,844 at December 31, 2007 as a result of our strategy to focus on our business customers and high-usage
residential customers. As a percentage of total revenues, domestic long distance revenues represented 24.9% of our revenue in 2007, compared to 23.7% of our revenue in 2006.

Revenues from international long distance services for 2007 increased 3.6%, or Ps. 40.1 million, to Ps. 1,155.1 million from Ps.
1,115.0 million in 2006. This growth in revenues was primarily due a 62.2% increase in the average revenue per minute from Ps. 0.50 in 2006 to Ps. 0.80 in 2007. The increase in the average international long distance revenue per minute was a
result of the implementation of Long Distance Calling Party Pays system explained above. During 2007, international long distance revenues represented 22.8% of total revenues, compared to 24.6% during 2006.

Cost of Services (excluding depreciation)

Cost of services consists primarily of:



| |  |  | Interconnection costs including;
| | - |  | --------------------------------



| |  |  | local access charges, resale expenses, paid on a per-minute basis primarily to Telmex,
| | - |  | --------------------------------------------------------------------------------------



| |  |  | international settlement payments paid to foreign carriers on a per-minute basis for the completion of international calls originated in Mexico by us and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | fees for leased lines, typically paid on a per-circuit per month basis to Telmex and other last mile access providers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

Cost of services increased 28.3% to Ps. 2,217.7 million for 2007, compared to Ps. 1,728.5 million for 2006. The increase in cost of services
was primarily driven by a 30.0 % increase in cost of voice services due to the implementation of the Long Distance Calling Party Pays system, to Ps. 1,459.9 million for 2007 from Ps. 1,120.4 million recorded in 2006, and
the increase in cost of data, internet and local services by 24.6% to Ps. 757.7 millions for 2007, compared to Ps. 608.1 million for 2006.

Gross Profit

Gross profit, at 2007 increased 1.1% to Ps. 2,838.4 million from Ps. 2,807.1 in 2006. Our gross profit
was mainly increased as a result of higher non-long distance gross profit, which helped to offset the decrease in the long distance gross profit. Our data, internet and local services gross profit increased 8.4%, or Ps. 145.4 million, to Ps.
1,883.7 at 2007 from 1,738.2 recorded in 2006, while our long distance gross profit decreased 10.7% to Ps. 954.7 million in 2007, from Ps. 1,068.9 million recorded in 2006.

Our gross margin, defined as gross profit as a percentage of total revenues, decreased to 56.1% in 2007 from 61.9% reported in 2006.

Gross profit, which is derived from our Mexican FRS financial information, is defined as revenues minus cost of services (excluding depreciation and
amortization).

Gross profit is non GAAP financial measure that is not defined under Mexican FRS.

We believe that gross profit can be useful to facilitate comparisons of operating performance between periods and with other companies. However, our
computation of gross profit is not necessarily comparable to gross profit as reported by other companies because it excludes depreciation and amortization expense. Though gross profit is a relevant measure of operating performance, it should not be
considered as an alternative to operating income, determined in accordance with Mexican FRS, as an indication of our financial performance or as an indication to resources generated from operating activities, determined in accordance with Mexican
FRS, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs.

For a reconciliation of Alestras
operating income to gross profit, see Managements Discussion and Analysis of Financial Condition and Results of Operationsgross profit reconciliation.

A reconciliation of Alestras operating income to gross profit is provided below as of December 31, 2006 and 2007.



|                                                     |  |             |   |  |             |  
|---------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                     |  | 2006        |   |  | 2007        |  
|                                                     |  |             |   |  |             |  
|Gross profit                                         |  | Ps2,807,124 |   |  | Ps2,838,362 |  
|Administration, selling and other operating expenses |  | (1,536,129  | ) |  | (1,513,334  | )
|Depreciation and amortization                        |  | (1,084,016  | ) |  | (870,137    | )
|                                                     |  |             |   |  |             |  
|Operating income                                     |  | Ps 186,979  |   |  | Ps 454,891  |  
|                                                     |  |             |   |  |             |  



Administration,
selling and other operating expenses

Administration, selling and other operating expenses, decreased 1.5% or Ps. 22.8 million, to Ps.
1513.3 million in 2007 from Ps. 1,536.1 million in 2006.

The administration, selling and other operating expenses slightly decreased 1.5%
or Ps. 22.8 million to 1,513.3 million in 2007, from Ps. 1,536.1 in 2006. This decrease coupled with an 11.5% increase of total revenues in 2007, allowed the reduction to 29.9% in 2007, from 33.9% in 2006 of the administration, selling and other
operative expenses as a percentage of total revenues.

Depreciation and amortization

Depreciation and amortization decreased 19.7% or Ps. 213.9 million to Ps. 870.1 million in 2007, from Ps. 1,084.0 million in 2006. This decrease is mainly
explained by the ending of our preoperative expenses amortizations in the second half of 2007.



37



---

##### Table of Contents

Operating income

Operating income increased 143.3% or Ps. 267.9 million to Ps. 454.9 million in 2007, from Ps. 187.0 million in 2006. This increase is mainly explained by the Ps. 213.9 million decrease in
depreciation and amortization coupled with an increase in our gross profit.

Comprehensive financial result

Our comprehensive financial result for 2007 was a loss of Ps. 179.5 million, compared to a loss of Ps. 292.5 million for 2006. The following
table sets forth our comprehensive financial results for the periods under review:



|                                           |  |                                 |   |  |        |  
|------------------------------------------ |  | ------------------------------- | - |  | ------ | -
|                                           |  | Year ended December 31,         |  
|                                           |  | 2006                            |   |  | 2007   |  
|                                           |  | (in millions of constant pesos) |  
|Interest expense                           |  | (429.0                          | ) |  | (314.2 | )
|Interest income                            |  | 52.1                            |   |  | 30.2   |  
|Exchange loss, net                         |  | (48.9                           | ) |  | (2.2   | )
|Effect of derivative financial instruments |  |                                |   |  | 2.9    |  
|Gain from monetary position                |  | 133.3                           |   |  | 103.8  |  
|                                           |  |                                 |   |  |        |  
|Comprehensive financial result, net        |  | (292.5                          | ) |  | (179.5 | )

Our interest expense decreased 26.7%, or Ps. 114.7 million, to Ps. 314.2 million in
2007, from Ps. 428.9 million in 2006. The decrease in the interest expense was due to lower levels of indebtedness as a result of the corresponding amortization of our senior notes due 2010 and on July 2, 2007, and the corresponding
principal amortization of our bank facility, in the amount of US$3.8 million on each of February 1, 2007, May 2, 2007, August 2, 2007 and November 5, 2007.

Interest income decreased Ps. 21.9 million to Ps. 30.2 million in 2007, from Ps. 52.1 million in 2006, due to a lower average cash balance
coupled with lower interest rates towards the second half of 2007.

Even though there was a 0.1% appreciation of the Peso against the US
dollar in 2007, we have recorded a foreign exchange loss of Ps. 2.2 million. This is driven primarily by the variations of the exchange rate in 2007 that adversely affected the valuation of our net monetary liabilities.

Gain from monetary position decreased from Ps. 133.3 million for 2006 to Ps. 103.8 million for 2007. The decrease was mainly due to a reduction
of monetary liabilities in 2007, as compared to 2006, coupled with a lower Mexican inflation of 3.8% for 2007, compared to 4.1% inflation recorded in 2006.

Income and asset taxes

We and our sole subsidiary, Servicios Alestra, are subject separately to pay
income tax or asset tax, which are computed separately by each entity. Based on the projections prepared by Management relative to the tax results of the Company in subsequent years, the Company determined to be essentially subject to income tax
rather than IETU. The projections are considering: a) not exercising the option to apply the immediate deduction on investments as of 2009 and b) not amortizing the tax loss carryforwards in an amount of Ps 680.1 million comprised from 2008 to 2010.
Hence, a valuation reserve has been created for this amount. As a result, a deferred income tax provision has been included in the income statements for 2007. In order to defer asset tax payments in 2007, we determined our asset tax using the tax
basis of the fourth preceding year instead of the current year as established in the option of Article 5-A of the Asset Tax Law. We also used a reduction to the asset tax, as allowed in Article 23 from the Asset Tax Law Regulation, that in this case
is enough to cover the asset tax determined for the year in December 31, 2007. On the other hand, for 2007, Servicios Alestra recorded asset tax of Ps. 2.8 million.



38



---

##### Table of Contents

Net Income ( loss)

During 2007, we recorded a net income of Ps. 188.0 million compared to a net loss of Ps. 123.5 million in 2006. This is a result of higher operating income in 2007 compared to 2006 coupled with a reduction
of comprehensive financial loss as a result of an exchange gain and lower interest expenses compared to 2006.

Fiscal Year ended December 31, 2006
compared to Fiscal Year ended December 31, 2005

Revenues

Total revenues increased 3.2%, or Ps. 140.3 million, to Ps. 4,535.6 million in 2006 from Ps. 4,395.3 million in 2005. This result was
mainly due to higher non-long distance services, such as data, Internet and local.

Data,Internet and Local Services.During
2006, data, internet and local service revenues reached Ps. 2,346.3 million, representing a 13.5% increase over the Ps. 2,067.9 million recorded in 2006 as we continue focusing our sales efforts in these services. During 2006, we expanded
our local service to one additional city, Reynosa, Tamaulipas. Our data, internet and local service segment consistently has increased its share in our revenue portfolio and represented 51.7% of our total revenues in 2006, compared to 47.0% in 2005.

Long Distance Services. Revenues from domestic long distance services for 2006 increased 1.8%, or Ps. 19.5 million, to Ps.
1,074.32 million from Ps. 1,054.81 million in 2005. Our average domestic long distance revenue per minute decreased 15.1% to Ps. 0.53 in 2006 from Ps. 0.62 in 2005 due to market conditions resulting from increased competition. Domestic
long distance volume for 2006 increased 22.5%, or 366.5 million minutes, to 1,994.1 million minutes compared to 1,627.5 million minutes in 2005 driven by the increase in traffic of our business customers. Our total lines in service
decreased 10.8%, or 47,663 lines, from 439,682 at December 31, 2005 to 392,019 at December 31, 2006 as a result of our strategy to focus on our business customers and high-usage residential customers. As a percentage of total revenues,
domestic long distance revenues represented 23.7% of our revenue in 2006, compared to 24.0% of our revenue in 2005.

Revenues from
international long distance services for 2006 decreased 12.4%, or Ps. 157.8 million, to Ps. 1,115.0 million from Ps. 1,272.8 million in 2005. This reduction in revenues was primarily due to a 7.0% decrease in total international
volume from 2,361.7 million minutes in 2005 to 2,197.1 million minutes in 2006 explained by lower incoming traffic, coupled with a 4.7% decrease in the average revenue per minute from Ps. 0.52 in 2005 to Ps. 0.50 in 2006. The decrease in
the average international long distance revenue per minute was a result of lower international settlement rates in accordance with market conditions. During 2006, international long distance revenues represented 24.6% of total revenues, compared to
29.0% during 2005.

Cost of Services (excluding depreciation)

Cost of services consists primarily of local access charges, resale expenses, paid on a per-minute basis primarily to Telmex, international settlement
payments paid to foreign carriers on a per-minute basis for the completion of international calls originated in Mexico by us and fees for leased lines, typically paid on a per-circuit per month basis to Telmex and other last mile access providers.
Cost of services increased 4.0% to Ps. 1,728.5 million for 2006, compared to Ps. 1,662.7 million for 2005. The increase in cost of services was the result of a 16.2% increase in cost of data, internet and local services, to Ps.
608.1 million for 2006 from Ps. 523.2 million recorded in 2005, driven by the increase of capacity, partially offset with a decrease of a 1.7% in cost of the long distance services, to Ps. 1,120.4 million for 2006 from Ps.
1,139.4 million recorded in 2005, as a result of lower international rates.

Administration,selling and other operating
expenses

Administration, selling and other operating expenses, increased 0.7% or Ps. 10.3 million, to Ps. 1,536.1 million in
2006 from Ps. 1,525.8 million in 2005.

As a percentage of total revenues, administration, selling and other operating expenses for
2006 were 33.9% compared to 34.7% registered during 2005. This decrease, as a percentage of total revenues, was primarily the result of our increasing revenues.



39



---

##### Table of Contents

Depreciation and amortization

Depreciation and amortization increased 6.7% or Ps. 68.0 million to Ps. 1,084.0 million in 2006, from Ps. 1,016.0 million in 2005. This
increase is mainly the result of an accelerated depreciation of telecommunication equipment which began on April of 2005 and was only recorded for the last nine months of 2005, but completely recorded in 2006.

Operating income (loss)

Operating
income slightly decreased 2.0% or Ps. 3.8 million to Ps. 187.0 million in 2006, from Ps. 190.8 million in 2005. This decrease is mainly explained by the Ps. 68.0 million increase in depreciation and amortization.

Comprehensive financial loss

Our
comprehensive financial loss for 2006 was Ps. 292.5 million, compared to Ps. 116.2 million for 2005. The following table sets forth our comprehensive financial results for the periods under review:



|                                    |  |                                 |   |  |        |  
|----------------------------------- |  | ------------------------------- | - |  | ------ | -
|                                    |  | Year ended December 31,         |  
|                                    |  | 2005                            |   |  | 2006   |  
|                                    |  | (in millions of constant pesos) |  
|Interest expense                    |  | (488.1                          | ) |  | (429.0 | )
|Interest income                     |  | 34.7                            |   |  | 52.1   |  
|Exchange (loss) gain, net           |  | 206.3                           |   |  | (48.9  | )
|Gain from monetary position         |  | 130.9                           |   |  | 133.3  |  
|                                    |  |                                 |   |  |        |  
|Comprehensive financial result, net |  | (116.2                          | ) |  | (292.5 | )

Our interest expense decreased 12.1%, or Ps. 59.1 million, to Ps. 429.0 million in 2006,
from Ps. 488.1 million in 2005. The decrease in the interest expense was due to lower indebtedness as a result of the principal amortization of our senior notes due 2006 on May 15, 2006, the corresponding amortization of our senior notes
due 2010 on June 30, 2006 and on December 29, 2006, and the refinancing of our senior notes due 2009 with a lower rate bank facility.

Interest income increased Ps. 17.4 million to Ps. 52.1 million in 2006, from Ps. 34.7 million in 2005, due to a higher average cash balance.

Exchange loss in 2006 was Ps. 48.9 million compared to an exchange gain of Ps. 206.3 million recorded during 2005. We record a foreign exchange gain or loss with respect to U.S. dollar denominated net
monetary position of assets and liabilities when the Peso appreciates or depreciates in relation to the U.S. dollar. Our U.S. dollar-denominated monetary liabilities, which principally consist of indebtedness and accounts payable, exceed our U.S.
dollar-denominated monetary assets, which principally consist of investments in cash equivalents. We have recorded a foreign exchange loss during 2006 due to the 1.5% depreciation of the Peso against the U.S. dollar compared to a 4.9% appreciation
of the Peso against the U.S. dollar in 2005.

Gain from monetary position slightly increased from Ps. 130.9 million for 2005 to Ps.
133.3 million for 2006. Although the level of monetary liabilities was lower in 2006, as compared to 2005, the increase in the gain from monetary position was mainly due to a higher Mexican inflation of 4.1% for 2006, compared to 3.3% inflation
recorded in 2005.

Income and asset taxes

We and our sole subsidiary, Servicios Alestra, are subject separately to pay income tax or asset tax, which are computed separately by each entity. We have generated substantial tax losses of approximately Ps. 6,521.3
million; accordingly, no income tax provisions have been included in the income statements for 2006. In order to defer asset tax payments in 2006 we determined our asset tax using the tax basis of the fourth preceding year instead of the current
year as is established in the option of Article 5-A of the Asset Tax Law. On the other hand, for 2006, Servicios Alestra recorded asset tax of Ps. 2.8 million.



40



---

##### Table of Contents

Net Income (loss)

During 2006, we recorded a net loss of Ps. 123.7 million compared to a net income of Ps. 52.0 million in 2005. This was mainly due to a higher comprehensive financial loss as a result of a higher exchange
loss during 2006, as compared to 2005.

Critical accounting policies

We have identified the policies below as critical to our business operations and to understanding the result of our operations. Preparation of our
consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported
amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. We believe the following accounting policies used in the preparation of our consolidated financial statements involve significant judgments
and estimates.

Revenue Recognition

Our principal sources of revenue are derived from domestic and international long distance services and from data, internet and local services. Long distance revenues are recognized based on minutes of traffic
processed by us. Since August 11, 2004, the proportional return system was eliminated from the international long distance rules. After this, revenues for international long distance services into Mexico are recognized based mainly on the
minutes that the New AT&T sends to us.

Revenues from international long distance services reflect income obtained under bilateral
contracts between us and foreign operators, as well as those amounts obtained from our clients in Mexico. The aforementioned bilateral contracts set the payment rates from us to foreign operators for the use of their networks in long distance
interconnections invoiced in Mexico and from the foreign operators to us for the use of our network for the interconnection of calls invoiced outside of Mexico. Payment rates subject to these contracts are negotiated with each foreign operator.

Revenues derived from data, internet and local are billed monthly and are recognized when services are provided.

Allowance for doubtful accounts

We
take a conservative approach toward uncollectible accounts, commonly called the Spindown Method. For all services, this method calculates a certain reserve based on an estimate of the amount of customer accounts receivable that will become
uncollectible. Both, the residential and business accounts, will be fully reserved when those accounts are 241 days and 271 days past due, respectively. To obtain this forecast, an uncollectible rate (the Spindown Rate) is estimated and
applied to each bucket of the accounts receivable. The Spindown Rate applied on each months reserve calculation equals the average Spindown Rate registered on the previous six-month period. Payment is due 25 days after the issuance of an
invoice. We take several different actions to collect past due amounts, including the use of messages, telegrams, collection letters sent to the customer and person-to-person calls. Service is completely suspended when a residential customer has an
account that is more than 30 days past due, or when a business customer has an account that is more than 60 days past due. If the balance for a residential customer is still unpaid 90 days after the due date, we assign the account to a collection
agency. For business customers with an unpaid balance greater than Ps.50, the account is also assigned to a collection agency 120 days after the due date. If the efforts of collection agencies are unsuccessful and the balance is large enough to make
legal proceedings worthwhile, we commence legal proceedings. As of December 31, 2005, 2006 and 2007, our allowance for doubtful accounts was Ps. 111.3 million, Ps. 75.6 million and Ps. 55.6 million, respectively. We consider this reserve is
sufficient to cover the probable loss of accounts receivables; however, we cannot assure that we will not be required to increase the amount of this reserve. A 10% change in the amounts estimated to be uncollectible would result in a change in
uncollectible expense of approximately Ps. 7.3 million.



41



---

##### Table of Contents

Long-lived assets

We estimate the useful lives of long-lived assets in order to determine depreciation and amortization expense to be recorded during any reporting period. The useful life of an asset is estimated at the time the asset
is acquired and is based on historical experience with similar assets, taking into account anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated, or in a different form than anticipated, the
useful lives assigned to these assets may need to be shortened. This would result in the recognition of increased depreciation and amortization expense in future periods. Alternatively, these types of technological changes could result in the
recognition of an impairment charge to reflect the write-down in assets value. We review assets for impairment annually, or when events or circumstances indicate that the carrying amount may not be recoverable over the remaining lives of the
assets. In assessing impairments, we use cash flows, which take into account managements estimates of future operations, estimates of future operations including estimates of revenues, costs, operating expenses, capital expenditures and debt
service. For US GAAP purposes, pursuant to SFAS 144, we review the carrying value of our long-lived assets for impairment whenever changes in events and circumstances indicate that the carrying amount of the assets may not be recoverable. If an
evaluation is required, the estimated future undiscounted cash flows associated with an asset would be compared to the assets carrying value to determine if an asset is impaired, in which case the asset is written down to its fair value. Based
in our cash flow analysis, no impairment existed at December 31, 2005, 2006 and 2007.

Deferred Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process requires us to
estimate our certain current tax exposure together with an assessment of temporary differences resulting from the differing treatment of certain items for tax and accounting purposes, such as depreciation and amortization, cost and accruals, and
allowance for doubtful accounts. These differences result in deferred tax assets and liabilities, which are included on our consolidated balance sheet. To the extent we establish a valuation allowance or we increase this allowance in a period, we
must include an expense within the tax provision in the statement of operations. Significant management judgment is required to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets. In 2007 we recorded a valuation allowance of Ps. 680.1 million, due to uncertainty whether we may use certain deferred tax assets, primarily certain net operating losses carried forward and recoverable asset
tax, before they expire. We began accumulating net operating loss carry-forwards beginning in 1996.

These net operating loss
carry-forwards expire ten years after they accumulate. The valuation allowance is based on financial projections prepared by us that were reviewed by independent consultants. In the event that actual results differ from these estimates or we adjust
these estimates in future periods, we may need to establish an additional valuation allowance that could materially impact our financial position and results of operations.

In accordance with the interpretation published by the Mexican Board of Research and Development of Financial Reporting Standards (CINIF) last December
21, 2007, with respect to the accounting effects of the IETU, and based on financial and tax projections, the Company has determined that it will continue to pay regular income tax in the future. As a result, the Companys management has not
recorded any deferred IETU taxes at December 31, 2007.

New Accounting Pronouncements Under Mexican FRS

During the last quarter of 2007, the Mexican Financial Reporting Standards Board (CINIF, due to its name in Spanish) issued certain Financial Reporting
Standards and certain Interpretations to the Financial Reporting Standards (INIF, due to its name in Spanish), which became effective on January 1st, 2008. It is estimated that these NIF and INIF will not have a significant effect in the
Companys financial information.

NIF B-2 Cash flows statement.This NIF provides the provisions for the
presentation, structure and preparation of the cash flows statement, as well as for the disclosures complementing this basic financial statement. The NIF B-2 supersedes the Statement B-12, Statement of changes in the financial position,
and also requires companies show gross amounts of collections and payments. In very specific cases, the standard allows companies to show net cash flows movements. It is also requires companies to show how the cash balance is obtained.

NIF B-10 Inflation effects.This NIF provides the provisions for the recognition of the inflation effects under an inflationary
environment in the country. This NIF incorporates, among other, the following changes: i) the option to choose the use of the National Consumer Price Index or the value of the Investments Units (UDIS, a Mexican index based on inflation),
ii) eliminates the use of the method of valuation for foreign origin assets, iii) the initial accumulated gain or loss from withholding of non monetary assets and the initial accumulated gain or loss from monetary position, be reclassified to the
retained earnings or mantained in the equity such affects derived from items which have not been charged or credited to the income statement.

NIF B-15 Translation of foreign currency. This NIF supersedes current Statement B-15 and establishes the procedures to translate financial information from a foreign operation such as: i) from the posted currency to the
functional currency; and ii) from the functional currency to the posted currency. It also allows an entity to express its financial statements in a currency different from its functional currency.

NIF D-3 Employee benefits This NIF supersedes current Standard D-3. The most important changes to this statement include the
reduction of the amortization period of unrecognized prior items to a maximum of five years , the inclusion of the effects of salary growth in the calculation of the Defined Benefits Obligation (formely known as the Projected Benefits Obligation),
the elimination of the accounting treatment for the additional pension liability and its corresponding intangible asset and separate equity component.

NIF D-4 Income tax.This NIF requires the recognition of the asset tax as a tax credit and therefore, as a deferred income tax asset. The standard requires the reclassification to retained earnings
of the initial transition adjustment recorded in equity, unless the timing difference which gave rise to this adjustment has not been realized.

INIF 6 Option to choose the form of hedges. This INIF indicates that a derivative financial instrument may be considered as such as of the date of its acquisition or as of a subsequent date, only if it fulfills with the
new requirements established in paragraph 51a) of Statement C-10.

INIF 7 Accounting treatment of the comprehensive income or loss
derived from a cash flows hedge over a projected transaction of purchasing a non financial asset.This INIF amends the following paragraphs of the Statement C-10:

Paragraph 105, to clarify that the effects of a hedge recorded in the comprehensive gain or loss derived from transactions of purchasing a non financial
asset can be capitalized in the cost of the non financial asset, whose price is fixed by the hedge.

Paragraph 106, to indicate that in the
case of all cash flows hedges, the amounts recorded in the equity as a part of the comprehensive gain or loss of the year, must be reclassified to the income statement in the same period or periods in which the hedge contract is signed or the
projected transaction is affected, except for the cases indicated in paragraph 105.

IFRIC 12Service concession arrangements

The interpretation serves to clarify the treatment of arrangements whereby a government or other body grants contracts for the supply of public services
to private operators. The objective of this IFRIC is to clarify aspects of accounting for service concession arrangements.

Management is
currently evaluating the suppletory application of this standard.



42



---

##### Table of Contents

New Accounting Pronouncements under U.S. GAAP

In December 2007, the FASB published SFAS No. 160 Non Controlling Interests in Consolidated Financial Statements  an amendment of ARB
No. 51. This statement addresses the reporting of minority interests in the results of the parent and provides direction for the recording of such interests in the financial statements. It also provides guidance for the recording of various
transactions related to the minority interests, as well as certain disclosure requirements.

SFAS No. 160 will be effective for fiscal
years, and interim periods after December 15, 2008, earlier adoption is prohibited and shall be applied prospectively. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. The Company will adopt
this pronouncement on January 1, 2009.

The adoption of this statement will have some changes on the Companys presentation of
financial results and statement of position. However, these changes are not expected to be of a material nature.

In December 2007, the
FASB published SFAS No. 141-R, which replaces SFAS No. 141, Business Combinations. This statement improves the reporting of information about a business combination and its effects. This statement establishes principles and requirements
for how the acquirer will recognize and measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquisition. Also, the statement determines the recognition and measurement of goodwill acquired in
the business combination or a gain from a bargain purchase, and finally, determines the disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

SFAS No 141-R will be effective for all business combinations with an acquisition date on or after the beginning of the first annual reporting period
after December 15, 2008, earlier adoption is prohibited. The Company will adopt this pronouncement on January 1, 2009.

In February 2007
the FASB published SFAS No. 159, The Fair Value Option for Financial Assets and Financial liabilities. This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions.

This Statement also establishes presentation and disclosure requirements
designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This statement does not affect any existing accounting literature that requires certain assets and
liabilities to be carried at fair value. This Statement does not establish requirements for recognizing and measuring dividend income, interest income, or interest expense. This statement does not eliminate disclosure requirements included in other
accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157, Fair Value Measurements, and SFAS No. 107, Disclosures about Fair Value of Financial Instruments.

SFAS No. 159 will be effective for all fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact this statement will
have on its financial position, results of operations and disclosures, should the Company elect to measure certain financial instruments at fair value.

In September 2006 the FASB published SFAS No. 157 Fair Value Measurements, which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 establishes a common
definition of fair value, provides a framework for measuring fair value under U.S. GAAP and expands disclosure requirements about fair value measurements. SFAS No. 157 was to be effective for financial statements issued in fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. On February 6, 2008, the FASB issued a position paper that partially defers SFAS No. 157 for one year relating to non-financial assets and liabilities, except those items
disclosed at fair value on a recurring basis. The Company is currently evaluating the impact, if any, the adoption of SFAS No. 157 will have on its financial position, results of operations and disclosures.

U.S. GAAP Reconciliation

Our
consolidated financial statements are prepared in accordance with Mexican FRS, which differs in certain significant respects from U.S. GAAP. See Note 17 to our audited consolidated financial statements for information relating to the nature and
effect of such differences. Financial statements prepared under Mexican FRS recognize the effects of inflation, whereas financial statements prepared under U.S. GAAP are presented on a historical cost basis. We are not required to reverse the
Mexican inflation accounting adjustments when reconciling Mexican FRS to U.S. GAAP, as these adjustments provide a means of measuring the effects of price-level changes in the inflationary Mexican economy. Accordingly, these inflation-adjusted
figures are considered a more meaningful presentation than historical cost-based financial reporting for both Mexican and U.S. accounting purposes.

Net income (loss) under U.S. GAAP amounted to Ps. 460.8 million in 2005, Ps. 300.6 million in 2006 and Ps. 299.0 million in 2007, compared with net income (loss) under Mexican FRS of Ps. 52.2 million in 2005, Ps. (123.6) million in 2006 and
Ps. 188.0 million in 2007.



43



---

##### Table of Contents

Stockholders equity under U.S. GAAP amounted to Ps. 1,779.3 million in 2006 and Ps. 2,075.3 million
in 2007, compared with stockholders equity under Mexican FRS of Ps. 2,392.5 million in 2006 and Ps. 2,597.9 million in 2007. See Note 17 to our audited consolidated financial statements for a further discussion of the adjustments under U.S.
GAAP.

B. Liquidity and capital resources

During 2007 we generated sufficient cash flow from operations to fund our requirements, including working capital, capital expenditures and our debt service.

We continue to focus our capital expenditures on businesses that we believe may offer more attractive margins and a short-to medium term return. All
capital expenditures are included in a budget which is pre-authorized by our Board of Directors. We do not expect that any single capital expenditure in 2008 will have a material impact on our operations or financial results. We may incur in an
additional indebtedness in 2008 to finance a small portion of our capital expenditures. We plan to pay the corresponding principal amortization of our senior notes due 2010 and our bank facility. We believe that we will generate positive capital
resources from our operations to fund working capital, capital expenditures and most of our debt service needs in 2008. In 2008, we may also seek alternatives to refinance our existing debt, in order to improve terms and conditions.

Our ability to continue generating sufficient cash flow could be affected by the following factors among others:



| |  |  | the general economic conditions in Mexico;
| | - |  | ------------------------------------------



| |  |  | access to the capital markets;
| | - |  | ------------------------------



| |  |  | the continuing decrease in international settlements from foreign carriers;
| | - |  | ---------------------------------------------------------------------------



| |  |  | lower domestic rates resulting from competition; and
| | - |  | ----------------------------------------------------



| |  |  | higher capital expenditure needs to build and maintain our network.
| | - |  | -------------------------------------------------------------------

Current Liquidity

As of December 31, 2006 and 2007, we had Ps. 745.4 million and
Ps. 283.1 million of unrestricted cash and cash equivalents available, respectively. Unrestricted cash and cash equivalents balance decreased Ps. 462.3 million from December 31, 2006 to December 31, 2007 primarily due to the
following factors:



| |  |  | Principal amortization of our senior notes due 2010 on July 2, 2007 for US$16.7 million (Ps. 181.8 million) and on December 31, 2007 of US$16.7 million
(Ps. 181.8 million);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Principal amortization of our bank facility, in the amount of US$3.8 million (Ps. 41.8 million) on each of February 1, 2007, May 2,
2007, August 2, 2007 and November 5, 2007.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Temporary investment in our senior notes due 2010, from US$1.4 million at December 31 2006 to US$14.9 million at December 31, 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | A pending payment for administrative fees from previous years in an amount of US$12.1 million to Onexa and US$8.9 million to AT&T.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------

The unrestricted cash and cash equivalents balance consists of cash and temporary investments with original maturities
of three months or less. Our treasury policy is to invest in highly liquid temporary cash investments issued by major Mexican banks, U.S. banks and corporations with the highest credit ratings. As of December 31, 2007 we had unrestricted cash
of Ps. 283.1 million, of which Ps. 2.0 million were in cash, Ps. 106.0 million in U.S. dollar-denominated instruments and Ps. 175.1 million were in Peso-denominated instruments, additionally we have a investment of US$14.9
million in our senior notes due 2010 and a restricted cash amount of Ps. 166.0 million as collateral for our bank facility and others.

In our opinion, our cash and cash equivalents balance is sufficient for our present requirements.



44



---

##### Table of Contents

As of December 31, 2006 and 2007 our ratio of current assets to current liabilities was 1.03x and
0.93x, respectively. Our ratio of current assets to current liabilities as of December 31, 2007 includes as current liabilities the corresponding principal amortizations of our bank facility that will be payable in 2008 and also the
corresponding principal amortization of the senior notes due 2010 that will be payable on June 2008 and December 2008.

Resources
generated from,or used in,operating activities. Resources provided from operating activities in 2007 were Ps. 997.5 million compared to resources provided in operating activities of Ps. 1,064.8 million in 2006. This
decrease was primarily due to a payment of administrative fees to Onexa and AT&T in 2007 an amount of Ps. 137.0 million and Ps. 99.5 million respectively. As a part of our debt restructuring process during 2002 and 2003, our partners
agreed that the administrative service fees that Onexa and AT&T have charged would not become due until 2007.

Resources used
in,or generated from,investing activities. Resources used in investing activities were Ps. 615.4 million and Ps. 640.2 million in 2007 and 2006, respectively. The increase was due to a higher amount invested in property
and equipment. Our main capital expenditures during 2007 were on network growth and direct access with Ps. 311.9 million and Ps. 83.1 million, respectively.

Resources used in,or generated from,financing activities. Resources used in financing activities for 2007 were Ps. 844.4 million compared to resources used in financing activities of Ps.
672.9 million in 2006. The increase was mainly due higher principal amortization of the senior notes due 2010 than in 2006, and the beginning of the principal amortization in February 1, 2007 of the bank facility.

Under Mexican FRS, the sources and uses of resources are determined based upon the differences between beginning and ending financial statement balances
in Mexican pesos of constant purchasing power. In addition, they include certain non-cash items such as monetary gains and losses and unrealized foreign currency translation gains and losses, which are eliminated in the cash flows presented under
U.S. GAAP.

Given the nature of our revenues derived from international incoming traffic, which are U.S. dollar denominated, and of our
costs and expenses, which are principally Peso-denominated, we believe we will be only partially insulated from potential exchange rate fluctuations. For this reason, from time to time, we assess our exposure and consider opportunities to manage
this risk, for instance through the use of hedging instruments. In order to minimize the exchange rate risk of the Mexican Peso-U.S. dollar, on March 15, 2007 and October 12, 2007 we entered into an economic currency hedge to minimize the
effect of fluctuations in the U.S. dollar/Mexican Peso exchange rate. The hedge will be effective from January 2008 through December 2008.

Material Commitments and Funding

The table below describes by year of payment due current material commitments as of
December 31, 2007.



|                                        |  |         |  |       |  |         |  |     
|--------------------------------------- |  | ------- |  | ----- |  | ------- |  | ----
|                                        |  | 2008    |  | 2009  |  | 2010    |  | 2011
|Lease financing                         |  | 22.9    |  | 1.5   |  |        |  |    
|Principal                               |  | 22.8    |  | 1.5   |  |        |  |    
|Interest                                |  | 0.1     |  |      |  |        |  |    
|Principal payments on long-term debt(2) |  | 599.7   |  | 599.7 |  | 1,935.1 |  |    
|Notes interest payments(3)              |  | 228.5   |  | 185.0 |  | 76.3    |  |    
|Operating leases(4)                     |  | 70.1    |  | 72.2  |  | 83.4    |  | 86.6
|Capital expenditures                    |  | 764.2   |  |      |  |        |  |    
|                                        |  |         |  |       |  |         |  |     
|Total                                   |  | 1,685.4 |  | 858.4 |  | 2,094.8 |  | 86.6
|                                        |  |         |  |       |  |         |  |     



|(1) | Nominal pesos converted from U.S. dollars at a rate of 10.9169 pesos per dollar, which is the noon buying rate provided by The Federal Reserve Bank of New York on December 31,
2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Principal payments on the bank facility and senior notes due 2010.
|--- | ------------------------------------------------------------------

|(3) | Interest payments on the bank facility and senior notes due 2010.
|--- | -----------------------------------------------------------------

|(4) | Derived from the annual budget from 2008.
|--- | -----------------------------------------

Our lease
financing commitments include a capital lease contract with The Capita Corporation de México, S.A. de C.V. (Capita), which expires in May 2008, and a lease contract with CSI Leasing México, S. de R.L. de C.V.
(CSI), which expires in April 2009. Our principal long term debt commitments for 2007, 2008 and 2009 include



45



---

##### Table of Contents

the principal amortization of our outstanding bank facility and senior notes due 2010. The interest commitments include the interest payments of our bank
facility and senior notes due 2010 for 2007, 2008 and 2009. Our operating leases commitments include the rent of our operative and administrative buildings and our capital expenditures commitments include an estimate of our capital expenditures
needs for this year.

Capital expenditures for 2005, 2006 and 2007 amounted to Ps. 368 million, Ps. 363 million and Ps.
460 million, respectively. We believe that our investments in 2008 will be higher than 2007. In January and February 2008 we invested US$ 5.3 million.

We believe that the funds to meet our current material commitments will be provided by internally-generated funds from our operations.

Senior Notes due 2010

The senior notes due 2010 pay interest semi-annually in cash in arrears
at a rate of 8% per annum on June 30 and December 30 beginning on December 30, 2003. As of December 31, 2007 we had US $252.5 million of senior notes due 2010 outstanding.

The principal amortization of the senior notes due 2010 on each June 30 and December 30 occurring on or after December 30, 2007, according
to the following table:



|                       |  |                                                |   |  |                                                  |  
|---------------------- |  | ---------------------------------------------- | - |  | ------------------------------------------------ | -
|Principal payment date |  | Percentage of originalprincipal amount payable |   |  | Percentage of remainingoriginal principal amount |  
|June 30, 2008          |  | 6.50                                           | % |  | 76.50                                            | %
|December 30, 2008      |  | 6.50                                           | % |  | 70.00                                            | %
|June 30, 2009          |  | 6.50                                           | % |  | 63.50                                            | %
|December 30, 2009      |  | 6.50                                           | % |  | 57.00                                            | %
|June 30, 2010          |  | 57.00                                          | % |  |                                                 |  

The indenture governing our senior notes due 2010 contains the following covenants, among others,
each subject to certain customary exceptions and carve-outs:



| |  |  | subject to specified exceptions, we may not incur indebtedness unless our consolidated leverage ratio would be less than or equal to 4.0 to 1.0; as of
December 31, 2007, our consolidated leverage ratio was lower than 4.0 to 1.0;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | subject to specified exceptions, we may not make restricted payments, such as dividends, unless we could incur at least one additional dollar of indebtedness, no
event of default has occurred, and the sum of all restricted payments since May 17, 1999 is less than a specified amount; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | subject to specified exceptions, we may not incur any liens on any of our properties.
| | - |  | -------------------------------------------------------------------------------------

Other indebtedness

We have a
secured financing facility with Deutsche Bank, with a balance as of December 31, 2007 of US$34.6 million. The facility has a variable interest rate of LIBOR plus 1.65% per annum. Interest payments and amortizations are payable in a
quarterly basis commencing on November 1, 2006, and February 1, 2007, respectively. The final maturity of this facility is on February 1, 2010.

We have a capital lease contract for telecommunications equipment with Capita, with a balance as of December 31, 2007 of US$0.40 million, which is subject to an average annual fixed interest rate of 8.8%. Final
maturity of this facility is in May 2008.

We also have a capital lease contract with CSI, with a balance as of December 31, 2007 of
US$1.1 million. Final maturity of this facility is in April 2009.



46



---

##### Table of Contents

Other developments

From December 2006 through March 2007, we acquired a portion of our 8% senior notes due 2010. As of March 31, 2007, we have acquired $14.9 million
principal amount of our senior notes due 2010. This investment in our senior notes due 2010 has been registered in our financial statements as a reduction of our total senior notes outstanding.

In order to increase our liquidity and as part of the debt restructuring process during 2002 and 2003, our partners agreed that the administrative
service fees that Onexa and AT&T have charged and will charge us will not become due until 2007. At March 1, 2007 we paid US$12.1 million to Onexa and made a payment in April of US$8.9 million to AT&T.

Legal Proceedings

Sanction regarding infractions to the public administration acquisition act

On July 16, 2006, Corporación Mexicana de Investigación en materials S.A. de C.V. (COMIMSA) ,(an
entity of the Mexican public administration) made a public bid for it to receive domestic and international long distance services. We participated in the bid and on July 20, 2006, we were awarded these services by COMIMSA. On August 21,
2006 we notified COMIMSA that we were not capable of providing long distance services in two of the populations in which COMIMSA required such service, due to the fact that the service areas had not been opened to pre subscription by Cofetel in
accordance with the long distance service rules. As a result, we could not enter into the respective services agreement, which we were obliged to execute within the following 10 working days after the awarding of the bid. As a result, COMIMSA filed
with the Secretaria de la Funcion Publica(SFP) an administrative proceeding against us on October 3, 2006 to determine if we were subject to sanctions under the applicable law. SFP decided that we infringed on the applicable
laws and imposed a sanction consisting in (i) our being prohibited to participate in bids or offer telecommunication services to the Mexican Federal administration for a period of three months and (ii) a fine of Ps. 75 thousand to be
paid by us. Against such resolution we filed an amparosuit (a constitutional defense procedure under Mexican law) with the Sixth District Court in Mexico City, obtaining the suspension of the ruling on January 9, 2007. Our main
arguments were that we did not commit any fraudulent conduct and that there were not any damages and injuries against COMIMSA. On November 5, 2007, the Judge issued a resolution stating that SFP committed procedure mistakes in its resolution.
However, if the final ruling is against us, we will be prevented from participating in public bids to the Mexican Federal Administration for a period of 90 days. On November 22, 2007, we filed an appeal against such ruling. It is difficult to
predict the outcome of the appeal and even if the ruling were to be adverse to us, the procedure mistakes committed by SFP will oblige them to restore its resolution. In the meantime, the suspension is granted and we are permitted to continue to
participate in public bids with the federal government and we do not have to pay the penalty imposed.

Claim regarding to the fire
originated in a building leased by Servicios Alestra

In August 2006 ABA SEGUROS and 7 ELEVEN filed a claim against our subsidiary
Servicios Alestra in an amount of Ps 50,000 corresponding to the fire originated in the building leased by us to Casa Chapa (subrogation of rights). We filed a response with the support of ACE Seguros (insurance company of Servicios Alestra),
requesting that ACE Seguros be named in the claim, since ACE Seguros is who should pay in case of an unfavorable sentence toward us. In February 2007, ABA SEGUROS/7 ELEVEN filed an appeal for review against the agreement to call ACE Seguros to trial
as co-defendants. On November 20, 2007, the Second District Court for civil and labor purposes, issued a sentence to the writ of relief filed by us and ACE Seguros, granting Servicios Alestras request to include ACE Seguros as co-defendant in
the trial. At December 7, 2007, ABA SEGUROS/7 ELEVEN filed an appeal for review against the aforementioned writ of relief. Management does not believe this claim would have any adverse effect; we have not recorded any amount thereof.

C. Research and development, patents and licenses, etc.

Not applicable.

D. Trend information

An understanding of our financial condition and the results of operations for the periods discussed in this annual report requires an appreciation of the
telecommunications regulatory structure in Mexico. Accordingly, the following discussion should be read in conjunction with the discussion of these and related matters which appear under Item 4, Information on the Company  Business
overview  Regulatory framework.

Our financial results for the periods discussed in this annual report have been influenced by
a variety of other factors not directly related to regulatory structures, including economic conditions in Mexico, government rate-setting policies, and levels of competition. A number of these factors have been particularly significant to our
results in the past, and some of these factors such as the Mexican rate of inflation, exchange rate fluctuation, and the decline of long distance rates, are expected to continue to influence our financial results.



47



---

##### Table of Contents

The Mexican telecom industry is highly influenced by various U.S. industry trends, such as:



| |  |  | the growth in broadband access;
| | - |  | -------------------------------



| |  |  | the convergence of services and industries, as evidenced by the introduction of voice and data bundles in the market;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | multi-service IP services, such as Virtual Private Networks; and
| | - |  | ----------------------------------------------------------------



| |  |  | mobile services.
| | - |  | ----------------

E.
Off-balance sheet arrangements

Not applicable

F. Tabular disclosure of contractual obligations



|                                      |  |                                                  |  |                 |  |           |  |           |  |                 
|------------------------------------- |  | ------------------------------------------------ |  | --------------- |  | --------- |  | --------- |  | ----------------
|                                      |  | (in millions of Pesos) (1)Payments due in period
|Obligation                            |  | Total                                            |  | Less than1 year |  | 1-3 years |  | 3-5 years |  | More than5 years
|Long-term debt(2)                     |  | 3,624                                            |  | 829             |  | 2,796     |  |          |  |                
|Principal                             |  | 3,134                                            |  | 600             |  | 2,535     |  |          |  |                
|Interest                              |  | 490                                              |  | 229             |  | 261       |  |          |  |                
|Vendor and capital lease financing(3) |  | 24                                               |  | 23              |  | 1         |  |          |  |                
|Operating lease obligation            |  | 593                                              |  | 70              |  | 242       |  | 183       |  | 97              
|Purchase obligations(4)               |  | 96                                               |  | 96              |  |          |  |          |  |                
|                                      |  |                                                  |  |                 |  |           |  |           |  |                 
|Total                                 |  | 4,337                                            |  | 1,018           |  | 3,039     |  | 183       |  | 97              
|                                      |  |                                                  |  |                 |  |           |  |           |  |                 



|(1) | Calculated based on an exchange rate of Ps. 10.9169 per U.S. dollar, the noon buying rate as provided by The Federal Reserve Bank of New York on December 31, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Interest and principal amount of our bank facility and senior notes due 2010.
|--- | -----------------------------------------------------------------------------

|(3) | Capita and CSI financing facilities.
|--- | ------------------------------------

|(4) | Maintenance contracts.
|--- | ----------------------



|Item 6. | Directors, Senior Management and Employees.
|------- | -------------------------------------------

A. Directors and senior management

Biographies of Senior Management

Rolando Zubirán Shetler(55) is our Chief Executive Officer. Mr. Zubirán has over 20 years of experience in
telecommunications. He joined us in January 1, 1999. He has served as President and General Manager of Ericsson in Argentina, as Managing Director of Sistemas Ericsson in Mexico, as Managing Director of Ericsson Business Communications in
Brazil and various other positions in business planning. Mr. Zubirán holds a Bachelor of Science Degree in Industrial Engineering from Universidad Nacional Autónoma de México and a Master of Science Degree in Operations
Research from the University of Southern California.

Bernardo García(49) is the Vice-President of our
Consumer Small Business Market. Mr. García has been with us since our start in 1996 and has held several positions, including marketing director, enterprise sales director and commercial strategy director. Before joining us, he also
served in several positions in Grupo Alfa, including one in the team that negotiated the joint venture agreement with AT&T to form our company. Mr. García holds a Bachelors Degree in Industrial and Systems Engineering from the
Instituto Tecnológico de Estudios Superiores de Monterrey, a Masters Degree in International Trade from Universidad de Monterrey and an MBA from IMD in Switzerland.

Eduardo Morali(55) is the Vice-President of our Business Market Unit. He joined us in 2000 and has over 25 years of experience
in the Information Technology Industry. He has served as President and Chief Executive Officer of NCR Mexico and as Vice President of Latin American sales of the Computer Systems Group of NCR Corporation. He also served in IBM de Mexico as Sales
Manager of the Financial Sector, as Sales Manager of the South East territory, as Marketing Plans & Control Manager and as Business Financial Manager. Mr. Morali holds a Bachelors Degree in Business Administration from
Universidad La Salle and a Degree in Finance from Instituto Tecnológico Autónomo de Mexico.



48



---

##### Table of Contents

Raúl Ortega(51) is our Chief Public Affairs and Legal Officer. From 1993 to
1996, Mr. Ortega was a Public Affairs Director with AT&T. Mr. Ortega has been with us since our start in 1996. He has substantial experience as an advisor in international telecommunications, as well as trade politics, policy and
regulation in the U.S. and Mexico. Before joining AT&T, Mr. Ortega served as Managing Director of an alliance of Mexican private sector organizations formed to promote expanded trade between the U.S., Mexico and Canada, particularly in the
context of the North American Free Trade Agreement. Mr. Ortega also has seven years of experience with Consejo Empresarial Mexicano para Asuntos Internacionales as a representative of Mexican business interests in Washington, D.C. He
holds accounting degree from the Universidad Iberoamericana and a graduate degree in Political Economics.

Alejandro Irigoyen(55) is our Chief Operations and Systems Officer. Mr. Irigoyen has over 20 years of human resources experience in various Alfa subsidiaries and corporate organizations. Mr. Irigoyens expertise is focused in the areas of
labor relations and compensation. Prior to his assignment with us, he served as Director of Administrative Staff and Services at Alfas Corporate Headquarters where he held various managerial positions in Human Resources. Mr. Irigoyen
joined us in 1996. Mr. Irigoyen has a Bachelor of Science Degree in Mechanical Engineering from the Universidad Autónoma de Nuevo León, a Master of Science Degree in Economics, majoring in Human Resources Administration, from the
University of Utah, and he attended the Instituto para la Alta Dirección de Empresas. He has also been a consultant at the Instituto Tecnológico de Estudios Superiores de Monterrey and at the Universidad Autónoma de Nuevo
León.

Patricio de la Garza(53) is our Chief Financial and Administrative Officer. Mr. de la Garza has over
20 years of experience in services and finance. Prior to his assignment with us, he worked for 10 years at Grupo Alfa where he held various managerial positions. Mr. de la Garza has been with us since our inception in 1995, starting as
Treasurer, and his responsibilities included our notes issuance. Mr. de la Garza has a Bachelor of Accounting Degree and an MBA from the Instituto Tecnológico de Estudios Superiores de Monterrey. He also attended the Instituto para la
Alta Dirección de Empresas.

Biographies of Directors

Armando Garza Sada(50) is the President of the Board of Directors of Alestra and currently is the Corporate Development President for
Alfa. Prior to taking his current position, Mr. Garza was President of Sigma from 1993-1999. Before Sigma, he held other executive positions, including Vice-President of Planning in Alfas holding company and President of Polioles and
Selther. Mr. Garza is a member of the Board of Alfa, Femsa, Coca Cola Femsa, Gigante, Lamosa, Liverpool, MVS, Pyosa, Farmacias Benavides, ITESM and Vitro Vidrio Plano. He served as Chairman of CAINTRA (Nuevo Leon Chamber of the Manufacturing
Industry) and CEESP (a private sector economic think-tank). He is also a member of the Board of CCE (Corporate Coordination Council), the Stanford Business School Alumni Association, Rabobanks North American Agribusiness Advisory Board, and
the Deans Advisory Council of MITs Sloan School of Management. Mr. Garza has a B.S. in Management from the Massachusetts Institute of Technology and a MBA from the Stanford Graduate School of Business. Mr. Garza, who is a
nominee of Onexa, has been a director of Alestra since October, 2001.

Alejandro Elizondo Barragán(55) is the
Chief Financial and Planning Officer for ALFA. Prior to taking his current position, Mr. Elizondo was the Chief Executive Officer of Hylsamex. He has over 30 years experience in ALFA where he has held various executive positions.
Mr. Elizondo is a member of the Board of Directors of Embotelladoras Arca, Hylsamex and Banco Regional de Monterrey. He has a Bachelors Degree in Mechanical Engineering from the Instituto Tecnológico de Monterrey and a MBA from
Harvard University. Mr. Elizondo, who is a nominee of Onexa, has been a director of Alestra since March, 2006.

Jorge Bustamante
García Moreno(53) is the Treasurer for ALFA. He has held several positions, including the Vice-President of Finance and Planning, at different subsidiaries of ALFA, specifically at Nemak, Alestra, DAK Amerikas, AKRA and Versax.
Mr. Bustamante obtained his Bachelors Degree in Actuarial Sciences from the Anáhuac University. He holds a Master Degree from Stanford University and also a Master Degree from the Insead. Mr. Bustamante, who is a nominee of
Onexa, has been a director of Alestra since April, 2001.



49



---

##### Table of Contents

Felipe Carlos Canales Tijerina(49) is Senior Vice-President of Corporate Planning and
Economic Studies at Alfa Corporate Center. Prior to his current position, Mr. Canales was the Corporate Treasurer of Alfa from 1996 to 2004. He has over 27 years of experience in ALFA, where he has held various executive positions. He has a
Bachelors Degree in Industrial Engineering from the Instituto Tecnológico de Monterrey and a MBA from Wharton School at the University of Pennsylvania. Mr. Canales proposed, developed the project and participated in the initial
stages of the Joint Venture between AT&T and Alfa in the Mexican telecommunications industry. Mr. Canales, who is a nominee of Onexa, has been a director of Alestra since March, 2006.

Carlos Jimenez Barrera(52) is the Secretary of the Board of Directors and General Counsel of ALFA. He has been with Alfa since 1976.
He holds a law degree from the Universidad de Monterrey and a Masters of Comparative Jurisprudence from New York University School of Law.

Karen A. Clarkis the Executive Director Market Development at AT&T. Ms. Clark joined AT&T in 1989 and has spent the majority of her career in Europe. She is currently based in Bedminster, NJ. She has held
assignments in sales and marketing, international public affairs and public relations, business development, strategy, regional operations and venture management. She has served as an AT&T representative on the Board of Directors of several
AT&T venture companies, including Telmos, UTEL and the WorldPartners Company and currently supports AT&T board activities for Alestra and NavLink. She holds Bachelor of Arts, Master of Arts and Master of International Business degrees,
earned at universities in the United States and in Europe. Ms. Clark, who is a nominee of AT&T Mexico, has been a director of Alestra since March, 2006.

Geoffrey Stephen Webster(41) as Vice-President, Commercial, of AT&T Global Services, Mr. Webster has overall responsibility for all AT&Ts non-U.S. commercial activities. These
activities include managing the investments in, and the commercial interfaces with, Alestra, AT&T Latin America, Navlink and the Shanghai Symphony Telecom Pudong venture, as well as executing and managing future international investments as the
new international strategies unfold. Prior to the formal launch of Concert as the AT&T BT global joint venture in January 2000, Mr. Webster served as Chief Counsel for the predecessor Concert organization. During much of his time with
Concert, he also managed the business interface with MCI WorldCom. Mr. Webster is a graduate of the Law School at the University of Bristol in the U.K. and is a member of the English Law Society. Mr. Webster, who is a nominee of AT&T
Mexico, has been a director of Alestra since March, 2002.

Eric R. Weinbrom(46) is the Financial Vice-President,
Business Planning and International, responsible for financial planning and analysis for the AT&T Business Services enterprise. His responsibilities include preparing the annual operating budget and monthly outlook forecasts, as well as
preparing ad hoc analyses of results and other opportunities to improve performance. In addition to managing FP&A activities, he remains responsible for all financial and statutory compliance for AT&Ts international operations.
Mr. Weinbrom is a graduate of the Pennsylvania State University with a B.S. in Health Planning and Administration. He also holds a Master Degree in Finance from Xavier University and a graduate certificate in Accounting from Fairleigh Dickinson
University. Mr. Weinbrom, who is a nominee of AT&T Mexico, has been a full director of Alestra since December, 2004 and an alternate since January, 2004.

Phillip Johnsonis the Regional Vice President, Southwest Region at AT&T. Mr. Johnson leads the Southwest Region of AT&Ts retail sales teams, including the states of Texas and
Oklahoma. His organization provides a full range of networking, integration and IT solutions, including voice, local, data, Internet, hosting, managed services, professional services and outsourcing. Mr. Johnson began his career with AT&T
in 1985 as an Account Executive, Financial Services in New York City. Since then, he has held a variety of assignments including network operations, product management, marketing, and sales management. Mr. Johnson is a member of the Dallas
Chamber of Commerce Technology Council and has served on the Trustee Board of the Houston Grand Opera, the Board of Directors of the Galleria Chamber of Commerce and the Economic Development Advisory Committee for the Greater Houston Partnership. He
received his Bachelor of Arts, History, from C.W. Post College, Long Island University, Brookville, New York and a Master of Business Administration, Management, from Our Lady of the Lake University, San Antonio, Texas. Mr. Johnson, who is a
nominee of AT&T Mexico, has been a director of Alestra since March, 2006.



50



---

##### Table of Contents

B. Compensation

For the year ended December 31, 2007, we paid aggregate annual compensation of approximately Ps. 40.7 million to our executive officers as a
group for services in all capacities. As of December 31, 2007, we have accrued pension benefit and similar liabilities of Ps. 123.9 million.

During 2007, the Company created a new defined contribution retirement plan for employees. The Company makes monthly contributions to the plan on behalf of each participating employee. The 2007 contribution expense related to the plan
equaled Ps. 18.0 million.

We annually pay a performance bonus of up to four months salary to our officers and managing
directors up to two months salary to our managers. The amount is determined by our results and individual performance, which is determined by our Board of Directors. Individual objectives are established at the beginning of the year and are
evaluated in January of the following year.

C. Board Practices

Our direct equity holders are AT&T Mexico and Onexa. Under the amended joint venture agreement, the number of directors on our board of directors is
fixed at nine. AT&T Mexico may nominate four of these directors, while Onexa may nominate the remaining five. Unless otherwise provided in our joint venture agreement or our by-laws, any vote by the board of directors requires a majority for
approval, except that the affirmative vote of at least one director appointed by each of the holders of the series A social part and the series B social part shall be required for the election of the Secretary and alternate Secretary and the
approval of any matter decided by the Board relating to a decision that we should commence bankruptcy, liquidation or similar proceedings. No director may be removed during his or her term without the consent of the party that nominated that
director. For our directors and senior management, there is no expiration date for their term of office. In addition, we have no service contracts that provide for benefits upon termination of employment. The period during which each director has
served on Alestras board is set forth at Item 6, Directors, Senior Management and EmployeesA. Directors and senior managementBiographies of Directors. We currently do not have a separate audit committee. We are not
required under the Sarbanes-Oxley Act of 2002, to have a separate audit committee as we delisted from The New York Stock Exchange.

D. Employees

At December 31, 2007, we employed 1902 people through our only subsidiary, Servicios Alestra. The
below chart shows the distribution of our employees for the years 2005, 2006 and 2007:



|                                |  |                                       |  |      |  |     
|------------------------------- |  | ------------------------------------- |  | ---- |  | ----
|                                |  | Number of Employees as ofDecember 31,
|Direction                       |  | 2005                                  |  | 2006 |  | 2007
|Officers and Staff              |  | 10                                    |  | 8    |  | 10  
|Enterprise Convergence Services |  | 0                                     |  | 0    |  | 92  
|Administration                  |  | 133                                   |  | 145  |  | 208 
|Human Resources                 |  | 36                                    |  | 37   |  | 34  
|Engineering and Operations      |  | 363                                   |  | 420  |  | 403 
|Business Sale Unit              |  | 458                                   |  | 446  |  | 401 
|Residential Sale Unit           |  | 786                                   |  | 697  |  | 612 
|Systems                         |  | 98                                    |  | 97   |  | 99  
|Strategic Planning              |  | 10                                    |  | 10   |  | 11  
|Legal and Government Relations  |  | 39                                    |  | 39   |  | 32  
|                                |  |                                       |  |      |  |     
|Total                           |  | 1,933                                 |  | 1899 |  | 1902
|                                |  |                                       |  |      |  |     

In addition, Servicios Alestra has also contracted with third-party agencies for the services of
less than 200 additional temporary employees. Only one labor union, Sindicato Nacional de Trabajadores del Transporte Público y Comunicaciones (the National Union of Workers of Public Transportation and Communications),
which operates as an autonomous workers union, represents our employees. It represents 42 Servicios Alestra employees. Relations with the union are governed by a collective bargaining agreement between us and the union. Under Mexican law, collective
bargaining agreements are reviewed annually with regard to salaries, and biannually with regard to fringe benefits. To date, we have not experienced any work stoppages and our management believes that our relationship with our employees and the
union is good.



51



---

##### Table of Contents

E. Share Ownership

Not applicable.



|Item 7. | Major shareholders and related party transactions.
|------- | --------------------------------------------------

A. Major Shareholders

We are owned 49% by AT&T and 51% by Onexa. Onexa is owned by Alfa. AT&T holds its
equity in us through its subsidiary AT&T Mexico.

On November 14, 2000, we restructured our capital without changing the above
referenced ownership proportions as follows: 35% of our capital is represented by Series A shares and Series B shares and the remaining 65% is represented by Neutral (N) stock. The Series A shares and the Series B shares have full voting
and economic rights while the N stock has full economic rights but limited voting rights. AT&T Mexico holds 49% of the N stock and Onexa holds the other 51%. Onexa continues to hold 100% of the Series A shares and AT&T Mexico continues to
hold 100% of the B shares.

Alfa is one of Mexicos largest conglomerates. It comprises four groups that participate in key industries
within the Mexican and NAFTA economies, including petrochemicals and synthetic fibers, processed food, auto parts and telecommunications. As of December 31, 2007, Alfas total assets amounted to Ps. 99.3 billion, with annual sales of Ps.
106.8 billion and operating income of Ps. 6.5 billion. On July 31, 2006, Alfa announced that it reached an agreement with BBVA Bancomer regarding the acquisition of the 49% equity interest BBVA Bancomer had in Onexa. This acquisition increased
Alfas participation in Onexa to 100%.

AT&T is among the premier voice, video and data communications companies in the world,
serving businesses, consumers, and government. AT&T runs the largest, most sophisticated communications network in the U.S., backed by the research and development capabilities of AT&T Labs. A leading supplier of data, internet and managed
services for the public and private sectors, AT&T offers outsourcing and consulting to large businesses and government. AT&T is a market leader in local, long distance and internet services, as well as transaction-based services like prepaid
cards, collect calling and directory assistance. On January 31, 2005, AT&T Corp. and SBC announced that their boards had approved a deal under which SBC will acquire AT&T Corp., and on November 17, 2005, SBC completed its
acquisition of AT&T Corp.

Under the Federal Telecommunications Law and the Foreign Investment Law, no more than 49.0% of the voting
equity of a Mexican corporation holding a concession to provide long distance telecommunications services may be held by non-Mexican nationals. Onexa, a Mexican national, holds 51% of our voting equity. We have entered into a joint venture agreement
with our equity holders, and have adopted certain bylaws which govern the relationship between the equity holders and us.

As part of the
senior notes restructuring, on November 17, 2003 our equity holders resolved to increase the variable portion of our capital stock by $100 million (Ps. 1,181.0 million), which was subscribed and paid for by each equity holder in proportion to
its participation in the capital of the Company, i.e., 51% by Onexa and 49% by AT&T. In order to reconcile our capital with Mexican FRS, reflect inflationary gain, and absorb accumulated losses, on December 1, 2003 our equity holders
resolved to (i) reclassify the balance as of December 31, 2002 of our restatement of capital stock account into the variable portion of our capital stock in the amount of Ps. 5,230.3 million, and (ii) reduce the variable portion
of the capital stock for Ps. 9,565.9 million and Ps. 1,394.62 million by reclassifying these amounts from our accumulated deficit account and our accumulated deficit from restatement account, respectively. As a consequence, the nominal
value of the shares was proportionally reduced according to the ownership interest of each of the shareholders, 51% on Onexa and 49% on AT&T. These transactions did not represent a contribution or payment to the equity holders.

On October 18, 2007, Onexas shareholders entered into an agreement to merge with Alfa. The merger is conditioned on Mexican governmental
approval and will be effective on March 31, 2008. After the effective date of the merger, Alfa will be the direct shareholder in Alestra.



52



---

##### Table of Contents

B. Related party transactions

See Item 17 and 18, Financial Statements  Note 4. Accounts receivable and payable and transactions with affiliates and other related
parties.

C. Interests of experts and counsel

Not applicable.



|Item 8. | Financial Information.
|------- | ----------------------

A. Consolidated
statements and other financial information

See Item 18, Financial Statements for the list of all financial
statements filed as a part of this annual report.

Policy on Dividend Distribution

Our shareholders joint venture agreement provides that our shareholders, subject to their vote and to applicable provisions of our senior notes due
2010 (or any of our other indebtedness restricting our ability to pay dividends), have agreed to declare annual distributions of fifty percent of our after tax net income, determined in accordance with Mexican FRS. Notwithstanding the foregoing, we
will declare distributions only (x) in an amount which does not exceed the lesser of (i) earnings on which Mexican taxes have been paid so that no additional Mexican tax is payable as a result of the distribution, and (ii) our net
cash flow, (y) after such time as all scheduled capital contributions have been made and (z) after all requirements of Mexican law for the declaration and payment thereof have been satisfied. As of today, we have not declared any
dividends.

B. Significant changes

Not Applicable



|Item 9. | The Offer and Listing.
|------- | ----------------------

A. Offer and listing
details

Not applicable.

B. Plan of distribution

Not applicable.

C. Markets

Our senior notes
due 2010 are listed on the Luxembourg Stock Exchange.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable

F.
Expenses of the issue

Not applicable.



|Item 10. | Additional Information.
|-------- | -----------------------

A. Share capital

Not applicable.



53



---

##### Table of Contents

B. Memorandum and articles of association

Our deed of incorporation and bylaws were previously filed as Exhibit 3.1 on Form F-4, Registration No.333-11084 filed with the Securities and Exchange
Commission (the SEC) on November 9, 1999 (our Registration Statement). Our bylaws were amended by the minutes to the General Partners Meeting on November 14, 2000, which were filed as Exhibit 3.2 to Form F-4,
Registration No.333-100075 filed with the SEC on February 12, 2003. Our bylaws were further amended by the minutes to the General Partners Meeting on November 4, 2005, which were filed as Exhibit 1.3 to Form 20-F, filed with SEC on
April 3, 2006. Our joint venture agreement was filed as Exhibit 10.1 to the Registration Statement. Our joint venture was further amended on November 30, 2005, which amendment is being filed as Exhibit 4.1 to Form 20-F, filed with SEC on
April 3, 2006. The following discussion and Item 6 above summarize some of the important aspects of our joint venture agreement and our bylaws.

Our deed of incorporation includes the following as the purposes of our Company:



| |  |  | To install, operate and/or exploit a public telecommunications network under a concession from the Ministry of Communications and Transport.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The rendering of telephone services, conduction and transmission of signals, cable television or restricted television, value-added or improved services;
interconnection services with other public or private networks and any other type of telecommunications and information service in the country, to the extent allowed bylaw.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To use, benefit from and/or exploit frequency bands in the national territory under a concession from the Ministry of Communications and Transport, except for the
radioelectric spectrum classified as free access which may be used and exploited without a concession.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The rendering of radiocommunication, radiotelephone, cellular, telephone services, personal communication services and all services that use the radioelectric
spectrum.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Construct, own, operate or exploit satellite communication systems under a concession from the Ministry of Communications and Transport to occupy geostationary
orbital positions and other satellite orbits and exploit their respective frequency bands.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The rendering of all types of satellite communication and information services, including voice, data and video.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Exploit, under a concession from the Ministry of Communications and Transport, the rights to generate and receive frequency band signals associated to foreign
satellite systems that cover and can render services in national territory.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Install, operate or exploit earth satellite transmission signal stations under the corresponding permit.
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Manufacture, assemble, repair, adapt, purchase, sell, import, export, lease or otherwise utilize, commercialize or dispose of telecommunication and computer
equipment, software and other related, accessory or similar equipment.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sell, lease, dispose of and otherwise divest itself of the telecommunication network capacity.
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Resell telecommunication capacity and services to the extent allowed by law.
| | - |  | ----------------------------------------------------------------------------



| |  |  | Carry out or promote research and development programs and telecommunication training programs.
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | Acquire, own or otherwise receive industrial or intellectual property rights, such as patents, trademarks or trade names, industrial secrets, copyrights and
similar, as well as licenses for their use and/or exploitation and, if applicable, grant, dispose of or transfer this rights or licenses of use and exploitation in favor of third parties.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



54



---

##### Table of Contents

| |  |  | Engage in the rendering of commodities and services directly or indirectly related to the purposes described in this Clause, as well as any other activities in
matter of telecommunications, computing and information, by means of the use of present or future technology.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In general, carry out any other legal businesses or activities.
| | - |  | ---------------------------------------------------------------

Director controls.Members of our board of directors (Board of Directors) cannot be our employees. A shareholder may disqualify any nominee for director should the shareholder believe that the
nominee is in a position of conflict of interest by virtue of the nominees membership on the board of a competitor. Shareholders pay for the travel and lodging expenses of the directors they have nominated. We do not compensate directors for
their services.

If a director has an interest in an action we are considering, the director is required to disclose that interest before
discussion and vote on the matter. Once the interest is disclosed, the director generally is not prohibited from participating in a discussion of the merits of the action or from voting on it. However, if we are involved in a legal action or
arbitration with a shareholder, only directors not nominated by that shareholder are permitted to vote on resolutions regarding the matter.

Stock rights.Our capital is represented by the following classes:

(a) Common.This stock has full voting and
economic rights at all shareholders meetings. Its holders have one vote for each 0.1% capital contribution to our capital classified as common; and

(b) Limited voting rights. This stock has full economic rights but limited voting rights. Its holders have one vote on certain company actions for each 0.1% capital contribution. This class of stock is
not included in the determination of the percentage of foreign investment in the capital of our company.

We have issued and outstanding
three classes of common stock. Class A and Class B have full economic and voting rights. Class N has limited voting rights as described in (b) above. Class A stock may only be held by Mexican investors. Unlike in the United States
where there are no such limits, as discussed above, Mexican nationals must always control at least 51.0% of our voting stock. Class B and N stock may be held by any investor of any nationality. The three classes of stock have no par value.

Our fixed capital, which is not subject to withdrawal rights, is constituted as follows:



| |  |  | Class A  Ps.53,550
| | - |  | -------------------



| |  |  | Class B  Ps.51,450
| | - |  | -------------------



| |  |  | Class N  Ps.195,000
| | - |  | --------------------

Our
organizational documents do not set forth any special dividend or liquidation rights.

Shareholder rights and change of control.Our
shareholders have no current right to withdraw capital. Such right can only be exercised in the year 2085. Currently, Onexa, holder of our Class A stock, has the right to nominate five of the nine members of our board of directors. AT&T
Mexico has the right to nominate the other four directors. Shareholders may be called upon for capital increases, and if they fail to do so, the other shareholder may contribute for the defaulting shareholder.

Except as provided for in the amended joint venture agreement and in our by-laws for the transmission of stock by our shareholders as permitted in clause
11 of the amended by-laws or with respect to a merger or acquisition of a company by us, and as described in the following paragraphs, a shareholder may sell or otherwise dispose of its stock only upon approval of the other shareholders, and
approval may be withheld without cause. Also, as discussed above, Mexican law currently restricts foreign ownership to 49.0% of the voting equity of a Mexican corporation



55



---

##### Table of Contents

holding a concession to provide long distance telecommunications services. This impedes a change of control brought about by a purchase of stock by a
non-Mexican national. For a detailed reference as to how our shareholders may transfer their stock please refer to the amendment of the joint venture or the amendment to our bylaws.

Each shareholder may cause an indirect transfer of its stock to a financially qualified buyer without the prior consent of the remaining partner(s),
provided that (i) any such transfer complies with the applicable provisions of amended joint venture agreement, (ii) the transferee is not a telecom competitor, Telmex or America Movil or an affiliate of a telecom competitor, Telmex or
America Movil or any person acting on behalf of or deliberately in concert with a telecom competitor, Telmex or America Movil; (iii) the transferee is eligible under Mexican law to hold the social part; and (iv) the transferee agrees to be
bound by all of the provisions of the amended joint venture agreement, as if such transferee had been an original party to such agreement.

Any additional interest in Telmex or America Movil acquired by AT&T, shall not constitute an Acquisition of Control (as defined in our joint venture as amended) or be subject to the provisions of the amended joint venture agreement.

So long as AT&T has the right to designate at least one member to the board of directors or the executive committee of Telmex or
America Movil, AT&T has agreed that none of the individuals nominated to serve as AT&Ts representatives on the board of directors or steering committee shall have any direct or indirect responsibility for AT&Ts relationship
with Telmex or America Movil or serve (or for twenty-four (24) months after serving on our board of directors serve) on either the Telmex or America Movil board of directors or executive committee. In addition, AT&T shall establish and
enforce a policy against the transfer of non-public information about us to Telmex or America Movil.

Class N shareholders are allowed to
attend shareholders meetings and exercise their voting rights if any of the following matters are contemplated:



| |  |  | extension of our term of duration,
| | - |  | ----------------------------------



| |  |  | our anticipated dissolution,
| | - |  | ----------------------------



| |  |  | change of our corporate purpose,
| | - |  | --------------------------------



| |  |  | change of our corporate form, and
| | - |  | ---------------------------------



| |  |  | our merger with another company.
| | - |  | --------------------------------

All of the resolutions taken at a shareholders meeting regarding the above-mentioned matters require a quorum of 51% of our Class A stockholders and 51% of our Class B stockholders.

Shareholder meetings.Shareholder meetings can be called by:



| |  |  | the Board of Directors, in which case the signature of the Secretary of the Board is required,
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | any of the members of the Board of Directors,
| | - |  | ---------------------------------------------



| |  |  | the examiner, or
| | - |  | ----------------



| |  |  | shareholders representing at least 26% of the Class A or Class B stock.
| | - |  | -----------------------------------------------------------------------

At these meetings, our shareholders may:



| |  |  | examine our annual report, and determine the direction we will take the following year,
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | decide upon the application of the results of operation,
| | - |  | --------------------------------------------------------



| |  |  | elect the chairman of the Board of Directors,
| | - |  | ---------------------------------------------



56



---

##### Table of Contents

| |  |  | resolve to redeem stock with income that, according to law, may be used to pay dividends,
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | name our Chief Executive Officer and examiner,
| | - |  | ----------------------------------------------



| |  |  | decide the issuance of preferred stock,
| | - |  | ---------------------------------------



| |  |  | decide to increase or reduce our fixed or variable capital,
| | - |  | -----------------------------------------------------------



| |  |  | pay dividends, if any,
| | - |  | ----------------------



| |  |  | approve changes to our bylaws,
| | - |  | ------------------------------



| |  |  | determine our dissolution, if applicable,
| | - |  | -----------------------------------------



| |  |  | permit the issuance of bonds,
| | - |  | -----------------------------



| |  |  | approve the admission of new shareholders, except for transmission of stock permitted in clause 11 of the amended bylaws or with respect to a merger or acquisition
of a company by us,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | approve the execution or modification of any transaction not exceeding $3 million with any shareholder or a holding of a shareholder or an affiliate of either such
entity, but in no event shall we enter into a transaction with a shareholder or any of its affiliates if the effect thereof is to materially and adversely affect the series B shareholder or adversely affect any contractual right of the series B
shareholder or its affiliates,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | approve annual financial statements with or without audit,
| | - |  | ----------------------------------------------------------



| |  |  | approve any incentive, deferred compensation or any similar compensation plan for the Chief Executive Officer and any other executive,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | approve or modify the authority delegated to the Chief Executive Officer,
| | - |  | -------------------------------------------------------------------------



| |  |  | decide to introduce any service outside Mexico, provided that we can offer voice services over the Internet in any way as authorized by our shareholders,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | resolve waiver of non-competition obligations of shareholders,
| | - |  | --------------------------------------------------------------



| |  |  | subject to clause 6 paragraph VI and to the provisions set forth in clause 15 subsection 28 of our by-laws, decide to acquire a competing business or strategic
service and set the purchase price,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | modify our financial policy,
| | - |  | ----------------------------



| |  |  | subject to clause 6 paragraph VI and to the provisions set forth in clause 15 subsection 33 of our by-laws, approve the entry into a transaction involving an
acquisition of any other person or certain assets,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | resolve the amendment of any concession granted which results in an additional restriction of our operating conditions or which imposes additional risk or potential
liability for our shareholders,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | create subsidiaries and amend their bylaws, and
| | - |  | -----------------------------------------------



| |  |  | discuss and approve decisions relating to the exercise of corporate rights at shareholder meetings of subsidiaries.
| | - |  | -------------------------------------------------------------------------------------------------------------------

Certain provisions set forth above (clause 15 of the by-laws) shall not be applicable if an affiliate of our shareholder with a position in series B
ceases to have the right to designate at least one member to the board of directors or the executive committee of Telmex or America Movil, and certain provisions are set forth in clause 15 of the by-laws for each of these provisions which may become
non applicable. For a detailed reference of these provisions please refer to clause 15 of our by-laws.



57



---

##### Table of Contents

Certain AT&T rights or obligations included in the amended by-laws and in the amended joint venture,
are contingent to, and therefore shall be null and void and shall not be enforceable if AT&T no longer has the right to designate at least one member of the board of directors or executive committee of Telmex or America Movil and neither
AT&T nor any of AT&Ts Affiliates are (at the time of the determination) seeking, or planning to seek, new customers for the same telecommunications services jointly with Telmex within the Territory that are directly substitutable for
those services that we provide.

C. Material contracts

After November 18, 2005, following the AT&T Acquisition, we and our shareholders amended our Second Amended and Restated Joint Venture Agreement
(the Joint Venture Agreement) to modify our corporate governance and certain other provisions. We also amended the Amended and Restated Service Mark License Agreement between AT&T and us (the Service Mark License
Agreement), the AT&T Global Network Cooperation Agreement between AT&T and us (the AGN Agreement) and our bylaws (the Bylaws).

Governance Provisions

We and our shareholders amended the Joint Venture Agreement and the Bylaws to
eliminate the requirement that certain corporate actions only be taken on the affirmative vote of each of the partners. The affirmative vote of each of the partners is no longer required for, among other things:



| |  |  | the approval or modification of our annual budget or business plan,
| | - |  | -------------------------------------------------------------------



| |  |  | the making of significant capital expenditures,
| | - |  | -----------------------------------------------



| |  |  | the election or removal of our chief executive officer,
| | - |  | -------------------------------------------------------



| |  |  | the entering into modification or termination of material contracts,
| | - |  | --------------------------------------------------------------------



| |  |  | any change in regulatory policy,
| | - |  | --------------------------------



| |  |  | the approval of grants under any compensation plan for our chief executive officer and other executive officers (although adoption or modification of the underlying
plans is still subject to approval by an affirmative vote of each of the partners).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result of the amendment, our
board of directors now has the authority to take the actions described above. In addition, our board of directors may now take action by a simple majority, subject to certain limited exceptions that require the affirmative vote of at least one board
member of each of our partners.

Service Mark License Agreement

On November 30, 2005 we amended our Amended and Restated Service Mark License Agreement with AT&T to provide for our continued use of the
AT&T brand for a period not to exceed 36 months from the consummation of the SBC-AT&T Merger which occurred on November 17, 2005. Pursuant to such amendments, we have to develop, acquire, license or position a new service brand for
marketing our services. As a result, we have been developing the brand Alestra in different phases described below: During the 24 month period, ending on November 17, 2007 we used the brand Alestra in conjunction with the brand AT&T. Since
November 17, 2007, as agreed with AT&T, we have been using the Alestra brand together with a tag line Con AT&T conecta el hoy con el mañana (with AT&T connect today with the future). As
described above, we are permitted to use the AT&T brand name until November 17, 2008 and to use the phrase AT&T Global Services (AGN Services) for the purpose of providing AT&T Global Services within Mexico until June 2010, under
the terms of the AGN Agreement.



58



---

##### Table of Contents

AGN Agreement

The AGN Agreement has been extended to June 30, 2010. Under the amended AGN Agreement, if our Mexican shareholder, Onexa, transfers certain of its interest in us, AT&Ts obligations under the AGN
Agreement will terminate.

Non-Compete Provision

AT&T has agreed that neither it nor its affiliates (other than jointly or in collaboration with America Móvil, Teléfonos de México, or their affiliates (together, TAM) may compete
directly with us in Mexico in the offering of certain specified telecommunications services.

However, AT&T is no longer required to
use its best efforts to promote the use of our services in Mexico.

Insulation from Certain AT&T Affiliates

Due to the interest AT&T holds in TAM and its affiliates, AT&T has agreed that, for so long as AT&T has the right to designate at least one
member to the board of directors or the executive committee of TAM:



| |  |  | none of the individuals nominated to serve as AT&Ts representatives on our board of directors or steering committee shall have any direct or indirect
responsibility for AT&Ts relationship with TAM or serve within twenty-four (24) months of serving on our board of directors on either the TAM board of directors or executive committee; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | none of the officers of AT&T Mexico nor any individuals serving on AT&T Mexicos board of directors shall serve as directors or officers of any
AT&T affiliate holding any interest in TAM.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, AT&T must establish and enforce an information policy
preventing the transfer of non-public information regarding us to TAM.

Transfer Restrictions

The Joint Venture Agreement has also been amended to permit certain transfers of indirect interests in us to financially qualified buyers who are not our
competitors, subject to certain rights of first offer. Under certain conditions, there are drag-along rights (that can require the sale of 100% of us) and tag-along rights (that permit the other owner to join in the transfer).

Certain Purchase and Financial Commitments

AT&T has also agreed that its affiliates will purchase certain telecommunication services from us that generate a cumulative margin after certain third party costs of no less than $164,600,000 (subject to adjustment in certain
circumstances) during the period from January 1, 2006 to June 30, 2010, or else AT&T will pay the amount of deficiency. These financial commitments are guaranteed by AT&T should AT&T default in its obligations. Additionally, if
AT&T fails to meet certain cumulative margin milestones by June 30, 2012, AT&T Mexico will transfer up to 15% of the total equity interests in us to Onexa and, in the event such transfer amounts to 10% or more of our total equity
interests, the right to nominate one Series B director of Alestra.

D. Exchange controls

Capital controls

The Mexican
government does not currently restrict the ability of Mexican or foreign persons or entities to convert Pesos into U.S. dollars or other currencies or remit dividends, interest or other payments to non-resident holders. The Bank of Mexico, except
for the period from September 1 through December 20, 1982, has made foreign currency available to private sector companies. The foreign currency we need to service our foreign currency obligations, including our outstanding securities, has
been available in the open market.



59



---

##### Table of Contents

E. Taxation

Mexican taxation

General

The following is a summary of the principal consequences under Mexicos Ley del Impuesto Sobre la Renta(the Income Tax Law),
regulations thereto and rules thereunder as currently in effect, and under the Tax Treaty, of the purchase, ownership and disposition of the registered notes by a holder that is not a resident of Mexico for tax purposes and that will not hold notes
or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment in Mexico (a Non-Mexican Holder). An individual is a resident of Mexico if such person has established his or her
dwelling house in Mexico. When said person also has a house abroad, they shall be deemed a resident of Mexico if their vital center of interests is located in national territory. For these purposes, the vital center of interests is in Mexico when,
among other cases, any of the following takes place: (i) more than 50% of the aggregate amount of revenues obtained by such person in the calendar year has a Mexican source of wealth, or (ii) such persons principal center of
professional activities is located in Mexico. A legal entity is a resident of Mexico if it is established under Mexican law or if it maintains the principal administration of its business or the effective location of its management in Mexico. A
Mexican citizen is presumed to be a resident of Mexico unless such person can demonstrate the contrary. A permanent establishment of a foreign person will be regarded as a resident of Mexico, and such permanent establishment will be required to pay
taxes in Mexico in accordance with applicable law, for income attributable to such permanent establishment.

Each Non-Mexican Holder should
consult its own tax advisor as to the particular Mexican or other tax consequences to such Non-Mexican Holder of holding outstanding debt securities, including the applicability and effect of any state, local or foreign tax laws.

Interest and principal

Payments of
interest (including original issue discount which is deemed interest under the Income Tax Law) with respect to our outstanding debt securities to a Non-Mexican Holder will generally be subject to a Mexican withholding tax assessed at a rate of 10.0%
because the outstanding debt securities are registered in the Special Section of the Registro Nacional de Valores e Intermediarios (National Registry of Securities, or RNV). However, the withholding tax rate on such interest
payments generally is 4.9% if, besides registering the outstanding debt securities as set forth above, the Non-Mexican Holder is the effective beneficiary of the interest payment and resides in a country that has entered into a treaty for avoidance
of double taxation with Mexico which is in effect, and satisfies the conditions and requirements for obtaining benefits under such treaty. Non-Mexican Holders residing in the United States may qualify for the 4.9% rate under the Tax Treaty. Other
Non-Mexican Holders should consult their tax advisors regarding whether they reside in a country that has entered into a treaty for avoidance of double taxation with Mexico which is effective, and, if so, the conditions and requirements for
obtaining benefits under that treaty. However, if the beneficial owner, either directly or indirectly, individually or jointly with related parties, of more than 5% of the interest derived from the related securities, is any of the following



| |  |  | a shareholder of the issuer who owns, directly or indirectly, individually or jointly with related parties, more than 10% of voting shares of the issuer; or 
a legal entity 20% of whose stock is owned, directly or indirectly, individually or jointly with related parties, by the issuer, then, the withholding tax rate will be 28%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding the foregoing, under Rule 3.23.8. published in the Diario Oficial de la Federación (the Official Register of the
Federation) on May 30, 2005 which is subject to amendment or repeal but is expected to remain in effect until March 30, 2008 (the Reduced Rate Rule), payments of interest made where:



| | (1) | the outstanding debt securities are registered in the Special Section of the RNV, and copies of the approval of such registration are provided to the Secretaría de
Hacienda y Crédito Público(the Secretary of the Treasury and Public Credit, or SHCP);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | we timely file with the SHCP certain information relating to the issuance of the outstanding debt securities;
| | --- | -------------------------------------------------------------------------------------------------------------



| | (3) | we timely file with the SHCP, on a quarterly basis, information representing that no party related to Alestra (as such terms are detailed in the Reduced Rate Rule), jointly or
individually, directly or indirectly, is the effective beneficiary of 5.0% or more of the aggregate amount of each such interest payment; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



60



---

##### Table of Contents

| | (4) | we maintain records which evidence compliance with items (1), (2) and (3) above.
| | --- | --------------------------------------------------------------------------------

To date, we have met such conditions. Accordingly, we expect to withhold Mexican tax from interest payments on the outstanding debt securities made to
Non-Mexican Holders at the 4.9% rate during the effectiveness of such rule. No assurances can be given that the Reduced Rate Rule will be extended or that an equivalent rule will be enacted.

The Mexican withholding tax rate applicable to interest payments on the outstanding debt securities made to U.S. holders eligible for benefits under the
Tax Treaty is 4.9% beginning on January 1, 1999.

Under the Income Tax Law, payments of interest we make with respect to the
outstanding debt securities to non-Mexican pension or retirement funds are exempt from Mexican withholding taxes, provided that the fund:



| | (1) | is the effective beneficiary of the interest;
| | --- | ---------------------------------------------



| | (2) | is duly organized pursuant to the laws of its country of origin (regardless of the type of organization);
| | --- | ---------------------------------------------------------------------------------------------------------



| | (3) | is exempt from income tax in such country; and
| | --- | ----------------------------------------------



| | (4) | is registered with the SHCP for such purposes.
| | --- | ----------------------------------------------

We have
agreed, subject to certain exceptions and limitations, to make any payment under or with respect to the outstanding debt securities, free and clear of the above-mentioned Mexican withholding taxes to holders of the outstanding debt securities.

Holders or beneficial owners of notes may be requested, subject to specified exceptions and limitations, to provide certain information or
documentation necessary to enable us to establish the Mexican withholding tax rate applicable to such holders or beneficial owners with respect to interest payments under the outstanding debt securities. In the event that the specified information
or documentation concerning the holder or beneficial owner, if requested, is not provided prior to the payment of any interest to such holder or beneficial owner, we may withhold Mexican tax from such interest payment to such holder or beneficial
owner at the maximum applicable rate (currently 10.0%), but our obligation to make any payment free and clear with respect to such withholding taxes will be limited as set forth under the outstanding debt securities.

A Non-Mexican Holder is not subject to any Mexican withholding or similar taxes in connection with payments of principal we make in connection with the
outstanding debt securities.

Dispositions

Under Mexican law, any capital gains resulting from the sale or other disposition of notes by a Non-Mexican Holder will be deemed to be interest and subject to tax as per the preceding paragraphs.

Other taxes

A Non-Mexican Holder
will not be liable for Mexican estate, gift, inheritance or similar taxes with respect to its holding, nor will it be liable for Mexican stamp, registration or similar taxes.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.



61



---

##### Table of Contents

H. Documents on Display

We have filed annual reports as required by the Securities Exchange Act of 1934. We have also filed quarterly information statements with the SEC as
required by the indentures governing the notes.

You may read a copy of our annual reports and any other document we file at the SECs
public reference room at 450 Fifth Street, N.W. Washington, D.C. 20549. These documents are also available at the public reference rooms at the SECs regional offices in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.

I. Subsidiary Information

Not applicable.



|Item 11. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

Our business activities require the holding or issuing of financial instruments which expose us to market risks related to changes in interest rates and foreign currency exchange rates.

We do not hold or issue financial instruments for trading purposes.

Interest Rate Risk

We currently believe that increases in interest rates in the international markets are not likely to
have a material direct adverse impact on our financial results or cash flows because 85% of our total debt bears fixed rates of interest. Our results and cash flows could be impacted if additional financing is required in the future when interest
rates are high in relation to current market conditions.

Most of our indebtedness bears fixed rates of interest, including our Senior
Notes 2010 and our vendor and capital lease financing. However, our bank facility interest payments are based on the floating three-month London Interbank Offered Rate (LIBOR).As of December 31, 2007, principal amount outstanding
under this facility was Ps. 376.1 million.

The potential loss from a hypothetical, instantaneous and unfavorable increase of 500 basis
points in the three-month London Interbank Offered Rate would have resulted in additional interest expense of approximately Ps. 4.9 million per year, assuming no change in the principal amount of such indebtedness, reflecting the increased
costs in Pesos of servicing U.S. dollar-denominated indebtedness.

Foreign Exchange Risk

Our principal foreign currency fluctuation risk involves changes in the value of the peso relative to the U.S. dollar. Although U.S. dollar-denominated
revenues and expenses are exposed to foreign currency fluctuations, our financial instruments are more highly impacted. As of December 31, 2007, the amount of senior notes and notes payable denominated in U.S. dollars was Ps. 2,974.3 million.

Depreciation of the Peso against the U.S. dollar resulted in increases to our dollar-denominated revenues and expenses as reported in
Peso. Conversely, appreciation in the value of the Peso against the U.S. dollar resulted in decreases to U.S. dollar denominated revenues and expenses as reported in Pesos.

Interest expense on our U.S. dollar-denominated debt, as expressed in Pesos in our financial statements, varies with exchange rate movements.
Depreciation of the Peso results in increases in interest expense on a Pesos basis.

We record foreign exchange gains or losses when the
Peso appreciates or depreciates against the U.S. dollar. Because our U.S. dollar-denominated monetary liabilities have exceeded, and are expected to continue to exceed, our U.S. dollar-denominated monetary assets, depreciation of the Peso against
the U.S. dollar will result in foreign exchange losses.

From time to time, we assess our exposure and consider opportunities to manage
this risk, through, for example, the use of hedging instruments. These instruments are used to minimize the exchange rate risk of the Mexican Peso-



62



---

##### Table of Contents

U.S. dollar. On March 15, 2007 and October 12, 2007 we entered into a currency hedge to minimize the effect of fluctuations in the U.S.
dollar/Mexican Peso exchange rate. The hedge will be effective from January 2008 through December 2008.

The potential loss in value of financial instruments held at December 31, 2007 which total Ps. 2, 974.3 million
that would have resulted from a hypothetical, instantaneous and unfavorable 10% change in the Peso-dollar exchange rate would have been approximately Ps. 297.4 million. Such a change in currency exchange rates would also have resulted in additional
interest expense of approximately Ps. 16.3 million per year, assuming no change in the principal amount of such indebtedness, reflecting the increased costs in Pesos of servicing U.S. dollar-denominated indebtedness.



|Item 12. | Description of Securities Other Than Equity Securities.
|-------- | -------------------------------------------------------

Not applicable.



63



---

##### Table of Contents

PART II



|Item 13. | Defaults, Dividend Arrearages and Delinquencies.
|-------- | ------------------------------------------------

Not applicable.



|Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds.
|-------- | -----------------------------------------------------------------------------

Not applicable



|Item 15. | Controls and Procedures.
|-------- | ------------------------

Evaluation of
Disclosure Controls and Procedures

The conclusions of our Chief Executive Officer and Chief Financial Officer about the effectiveness
of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, based on their evaluation of these controls and procedures as of December 31, 2007,
are as follows:

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us is recorded,
processed, summarized and reported within required timeframes. Our disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their assessments of our disclosure controls and procedures, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

Managements Annual
Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting.

Under the supervision and with the participation of our management, including our CEO and CFO, we
conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007. The assessment was based on criteria established in the framework Internal ControlIntegrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2007.

This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control
over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to
provide only managements report in this annual report.



64



---

##### Table of Contents

Changes in Internal Control over Financial Reporting

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.



|Item 16. | Reserved.
|-------- | ---------



| | Item 16. A. | Audit Committee Financial Expert
| | ----------- | --------------------------------

At
this time, we do not have an audit committee. Our board of directors has determined that it does not have a financial expert meeting the requirements of Item 16A. We do not have a financial expert in our board of directors because we are a
privately owned company and Mexican law does not require us to have a financial expert on our board of directors. See Item 3, Key Information  D. Risk Factors  Factor relating to the Mexican regulatory environment.



| | Item 16. B. | Code of Ethics
| | ----------- | --------------

We have adopted a
code of ethics, as defined in the Sarbanes-Oxley Act, applicable to our employees, principal executive officer, principal financial officer, and principal accounting officer. Our code of ethics is available for consultation at our web site at
www.alestra.com.mx.



| | Item 16. C. | Principal Account Fees and Services
| | ----------- | -----------------------------------

The aggregate fees billed by PricewaterhouseCoopers, S.C. (PWC), Alestras independent auditor, for professional services in 2006 and 2007 were as follows:



|                       |  |                                 |  |     
|---------------------- |  | ------------------------------- |  | ----
|                       |  | (in million of pesos),         
|                       |  | 2006                            |  | 2007
|                       |  | (in millions of constant pesos)
|Audit Fees (1)         |  | 5.5                             |  | 5.4 
|Audit Related Fees (2) |  | 1.2                             |  | 0.4 
|Tax Fees (3)           |  | 0.0                             |  | 0.0 
|                       |  |                                 |  |     
|Total                  |  | 6.7                             |  | 5.8 
|                       |  |                                 |  |     



|(1) | Audit fees include fees associated with the annual audit of Alestras consolidated financial statements and reviews of Alestras quarterly reports for statutory purposes.
Audit fees also include fees associated with various audit requirements of Alestra and for reviews of registration statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit-related fees include amounts paid to PricewaterhouseCoopers S.C. for the audit of Cofetel reports, statutory social security and housing report, transfer pricing and other
statutory reports.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees include fees principally incurred for assistance with compliance matters.
|--- | ----------------------------------------------------------------------------------

Item 16. D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16. E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.



65



---

##### Table of Contents

PART III



|Item 17. | Financial Statements.
|-------- | ---------------------

Not applicable.



|Item 18. | Financial Statements.
|-------- | ---------------------

See pages F-1 through F-43
incorporated herein by reference.



|Item 19. | Exhibits.
|-------- | ---------

1.1 Deed of Incorporation and By-Laws (previously filed
with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

1.2 Amendment to
the Deed of Incorporation and By-Laws dated November 14, 2000 (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 333-100075 on February 12, 2003).

1.3 Amendment to the By-Laws dated November 4, 2005 (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form 20-F,
Registration Number 333-11084 on April 3, 2006).

2.1 Form of Indenture to be entered into between Alestra, S. de R.L. de C.V. and The Bank of New
York, as trustee, for the Senior Notes due 2010 (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 333-106329 on August 1, 2003).

2.2 Form of note for the Senior Notes due 2010 (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number
333-106329 on August 1, 2003).

4.1 Second Amended and Restated Joint Venture Agreement dated as of October 17, 1996 by and among Alfa, S.A. de
C.V., AT&T Corp., AT&T Telecom Mexico Inc., Bancomer, S.A. Institucion de Banca Multiple Grupo Financiero, Onexa, S.A. de C.V., Valores Industriales, S.A. and Alestra, S. de R.L. de C.V. Portions of this exhibit have been omitted pursuant to
a request for confidential treatment (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

4.2 Amended and Restated Service Mark License Agreement dated as of October 17, 1996 between AT&T Corp. and Alestra, S. de R.L. de C.V. Portions of this exhibit
have been omitted pursuant to a request for confidential treatment (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

4.3 Master Agreement for the Supply of Interconnection Services dated as of October 10, 1996 between Telefonos de Mexico, S.A. de C.V. and Alestra, S. de R.L. de
C.V (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

4.4 Concession to Build, Operate and Exploit a Public Telecommunications Network granted by the Federal Government of Mexico to Sistemas Telefonicos de la Republica, S. de R.L. de C.V. (now Alestra, S. de R.L. de C.V.) (previously filed
with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

4.5 Concession
for the Use of Radioelectric Frequencies to provide point-to-multipoint microwave telecommunication services (66PAM10-4) granted by the Federal Government of Mexico to Alestra, S. de R.L. de C.V (previously filed with the Commission by Alestra, S.
de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

4.6 Concession for the Use of Radioelectric
Frequencies to provide point-to-multipoint microwave telecommunication services (68PAM10-6) granted by the Federal Government of Mexico to Alestra, S. de R.L. de C.V (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit
to its Form F-4, Registration Number 33-11084 on November 4, 1999).



66



---

##### Table of Contents

4.7 Concession for the Use of Radioelectric Frequencies to provide point-to-multipoint microwave telecommunication
services (71PAM10-9) granted by the Federal Government of Mexico to Alestra, S. de R.L. de C.V (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4,
1999).

4.8 Concession for the Use of Radioelectric Frequencies to provide point-to-point microwave telecommunication services (15-PAP- 23) granted by the
Federal Government of Mexico to Alestra, S. de R.L. de C.V (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

4.9 Concession for the Use of Radioelectric Frequencies to provide point-to-point microwave telecommunication services (31-PAP- 15) granted by the Federal Government of
Mexico to Alestra, S. de R.L. de C.V (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 33-11084 on November 4, 1999).

4.10 Attachment C, of the concession to build, operate and exploit a public telecommunications network granted by the federal Government of Mexico to
Alestra, S de R.L. de C.V, authorizing it to provide local telephone services in the cities of Mexico City, Guadalajara and Monterrey (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration
Number 333-100075 on January 15, 2003).

4.11 Service Mark License Amendment dated February 13, 2003 between AT&T Corp and Alestra S. De R.
L. de C.V. (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 333-100075 on February 25, 2003).

4.12 Addendum to the Second Amended and Restated Joint Venture Agreement, dated November 30, 2005 (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form 20-F, Registration
Number 333-11084 on April 3, 2006).

4.13 Addendum to the Amended and Restated Service Mark License Agreement, dated November 30, 2005
(previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form 20-F, Registration Number 333-11084 on April 3, 2006).

4.14 Addendum to the AT&T Global Network Cooperation Agreement, dated November 30, 2005 (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form 20-F, Registration Number 333-11084 on
April 3, 2006).

4.15 Note Purchase Agreement dated July 26, 2006 by and among Alestra S. de R.L. de C.V. and Deutsche Bank AG, London Branch
(previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its Form 20-F, Registration Number 333-11084 on March 30, 2006).

4.16 Security Agreement dated July 26, 2006 by and among Alestra S. de R.L. de C.V. and Deutsche Bank Trust Company Americas as collateral agent (previously filed with the Commission by Alestra, S. de R.L. de C.V. as an exhibit to its
Form 20-F, Registration Number 333-11084 on March 30, 2006).

8.1 Subsidiary of Alestra, S. de R.L de C.V. (previously filed with the Commission by
Alestra, S. de R.L. de C.V. as an exhibit to its Form F-4, Registration Number 333-100075 on January 15, 2003).

12.1 Certification of Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

13.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



67



---

##### Table of Contents

Signatures

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, we certify that we meet all of the requirements for filing this annual report and have duly caused this annual report to be
signed on our behalf by the undersigned, thereunto duly authorized.



Alestra, S. de R.L. de C.V.By:

/s/ Patricio E. de la GarzaPatricio E. de la GarzaChief Financial and Administrative Officer


Date: March 31, 2008



68



---

##### Table of Contents

INDEX TO THE FINANCIAL STATEMENTS



|                                                                                                                |  |     
|--------------------------------------------------------------------------------------------------------------- |  | ----
|Content                                                                                                         |  | Page
|Report of Independent Registered Public Accounting Firm                                                         |  | F-2 
|                                                                                                                | 
|Consolidated Balance Sheets as of December 31, 2006 and 2007                                                    |  | F-3 
|                                                                                                                | 
|Consolidated Statements of Operations for the Years Ended December 31, 2005, 2006 and 2007                      |  | F-4 
|                                                                                                                | 
|Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2005, 2006 and 2007 |  | F-5 
|                                                                                                                | 
|Consolidated Statements of Changes in Financial Position for the Years Ended December 31, 2005, 2006 and 2007   |  | F-6 
|                                                                                                                | 
|Notes to Audited Consolidated Financial Statements                                                              |  | F-7 



F-1



---

##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of

Alestra, S. de R. L. de C. V.:

We have audited the accompanying consolidated
balance sheets of Alestra, S. de R. L. de C. V. and Subsidiary (the Company), as of December 31, 2007 and 2006, and the related consolidated statements of operations, changes in stockholders equity and changes in financial
position for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing
standards generally accepted in Mexico. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of Alestra, S. de R. L. de C. V. and its subsidiary, as of December 31, 2007 and 2006, and the results of their operations, changes in stockholders equity and changes
in their financial position for each of the three years in the period ended December 31, 2007, in conformity with Mexican Financial Reporting Standards.

Mexican Financial Reporting Standards vary in certain significant respects from the accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such difference is presented in
Note 18 to the consolidated financial statements.



|                             
|-----------------------------
|PricewaterhouseCoopers S.C.  
|                             
|Monterrey, Nuevo León, México
|March 31, 2008               



F-2



---

##### Table of Contents

ALESTRA, S. DE R. L. DE C. V. AND SUBSIDIARY

SUBSIDIARIES OF ONEXA S.A. de C.V., which is a subsidiary of
ALFA S.A. B. de C.V.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2006 AND 2007

(Expressed in thousands of Mexican Pesos of purchasing power as of
December 31, 2007)



|                                                                                              |  |      |           |   |      |    |           |  
|--------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | -- | --------- | -
|                                                                                              |  | 2006 |           |   | 2007 |   
|Assets                                                                                        |  |      |           |   |      |    |           |  
|Current Assets:                                                                               |  |      |           |   |      |    |           |  
|Cash and cash equivalents                                                                     |  | Ps   | 745,350   |   |      | Ps | 283,059   |  
|Restricted cash (Note 8)                                                                      |  |      | 160,525   |   |      |    | 166,016   |  
|Trade receivables, net (Note 3)                                                               |  |      | 405,839   |   |      |    | 471,858   |  
|Due from affiliates and other related parties (Note 4)                                        |  |      | 119,039   |   |      |    | 104,723   |  
|Recoverable taxes                                                                             |  |      | 161       |   |      |    | 248       |  
|Other receivables                                                                             |  |      | 58,126    |   |      |    | 32,604    |  
|Derivative financial instruments                                                              |  |      |          |   |      |    | 4,156     |  
|Prepaid expenses (Note 5)                                                                     |  |      | 40,475    |   |      |    | 26,153    |  
|                                                                                              |  |      |           |   |      |    |           |  
|Total current assets                                                                          |  |      | 1,529,515 |   |      |    | 1,088,817 |  
|                                                                                              |  |     
|Property and equipment, net (Note 6)                                                          |  |      | 5,242,712 |   |      |    | 5,103,058 |  
|Deferred charges and other assets, net (Note 7)                                               |  |      | 467,700   |   |      |    | 337,119   |  
|Intangible asset derived from the actuarial computation of labor obligation (Note 2.1 and 10) |  |      | 18,363    |   |      |    | 15,113    |  
|                                                                                              |  |      |           |   |      |    |           |  
|Total assets                                                                                  |  | Ps   | 7,258,290 |   |      | Ps | 6,544,107 |  
|                                                                                              |  |      |           |   |      |    |           |  
|Liabilities and stockholders equity                                                          |  |      |           |   |      |    |           |  
|Current liabilities:                                                                          |  |      |           |   |      |    |           |  
|Accounts payable to Telefonos de México, S.A.B. de C.V. and other carriers                    |  | Ps   | 198,112   |   |      | Ps | 108,856   |  
|Other suppliers                                                                               |  |      | 130,758   |   |      |    | 246,295   |  
|Senior notes (Note 9)                                                                         |  |      | 361,377   |   |      |    | 267,427   |  
|Bank loans, notes payable and capital leases (Note 8)                                         |  |      | 199,987   |   |      |    | 182,440   |  
|Due to affiliates and other related parties (Note 4)                                          |  |      | 257,916   |   |      |    | 43,870    |  
|Other accounts payable and accrued expenses                                                   |  |      | 332,607   |   |      |    | 363,353   |  
|                                                                                              |  |      |           |   |      |    |           |  
|Total current liabilities                                                                     |  |      | 1,480,757 |   |      |    | 1,212,241 |  
|                                                                                              |  |     
|Long-term liabilities:                                                                        |  |      |           |   |      |    |           |  
|Senior notes (Note 9)                                                                         |  |      | 2,849,365 |   |      |    | 2,314,039 |  
|Bank loans, notes payable and capital leases (Note 8)                                         |  |      | 407,990   |   |      |    | 210,433   |  
|Deferred income tax (Nota 14)                                                                 |  |      |          |   |      |    | 85,630    |  
|Estimated liabilities for seniority premiums and pension plans (Note 10)                      |  |      | 127,687   |   |      |    | 123,881   |  
|                                                                                              |  |      |           |   |      |    |           |  
|Total liabilities                                                                             |  |      | 4,865,799 |   |      |    | 3,946,224 |  
|                                                                                              |  |      |           |   |      |    |           |  
|STOCKHOLDERS EQUITY (Note 11):                                                               |  |      |           |   |      |    |           |  
|Majority interest:                                                                            |  |      |           |   |      |    |           |  
|Contributed Stock                                                                             |  |      | 1,394,971 |   |      |    | 1,394,971 |  
|Retained earnings                                                                             |  |      | 997,522   |   |      |    | 1,202,913 |  
|                                                                                              |  |      |           |   |      |    |           |  
|Total majority interest                                                                       |  |      | 2,392,493 |   |      |    | 2,597,884 |  
|Total minority interest                                                                       |  |      | (2        | ) |      |    | (1        | )
|                                                                                              |  |      |           |   |      |    |           |  
|Total stockholders equity                                                                    |  |      | 2,392,491 |   |      |    | 2,597,883 |  
|                                                                                              |  |      |           |   |      |    |           |  
|CONTINGENCIES AND COMMITMENTS (Note 12)                                                       |  |      |          |   |      |    |          |  
|                                                                                              |  |      |           |   |      |    |           |  
|Total liabilities and stockholders equity                                                    |  | Ps   | 7,258,290 |   |      | Ps | 6,544,107 |  
|                                                                                              |  |      |           |   |      |    |           |  

The accompanying notes are an integral part of these consolidated financial statements, which were authorized for
their issuance on March 31, 2008 by the officers that sign these financial statements and related notes.



F-3



---

##### Table of Contents

ALESTRA, S. DE R. L. DE C. V. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007

(Expressed in thousands of Mexican Pesos of purchasing power as of December 31, 2007)



|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|--------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -- | ---------- | ---- |  | -- | ---------- | -
|                                                                                  |  | 2005 |            |   | 2006 |    |            | 2007 | 
|REVENUES (Note 13)                                                                |  |      |            |   |      |    |            |      |  |    |            |  
|Long distance services                                                            |  | Ps   | 2,327,632  |   |      | Ps | 2,189,357  |      |  | Ps | 2,414,649  |  
|Data, internet and local services                                                 |  |      | 2,067,647  |   |      |    | 2,346,276  |      |  |    | 2,641,391  |  
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|                                                                                  |  |      | 4,395,279  |   |      |    | 4,535,633  |      |  |    | 5,056,040  |  
|OPERATING EXPENSES:                                                               |  |      |            |   |      |    |            |      |  |    |            |  
|Cost of services (excluding depreciation  Note 13)                               |  |      |            |   |      |    |            |      |  |    |            |  
|Long distance services                                                            |  |      | (1,139,418 | ) |      |    | (1,120,439 | )    |  |    | (1,459,930 | )
|Data, internet and local services                                                 |  |      | (523,240   | ) |      |    | (608,070   | )    |  |    | (757,748   | )
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|                                                                                  |  |      | (1,662,658 | ) |      |    | (1,728,509 | )    |  |    | (2,217,678 | )
|Administration, selling and other operating expenses                              |  |      | (1,525,765 | ) |      |    | (1,536,129 | )    |  |    | (1,513,334 | )
|Depreciation and amortization                                                     |  |      | (1,016,038 | ) |      |    | (1,084,016 | )    |  |    | (870,137   | )
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|Operating income                                                                  |  |      | 190,818    |   |      |    | 186,979    |      |  |    | 454,891    |  
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|COMPREHENSIVE FINANCIAL RESULT:                                                   |  |      |            |   |      |    |            |      |  |    |            |  
|Interest expense                                                                  |  |      | (488,063   | ) |      |    | (428,973   | )    |  |    | (314,231   | )
|Interest income                                                                   |  |      | 34,663     |   |      |    | 52,094     |      |  |    | 30,243     |  
|Exchange gain (loss), net                                                         |  |      | 206,324    |   |      |    | (48,904    | )    |  |    | (2,165     | )
|Effect of derivative financial instruments                                        |  |      |            |   |      |    |            |      |  |    | 2,853      |  
|Gain from monetary position, net                                                  |  |      | 130,860    |   |      |    | 133,287    |      |  |    | 103,780    |  
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|                                                                                  |  |      | (116,216   | ) |      |    | (292,496   | )    |  |    | (179,520   | )
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|OTHER (EXPENSES) INCOME, NET                                                      |  |      | (19,229    | ) |      |    | (15,245    | )    |  |    | 1,175      |  
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|Gain (loss) before the following provisions for deferred income tax and asset tax |  |      | 55,373     |   |      |    | (120,762   | )    |  |    | 276,546    |  
|Asset tax (Note 14)                                                               |  |      | (3,352     | ) |      |    | (2,888     | )    |  |    | (2,880     | )
|Deferred income tax (Note 14)                                                     |  |      |           |   |      |    |           |      |  |    | (85,630    | )
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|Net consolidated income (loss) (Note 11)                                          |  |      | 52,021     |   |      |    | (123,650   | )    |  |    | 188,036    |  
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|Minority interest                                                                 |  |      | 221        |   |      |    | 99         |      |  |    | (1         | )
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  
|Net income (loss) of majority stockholders (Note 11)                              |  | Ps   | 52,242     |   |      | Ps | (123,551   | )    |  | Ps | 188,035    |  
|                                                                                  |  |      |            |   |      |    |            |      |  |    |            |  

The accompanying notes are an integral part of these consolidated financial statements, which were authorized for
their issuance on March 31, 2008 by the officers that sign these financial statements and related notes.



F-4



---

##### Table of Contents

ALESTRA, S. DE R. L. DE C. V. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007

(Expressed in thousands of Mexican Pesos of purchasing power as of December 31, 2007)



|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|---------------------------------------------------- |  | ------------- | --- | ---------------------- | -- | --------------------- |  | ----------------- | ------------------------------------------- |  | --------------- | ------------------------ | - | ---- | -------- | -------- | -------- | -------- | -- | --------- | ------------------- |  | ------ | --------- | - |  | -- | ---- | - |  | -- | --------- | -
|                                                     |  |               |     |                        |    |                       |  | Retained earnings |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                    
|                                                     |  | Capital stock |     | Restatement of capital |    | Effect in equity from |  |                   | Gain (loss) in restatement from holding non |  |                 | Net income (loss) of the |   |      | Majority |          |          | Minority |    |           | Total Stockholders | 
|                                                     |  | Fixed         |     | Variable               |    | stock                 |  | labor obligations |                                             |  | monetary assets |                          |   | year |          |          | Interest |          |    | Interest  |                     |  | Equity |          
|Balance at December 31, 2004                         |  | Ps            | 300 |                        | Ps | 1,181,046             |  | Ps                | 213,625                                     |  | Ps              | (2,883                   | ) |      | Ps       | 383,554  |          |          | Ps | 976,795   |                     |  | Ps     | 2,752,437 |   |  | Ps | 3    |   |  | Ps | 2,752,440 |  
|Changes in 2005:                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Net income                                           |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    | 52,241    |                     |  |        | 52,241    |   |  |    | (221 | ) |  |    | 52,020    |  
|Additional minimum pension liabilities               |  |               |     |                        |    |                       |  |                   |                                             |  |                 | (77                      | ) |      |          |          |          |          |    |           |                     |  |        | (77       | ) |  |    |      |   |  |    | (77       | )
|Deficit restatement from holding non monetary assets |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          | (258,268 | )        |          |    |           |                     |  |        | (258,268  | ) |  |    | (375 | ) |  |    | (258,643  | )
|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Comprehensive income                                 |  |               |     |                        |    |                       |  |                   |                                             |  |                 | (77                      | ) |      |          | (258,268 | )        |          |    | 52,241    |                     |  |        | (206,104  | ) |  |    | (596 | ) |  |    | (206,700  | )
|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Balance at December 31, 2005                         |  |               | 300 |                        |    | 1,181,046             |  |                   | 213,625                                     |  |                 | (2,960                   | ) |      |          | 125,286  |          |          |    | 1,029,036 |                     |  |        | 2,546,333 |   |  |    | (593 | ) |  |    | 2,545,740 |  
|Changes in 2006:                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Net loss                                             |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    | (123,551  | )                   |  |        | (123,551  | ) |  |    | (99  | ) |  |    | (123,650  | )
|Additional minimum pension liabilities               |  |               |     |                        |    |                       |  |                   |                                             |  |                 | (2,708                   | ) |      |          |          |          |          |    |           |                     |  |        | (2,708    | ) |  |    |      |   |  |    | (2,708    | )
|Deficit restatement from holding non monetary assets |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          | (27,581  | )        |          |    |           |                     |  |        | (27,581   | ) |  |    | 690  |   |  |    | (26,891   | )
|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Comprehensive loss                                   |  |               |     |                        |    |                       |  |                   |                                             |  |                 | (2,708                   | ) |      |          | (27,581  | )        |          |    | (123,551  | )                   |  |        | (153,840  | ) |  |    | 591  |   |  |    | (153,249  | )
|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Balance at December 31, 2006                         |  |               | 300 |                        |    | 1,181,046             |  |                   | 213,625                                     |  |                 | (5,668                   | ) |      |          | 97,705   |          |          |    | 905,485   |                     |  |        | 2,392,493 |   |  |    | (2   | ) |  |    | 2,392,491 |  
|Changes in 2007:                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Net Income                                           |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    | 188,035   |                     |  |        | 188,035   |   |  |    | 1    |   |  |    | 188,036   |  
|Additional minimum pension liabilities               |  |               |     |                        |    |                       |  |                   |                                             |  |                 | 593                      |   |      |          |          |          |          |    |           |                     |  |        | 593       |   |  |    |      |   |  |    | 593       |  
|Gain restatement from holding non monetary assets    |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          | 16,763   |          |          |    |           |                     |  |        | 16,763    |   |  |    |      |   |  |    | 16,763    |  
|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Comprehensive income                                 |  |               |     |                        |    |                       |  |                   |                                             |  |                 | 593                      |   |      |          | 16,763   |          |          |    | 188,035   |                     |  |        | 205,391   |   |  |    | 1    |   |  |    | 205,392   |  
|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  
|Balance at December 31, 2007                         |  | Ps            | 300 |                        | Ps | 1,181,046             |  | Ps                | 213,625                                     |  | Ps              | (5,075)                  |   |      | Ps       | 114,468  |          |          | Ps | 1,093,520 |                     |  | Ps     | 2,597,884 |   |  | Ps | (1   | ) |  | Ps | 2,597,883 |  
|                                                     |  |               |     |                        |    |                       |  |                   |                                             |  |                 |                          |   |      |          |          |          |          |    |           |                     |  |        |           |   |  |    |      |   |  |    |           |  

The accompanying notes are an integral part of these consolidated financial statements, which were authorized for
their issuance on March 31, 2008 by the officers that sign these financial statements and related notes.



F-5



---

##### Table of Contents

ALESTRA, S. DE R. L. DE C. V. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION

FOR THE YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007

(Expressed in thousands of Mexican Pesos of purchasing power as of December 31, 2007)



|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|----------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | -- | ---------- | ---- |  | -- | --------- | -
|                                                                                          |  | 2005 |           |   | 2006 |    |            | 2007 | 
|OPERATING ACTIVITIES:                                                                     |  |      |           |   |      |    |            |      |  |    |           |  
|Net income (loss)                                                                         |  | Ps   | 52,020    |   |      | Ps | (123,650   | )    |  | Ps | 188,036   |  
|Adjustments to reconcile net income (loss) to resources provided by operating activities: |  |      |           |   |      |    |            |      |  |    |           |  
|Cost of labor obligations                                                                 |  |      | 14,955    |   |      |    | 17,212     |      |  |    | 38        |  
|Amortization of capitalized expenses from issuance of senior notes                        |  |      | 29,256    |   |      |    | 34,288     |      |  |    | 26,038    |  
|Deferred Income Tax                                                                       |  |      |          |   |      |    |           |      |  |    | 85,630    |  
|Depreciation and amortization                                                             |  |      | 1,016,038 |   |      |    | 1,084,015  |      |  |    | 870,137   |  
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|                                                                                          |  |      | 1,112,269 |   |      |    | 1,011,865  |      |  |    | 1,169,879 |  
|Changes in working capital:                                                               |  |      |           |   |      |    |            |      |  |    |           |  
|Trade receivables, net                                                                    |  |      | 20,638    |   |      |    | (23,753    | )    |  |    | (66,019   | )
|Due from affiliates and other related parties                                             |  |      | (87,544   | ) |      |    | 122,496    |      |  |    | 14,316    |  
|Recoverable taxes and other receivables                                                   |  |      | 2,146     |   |      |    | (4,923     | )    |  |    | 3,977     |  
|Derivative financial instruments                                                          |  |      |           |   |      |    |            |      |  |    | (2,853    | )
|Prepaid expenses                                                                          |  |      | (15,354   | ) |      |    | (1,645     | )    |  |    | 14,322    |  
|Accounts payable to Teléfonos de México, S.A.B. de C.V. and other carriers                |  |      | 172,519   |   |      |    | (112,722   | )    |  |    | 26,281    |  
|Due to affiliates and other related parties                                               |  |      | 27,881    |   |      |    | (61,156    | )    |  |    | (214,046  | )
|Other accounts payable and expenses accrued                                               |  |      | (110,631  | ) |      |    | 134,653    |      |  |    | 51,609    |  
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|Resources provided by operating activities                                                |  |      | 1,121,924 |   |      |    | 1,064,815  |      |  |    | 997,466   |  
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|INVESTING ACTIVITIES:                                                                     |  |      |           |   |      |    |            |      |  |    |           |  
|Purchase of property and equipment, net                                                   |  |      | (322,239  | ) |      |    | (401,110   | )    |  |    | (537,961  | )
|Deferred charges, net and other assets                                                    |  |      | (14,589   | ) |      |    | (101,719   | )    |  |    | (71,924   | )
|Restricted cash                                                                           |  |      | (23,128   | ) |      |    | (137,397   | )    |  |    | (5,491    | )
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|Resources used in investing activities                                                    |  |      | (359,956  | ) |      |    | (640,226   | )    |  |    | (615,376  | )
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|FINANCING ACTIVITIES:                                                                     |  |      |           |   |      |    |            |      |  |    |           |  
|Payments of senior notes                                                                  |  |      | (488,122  | ) |      |    | (1,196,588 | )    |  |    | (629,277  | )
|Bank loans, notes payable and capital leases, net                                         |  |      | 12,495    |   |      |    | 523,657    |      |  |    | (215,104  | )
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|Resources used in financing activities                                                    |  |      | (475,627  | ) |      |    | (672,931   | )    |  |    | (844,381  | )
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|Increase (decrease) in cash and cash equivalents                                          |  |      | 286,341   |   |      |    | (248,342   | )    |  |    | (462,291  | )
|Cash and cash equivalents, beginning of period                                            |  |      | 707,351   |   |      |    | 993,692    |      |  |    | 745,350   |  
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  
|Cash and cash equivalents, end of period                                                  |  | Ps   | 993,692   |   |      | Ps | 745,350    |      |  | Ps | 283,059   |  
|                                                                                          |  |      |           |   |      |    |            |      |  |    |           |  

The accompanying notes are an integral part of these consolidated financial statements, which were authorized for
their issuance on March 31, 2008 by the officers that sign these financial statements and related notes.



F-6



---

##### Table of Contents

ALESTRA, S. DE R.L. DE C.V. AND SUBSIDIARY

Subsidiaries of ONEXA S.A. de C.V., which is a subsidiary of ALFA
S.A.B. de C.V.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AT DECEMBER 31, 2006 AND 2007

(Expressed in thousands of Mexican Pesos of
purchasing power as of December 31, 2007)

1. INCORPORATION AND ACTIVITY OF THE COMPANY

Alestra, S. de R. L. de C. V. (Alestra), a Mexican company with limited liability and variable capital, was incorporated on October 13, 1995, as a joint
venture between Onexa, S. A. de C. V. (Onexa) (51%) and AT&T, Inc. (49%). Prior to July 31, 2006, Onexa was owned by Alfa, S. A. B. de C. V. (Alfa) (50.2%) and BBVA Bancomer, S.A., Institución de Banca Multiple, Grupo
Financiero (BBVA Bancomer) (49.8%). On July 31, 2006, Alfa announced that it had reached an agreement with BBVA-Bancomer to acquire 49.8% of the remaining equity interest in Onexa held by Bancomer. This acquisition increases
Alfas participation in Onexa to 100%.

On October 18, 2007, Onexa ́s shareholders made and agreement to merge with Alfa.
Such merge is conditioned by Mexican Governmental approval and will be effective in March 31, 2008. From the effective date of the merge, Alfa will be the direct shareholder in Alestra.

Alestra and its subsidiary Servicios Alestra, S. A. de C. V. (Servicios Alestra) are collectively referred to as the Company.

The Companys business consists of the installation and operation of a public telecommunications network in Mexico, offering local,
domestic and international long distance call services, internet and transmission of data services. The Companys business requires a concession (license granted by the Mexican federal government) to operate. On December 6, 1995, the
Secretaría de Comunicaciones y Transportes (Ministry of Communications and Transportation, or Ministry of Communications) granted Alestra a renewable thirty-year concession to operate its business. Alestra did not make any
payments to the Ministry of Communications in relation to this concession. The concession places certain performance conditions on the Company with respect to the roll-out and expansion of its network, quality of its services, rates and billing
systems, compliance with the terms established for the operation of the network as well as delivery of audited financial statements on an annual basis. In accordance with the terms of its concession and the guidelines and schedule established by the
Ministry of Communications, on January 1, 1997, the Company began the gradual roll-out and expansion of its domestic and international long distance services to 60 cities. The Company began earning revenues in 1997. Under the Ministry of
Communications guidelines, the Company has gradually expanded its services to additional cities, totaling 198 cities as of December 31, 2007.

On May 30, 2000, the Ministry of Communications amended Alestras telecommunication public network concession in order to permit the Company to provide local telephone services to residential and commercial users in the cities of
Mexico, Monterrey and Guadalajara. The Company started offering this service in 2001. The local telephony concession has been recently modified to allow Alestra to offer a full range of local services throughout Mexico on a regional basis.

On November 17, 2005, SBC Communications Inc. (SBC) completed the acquisition of AT&T Corp. acquisition of AT&T,
creating the New AT&T.

On November 30, 2005, as a result of the AT&T Acquisition, Alestra and its shareholders
amended their Second Amended and Restated Joint Venture Agreement (the Joint Venture Agreement). This amendment modified corporate governance and certain other agreements. In addition, Alestra amended its Amended and Restated Service
Mark License Agreement (the Service Mark License Agreement) and the AT&T Global Network Cooperation Agreement (the AGN Agreement) and its bylaws. These agreements are between the Company and the new AT&T. The terms of
these amendments include the following.



| |  |  | Pursuant to the amendments to the Service Mark License Agreement, Alestra is permitted to use the AT&T brand name until November 17, 2008 and to use the
phrase AT&T Global Services (AGN Services) for the limited purpose of provisioning AT&T Global Services within Mexico for the term of the AGN Agreement; provided that Alestra meets certain conditions.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-7



---

##### Table of Contents

| |  |  | During this time, Alestra has an initial 18-month period (the Initial Transition Period) in which Alestra covenants to develop, acquire, license or
position new service brands for its services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | At the end of the Initial Transition Period, in specific circumstances, Alestra has an additional 18-month period (the Extended Transition Period) where
Alestra has limited use of the AT&T service brand.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 24 months after the AT&T Acquisition, Alestra may only use the AT&T service brand together with its new service brand, and may only use it for reference
purposes and always with the prior approval from AT&T.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In connection with the provisions of AGN Services, Alestra is allowed a limited use of the brand AT&T on a nonexclusive basis until June 2010.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The license agreement contains provisions allowing AT&T to terminate the license agreement at its sole discretion upon certain changes in Alestra ́s
ownership, or if Alestra fails to abide by certain quality control standards, or if Alestra misuses the AT&T brand and in certain other circumstances.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements were authorized for
issuance on March 31, 2008, by the officers that sign these financial statements and related notes.

The accompanying consolidated financial
statements have been prepared in conformity with Mexican Financial Reporting Standards (NIF or Mexican FRS), which includes applying the standards involving the recognition of the effects of inflation on the consolidated
financial information. Consequently, the consolidated financial statements, including those of prior years presented for comparative purposes, are expressed in constant mexican pesos as of December 31, 2007, based on factors derived from the
National Consumer Price Index (NCPI) published by the Bank of Mexico.

As of January 1, 2007, Alestra and its subsidiary adopted the standard NIF B-3,
which mainly establishes a new structure for the statement of income. The standard eliminates the presentation of extraordinary and special items on the income statement, and modifies the general presentation and disclosure requirements of this
statement. The adoption of this standard did not change managements practice of grouping income and expenses by function, as this practice allows the user to understand the different levels of profit. As such, operating income is shown as a
separate line item, as this item represents one factor for the analysis of the financial information that Alestra and its subsidiary have historically presented on a regular basis. The adoption in 2007 of this standard did not represent a
significant change in the presentation and structure of the statement of income in comparison with that presented at December 31, 2006. Adoption only required reclassifying the employees profit sharing and a special item to other income,
for Ps 18,315 and Ps 3,319, in December 31, 2006 and 2007, respectively.

In preparing its financial statements under Mexican FRS, Alestra
and its subsidiary applied the following accounting policies:

a. Basis of presentation and disclosure

The consolidated financial statements are expressed in Mexican Pesos, denoted by the symbol Ps.



F-8



---

##### Table of Contents

The consolidated financial statements include those of Alestra and its subsidiary, Servicios Alestra, of
which Alestra holds 98.00% of the capital stock. All significant intercompany balances and transactions have been eliminated.

The
preparation of financial statements in conformity with Mexican FRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Significant estimates and assumptions include certain international long distance services revenues and expenses (see Note 2-g), allowance for doubtful accounts (see Note 3) and deferred Income Tax provision (see Note
14).

b. Recognition of the effects of inflation

The consolidated financial statements recognize the effects of inflation in accordance with Statement B-10, Recognition of the Effects of Inflation on Financial Information (Statement B-10),
and determined as follows:



| |  |  | The statements of income for the year ended December 31, 2007, were restated applying National Consumer Price Index (NCPI) factors from the periods
in which the transactions occurred to the most recent year end.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The statements of changes in financial position present, in constant Mexican Pesos, the resources provided by or used in operating, financing and investing
activities.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The financial statements of the Company for prior periods have been restated for comparative to December 31, 2007 purchasing power by applying the rates of
inflation as follows:
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     |  |                              |  
|---- |  | ---------------------------- | -
|Year |  | Inflation ratefor the period |  
|2005 |  | 3.33                         | %
|2006 |  | 4.05                         | %
|2007 |  | 3.76                         | %

The methodology for the restatement of the financial statements for the effects of Statement B-10
is as follows:



| |  |  | Restatement of non-monetary assets:
| | - |  | -----------------------------------

As set forth in note 2-d, property and equipment, net, is restated using NCPI factors, except for equipment of non-Mexican origin which is restated using an index which reflects the inflation in the respective country of origin and the
exchange rate of the Mexican Peso against the currency of such country at the balance-sheet date.



| |  |  | Restatement of stockholders equity:
| | - |  | ------------------------------------

The restatement of capital stock, contributed capital and accumulated income is determined by applying NCPI factors from the dates on which capital was contributed and earnings were generated, and reflects the amounts necessary to maintain
the stockholders investment at the purchasing power of the original amounts. (Deficit) gain from restatement of capital represents the difference between the cost value of equipment of non-Mexican origin as indicated in the paragraph above and
the restated cost value using the NCPI.



F-9



---

##### Table of Contents

c. Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with original maturities of three months or less, consisting primarily of short-term
deposits and money market accounts, as cash equivalents.

d. Property and equipment, net (Note 6)

Property and equipment are recorded at acquisition cost and restated using inflation factors derived from the NCPI. In accordance with the standards
contained in Statement B-10, property and equipment and the related accumulated depreciation are stated at cost and restated by applying factors derived from the NCPI, except for Telephone network and equipment of non-Mexican origin, which is
restated using an index reflecting the inflation in the respective country of origin and the exchange rate of the Mexican Peso against the currency of such country at the balance-sheet date.

The application of these standards to the Telephone network and equipment of non-Mexican origin resulted in a reduction and an increase of Ps27,581 and
Ps16,763 in the restated net book value of non-Mexican origin this equipment as of December 31, 2006 and 2007, respectively, which was recorded as part of the gain (loss) from holding non monetary assets in the statement of changes in
stockholders equity.

Replacements, maintenance and repairs which do not improve or extend the life of the respective asset are
expensed as incurred. Installation cost is capitalized and amortized during the estimated useful life of the line contracted by the client which is estimated to be 3 years.

When assets are retired or otherwise disposed of, the restated cost and accumulated depreciation are removed from the accounts and any gain or loss is
recorded in results of operations.

Depreciation is calculated using the straight-line method over the useful lives of the assets, as
estimated by the Company, and as established by the Federal Telecommunications Commission (Cofetel). The estimated useful lives are as follows:



|                                   |  |        
|---------------------------------- |  | -------
|                                   |  | Years  
|Buildings                          |  | 25     
|Telephone network                  |  | 8 to 28
|Billing and customer care software |  | 7      
|Equipment:                         |  |        
|Office                             |  | 10     
|Computer                           |  | 3      
|Transportation                     |  | 4      

Property, machinery and equipment are subject to the recognition of impairment, as well as to its
reversal, when required. As of December 31, 2006 and 2007, these assets show no signs of impairment.

NIF D-6 Capitalization of
the Comprehensive Financing Result became effective as from January 1, 2007. This standard requires that the interest cost, the exchange effect, the result from monetary position and other costs associated to financing invested in fixed
assets whose acquisition require a substantial period, are capitalized as part of the acquisition cost or investment of these assets. The Company already followed the option to capitalize the Comprehensive Financing Result of liabilities contracted
for constructions in progress, as part of these assets until the start of their operations. At December 31, 2007 and 2006 there was no capitalization of the Comprehensive Financing Result, see Note 6.

e. Deferred charges and other assets, net

Deferred charges are recorded at acquisition cost and restated using inflation factors derived from the NCPI.

Pre-operating
expenses consist of the incorporation and operating costs incurred from October 13, 1995 (inception date) through roll-out completion, including wages, salaries and benefits, advertising and promotional expenses and professional fees. The
Company ceased capitalizing such costs as long distance service was introduced in each of the initial 60 cities. Amortization is calculated using the straight-line method over a term of ten years, which concluded in June 2007.



F-10



---

##### Table of Contents

Leasehold improvements are amortized over the estimated useful lives of the improvements or the
termination of the lease contract, whichever is shorter.

Internal use software costs are amortized over three to five years.

Deferred charges are subject to recognition of impairment, as well as to its reversal, when so required. At December 31, 2006 and 2007, these
assets show no signs of impairment.

f. Comprehensive financial result

The comprehensive financial result is determined by grouping in the statement of income; the financial income and expense, exchange differences and gain
or loss from monetary position.

The gain or loss from monetary position represents the effect of inflation, measured in terms of the NCPI,
on the net monthly monetary assets and liabilities of the year.

g. Concessions

As previously mentioned in Note 1, on December 6, 1995, the Ministry of Communications awarded the Company, at no cost, a concession to install and
operate a public telecommunications network for a 30-year period. That concession was subsequently amended in 2000, and currently permits the Company to render basic telephone services with national coverage, long-distance services, data transfer
services, and other value-added services.

In accordance with Bulletin C-8 Intangible Assets of NIF, this concession was not
accounted for financial reporting purposes and it is only disclosed through one note to these financial statements.

h. Revenue
recognition

Income from outgoing and incoming local and international long distance services are recorded based on the traffic minutes
processed by the Company and those processed by a third party, respectively.

Cofetel regulations authorize each long-distance service
provider to freely negotiate market prices.

Revenues from international long distance services are based on the revenues obtained under
bilateral agreements between the Company and the foreign long-distance service providers. The bilateral agreements determine both the fees to be paid by the Company to foreign long-distance service providers for the use of their telephone networks
in long-distance interconnections billed in Mexico and for the fees to be received from foreign providers of services to the Company for the use of the telephone network of the foreign provider for the interconnection of calls billed outside of
Mexico. Tariffs subject to these agreements are negotiated on an annual basis with each foreign provider and are reported to Cofetel.

The
fees between Mexico and the United States are negotiated directly with AT&T.

Revenues from installation and related costs are deferred
and recognized over the estimated duration of the customer relationship.

Revenues derived from data, internet and local services are
recognized when services are provided.



F-11



---

##### Table of Contents

i. Transactions in foreign currency and exchange differences (Note 15)

Monetary assets and liabilities denominated in foreign currencies, mainly US dollars (US$), are stated in Mexican Pesos at the exchange rates in effect as
of the balance sheet dates. Exchange differences arising from changes in exchange rates between the transaction and settlement dates or the balance-sheet date, are charged or credited to comprehensive financial result in the income statement.

j. Advertising

Advertising costs incurred prior to the commencement of operations were capitalized as part of the pre-operating costs of the Company. Prepaid airtime is amortized based on the transmission of the television spots. The related production
costs are recognized in the results of operations the first time the advertising takes place. All other advertising costs are expensed as incurred.

k. Income tax and flat rate business tax (Note 14)

Income tax is recorded under the comprehensive asset liability
method requiring recognition of deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of all assets and liabilities and their respective tax bases. The
valuation allowance is determined based on the financial projections of the Company, which define the probability of some or all deferred tax assets may not be realizable in the future.

On October 1, 2007, the Mexican government enacted the new Flat Rate Business Tax (Impuesto Empresarial Tasa Unica or IETU
for its name in Spanish). This law is effective as of January 1, 2008. The law introduces a flat tax, which replaces Mexicos asset tax and will apply along with Mexicos regular income tax. In general Mexican companies are subject to
paying the greater of the flat tax or the income tax. The flat tax is calculated by applying a 16.5% tax rate in 2008, a 17% tax rate in 2009, and 17.5% in 2010 and the following years. Although the flat tax is defined as a minimum tax, it has a
wider taxable base as many of the tax deductions allowed for income tax purposes are not allowed for the flat tax.

In accordance with the
interpretation published by the Mexican Board of Research and Development of Financial Reporting Standards (CINIF) last December 21, 2007, with respect to the accounting effects of the IETU, and based on financial and tax projections, the
Company has determined that will continue paying regular income tax in the future. As a result, the Companys management has not recorded any deferred IETU taxes at December 31, 2007.

l. Employees statutory profit sharing

Deferred employees profit sharing is recorded only for those timing differences between net income and taxable income for employees profit sharing purposes, which may result in a future liability or benefit, and is shown in the
statement of income within the other income and expense caption as mentioned at the beginning of this Note.

Employees profit sharing
is determined at a 10% rate over the taxable profit in accordance with the Income Tax Law.

Employees profit sharing charged to
income was of Ps0,Ps3,319 and Ps2,667 for the years ended, December 31, 2005, 2006 and 2007, respectively.

m. Risk
concentrations

Financial instruments (see Note 16) which potentially subject the Company to significant concentrations of credit risk
consist primarily of cash and cash equivalents, trade accounts receivable and receivables from domestic operators.



F-12



---

##### Table of Contents

The Company maintains its cash and cash equivalents with various major financial institutions, including
BBVA Bancomer (a related party until July 31,2006), and are invested in short-term deposits and money market accounts.

Concentration
of credit risk with respect to trade accounts receivable is limited due to the large number of customers throughout Mexico. The Company maintains allowances for doubtful accounts based on the expected collectibility of all receivables (see Note 3).

Approximately, 72.5%, 69,9% and 71.6% of the Companys revenue related to international long distance services for the years ended
December 31, 2005, 2006 and 2007, respectively, were generated from telephone traffic exchanged between AT&T (a related party) and the Company.

In order to service its customers, the Company must interconnect with and use the telephone network of Telefonos de Mexico, S. A. B. de C. V. (Telmex), the major provider of local telephone services
covering all of Mexico. The interconnection and other surcharge rates the Company must pay Telmex are filed with Cofetel. For the years ended December 31, 2005, 2006 and 2007, interconnection costs amounted to Ps752,729, Ps747,958 and
Ps1,098,144 respectively.

n. Pension and seniority premiums (Note 10)

Pension plans (retirement and seniority premiums) that Servicios Alestra has established for its personnel, as well as remunerations upon termination of
labor for causes other than restructuring, are recognized as costs of the years in which the employees rendered their corresponding services, in accordance with actuarial studies prepared by independent experts.

o. Comprehensive income (loss)

Comprehensive income (loss) is represented by the net income (loss) plus the gain or loss from holding non-monetary assets, effect in equity from labor obligations, change in fair value on cash flow hedges and items required by specific
accounting standards to be reflected in stockholders equity but which do not constitute capital contributions, reductions or distributions. It is restated on the basis of NCPI factors

p. Derivative financial instruments

Investments in derivative financial instruments are used to hedge the risk against adverse movements in exchange rates.

Financial
instruments are recognized as assets and liabilities at fair value. The estimated fair value is based on market or dealer quotations. Changes in fair values of instruments classified as economic hedges are charged to income.

q. New Financial Reporting Standards:

During the last quarter of 2007, the Mexican Financial Reporting Standards Board (CINIF, due to its name in Spanish) issued certain Financial Reporting Standards and certain Interpretations to the Financial Reporting Standards (INIF, due to
its name in Spanish), which became effective on January 1st, 2008. It is estimated that these NIF and INIF will not have a significant effect in the Companys financial information.



F-13



---

##### Table of Contents

NIF B-2 Cash flows statement.This NIF provides the provisions for the presentation, structure and
preparation of the cash flows statement, as well as for the disclosures complementing this basic financial statement. The NIF B-2 supersedes the Statement B-12, Statement of changes in the financial position, and also requires companies
show gross amounts of collections and payments. In very specific cases, the standard allows companies to show net cash flows movements. It is also requires companies to show how the cash balance is obtained.

NIF B-10 Inflation effects.This NIF provides the provisions for the recognition of the inflation effects under an inflationary environment in the
country. This NIF incorporates, among other, the following changes: i) the option to choose the use of the National Consumer Price Index or the value of the Investments Units (UDIS, a Mexican index based on inflation), ii) eliminates the
use of the method of valuation for foreign origin assets, iii) the initial accumulated gain or loss from withholding of non monetary assets and the initial accumulated gain or loss from monetary position, be reclassified to the retained earnings or
maintained in the equity such affects derived from items which have not been charged or credited to the income statement.

NIF B-15 Translation of
foreign currency. This NIF supersedes current Statement B-15 and establishes the procedures to translate financial information from a foreign operation such as: i) from the posted currency to the functional currency; and ii) from the
functional currency to the posted currency. It also allows an entity to express its financial statements in a currency different from its functional currency.

NIF D-3 Employee benefits This NIF supersedes current Standard D-3. The most important changes to this statement include the reduction of the amortization period of unrecognized prior items to a maximum of five
years , the inclusion of the effects of salary growth in the calculation of the Defined Benefits Obligation (formerly known as the Projected Benefits Obligation), the elimination of the accounting treatment for the additional pension liability and
its corresponding intangible asset and separate equity component.

NIF D-4 Income tax.This NIF requires the recognition of the asset
tax as a tax credit and therefore, as a deferred income tax asset. The standard requires the reclassification to retained earnings of the initial transition adjustment recorded in equity, unless the timing difference which gave rise to this
adjustment has not been realized.

INIF 6 Option to choose the form of hedges. This INIF indicates that a derivative financial
instrument may be considered as such as of the date of its acquisition or as of a subsequent date, only if it fulfills with the new requirements established in paragraph 51a) of Statement C-10.

INIF 7 Accounting treatment of the comprehensive income or loss derived from a cash flows hedge over a projected transaction of purchasing a non financial
asset.This INIF amends the following paragraphs of the Statement C-10:

Paragraph 105, to clarify that the effects of a hedge recorded in the
comprehensive gain or loss derived from transactions of purchasing a non financial asset can be capitalized in the cost of the non financial asset, whose price is fixed by the hedge.

Paragraph 106, to indicate that in the case of all cash flows hedges, the amounts recorded in the equity as a part of the comprehensive gain or loss of the year, must be reclassified to the income statement in the
same period or periods in which the hedge contract is signed or the projected transaction is affected, except for the cases indicated in paragraph 105.

IFRIC 12Service concession arrangements

The interpretation serves to clarify the treatment of arrangements whereby a government or
other body grants contracts for the supply of public services to private operators. The objective of this IFRIC is to clarify aspects of accounting for service concession arrangements.



F-14



---

##### Table of Contents

Management is currently evaluating the supplemental application of this standard.

3. TRADE RECEIVABLES, NET

As of December 31,
2006 and 2007, trade receivables, net consist of the following:



|                                      |  |      |         |   |      |    |         |  
|------------------------------------- |  | ---- | ------- | - | ---- | -- | ------- | -
|                                      |  | 2006 |         |   | 2007 |   
|Trade receivables                     |  | Ps   | 481,529 |   |      | Ps | 527,557 |  
|Less: allowance for doubtful accounts |  |      | (75,690 | ) |      |    | (55,699 | )
|                                      |  |      |         |   |      |    |         |  
|                                      |  | Ps   | 405,839 |   |      | Ps | 471,858 |  
|                                      |  |      |         |   |      |    |         |  

For the years ended December 31, 2005, 2006 and 2007, the allowance for doubtful accounts is
analyzed as follows:



|                                                                         |  |      |          |   |      |    |          |      |  |    |         |  
|------------------------------------------------------------------------ |  | ---- | -------- | - | ---- | -- | -------- | ---- |  | -- | ------- | -
|                                                                         |  | 2005 |          |   | 2006 |    |          | 2007 | 
|Balance at beginning of year                                             |  | Ps   | (73,181  | ) |      | Ps | (111,315 | )    |  | Ps | (75,690 | )
|Charge to income to increase the allowance for doubtful accounts         |  |      | (22,484  | ) |      |    | (33,562  | )    |  |    | (31,304 | )
|Write off of accounts applied to the allowance                           |  |      |         |   |      |    | 65,243   |      |  |    | 48,703  |  
|Recovery of written off accounts                                         |  |      | (18,009  | ) |      |    | (392     | )    |  |    | (151    | )
|Restatement effect in constant pesos of the balance at beginning of year |  |      | 2,359    |   |      |    | 4,336    |      |  |    | 2,743   |  
|                                                                         |  |      |          |   |      |    |          |      |  |    |         |  
|Balance at end of year                                                   |  | Ps   | (111,315 | ) |      | Ps | (75,690  | )    |  | Ps | (55,699 | )
|                                                                         |  |      |          |   |      |    |          |      |  |    |         |  

The Company determines the level of reserve for doubtful accounts based on an analysis of trade
accounts receivable that could become uncollectible. This method groups the balances by days due by gradually applying a percentage of the reserve to each group, until reserving the total consumer trade accounts receivable due for more than 241 days
and the total commercial trade accounts receivable due for more than 271 days.

4. AFFILIATES AND OTHER RELATED PARTIES

As of December 31, 2006 and 2007, balances due from and due to affiliates and others related parties were as follows:



|                    |  |      |         |      |    |        
|------------------- |  | ---- | ------- | ---- | -- | -------
|                    |  | 2006 |         | 2007
|Due from:           |  |      |         |      |    |        
|AT&T and affiliates |  | Ps   | 90,226  |      | Ps | 78,300 
|Alfa and affiliates |  |      | 28,813  |      |    | 26,423 
|                    |  |      |         |      |    |        
|                    |  | Ps   | 119,039 |      | Ps | 104,723
|                    |  |      |         |      |    |        
|Due to:             |  |      |         |      |    |        
|AT&T and affiliates |  | Ps   | 120,421 |      | Ps | 38,318 
|Alfa and affiliates |  |      | 137,495 |      |    | 4,344  
|Gentium             |  |      |        |      |    | 1,208  
|                    |  |      |         |      |    |        
|                    |  | Ps   | 257,916 |      | Ps | 43,870 
|                    |  |      |         |      |    |        



F-15



---

##### Table of Contents

During 2005, 2006 and 2007, the main transactions carried out with affiliates and other related parties
were as follows:



|                                                  |  |      |         |      |    |         |  |    |        
|------------------------------------------------- |  | ---- | ------- | ---- | -- | ------- |  | -- | -------
|                                                  |  | 2005 |         | 2006 |    | 2007   
|International long distance settlement revenue(a) |  | Ps   | 922,525 |      | Ps | 761,518 |  | Ps | 826,496
|International long distance settlement cost(a)    |  |      | 285,296 |      |    | 263,987 |  |    | 227,502
|Administrative services received(b)               |  |      | 64,066  |      |    | 49,979  |  |    | 69,266 
|Internet services costs(c)                        |  |      | 58,280  |      |    | 32,617  |  |    | 42,350 
|Interest income(d)                                |  |      | 4,001   |      |    | 1,744   |  |    |        
|Trade and service marks license fee(e)            |  |      | 34,692  |      |    |         |  |    |        
|Technical services expenses(f)                    |  |      | 524     |      |    | 61      |  |    |        
|Rent expense(g)                                   |  |      | 258     |      |    |         |  |    |        



|(a) | These amounts represent mainly the income and expenses derived from the liquidation of international traffic between
AT&T and Alestra, as well as the income from data services and local service with other affiliates. The international settlement rates used are in accordance with Note 2-g.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The Company has entered into several administrative service agreements with Alfa and AT&T.
|--- | ------------------------------------------------------------------------------------------

|(c) | This amount corresponds to the cost of services received from affiliate of AT&T regarding the payment of Internet
Dial UP Services.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(d) | This amount corresponds to investment interest and loans with affiliated companies.
|--- | -----------------------------------------------------------------------------------

|(e) | The Company entered into a trade and service mark license agreement with AT&T, which allows the Company to use
certain trade and service marks of AT&T in exchange for a minimum payment of Ps32,599 (US $3.0 million). Under the Amended and Restated Service Mark License Agreement commented in Note 1, AT&T has agreed to waive any royalty fee payments
under the license agreement during such period, including the 2006 royalty payment if Alestra invests the funds in marketing and developing its own brand during the Initial Transition Period and Extended Transition Period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | AT&T has agreed to provide certain technical services and software maintenance on an as needed basis. Such technical
services have included assistance in telephone network design and engineering, billing software redesign and improvements and customer care, billing, planning and implementation of new services.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | This amount corresponds to expenses for office leasing agreement held by and between Servicios Alestra and BBVA
Bancomer. As of July 31, 2006, due to the transaction mentioned in Note 1, BBVA Bancomer is no longer a related party.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Remunerations and benefits received by the main officials of the Company amounted to Ps35,186, amount comprised of the basic salary and benefits established by law and complemented by a variable compensation program governed basically based
on Alestras income and the market value of its shares. There is no agreement or program to involve employees in the capital of Alestra.

Alestra and
its subsidiary declare that it has no significant operations with related parties or conflicts of interest to disclose.

5. PREPAID EXPENSES

Prepaid expenses as of December 31, 2006 and 2007, consist primarily of prepaid expenses for systems maintenance, insurance, bonds and
advertising time.



F-16



---

##### Table of Contents

6. PROPERTY AND EQUIPMENT, NET

As of December 31, 2006 and 2007, property and equipment net, consists of the following:



|                                                |  |      |            |   |      |    |            |  
|----------------------------------------------- |  | ---- | ---------- | - | ---- | -- | ---------- | -
|                                                |  | 2006 |            |   | 2007 |   
|Buildings                                       |  | Ps   | 120,746    |   |      | Ps | 119,006    |  
|Furniture, fixtures and other                   |  |      | 243,922    |   |      |    | 242,390    |  
|Hardware equipment                              |  |      | 354,638    |   |      |    | 358,760    |  
|Transportation equipment                        |  |      | 23,657     |   |      |    | 24,663     |  
|Telephone network                               |  |      | 7,860,988  |   |      |    | 8,605,541  |  
|Billing and customer care software              |  |      | 523,086    |   |      |    | 524,141    |  
|                                                |  |      |            |   |      |    |            |  
|                                                |  |      | 9,127,037  |   |      |    | 9,874,501  |  
|                                                |  |     
|Less: accumulated depreciation and amortization |  |      | (4,464,335 | ) |      |    | (5,146,328 | )
|                                                |  |      |            |   |      |    |            |  
|                                                |  |      | 4,662,702  |   |      |    | 4,728,173  |  
|                                                |  |     
|Land                                            |  |      | 164,662    |   |      |    | 165,194    |  
|Constructions in progress                       |  |      | 415,348    |   |      |    | 209,691    |  
|                                                |  |      |            |   |      |    |            |  
|Total                                           |  | Ps   | 5,242,712  |   |      | Ps | 5,103,058  |  
|                                                |  |      |            |   |      |    |            |  

Amortization of billing and customer care software charged to income was Ps75,699, Ps76,110 and
Ps69,435 for the years ended December 31, 2005, 2006 and 2007, respectively.

Depreciation charged to income, not including
amortization of the billing and customer care software mentioned above was Ps628,171, Ps713,132 and Ps626,477 for the years ended December 31, 2005, 2006 and 2007, respectively.

During the year ended December 2006, the Company started and concluded a physical inventory count of its property and equipment, the result of which
revealed that equipment amounting to Ps36,967 (US$3.8 million) net, should be adjusted due to its physical condition. Consequently, the Company wrote-off this equipment and charged the aforementioned amount to income (included in depreciation and
amortization line) for the year. Additionally, the Company performed a review and reduced the useful lives of certain depreciable assets that were substituted during the year; the impact in the income statement was not significant.

The Company periodically evaluates the estimated useful lives used to depreciate its assets, and the estimated amounts of assets that will be abandoned
or will be minimally used in the future. Even when the Company believes that its estimates of the useful lives are reasonable, significant differences in the current experience with the account or significant changes in the assumptions may affect
the future expense for depreciation.

At December 31, 2006 and 2007 the cost of property and equipment corresponding to the
capitalized comprehensive financing result in previous years is fully amortized. At December 31, 2006 and 2007, constructions in progress consist primarily of infrastructure investments to connect clients to Alestras network, for which
there are no loans to finance these projects.

As of December 31, 2006 and 2007, property and equipment include assets acquired under
capital leases amounting to Ps225,309. (See note 8).

7. DEFERRED CHARGES AND OTHER ASSETS, NET

As of December 31, 2006 and 2007, deferred charges and other assets consist of the following:



|                                                               |  |      |            |   |      |    |            |  
|-------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -- | ---------- | -
|                                                               |  | 2006 |            |   | 2007 |   
|Pre-operating expenses (a)                                     |  | Ps   | 2,383,020  |   |      | Ps | 2,383,020  |  
|Capitalized expenses derived from issuance of senior notes (b) |  |      | 158,161    |   |      |    | 158,161    |  
|Frequency bands (c)                                            |  |      | 174,370    |   |      |    | 174,370    |  
|Leasehold improvements (d)                                     |  |      | 148,707    |   |      |    | 159,804    |  
|Software (e)                                                   |  |      | 612,751    |   |      |    | 654,004    |  
|Acquisition of AOLs portfolio (f)                             |  |      | 24,465     |   |      |    | 24,465     |  
|                                                               |  |      |            |   |      |    |            |  
|                                                               |  |      | 3,501,474  |   |      |    | 3,553,824  |  
|                                                               |  |     
|Less: accumulated amortization                                 |  |      | (3,033,774 | ) |      |    | (3,216,705 | )
|                                                               |  |      |            |   |      |    |            |  
|Total                                                          |  | Ps   | 467,700    |   |      | Ps | 337,119    |  
|                                                               |  |      |            |   |      |    |            |  



F-17



---

##### Table of Contents

Amortization charged to income was of Ps341,421, Ps329,062 and Ps202,506 for the years ended,
December 31, 2005, 2006 and 2007, respectively.

a. 2006 and 2007 pre-operating expenses consist of the following:



|                              |  |      |            |   |      |    |            |  
|----------------------------- |  | ---- | ---------- | - | ---- | -- | ---------- | -
|                              |  | 2006 |            |   | 2007 |   
|Wages, salaries and benefits  |  | Ps   | 1,163,287  |   |      | Ps | 1,163,287  |  
|Advertising and promotion     |  |      | 691,274    |   |      |    | 691,274    |  
|Professional fees             |  |      | 101,487    |   |      |    | 101,487    |  
|Other                         |  |      | 426,972    |   |      |    | 426,972    |  
|                              |  |      |            |   |      |    |            |  
|                              |  |      | 2,383,020  |   |      |    | 2,383,020  |  
|                              |  |      |            |   |      |    |            |  
|Less accumulated amortization |  |      | (2,318,181 | ) |      |    | (2,383,020 | )
|                              |  |      |            |   |      |    |            |  
|                              |  | Ps   | 64,839     |   |      | Ps |           |  
|                              |  |      |            |   |      |    |            |  

b. Debt issuance costs consists of the following:



|                                   |  |      |         |   |      |    |         |  
|---------------------------------- |  | ---- | ------- | - | ---- | -- | ------- | -
|                                   |  | 2006 |         |   | 2007 |   
|Fees and expenses to agents:       |  |      |         |   |      |    |         |  
|New Senior Notes(1)(See Note 9.A.) |  | Ps   | 158,161 |   |      | Ps | 158,161 |  
|Less: accumulated amortization     |  |      | (73,954 | ) |      |    | (93,890 | )
|                                   |  |      |         |   |      |    |         |  
|Total capitalized expenses         |  | Ps   | 84,207  |   |      | Ps | 64,271  |  
|                                   |  |      |         |   |      |    |         |  



|(1) | Fees and expenses incurred for the issuance of the New Senior Notes, will be amortized over the term of the New Senior Notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------

Amortization charged to income for the years ended December 31,2005, 2006 and 2007 amounted to Ps29,256, Ps34,288 and Ps26,038 respectively.

c. Frequency bands

In
1997, the Company obtained two national point-to-point wireless telecommunications concessions and three point-to-multipoint wireless concessions covering Mexico City, Monterrey and Guadalajara. The concessions are for 20 years beginning in 1998.
The licenses are amortized on a straight-line basis over the license period. Frequency band amortization expense for the years ended December 31, 2005, 2006 and 2007 amounted to Ps8,515.

d. Leasehold improvements

Leasehold
improvements on leased facilities are amortized on a straightline basis over the lesser of the useful life of the improvement or the term of the lease. Amortization expense for the years ended December 31, 2005, 2006 and 2007 amounted to
Ps60,647, Ps10,388 and Ps8,030 respectively.



F-18



---

##### Table of Contents

e. Software

Software costs consist of purchased software license for internal use. Which is amortized in a period of 36 months, software license amortization expense for the years ended December 31, 2005, 2006 and 2007,
amounted to Ps30,792, Ps25,384 and Ps30,335 , respectively.



|                              |  |      |          |   |      |    |          |  
|----------------------------- |  | ---- | -------- | - | ---- | -- | -------- | -
|                              |  | 2006 |          |   | 2007 |   
|Software                      |  | Ps   | 612,751  |   |      | Ps | 654,004  |  
|Less accumulated amortization |  |      | (443,633 | ) |      |    | (473,968 | )
|                              |  |      |          |   |      |    |          |  
|Total software                |  | Ps   | 169,118  |   |      | Ps | 180,036  |  
|                              |  |      |          |   |      |    |          |  

f. Purchase of AOL portfolio

At February 28, 2006, Alestra signed an agreement to acquire the monthly subscriber list of AOL, S. de R. L. de C. V. in exchange for a payment of
Ps24,465. This amount was amortized in a period of 18 months, which is an estimated average term that acquired subscribers remain as clients of the Company. The amortization charged to income for the years ended December 31, 2006 and 2007
amounted to Ps13,523 and Ps10,942, respectively.

8.BANK LOANS, NOTES PAYABLE, CAPITAL LEASES AND RESTRICTED CASH

As of December 31, 2006 and 2007, bank loans, notes payable and capital leases consist of the following:



|                                                                                                                                                                                                                                                                          |  |      |          |   |      |    |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -- | -------- | -
|                                                                                                                                                                                                                                                                          |  | 2006 |          |   | 2007 |   
|Bank loan obtained from Deutsche Bank for an amount of US$50 million at an annual rate plus Libor of 1.65 points due in 2010
(1)                                                                                                                                          |  | Ps   | 564,216  |   |      | Ps | 376,138  |  
|                                                                                                                                                                                                                                                                          |  |     
|Notes payable to Hewlett Packard de México, S. A. de C. V. of US$19.2 million at a 6.90% annual interest rate for the supply of
equipment for telecommunications projects with a maturity date in 2007. At December 31, 2006, the amount payable was US$238 thousand (2). |  |      | 2,681    |   |      |    |         |  
|                                                                                                                                                                                                                                                                          |  |     
|Capital lease contracts with The Capita Corporation de México, S. A. de C. V., for US$7.0 and US$2.8 million respectively for
telecommunications equipment. At December 31, 2006 and 2007 the amounts due were US$1.4 million and US$395 thousand (3)                     |  |      | 15,951   |   |      |    | 4,535    |  
|                                                                                                                                                                                                                                                                          |  |     
|Capital lease contract with CSI Leasing México, S. de R. L. of US$3.3 million for telecommunications equipment. At December 31,
2006 and 2007 the amounts due were US$2.2 million and US$ 1.1 million respectively. (4)                                                   |  |      | 25,129   |   |      |    | 12,200   |  
|                                                                                                                                                                                                                                                                          |  |      |          |   |      |    |          |  
|                                                                                                                                                                                                                                                                          |  |      | 607,977  |   |      |    | 392,873  |  
|Current portion of notes payable and capital leases                                                                                                                                                                                                                       |  |      | (199,987 | ) |      |    | (182,440 | )
|                                                                                                                                                                                                                                                                          |  |      |          |   |      |    |          |  
|Long term debt                                                                                                                                                                                                                                                            |  | Ps   | 407,990  |   |      | Ps | 210,433  |  
|                                                                                                                                                                                                                                                                          |  |      |          |   |      |    |          |  



|(1) | The current loan agreement includes restrictions and commitments for Alestra, such as restricted cash amounting to US$14.2 million (equal to Ps160,525) and US$13.7 million (equal to
Ps166,016) for the years ended December 31, 2006 and 2007, respectively, equal to the maturities of the next three amortizations of capital and interest during 2007 and 2008, respectively. This loan is payable through 12 equal quarterly
payments of US$3.8 million from February 2007, to February 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | On March 22, 2004 the remaining balance of the notes payable to Hewlett Packard de México, S. A. de C. V. was restructured to lower the interest rate from 10.08% to 6.9%
and to extend the maturity date from January 30, 2005, to January 30, 2007.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The long term capital lease contract entered into to acquire telecommunications equipment which is denominated in US dollars amounted to Ps4,535 (US$417 thousand) as of
December 31, 2007 and bears interest at a 8.82%. This capital lease is payable in 36 equal monthly payments, maturing in May 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-19



---

##### Table of Contents

|(4) | The long term capital lease contract entered into to acquire telecommunications and computer equipment which is denominated in US dollars amounted to Ps24,199 (US$2,227) Ps12,200
(US$1,123) as of December 31, 2006 and 2007 and bears interest at a 7.9%. This capital lease is payable in 36 equal monthly payments of Ps1,001 (US$92) each, maturing in April 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9. SENIOR NOTES

At December 31, 2006 and 2007,
the senior notes consist of the following:



|                                |  |      |           |   |      |    |           |  
|------------------------------- |  | ---- | --------- | - | ---- | -- | --------- | -
|                                |  | 2006 |           |   | 2007 |   
|A) New Senior Notes             |  | Ps   | 3,210,742 |   |      | Ps | 2,581,466 |  
|Current portion of Senior Notes |  |      | (361,377  | ) |      |    | (267,427  | )
|                                |  |      |           |   |      |    |           |  
|Long-term Senior Notes          |  | Ps   | 2,849,365 |   |      | Ps | 2,314,039 |  
|                                |  |      |           |   |      |    |           |  

A) New Senior Notes

During November 2003, the Company successfully ended the restructuring process of Old Senior Notes. As a result of the restructuring of this debt, the Company extinguished, through debt and cash exchange offers,
US$232.9 million and US$254.2 million of the debt bearing interest at rates of 12.125% and 12.625%, respectively, representing 85.5% of total Old Senior Notes. As a consequence of the aforementioned, the Company issued Ps4,008,509 (US$304 million)
New Senior Notes (Restructured Senior Notes) in exchange for Ps3,765,488 (US$287 million) of Old Senior Notes and paid Ps1,443,219 (US$110 million) as part of the cash offer to extinguish Ps2,624,033 (US$200 million) of Old Senior Notes.
Additionally, the Company paid Ps197,439,422 (US$16,401,848) corresponding to interests to holders of the Old Senior Notes, representing 14.5%, which did not accept the terms of debt restructuring of the Company.

In a Meeting held on October 26, 2006 the stockholders agreed to authorize the Companys management to make investments for cash surplus on its own senior
notes with maturity in 2010, at current debt market prices.

At December 31, 2007, the nominal value of the bonds acquired by Alestra amounts to
Ps162,323 (US$14.94 million) and the fair value is of Ps162,780 (US$14.98 million).

Bonds acquired at December 31, 2007 and 2006 are shown in the
balance sheet net of the senior notes issued by the Company. Interest income from these notes amounting Ps12,344 as of December 31, 2007 is shown subtracted from the financial expense caption in the statement of income.

The main terms of the New Senior Notes issued by the Company are:



|a. | The maturity date is June 30, 2010 with partial amortizations as described below. The New Senior Notes bear interest at an annual rate of 8.0%, payable semi-annually in cash in
arrears, on June 30 and December 30, starting on December 30, 2003.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table shows the
amortization of the principal of the New Senior Notes:



|                       |  |                                                |  |                                                 
|---------------------- |  | ---------------------------------------------- |  | ------------------------------------------------
|Principal payment date |  | Percentage of originalprincipal amount payable |  | Percentage of remainingoriginal principal amount
|June 30, 2008          |  | 6.5                                            |  | 76.5                                            
|December 30, 2008      |  | 6.5                                            |  | 70.0                                            
|June 30, 2009          |  | 6.5                                            |  | 63.5                                            
|December 30, 2009      |  | 6.5                                            |  | 57.0                                            
|June 30, 2010          |  | 57.0                                           |  |                                                



F-20



---

##### Table of Contents

|b. | The notes may be paid in advance at the Companys option, totally or partially, at any time for an amount equal to 101% of the outstanding principal amount owing.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | In the event of a change in the Companys control structure, for example in the case of the change of partners owning the social parts of the Company and with certain
exceptions, the holders of the New Senior Notes will be entitled to demand that Alestra repurchase the notes in cash, at a price equal to 101% of the principal amount plus unpaid accrued interest.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B) Old Senior Notes

The Old Senior Notes holders that did
not accept the Companys exchange offer continue to hold the Old Senior Notes in two tranches: seven-year notes maturing on May 15, 2006 with annual rate of 12.125% in an aggregate principal amount of Ps446,840 (US$37.1 million) and
ten-year notes maturing on May 15, 2009 with annual rates of 12.625% in an aggregate principal amount of Ps527,066 (US$45.9 million).

In accordance with this program, the Company paid the total Old Senior Notes payable at 2006 on May 15, 2006, in an amount of Ps424,483 (US$37.1 million). Further, at August 30, 2006, the Company paid in advance the Old Senior
Notes with maturity in 2009 for an amount of Ps529,295 (US$45.9 million). The funds to pay these notes in advance are a result of the bank loan obtained from Deutsche Bank. Considering the advance redemption of Old Senior Notes due in 2009, the
Company paid a premium in the amount of Ps11,681 (US$0.97 million). Additionally, the Company wrote off debt issuance expenses that had been capitalized due to the issuance of these Senior Notes for the amount of Ps6,634. In summary, the effect of
the advanced redemption of Old Senior Notes maturing in 2009 for the amount of Ps18,315 was accounted for in a special item included in the statement of income for the year ended December 31, 2006, which was reclassified to other expenses due
to the adoption of the standards contained in NIF B-3.

10. ESTIMATED LIABILITIES FOR SENIORITY PREMIUMS AND PENSION PLANS

The Company maintains both formal and informal employee retirement plans. These plans cover all employees and are based primarily on years of service,
present age, and remuneration at date of retirement.

During 2007, the Company created a new defined contribution retirement plan for employees. The
Company makes monthly contributions to the plan on behalf of each participating employee. The 2007 contribution expense related to the plan equaled Ps18,020.

Pensions and seniority premiums

The components of net seniority premium and pension plan cost, using
December 31 as a measurement date, consist of the following:



|                                          |  |      |        |      |    |        |  |    |        |  
|----------------------------------------- |  | ---- | ------ | ---- | -- | ------ |  | -- | ------ | -
|                                          |  | 2005 |        | 2006 |    | 2007   | 
|Services cost                             |  | Ps   | 9,159  |      | Ps | 9,858  |  | Ps | 6,553  |  
|Interest cost                             |  |      | 4,091  |      |    | 4,945  |  |    | 4,672  |  
|Amortization of net transition obligation |  |      | 625    |      |    | 625    |  |    | 625    |  
|Amortization of net (gain) loss           |  |      | 134    |      |    | 115    |  |    | (609   | )
|                                          |  |      |        |      |    |        |  |    |        |  
|Net cost                                  |  | Ps   | 14,009 |      | Ps | 15,543 |  | Ps | 11,241 |  
|                                          |  |      |        |      |    |        |  |    |        |  



F-21



---

##### Table of Contents

Actuarial assumptions used in the calculation of benefit obligations, net seniority premium and pension
plan costs as of December 31 are:



|                                         |  |      |   |  |      |   |  |      |  
|---------------------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                                         |  | 2005 |   |  | 2006 |   |  | 2007 |  
|Weighted real discount rate              |  | 5.0  | % |  | 5.0  | % |  | 5.0  | %
|Rates of increase in compensation levels |  | 1.5  | % |  | 1.5  | % |  | 1.0  | %

The combined seniority premium and pension plan liability as of December 31 is as follows:



|                                                             |  |      |         |   |      |    |        |  
|------------------------------------------------------------ |  | ---- | ------- | - | ---- | -- | ------ | -
|                                                             |  | 2006 |         |   | 2007 |   
|Accumulated benefit obligation                               |  | Ps   | 91,258  |   |      | Ps | 82,748 |  
|                                                             |  |      |         |   |      |    |        |  
|Unfunded accumulated benefit obligation                      |  | Ps   | 91,258  |   |      | Ps | 82,748 |  
|                                                             |  |      |         |   |      |    |        |  
|Projected benefit obligation                                 |  | Ps   | 111,695 |   |      | Ps | 85,319 |  
|Items to be amortized over the following 19 years:           |  |      |         |   |      |    |        |  
|Unamortized transition obligation                            |  |      | (11,329 | ) |      |    | 11,869 |  
|Unfunded actuarial gain, net                                 |  |      | (349    | ) |      |    | (2,130 | )
|                                                             |  |      |         |   |      |    |        |  
|Unfunded accrued seniority premiums and pension cost         |  |      | 100,017 |   |      |    | 95,058 |  
|Additional liability                                         |  |      | 3,233   |   |      |    |        |  
|                                                             |  |      |         |   |      |    |        |  
|Estimated liability for seniority premiums and pension plans |  | Ps   | 103,250 |   |      | Ps | 95,058 |  
|                                                             |  |      |         |   |      |    |        |  

Post-retirement benefits

Effective January 1, 2005, the Company adopted the amendments to Bulletin D-3 which established an obligation to recognize a reserve for post-retirement benefits and to include the supplemental payments as a part
of the Companys other post-retirement benefit obligation.

The components of post-retirement benefits expense consist of the
following:



|                                          |  |      |        |      |    |        |  |    |       
|----------------------------------------- |  | ---- | ------ | ---- | -- | ------ |  | -- | ------
|                                          |  | 2005 |        | 2006 |    | 2007  
|Service cost                              |  | Ps   | 3,558  |      | Ps | 3,773  |  | Ps | 3,603 
|Interest cost                             |  |      | 1,088  |      |    | 1,119  |  |    | 1,052 
|Amortization of net transition obligation |  |      | 2,071  |      |    | 2,070  |  |    | 1,759 
|Effect of reduction and extinguishment    |  |      | 5,245  |      |    | 3,214  |  |    | 10,045
|                                          |  |      |        |      |    |        |  |    |       
|Net cost                                  |  | Ps   | 11,962 |      | Ps | 10,176 |  | Ps | 16,459
|                                          |  |      |        |      |    |        |  |    |       

Actuarial assumptions used in the calculation of post retirement benefits obligations, as of
December 31, are:



|                                         |  |      |   |  |      |   |  |      |  
|---------------------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                                         |  | 2005 |   |  | 2006 |   |  | 2007 |  
|Weighted real discount rate              |  | 5.0  | % |  | 5.0  | % |  | 5.00 | %
|Rates of increase in compensation levels |  | 1.5  | % |  | 1.5  | % |  | 1.00 | %

The post-retirement benefits liability as of December 31, is as follows:



|                                                   |  |      |         |   |      |    |         |  
|-------------------------------------------------- |  | ---- | ------- | - | ---- | -- | ------- | -
|                                                   |  | 2006 |         |   | 2007 |   
|Accumulated benefit obligation                     |  | Ps   | 24,435  |   |      | Ps | 28,659  |  
|                                                   |  |      |         |   |      |    |         |  
|Unfunded accumulated benefit obligation            |  | Ps   | 24,435  |   |      | Ps | 28,659  |  
|                                                   |  |      |         |   |      |    |         |  
|Projected benefit obligation                       |  | Ps   | 26,047  |   |      | Ps | 29,415  |  
|Items to be amortized over the following 11 years: |  |      |         |   |      |    |         |  
|Unamortized transition obligation                  |  |      | (18,130 | ) |      |    | (15,113 | )
|Unamortized actuarial gain                         |  |      | (4,277  | ) |      |    | (5,666  | )
|                                                   |  |      |         |   |      |    |         |  
|Unfunded accrued post-retirement benefits          |  |      | 3,640   |   |      |    | 8,636   |  
|Additional liability                               |  |      | 20,797  |   |      |    | 20,187  |  
|                                                   |  |      |         |   |      |    |         |  
|Estimated liability for post-retirement benefits   |  | Ps   | 24,437  |   |      | Ps | 28,823  |  
|                                                   |  |      |         |   |      |    |         |  



F-22



---

##### Table of Contents

11. STOCKHOLDERS EQUITY

The capital stock of Alestra is variable with a fixed minimum of Ps300 and an unlimited maximum. As of December 31, 2006 and 2007, the subscribed and paid-in capital stock at nominal value amounted to
Ps1,181,346. It is represented by common, nominative social parts of no par value, and is divided as follows: (a) Series A, which represents 51% of the social parts, grants full ownership and voting rights, and is restricted to
Mexican investors; (b) Series B which represents no more than 49% of the social parts, grants full ownership and voting rights, and has no ownership restrictions; and (c) Series N, which may represent up to 65% of
the total capital stock, grants limited ownership and voting rights in accordance with article 113 of the General Law of Mercantile Organizations, and may be acquired by Mexican and foreign investors in accordance with the applicable legal
regulations.

The Companys capital stock at December 31, 2005, 2006 and 2007, consists of the following:



|                      |  |                            |  |              |         |        |       |              |       |              |    |         |  |    |          
|--------------------- |  | -------------------------- |  | ------------ | ------- | ------ | ----- | ------------ | ----- | ------------ | -- | ------- |  | -- | ---------
|Onexa, S. A. de C. V. |  | AT&T Telecom. México, Inc. |  |             
|Series                |  | Ownership(%)               |  | Contribution |         | Series |       | Ownership(%) |       | Contribution |    | Total  
|A                   |  | 17.85                      |  | Ps           | 210,870 |        | A   |              |      |              | Ps |        |  | Ps | 210,870  
|B                   |  |                           |  |              |         |        | B   |              | 17.15 |              |    | 202,601 |  |    | 202,601  
|N                   |  | 33.15                      |  |              | 391,616 |        | N   |              | 31.85 |              |    | 376,259 |  |    | 767,875  
|                      |  |                            |  |              |         |        |       |              |       |              |    |         |  |    |          
|Total                 |  | 51.00                      |  | Ps           | 602,486 |        | Total |              | 49.00 |              | Ps | 578,860 |  | Ps | 1,181,346
|                      |  |                            |  |              |         |        |       |              |       |              |    |         |  |    |          

At December 31, 2006 the restated figures of stockholders equity were as follows:



|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|---------------------------------------------------- |  | ------------- | --------- | - | ----------- | -- | ------- | -------------- |  | -- | --------- | -
|                                                     |  | Nominal Value |           |   | Restatement |    |         | Restated value | 
|Capital stock:                                       |  |               |           |   |             |    |         |                |  |    |           |  
|Fixed                                                |  | Ps            | 300       |   |             | Ps | 66      |                |  | Ps | 366       |  
|Variable                                             |  |               | 1,181,046 |   |             |    | 213,559 |                |  |    | 1,394,605 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Total capital stock                                  |  |               | 1,181,346 |   |             |    | 213,625 |                |  |    | 1,394,971 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Gain in restatement from holding non monetary assets |  |               |          |   |             |    | 97,705  |                |  |    | 97,705    |  
|Effect on equity from labor obligations              |  |               | (5,351    | ) |             |    | (317    | )              |  |    | (5,668    | )
|Retained earnings                                    |  |               | 762,292   |   |             |    | 143,193 |                |  |    | 905,485   |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Total accumulated income                             |  |               | 756,941   |   |             |    | 240,581 |                |  |    | 997,522   |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Majority interest                                    |  |               | 1,938,287 |   |             |    | 454,206 |                |  |    | 2,392,493 |  
|Minority interest                                    |  |               | (2        | ) |             |    |        |                |  |    | (2        | )
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Total stockholders equity                           |  | Ps            | 1,938,285 |   |             | Ps | 454,206 |                |  | Ps | 2,392,491 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  



F-23



---

##### Table of Contents

At December 31, 2007 the restated figures of stockholders equity were as follows:



|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|---------------------------------------------------- |  | ------------- | --------- | - | ----------- | -- | ------- | -------------- |  | -- | --------- | -
|                                                     |  | Nominal Value |           |   | Restatement |    |         | Restated value | 
|Capital stock:                                       |  |               |           |   |             |    |         |                |  |    |           |  
|Fixed                                                |  | Ps            | 300       |   |             | Ps | 66      |                |  | Ps | 366       |  
|Variable                                             |  |               | 1,181,046 |   |             |    | 213,559 |                |  |    | 1,394,605 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Total capital stock                                  |  |               | 1,181,346 |   |             |    | 213,625 |                |  |    | 1,394,971 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Gain in restatement from holding non monetary assets |  |               |          |   |             |    | 114,468 |                |  |    | 114,468   |  
|Effect on equity from labor obligations              |  |               | (4,758    | ) |             |    | (317    | )              |  |    | (5,075    | )
|Retained earnings                                    |  |               | 1,057,599 |   |             |    | 35,921  |                |  |    | 1,093,520 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Total accumulated income                             |  |               | 1,052,841 |   |             |    | 150,072 |                |  |    | 1,202,913 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Majority interest                                    |  |               | 2,234,187 |   |             |    | 363,697 |                |  |    | 2,597,884 |  
|Minority interest                                    |  |               | (2        | ) |             |    | 1       |                |  |    | (1        | )
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  
|Total stockholders equity                           |  | Ps            | 2,234,185 |   |             | Ps | 363,698 |                |  | Ps | 2,597,883 |  
|                                                     |  |               |           |   |             |    |         |                |  |    |           |  

Net income (loss) for the year is subject to the decisions taken at the General Stockholders
Meeting, to the Companys by-laws and to the General Law of Mercantile Organizations. In accordance with the General Law of Mercantile Organizations, the legal reserve must be increased annually by 5 % of annual net profits until it
reaches 20 % of the fully paid capital stock amount.

The shareholders joint venture agreement provides that the shareholders,
subject to their vote and to applicable provisions of the senior notes due 2010 (or any other indebtedness restricting ability to pay dividends), have agreed to declare annual distributions of fifty percent after tax net income, determined in
accordance with Mexican FRS. Notwithstanding the foregoing, Alestra will declare distributions only (x) in an amount which does not exceed the lesser of (i) earnings on which Mexican taxes have been paid so that no additional Mexican tax
is payable as a result of the distribution, and (ii) net cash flow, (y) after such time as all scheduled capital contributions have been made and (z) after all requirements of Mexican law for the declaration and payment thereof have
been satisfied. As of today, Alestra has not declared any dividends.

Dividends paid from retained earnings which have not previously been
taxed are subject to an income tax payable by the Company, which may be credited against the income tax payable by the Company in the year in which the dividends are paid and in the two following years.

12. CONTINGENCIES AND COMMITMENTS

a. At
December 31, 2007 the Company had commitments from agreements to lease office space under operating leases. The leases are subject to escalation factors based on the NCPI. At December 31, 2007, future minimum lease payments under non
cancelable operating leases with terms in excess of one year are as follows:



|             |  |    |        
|------------ |  | -- | -------
|2008         |  | Ps | 76,189 
|2009         |  |    | 98,162 
|2010         |  |    | 102,322
|2011         |  |    | 106,657
|2012 onwards |  |    | 347,871
|             |  |    |        
|             |  | Ps | 731,201
|             |  |    |        

Rental expense was Ps79,324, Ps81,804 and Ps82,866 for the years ended December 31, 2005,
2006 and 2007, respectively.

b. As of December 31, 2006 and 2007, the Company obtained performance bonds for Ps75,796 and Ps5,691
respectively, in favor of certain authorities and suppliers to guarantee the Companys compliance with certain obligations incurred.



F-24



---

##### Table of Contents

c. As of December 31, 2006 and 2007 the Company had outstanding commitments to acquire equipment and
other capital expenditures related to the construction of its telecommunications network of US$13.6 million (Ps153,858) and US$12.6 million (Ps137,340) respectively.

d. In August 2006 ABA SEGUROS and 7 ELEVEN filed a claim against Servicios Alestra in an amount of Ps 50,000 corresponding to the fire originated in the building leased by Servicios Alestra to Casa Chapa (subrogation
of rights). Alestra filed a response with the support of ACE Seguros (insurance company of Servicios Alestra), requesting that ACE Seguros be named in the claim, since ACE Seguros is who should pay in case of an unfavorable sentence toward the
Company. In February 2007, ABA SEGUROS / 7 ELEVEN filed an appeal for review against the agreement to call ACE Seguros to trial as co-defendants. On November 20, 2007, the Second District Court for civil and labor purposes, issued a sentence to the
writ of relief filed by the Company and ACE Seguros, granting Servicios Alestras request to include ACE Seguros as co-defendant in the trial. At December 7, 2007, ABA SEGUROS/7 ELEVEN filed an appeal for review against the aforementioned writ
of relief. Management does not believe this claim would have any adverse effect; the Company has not recorded any amount thereof.

e. On
July 16, 2006, Corporación Mexicana de Investigación en materials S.A. de C.V. (COMIMSA) ,(an entity of the Mexican public administration) made a public bid for it to receive domestic and international long distance
services. The Company participated in the bid and on July 20, 2006, and were awarded these services by COMIMSA. On August 21, 2006 the Company notified COMIMSA that the Company were not capable of providing long distance services in two of the
populations in which COMIMSA required such service, due to the fact that the service areas had not been opened to pre subscription by Cofetel in accordance with the long distance service rules. As a result, the Company could not enter into the
respective services agreement, which the Company were obliged to execute within the following 10 working days after the awarding of the bid. As a result, COMIMSA filed with the Secretaria de la Funcion Publica (SFP) an administrative
proceeding against the Company on October 3, 2006 to determine if the Company was subject to sanctions under the applicable law. SFP decided that the Company infringed on the applicable laws and imposed a sanction consisting in (i) our being
prohibited to participate in bids or offer telecommunication services to the Mexican Federal administration for a period of three months and (ii) a fine of Ps. 75 thousand to be paid by the Company. Against such resolution the Company filed an
amparo suit (a constitutional defense procedure under Mexican law) with the Sixth District Court in Mexico City, obtaining the suspension of the ruling on January 9, 2007. The Companys main arguments were that they did not commit any
fraudulent conduct and that there were not any damages and injuries against COMIMSA. On November 5, 2007, the Judge issued a resolution stating that SFP committed procedure mistakes in its resolution. On November 22, 2007, the Company filed an
appeal against such ruling. It is difficult to predict the outcome of the appeal and even if the ruling were to be adverse to the Company, the procedure mistakes committed by SFP will oblige them to restore its resolution. However, if the final
ruling is the Company, they will be prevented from participating in public bids to the Mexican Federal Administration for a period of 90 days. In the meantime, the suspension is granted and the Company is permitted to continue to participate in
public bids with the federal government and the Company does not have to pay the penalty imposed.

13. SEGMENTS

The reported segments of the Company represent the specific types of telecommunications services and products that the Company offers and internally
analyzes.

The Company operates in two main segments: long distance (domestic and international) and data, internet and local services.

The Companys management uses the information as to income and costs of services (excluding depreciation) by segment to evaluate
performance, make general operations decisions and assign resources. Telecommunications services are generally offered using networks owned by the Company and leased (interconnection) networks that make no distinction between the different kinds of
services. As a result, the Company does not assign total assets, administration selling and other operating expenses, depreciation and amortization and obsolete assets per segment.



F-25



---

##### Table of Contents

|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|------------------------------------------ |  | ------------- | ---------- | - | ------------------------------- | -- | --------- | ----- |  | -- | ---------- | -
|                                           |  | Long distance |            |   | Data, InternetandLocal services |    |           | Total | 
|Years ended                                |  |               |            |   |                                 |    |           |       | 
|2005                                       |  |               |            |   |                                 |    |           |       |  |    |            |  
|                                           |  |               |           
|Revenues                                   |  | Ps            | 2,327,632  |   |                                 | Ps | 2,067,647 |       |  | Ps | 4,395,279  |  
|Costs of services (excluding depreciation) |  |               | (1,139,418 | ) |                                 |    | (523,240  | )     |  |    | (1,662,658 | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Gross profit                               |  | Ps            | 1,188,214  |   |                                 | Ps | 1,544,407 |       |  |    | 2,732,621  |  
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Operating expenses                         |  |               |            |   |                                 |    |           |       |  |    | (2,541,803 | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Operating income                           |  |               |            |   |                                 |    |           |       |  |    | 190,818    |  
|Comprehensive financial result             |  |               |            |   |                                 |    |           |       |  |    | (116,216   | )
|Other expense, net                         |  |               |            |   |                                 |    |           |       |  |    | (19,229    | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Income before provision for asset tax      |  |               |            |   |                                 |    |           |       |  |    | 55,373     |  
|Asset tax                                  |  |               |            |   |                                 |    |           |       |  |    | (3,352     | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Net income                                 |  |               |            |   |                                 |    |           |       |  | Ps | 52,021     |  
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|                                           |  |               |           
|2006                                       |  |               |            |   |                                 |    |           |       |  |    |            |  
|                                           |  |               |           
|Revenues                                   |  | Ps            | 2,189,357  |   |                                 | Ps | 2,346,276 |       |  | Ps | 4,535,633  |  
|Costs of services (excluding depreciation) |  |               | (1,120,439 | ) |                                 |    | (608,070  | )     |  |    | (1,728,509 | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Gross profit                               |  | Ps            | 1,068,918  |   |                                 | Ps | 1,738,206 |       |  |    | 2,807,124  |  
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Operating expenses                         |  |               |            |   |                                 |    |           |       |  |    | (2,620,145 | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Operating income                           |  |               |            |   |                                 |    |           |       |  |    | 186,979    |  
|Comprehensive financial result             |  |               |            |   |                                 |    |           |       |  |    | (292,496   | )
|Other expense, net                         |  |               |            |   |                                 |    |           |       |  |    | (15,245    | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Loss before provision for asset tax        |  |               |            |   |                                 |    |           |       |  |    | (120,762   | )
|Asset tax                                  |  |               |            |   |                                 |    |           |       |  |    | (2,888     | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Net loss                                   |  |               |            |   |                                 |    |           |       |  | Ps | (123,650   | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|                                           |  |               |           
|                                           |  | Long distance |            |   | Data, InternetandLocal services |    |           | Total | 
|Years ended                                |  |               |            |   |                                 |    |           |       | 
|2007                                       |  |               |            |   |                                 |    |           |       |  |    |            |  
|                                           |  |               |           
|Revenues                                   |  | Ps            | 2,414,649  |   |                                 | Ps | 2,641,391 |       |  | Ps | 5,056,040  |  
|Costs of services (excluding depreciation) |  |               | (1,459,930 | ) |                                 |    | (757,748  | )     |  |    | (2,217,678 | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Gross profit                               |  | Ps            | 954,719    |   |                                 | Ps | 1,883,643 |       |  |    | 2,838,362  |  
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Operating expenses                         |  |               |            |   |                                 |    |           |       |  |    | (2,383,471 | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Operating income                           |  |               |            |   |                                 |    |           |       |  |    | 454,891    |  
|Comprehensive financial result             |  |               |            |   |                                 |    |           |       |  |    | (179,520   | )
|Other income, net                          |  |               |            |   |                                 |    |           |       |  |    | 1,175      |  
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Income before provision for asset tax      |  |               |            |   |                                 |    |           |       |  |    | 276,546    |  
|Asset tax                                  |  |               |            |   |                                 |    |           |       |  |    | (2,880     | )
|Deferred income tax                        |  |               |            |   |                                 |    |           |       |  |    | (85,630    | )
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  
|Net Income                                 |  |               |            |   |                                 |    |           |       |  | Ps | 188,036    |  
|                                           |  |               |            |   |                                 |    |           |       |  |    |            |  

The Company does not have assets outside of Mexico. For the years ended December 2005, 2006 and
2007, the revenue from international long distance services of the Company generated by AT&T, represented 72.5%, 69.9% and 71.6%, respectively. (See Notes 2-k and 4).



F-26



---

##### Table of Contents

14. INCOME TAX, ASSET TAX AND IETU

Alestra and its subsidiary are subject separately to the payment of income tax and assets tax, which are computed by each legal entity. Tax losses can be carried forward for up to ten years and offset against any
profits that the Company may generate during the period in accordance with the Income Tax Law.

The Company consolidates for tax purposes
with its holding company for Income Tax and Asset Tax purposes.

The following items represent the principal differences between income
taxes computed at the statutory tax rate and the Companys provision for income taxes for the years ended December 31, 2005, 2006 and 2007.

The
reconciliation between the statutory and effective income tax rates is shown below:



|                                                              |  |      |         |   |      |    |          |      |  |    |         |  
|------------------------------------------------------------- |  | ---- | ------- | - | ---- | -- | -------- | ---- |  | -- | ------- | -
|                                                              |  | 2005 |         |   | 2006 |    |          | 2007 | 
|Income (loss) before income tax and employees profit sharing |  | Ps   | 55,372  |   |      | Ps | (120,762 | )    |  | Ps | 276,546 |  
|Income tax at statutory rate (30%, 29% and 28%, respectively) |  | Ps   | (16,612 | ) |      | Ps | 35,021   |      |  | Ps | (77,432 | )
|Add (deduct) effect of income tax on:                         |  |      |         |   |      |    |          |      |  |    |         |  
|Comprehensive financing cost differences                      |  |      | (919    | ) |      |    | (16,018  | )    |  |    | (17,288 | )
|Effect of valuation of tax losses and other permanent items   |  |      | 17,531  |   |      |    | (19,003  | )    |  |    | 9,090   |  
|                                                              |  |      |         |   |      |    |          |      |  |    |         |  
|Total provision of income tax charged to income               |  |      |        |   |      |    |         |      |  | Ps | (85,630 | )
|                                                              |  |      |         |   |      |    |          |      |  |    |         |  

The tax effects of temporary differences that give rise to significant deferred tax assets and
liabilities at December 31, 2006 and 2007, are as follows:



|                                            |  |      |            |   |      |    |           |  
|------------------------------------------- |  | ---- | ---------- | - | ---- | -- | --------- | -
|                                            |  | 2006 |            |   | 2007 |   
|Deferred tax asset:                         |  |      |            |   |      |    |           |  
|Tax loss carryforwards                      |  | Ps   | 1,826,073  |   |      | Ps | 783,886   |  
|Allowance for doubtful accounts             |  |      | 281,663    |   |      |    | 307,743   |  
|Other assets, Costs and provisions          |  |      | 271,037    |   |      |    | 266,246   |  
|                                            |  |      |            |   |      |    |           |  
|Subtotal                                    |  |      | 2,378,773  |   |      |    | 1,357,875 |  
|Valuation reserve of tax loss carryforwards |  |      | (1,630,083 | ) |      |    | (680,136  | )
|                                            |  |      |            |   |      |    |           |  
|Total deferred tax assets                   |  |      | 748,690    |   |      |    | 677,739   |  
|                                            |  |      |            |   |      |    |           |  
|Deferred tax liabilities:                   |  |      |            |   |      |    |           |  
|Property and equipment, net                 |  |      | 734,860    |   |      |    | 756,047   |  
|Prepaid expenses                            |  |      | 13,830     |   |      |    | 7,322     |  
|                                            |  |      |            |   |      |    |           |  
|Total deferred tax liabilities              |  |      | 748,690    |   |      |    | 763,369   |  
|                                            |  |      |            |   |      |    |           |  
|Deferred income tax                         |  | Ps   |           |   |      | Ps | (85,630   | )
|                                            |  |      |            |   |      |    |           |  

Based on the projections prepared by management relative to the tax results of the Company in
subsequent years, the Company determined to be essentially subject to income tax rather than IETU.

The projections are considering: a) not
exercising the option to apply the immediate deduction on investments as of 2009 and b) not amortizing the tax loss carryforwards in an amount of Ps 680,136 comprised from 2008 to 2010. Hence, a valuation reserve has been created for this amount. As
a result, a deferred income tax provision has been included in the income statement for 2007.



F-27



---

##### Table of Contents

Listed in the following table are the tax loss carryforwards, restated in conformity with the official
inflation indexes, that could be amortized after eliminating those that will not be amortized due to the fiscal policy of the holding Company.



|     |  |    |        
|---- |  | -- | -------
|2010 |  | Ps | 268,338
|2011 |  |    | 30,235 
|2012 |  |    | 15,497 
|2013 |  |    | 22,446 
|2014 |  |    | 23,221 
|2015 |  |    | 10,788 
|     |  |    |        
|     |  | Ps | 370,525
|     |  |    |        

In accordance with current tax law, Mexican companies must pay the higher of income tax or asset
tax. Asset tax is determined on the average value of substantially all of the Companys Mexican assets less certain liabilities. The asset tax showed in statement of income corresponds to Servicios Alestra.

15. FOREIGN CURRENCY POSITION

As of
December 31, 2006 and 2007 monetary assets and liabilities, denominated in foreign currencies (U.S. dollars) were as follows:



|                                      |  |                           |          |   |      |     |          |  
|------------------------------------- |  | ------------------------- | -------- | - | ---- | --- | -------- | -
|                                      |  | Thousands of U.S. dollars |         
|                                      |  | 2006                      |          |   | 2007 |    
|Assets                                |  | US$                       | 55,732   |   |      | US$ | 31,135   |  
|Short and long-term liabilities       |  |                           | (370,030 | ) |      |     | (305,882 | )
|                                      |  |                           |          |   |      |     |          |  
|Net short position                    |  | US$                       | (314,298 | ) |      | US$ | (274,747 | )
|                                      |  |                           |          |   |      |     |          |  
|Non-monetary assets of foreign origin |  | US$                       | 504,104  |   |      | US$ | 514,014  |  
|                                      |  |                           |          |   |      |     |          |  

Following is a consolidated summary of the main transactions in foreign currency:



|                   |  |      |         |   |      |     |         |      |  |     |         |  
|------------------ |  | ---- | ------- | - | ---- | --- | ------- | ---- |  | --- | ------- | -
|                   |  | 2005 |         |   | 2006 |     |         | 2007 | 
|Revenues           |  | US$  | 134,290 |   |      | US$ | 135,160 |      |  | US$ | 164,684 |  
|Cost of services   |  |      | (28,696 | ) |      |     | (30,079 | )    |  |     | (31,169 | )
|Operating expenses |  |      | (26,159 | ) |      |     | (21,863 | )    |  |     | (28,181 | )
|Interest expense   |  |      | (38,498 | ) |      |     | (33,805 | )    |  |     | (27,057 | )
|Interest income    |  |      | 2,213   |   |      |     | 3,403   |      |  |     | 2,884   |  
|Other income, net  |  |      | 2,158   |   |      |     | 2,220   |      |  |     | 383     |  
|                   |  |      |         |   |      |     |         |      |  |     |         |  
|Net gain           |  | US$  | 45,308  |   |      | US$ | 55,036  |      |  | US$ | 81,544  |  
|                   |  |      |         |   |      |     |         |      |  |     |         |  



F-28



---

##### Table of Contents

The exchange rates at December 31, 2005, 2006 and 2007, were Ps10,7109, Ps10.8755 and Ps10.8662 per
U.S. dollar, respectively, as published by Banco de México (the Mexico central bank).

At March 31, 2008, the date of issuance of
the financial statements, the exchange rate was Ps10.6987 per U.S. dollar.

16. FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, current receivables, accounts payable, due from and to related companies and accrued expenses and other
payables, approximate fair value, due to the short term maturity of these instruments.

The estimated fair values of the senior notes at
December 31, 2006 and 2007, are as follows:



|                |  |      |           |   |      |    |           |  
|--------------- |  | ---- | --------- | - | ---- | -- | --------- | -
|                |  | 2006 |           |   | 2007 |   
|Carrying amount |  | Ps   | 3,210,743 |   |      | Ps | 2,728,850 |  
|Fair value      |  |      | 3,226,878 |   |      |    | 2,738,289 |  
|                |  |      |           |   |      |    |           |  
|Difference      |  | Ps   | (16,135   | ) |      | Ps | (9,439    | )
|                |  |      |           |   |      |    |           |  

17. DERIVATIVE FINANCIAL INSTRUMENTS

The Company periodically enters into financial instrument contracts to hedge its exposure to changes in the exchange rate between the Mexican Peso and the US Dollar. These contracts are used to hedge the exposure
related to interconnection fees, denominated in USD, paid to other carriers. The Company does not enter into derivatives contracts for speculative purposes.

On May 30, 2007, the Company entered into a foreign exchange forward contract for US$54 million with monthly expirations of US$6 million, with a final expiration date of December 28, 2007. This contract had a fixed purchase
exchange rate of $10.82. The Company recorded a Ps1,821 gain in 2007 in the income statement related to this contract.

As of December 31, 2007, the
Company maintained the following two economic hedges:



| |  |  | A foreign exchange forward contract for US$72,000 with monthly expiration dates in the amount of US$6 million with a final expiration date of December 25,
2008. This contract has a fixed purchase exchange rate of Ps10.82. This contract has been classified as an economic hedge. At December 31, 2007, this hedge has been adjusted to its fair value with the offsetting gain recorded in the
comprehensive financial result on the income statement.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A cash flow foreign exchange economic hedge for US$72 million with monthly expiration dates in the amount of US$6 million with a final expiration date of
December 30, 2008. This contract has a fixed purchase exchange rate of Ps10.79. This contract is accounted for as an economic hedge. At December 31, 2007, this instrument has been adjusted to its fair value with the offsetting gain
recorded in the comprehensive financial result in the income statement.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The company recorded a gain of Ps 2,853 in the comprehensive financial result on the income statement related to the above two contracts.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------

18. DIFFERENCES BETWEEN MEXICAN FRS AND U.S. GAAP

The Companys consolidated financial statements are prepared in accordance with Mexican FRS, which differ in certain significant respects from U.S. GAAP. The Mexican FRS consolidated financial statements include
the effects of inflation as provided for under Statement B-10 and its amendments (see note 2), whereas financial statements prepared under U.S. GAAP are presented on a historical cost basis. The reconciliation to U.S. GAAP



F-29



---

##### Table of Contents

includes a reconciling item for the effect of applying the option provided by the Fifth Amendment for the restatement of equipment of non-Mexican origin
because, as described below, this provision of inflation accounting under Mexican FRS does not meet the consistent reporting currency requirements of Regulation S-X. The reconciliation does not include the reversal of the other adjustments to the
financial statements for the effects of inflation required under Mexican FRS because the application of Statement B-10 represents a comprehensive measure of the effects of price level changes in the inflationary Mexican economy and, as such, is
considered a more meaningful presentation than historical cost-based financial reporting for both Mexican and U.S. accounting purposes.

The principal differences between Mexican FRS and U.S. GAAP and the effect on consolidated net loss and consolidated stockholders equity are presented below with an explanation of the adjustments.



|                                                                                                                                  |  |                         |          |   |      |    |          |      |  |    |          |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | -- | -------- | ---- |  | -- | -------- | -
|                                                                                                                                  |  | Year ended December 31, |         
|                                                                                                                                  |  | 2005                    |          |   | 2006 |    |          | 2007 | 
|Reconciliation of net income (loss):                                                                                              |  |                         |          |   |      |    |          |      |  |    |          |  
|Net income (loss) as reported under Mexican FRS before minority interest                                                          |  | Ps                      | 52,021   |   |      | Ps | (123,650 | )    |  | Ps | 188,036  |  
|                                                                                                                                  |  |                         |          |   |      |    |          |      |  |    |          |  
|U.S. GAAP adjustments:                                                                                                            |  |                         |          |   |      |    |          |      |  |    |          |  
|Difference in interest expense                                                                                                    |  |                         | 285,191  |   |      |    | 290,914  |      |  |    | 243,480  |  
|Reversal of debt issuance costs, net of amortization                                                                              |  |                         | 22,688   |   |      |    | 22,688   |      |  |    | 22,688   |  
|Fifth amendment effect on depreciation expense                                                                                    |  |                         | (115,939 | ) |      |    | (141,428 | )    |  |    | (139,899 | )
|Reversal of pre-operating expense amortization                                                                                    |  |                         | 247,950  |   |      |    | 247,950  |      |  |    | 64,839   |  
|Reversal of depreciation of capitalized comprehensive financing costs under Mexican FRS and depreciation of costs under U.S.
GAAP |  |                         | (8,655   | ) |      |    |          |      |  |    |          |  
|Deferred income tax                                                                                                               |  |                         |          |   |      |    |          |      |  |    | (82,121  | )
|Severance payments                                                                                                                |  |                         | (22,444  | ) |      |    | 4,081    |      |  |    | 1,982    |  
|                                                                                                                                  |  |                         |          |   |      |    |          |      |  |    |          |  
|Total U.S. GAAP adjustments                                                                                                       |  |                         | 408,791  |   |      |    | 424,205  |      |  |    | 110,969  |  
|                                                                                                                                  |  |                         |          |   |      |    |          |      |  |    |          |  
|Net income under U.S. GAAP before minority interest.                                                                              |  | Ps                      | 460,812  |   |      | Ps | 300,555  |      |  | Ps | 299,005  |  
|                                                                                                                                  |  |                         |          |   |      |    |          |      |  |    |          |  



|                                                      |  |      |            |   |      |    |            |  
|----------------------------------------------------- |  | ---- | ---------- | - | ---- | -- | ---------- | -
|                                                      |  | 2006 |            |   | 2007 |   
|Reconciliation of stockholders equity:               |  |      |            |   |      |    |            |  
|Total stockholders equity reported under Mexican FRS |  | Ps   | 2,392,491  |   |      | Ps | 2,597,883  |  
|                                                      |  |      |            |   |      |    |            |  
|U.S. GAAP adjustments:                                |  |      |            |   |      |    |            |  
|Effect on total debt of extinguishment                |  |      | (794,244   | ) |      |    | (550,765   | )
|Effect on debt issuance costs                         |  |      | (79,409    | ) |      |    | (56,721    | )
|Fifth amendment effect on property and equipment      |  |      | 343,679    |   |      |    | 186,543    |  
|Pre-operating expenses                                |  |      | (2,383,020 | ) |      |    | (2,383,020 | )
|Reversal of pre-operating expenses amortization       |  |      | 2,318,182  |   |      |    | 2,383,020  |  
|Deferred income tax                                   |  |      |            |   |      |    | (82,121    | )
|Impact of FAS 158 adoption                            |  |      |            |   |      |    | (2,992     | )
|Severance payments                                    |  |      | (18,363    | ) |      |    | (16,500    | )
|Minority interest under Mexican FRS                   |  |      | (2         | ) |      |    |            |  
|                                                      |  |      |            |   |      |    |            |  
|Total U.S. GAAP adjustments                           |  |      | (613,177   | ) |      |    | (522,556   | )
|                                                      |  |      |            |   |      |    |            |  
|Total stockholders equity under U.S. GAAP            |  | Ps   | 1,779,314  |   |      | Ps | 2,075,327  |  
|                                                      |  |      |            |   |      |    |            |  

A summary of the Companys statement of changes in stockholders equity with balances
determined under U.S. GAAP is as follows:



|                                              |  |      |           |   |      |    |           |  
|--------------------------------------------- |  | ---- | --------- | - | ---- | -- | --------- | -
|                                              |  | 2006 |           |   | 2007 |   
|Balance at beginning of period                |  | Ps   | 1,481,467 |   |      | Ps | 1,779,314 |  
|Net income for the year                       |  |      | 300,555   |   |      |    | 299,005   |  
|Additional minimum pension liability          |  |      | (2,708    | ) |      |    |           |  
|Impact of FAS 158 adoption(1)                 |  |      |           |   |      |    | (2,992    | )
|Change in fair value on cash flow hedges, net |  |      |           |   |      |    |           |  
|                                              |  |      |           |   |      |    |           |  
|Balance at end of period                      |  | Ps   | 1,779,314 |   |      | Ps | 2,075,327 |  
|                                              |  |      |           |   |      |    |           |  



|(1) | Amount not included in 2007 U.S. GAAP comprehensive financial income.
|--- | ---------------------------------------------------------------------



F-30



---

##### Table of Contents

On December 1, 2003, the Companys stockholders resolved to (i) reclassify the balance as
of December 31, 2002 of the restatement of capital stock account into the variable portion of the capital stock in the amount of Ps 5,026,512 and (ii) reduce the variable portion of the capital stock for Ps9,193,330 and Ps1,340,308 by
reclassifying these amounts from the accumulated deficit account and the accumulated deficit from restatement account, respectively. As a consequence, the nominal value of the shares was proportionally reduced according to the ownership interest of
each of the shareholders, 51% on Onexa and 49% on AT&T Corp. These transactions did not represent a contribution or payment to the equity holders. .For U.S. GAAP purposes, reclassifications of this nature are considered to be a
quasi-reorganization and as such the Company may not reclassify a deficit in retained earnings unless certain criteria is met. The Company does not comply with all the criteria and consequently, the stockholders equity under U.S. GAAP as of
December 31, 2006 and 2007 is as follows:



|                                           |  |      |             |   |      |    |             |  
|------------------------------------------ |  | ---- | ----------- | - | ---- | -- | ----------- | -
|                                           |  | 2006 |             |   | 2007 |   
|Capital stock                              |  | Ps   | 12,355,567  |   |      | Ps | 12,355,567  |  
|Accumulated losses                         |  |      | (10,576,253 | ) |      |    | (10,280,240 | )
|                                           |  |      |             |   |      |    |             |  
|Total stockholders equity under U.S. GAAP |  | Ps   | 1,779,314   |   |      | Ps | 2,075,327   |  
|                                           |  |      |             |   |      |    |             |  

The following table presents summarized balance sheets and statements of income in constant Pesos,
including all U.S. GAAP adjustments, as of December 31, 2006 and 2007 and for the three years then ended:



|                                       |  |      |             |   |      |    |             |  
|-------------------------------------- |  | ---- | ----------- | - | ---- | -- | ----------- | -
|                                       |  | 2006 |             |   | 2007 |   
|Cash and cash equivalents              |  | Ps   | 745,350     |   |      | Ps | 283,059     |  
|Trade receivables                      |  |      | 405,839     |   |      |    | 471,858     |  
|Property and equipment, net            |  |      | 5,586,509   |   |      |    | 5,289,600   |  
|Other assets                           |  |      | 859,542     |   |      |    | 755,681     |  
|                                       |  |      |             |   |      |    |             |  
|Total assets                           |  | Ps   | 7,597,240   |   |      | Ps | 6,800,198   |  
|                                       |  |      |             |   |      |    |             |  
|Senior notes                           |  | Ps   | 4,162,870   |   |      | Ps | 3,290,113   |  
|Bank loans and notes payable           |  |      | 607,977     |   |      |    | 392,873     |  
|Accounts payables                      |  |      | 586,785     |   |      |    | 399,021     |  
|Deferred income tax                    |  |      |             |   |      |    | 164,614     |  
|Other payables                         |  |      | 460,294     |   |      |    | 478,250     |  
|                                       |  |      |             |   |      |    |             |  
|Total liabilities                      |  |      | 5,817,926   |   |      |    | 4,724,871   |  
|                                       |  |      |             |   |      |    |             |  
|Contributed capital                    |  |      | 12,355,567  |   |      |    | 12,355,567  |  
|(Accumulated losses) retained earnings |  |      | (10,576,253 | ) |      |    | (10,280,240 | )
|                                       |  |      |             |   |      |    |             |  
|Total stockholders equity             |  |      | 1,779,314   |   |      |    | 2,075,327   |  
|                                       |  |      |             |   |      |    |             |  
|                                       |  | Ps   | 7,597,240   |   |      | Ps | 6,800,198   |  
|                                       |  |      |             |   |      |    |             |  



|                                                                     |  |      |            |   |      |    |            |      |  |    |            |  
|-------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -- | ---------- | ---- |  | -- | ---------- | -
|                                                                     |  | 2005 |            |   | 2006 |    |            | 2007 | 
|Net revenues                                                         |  | Ps   | 4,395,279  |   |      | Ps | 4,535,633  |      |  | Ps | 5,056,040  |  
|Cost of services (excluding depreciation presented separately below) |  |      | (1,662,659 | ) |      |    | (1,728,509 | )    |  |    | (2,217,678 | )
|Administration, selling and other operating expenses                 |  |      | (1,548,209 | ) |      |    | (1,535,367 | )    |  |    | (1,514,019 | )
|Depreciation and amortization                                        |  |      | (892,682   | ) |      |    | (977,493   | )    |  |    | (945,196   | )
|                                                                     |  |      |            |   |      |    |            |      |  |    |            |  
|Operating income                                                     |  |      | 291,729    |   |      |    | 294,264    |      |  |    | 379,147    |  
|                                                                     |  |      |            |   |      |    |            |      |  |    |            |  
|Comprehensive financial result:                                      |  |      |            |   |      |    |            |      |  |    |            |  
|Interest income                                                      |  |      | 34,664     |   |      |    | 52,094     |      |  |    | 30,243     |  
|Interest expense                                                     |  |      | (184,152   | ) |      |    | (138,059   | )    |  |    | (48,063    | )
|Exchange gain (loss)                                                 |  |      | 206,324    |   |      |    | (48,904    | )    |  |    | 688        |  
|Gain from monetary position                                          |  |      | 130,860    |   |      |    | 133,287    |      |  |    | 103,780    |  
|                                                                     |  |      |            |   |      |    |            |      |  |    |            |  
|                                                                     |  |      | 187,696    |   |      |    | (1,582     | )    |  |    | 86,748     |  
|Loss on early extinguished of all Senior Notes                       |  |      |            |   |      |    | (18,317    | )    |  |    |            |  
|Debt issuance costs, net                                             |  |      | 3,968      |   |      |    | 22,688     |      |  |    |            |  
|Other (expense) income , net                                         |  |      | (19,229    | ) |      |    | 6,391      |      |  |    | 3,841      |  
|                                                                     |  |      |            |   |      |    |            |      |  |    |            |  
|Net income before deferred income tax and asset tax                  |  |      | 464,164    |   |      |    | 303,444    |      |  |    | 469,636    |  
|Asset tax                                                            |  |      | (3,352     | ) |      |    | (2,888     | )    |  |    | (2,880     | )
|Deferred income tax                                                  |  |      |            |   |      |    |            |      |  |    | (167,751   | )
|                                                                     |  |      |            |   |      |    |            |      |  |    |            |  
|Net income                                                           |  | Ps   | 460,812    |   |      | Ps | 300,556    |      |  | Ps | 299,005    |  
|                                                                     |  |      |            |   |      |    |            |      |  |    |            |  



F-31



---

##### Table of Contents

Effects of the restructuring of the Old Senior Notes

As mentioned in Note 9, under Mexican FRS, the effects of the restructuring are recorded as follows:



| |  |  | A gain of Ps 958,753 is recognized for the effect of the extinguishment of the Old Senior Notes.
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | A gain of Ps939,888 for the reversal of accrued and unpaid interest of the Old Senior Notes that were due on November 15, 2002 and May 15, 2003.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Write-off of unamortized debt issuance cost related to the Old Senior Notes of Ps129,299 and the capitalization of Ps158,160 for the debt issuance cost of the New
Senior Notes amortized over the term of the New Senior Notes.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Interest expense is determined using the actual interest rate on the New Senior Notes.
| | - |  | --------------------------------------------------------------------------------------

For U. S. GAAP purposes, the debt restructuring of the old senior notes is considered as a troubled debt restructuring in accordance with Statement of
Financial Accounting Standard No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructuring and its effects are recorded as follows:



| |  |  | Since the carrying amount of the old senior notes does not exceed the total future cash payments specified by the new senior notes, no gain on the restructuring was
recognized for the notes that were exchanged.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Debt issuance cost of Ps158,160 incurred in the debt restructuring was recorded as an expense of the period; debt issuance cost of Ps129,299 of the Old Senior
Notes, will be amortized in the new term of the restructured notes.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Interest expense is determined using an effective interest rate that equates the present value of the future cash payments specified by the new notes, with the
carrying amount of the old senior notes. As a result, the net effect of the restructuring, including the reversal of accrued and unpaid interest, will be recognized prospectively as a reduction of the interest expense throughout the term of the new
notes.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fifth Amendment effect on property and equipment, net

Effective January 1, 1997, the Company adopted the Fifth Amendment, including the option of restating equipment of a non-Mexican origin using an
index which reflects the inflation in the respective country of origin and the exchange rate of the Mexican Peso against the currency of such country at the balance sheet date. For U.S. GAAP purposes, the use of the index that contemplates currency
exchange movements is not in accordance with the historical cost concept nor does it present financial information in a constant reporting currency.



F-32



---

##### Table of Contents

Pre-operating Expenses

Under Mexican FRS, pre-operating expenses are permitted to be capitalized and amortized over a period of time estimated to generate the income necessary to recover such expenses. The Company defined that period as 10
years. Under U.S. GAAP, such costs are expensed as incurred. The amortization of pre-operating expenses has been concluded in 2007.

Capitalization of
comprehensive financing result

Mexican FRS permits the capitalization of comprehensive financing result, including net interest costs,
gains or losses from monetary position and foreign exchange gains or losses, on acquired assets under construction.

U.S. GAAP requires the
capitalization of interest during the construction and installation of qualifying assets. In an inflationary economy, such as Mexico, it is acceptable practice under U.S. GAAP to capitalize interest net of the monetary gains or losses on the related
Mexican Peso debt, but not on U.S. dollar or other stable currency debt. Also, it is not acceptable to capitalize interest income. In addition, U.S. GAAP does not allow the capitalization of foreign exchange gains or losses or the capitalization of
financing result on deferred expenses.

Severance payments

As more fully disclosed in Note 2(m.), effective January 1, 2006, the Company adopted the provisions related to severance indemnity liabilities as established by revised Bulletin D-3. Under Mexican FRS, severance
payments should be accounted in a manner similar to other post-retirement benefits. The Company opted for the transitional method of recognizing the actuarially determined severance liability of Ps24,666 over the remaining expected employee service
period and consequently, as of December 31, 2006 and 2007 has recognized a total liability and charge to earnings of Ps 4,081 and Ps 1,982. Prior to the adoption of revised Bulletin D-3, such severance costs were recognized as incurred.

For the purposes of the December 31, 2006 reconciliation of earnings and equity, the Company recorded for U.S. GAAP purposes the
entire expense not yet recognized under Mexican FRS which totals Ps18,363. For the purposes of the December 31, 2007 reconciliation of earnings and equity, the Company recorded for US GAAP purposes income of Ps 16,500, representing a
reversal of the amount recognized as expense under Mexican FRS. Alestra has determined that the impact on reported results and net assets for periods presented are not materially misstated as a result of not having recognized the annual cost and
cumulative liability associated with these benefits in prior years.

Minority interest

Under Mexican FRS minority interest in consolidated subsidiaries is presented as a separate component within the stockholders equity in the
consolidated balance sheet. For U.S. GAAP purposes, the minority interest is not included in stockholders equity.

Impairment of assets

For US GAAP purposes, if an evaluation is required, the estimated future undiscounted cash flows associated with an asset would be
compared to the assets carrying value to determine if a write-down to market value or fair value is required. The Company has not recognized any impairment loss.



F-33



---

##### Table of Contents

Deferred Income Taxes

Starting January 1, 2000, the Company adopted the provisions of revised Statement D-4, Accounting Treatment for Income Tax, Asset Tax and Employees Statutory Profit Sharing, issued by the MIPA.
This Statement significantly changes the previous accounting for determining deferred income taxes (the partial liability method), by establishing in its place the full liability method. Under this method, deferred tax assets and liabilities are
recognized for all significant temporary differences between the carrying amounts of existing assets and liabilities as of the balance sheet date and their respective tax bases.

In the United States, Statement of Financial Accounting Standard No. 109 (SFAS 109), Accounting for Income Taxes, requires
recognition of deferred tax assets and liabilities associated with differences between the carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to reverse. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of
a deferred tax asset will not be realized.

The tax effects of temporary differences that give rise to significant deferred tax assets and
liabilities, prepared after considering the impact of US GAAP adjustments, as of December 31, 2006 and 2007, are as follows:



|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|--------------------------------------------- |  | -------- | ---------- | - | ------------------ | -- | -------- | ---- |  | -- | ---------- | -
|                                              |  | Mex GAAP |            |   | US GAAPadjustments |    |          | 2006 | 
|Deferred tax asset:                           |  |          |            |   |                    |    |          |      |  |    |            |  
|Tax loss carryforwards                        |  | Ps       | 1,826,073  |   |                    |    |          |      |  | Ps | 1,826,073  |  
|Allowance for doubtful accounts               |  |          | 281,663    |   |                    |    |          |      |  |    | 281,663    |  
|Costs and provisions                          |  |          | 271,037    |   |                    | Ps | (269,001 | )    |  |    | 2,036      |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Total deferred tax assets                     |  | Ps       | 2,378,773  |   |                    |    | (269,001 | )    |  | Ps | 2,109,772  |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|                                              |  |          |           
|Deferred tax liabilities:                     |  |          |            |   |                    |    |          |      |  |    |            |  
|Property and equipment, and other assets, net |  | Ps       | 734,860    |   |                    |    | 104,722  |      |  | Ps | 839,582    |  
|Prepaid expenses                              |  |          | 13,830     |   |                    |    | (13,830  | )    |  |    |            |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Total deferred tax liabilities                |  |          | 748,690    |   |                    |    | 90,892   |      |  |    | 839,582    |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Net deferred tax assets                       |  |          | 1,630,083  |   |                    |    | (359,893 | )    |  |    | 1,270,190  |  
|Valuation allowance                           |  | Ps       | (1,630,083 | ) |                    |    | (359,893 | )    |  | Ps | (1,270,190 | )
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Deferred income tax                           |  | Ps       |           |   |                    | Ps |         |      |  | Ps |           |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|                                              |  |          |           
|                                              |  | Mex GAAP |            |   | US GAAPadjustments |    |          | 2007 | 
|Deferred tax asset:                           |  |          |            |   |                    |    |          |      |  |    |            |  
|Tax loss carryforwards                        |  | Ps       | 783,886    |   |                    |    |          |      |  | Ps | 783,886    |  
|Allowance for doubtful accounts               |  |          | 307,743    |   |                    |    |          |      |  |    | 307,743    |  
|Costs and provisions                          |  |          | 266,246    |   |                    | Ps | (33,543  | )    |  |    | 232,703    |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Total deferred tax assets                     |  | Ps       | 1,357,875  |   |                    |    | (33,543  | )    |  | Ps | 1,324,332  |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|                                              |  |          |           
|Deferred tax liabilities:                     |  |          |            |   |                    |    |          |      |  |    |            |  
|Property and equipment, and other assets, net |  | Ps       | 756,047    |   |                    |    | 52,763   |      |  | Ps | 808,810    |  
|Prepaid expenses                              |  |          | 7,322      |   |                    |    | (7,322   | )    |  |    |            |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Total deferred tax liabilities                |  |          | 763,369    |   |                    |    | 45,441   |      |  |    | 808,810    |  
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Net deferred tax assets                       |  |          | 594,506    |   |                    |    | (78,984  | )    |  |    | 515,522    |  
|Valuation allowance                           |  | Ps       | (680,136   | ) |                    |    |         |      |  | Ps | (680,136   | )
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  
|Deferred income tax                           |  | Ps       | (85,630    | ) |                    | Ps | (78,984  | )    |  | Ps | (164,614   | )
|                                              |  |          |            |   |                    |    |          |      |  |    |            |  

For financial statement purposes, based on the weight of available evidence as of the balance
sheet dates, valuation allowances were recognized for the amount of the net deferred tax assets as of December 31, 2006 and 2007, that more likely than not will not be realized.

Financial Accounting Standards Board (FASB) Interpretation No. 48 Accounting for Uncertainty in Income Taxes, (FIN 48) was issued in
July 2006 and interprets FASB Statement of Financial Accounting Standards (SFAS) No. 109. FIN 48 became effective for the Company on January 1, 2007 and prescribes a comprehensive model for the recognition, measurement, financial statement
presentation and disclosure of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company classifies income tax-related interest and penalties as income taxes in the financial statements.

The adoption of this pronouncement had no effect on the Companys overall financial position or results of operations.

Adoption of FAS 158

In September 2006, the FASB issued SFAS
No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R). This standard requires employers to recognize the underfunded or
overfunded status of defined benefit pension and postretirement plans as an asset or liability in its statement of financial position, and recognize changes in the funded status in the year in which the changes occur through accumulated other
comprehensive income, which is a component of stockholders equity. The Company adopted this standard as of December 31, 2007.



F-34



---

##### Table of Contents

USGAAP Disclosures

(In
thousands of U.S.)



|                                           |  |                               |           |             |    |        |                              |  |    |          
|------------------------------------------ |  | ----------------------------- | --------- | ----------- | -- | ------ | ---------------------------- |  | -- | ---------
|                                           |  | Before Applicationof SFAS 158 |           | Adjustments |    |        | After Applicationof SFAS 158
|Consolidated Balance Sheet Data            |  |                               |           |             |    |        |                              |  |    |          
|Total assets                               |  | Ps                            | 6,854,131 |             | Ps | 0      |                              |  | Ps | 6,854,131
|Deferred Income Taxes                      |  |                               | 90,325    |             |    | (931   | )                            |  |    | 89,394   
|Pension Plans and Seniority Premiums       |  |                               | 111,407   |             |    | 3,327  |                              |  |    | 114,734  
|Other liabilities                          |  |                               | 4,457,834 |             |    |        |                              |  |    | 4,457,834
|                                           |  |                               |           |             |    |        |                              |  |    |          
|Total liabilities                          |  |                               | 4,659,566 |             |    | 2,395  |                              |  |    | 4,661,961
|                                           |  |                               |          
|Total shareholders equity                 |  |                               | 2,194,565 |             |    | (2,395 | )                            |  |    | 2,192,170
|                                           |  |                               |          
|Total liabilities and shareholders equity |  | Ps                            | 6,854,131 |             | Ps | 0      |                              |  | Ps | 6,854,131
|                                           |  |                               |           |             |    |        |                              |  |    |          

Amount Recognized un Accumulated OCI

(In thousands of U.S. dollars, net of income tax benefit)



|                           |  |    |         |  
|-------------------------- |  | -- | ------- | -
|Net transaction obligation |  | Ps | 18,589  |  
|Prior service cost         |  |    | (16,253 | )
|Net loss                   |  |    | 5,731   |  
|                           |  |    |         |  
|Total                      |  | Ps | 8,067   |  
|                           |  |    |         |  

Additional disclosures requirements

Pursuant to the requirements of SFAS No. 132, the following tables present a reconciliation of the beginning and ending balances the accumulated benefit obligation.

Seniority Premiums and Pension Benefits



|                                        |  |      |         |   |      |    |         |  
|--------------------------------------- |  | ---- | ------- | - | ---- | -- | ------- | -
|                                        |  | 2006 |         |   | 2007 |   
|Benefit obligation at beginning if year |  | Ps   | 99,077  |   |      | Ps | 111,696 |  
|Services cost                           |  |      | 9,858   |   |      |    | 6,553   |  
|Interest cost                           |  |      | 4,945   |   |      |    | 4,672   |  
|Actuarial loss (gain)                   |  |      | (1,851  | ) |      |    | (12,559 | )
|Benefits paid                           |  |      | (333    | ) |      |    | (25,043 | )
|                                        |  |      |         |   |      |    |         |  
|Benefit obligation at end of year       |  | Ps   | 111,696 |   |      | Ps | 85,319  |  
|                                        |  |      |         |   |      |    |         |  



F-35



---

##### Table of Contents

Post-retirement benefit



|                                        |  |      |        |   |      |    |        |  
|--------------------------------------- |  | ---- | ------ | - | ---- | -- | ------ | -
|                                        |  | 2006 |        |   | 2007 |   
|Benefit obligation at beginning if year |  | Ps   | 25,660 |   |      | Ps | 26,047 |  
|Services cost                           |  |      | 3,773  |   |      |    | 3,603  |  
|Interest cost                           |  |      | 1,119  |   |      |    | 1,052  |  
|Actuarial loss                          |  |      | 3,670  |   |      |    |        |  
|Benefits paid                           |  |      | (8,175 | ) |      |    | (1,287 | )
|                                        |  |      |        |   |      |    |        |  
|Benefit obligation at end of year       |  | Ps   | 26,047 |   |      | Ps | 29,415 |  
|                                        |  |      |        |   |      |    |        |  

Cash Flows

Mexican FRS Bulletin B-12, Statements of Changes in Financial Position (Bulletin B-12), specifies the appropriate presentation of the statements of changes in financial position. Under Bulletin
B-12, the sources and uses of resources are determined based upon differences between beginning and ending financial statement balances in constant Pesos. Under U.S. GAAP, a statement of cash flows is required, which presents only cash movements and
excludes non-cash items.

Presented below are statements of cash flows for the years ended December 31, 2005, 2006 and 2007 prepared,
after considering the impact of U.S. GAAP adjustments. The cash flow statements below present nominal cash flows during the respective periods, adjusted to December 31, 2007 purchasing power.



|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|----------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -- | ---------- | ---- |  | -- | -------- | -
|                                                                              |  | 2005 |          |   | 2006 |    |            | 2007 | 
|OPERATING ACTIVITIES:                                                         |  |      |          |   |      |    |            |      |  |    |          |  
|Net income                                                                    |  | Ps   | 460,812  |   |      | Ps | 300,557    |      |  | Ps | 299,005  |  
|Adjustments to reconcile net loss to cash flows used in operating activities: |  |      |          |   |      |    |            |      |  |    |          |  
|Gain from monetary position                                                   |  |      | (130,860 | ) |      |    | (196,264   | )    |  |    | (155,360 | )
|Unrealized exchange losses                                                    |  |      | (195,123 | ) |      |    | 50,899     |      |  |    | (1,407   | )
|Depreciation and amortization                                                 |  |      | 892,682  |   |      |    | 1,011,781  |      |  |    | 919,158  |  
|Allowance for doubtful accounts                                               |  |      | 22,483   |   |      |    | 33,954     |      |  |    | (17,399  | )
|Difference in interest expense                                                |  |      | (303,912 | ) |      |    | (290,914   | )    |  |    | (243,480 | )
|Deferred income tax                                                           |  |      |          |   |      |    |            |      |  |    | 167,751  |  
|Other provisions                                                              |  |      | 92,456   |   |      |    | 69,354     |      |  |    | 7,637    |  
|Changes in operating assets and liabilities:                                  |  |      |          |   |      |    |            |      |  |    |          |  
|Current assets                                                                |  |      | (142,740 | ) |      |    | 28,212     |      |  |    | (16,440  | )
|Current liabilities                                                           |  |      | 108,011  |   |      |    | 831        |      |  |    | (152,230 | )
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Cash flows provided by operating activities                                   |  |      | 803,809  |   |      |    | 1,008,410  |      |  |    | 807,235  |  
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|                                                                              |  |      |         
|INVESTING ACTIVITIES:                                                         |  |      |          |   |      |    |            |      |  |    |          |  
|Purchases of property and equipment                                           |  |      | (472,933 | ) |      |    | (451,469   | )    |  |    | (520,628 | )
|Sales of property and equipment                                               |  |      | 37,825   |   |      |    |           |      |  |    |          |  
|Restricted cash (1)                                                           |  |      |         |   |      |    | (138,297   | )    |  |    | (11,307  | )
|Deferred charges and other assets                                             |  |      |         |   |      |    | (179,145   | )    |  |    | (41,148  | )
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Cash flows used in investing                                                  |  |      | (435,108 | ) |      |    | (768,911   | )    |  |    | (573,080 | )
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|                                                                              |  |      |         
|FINANCING ACTIVITIES:                                                         |  |      |          |   |      |    |            |      |  |    |          |  
|Notes payable                                                                 |  |      |         |   |      |    | 697,031    |      |  |    | (111,019 | )
|Payments of bank loans, notes payable, capital leases and senior notes        |  |      | (104,999 | ) |      |    | (1,146,164 | )    |  |    | (558,418 | )
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Cash flows used in financing activities                                       |  |      | (104,999 | ) |      |    | (449,133   | )    |  |    | (669,437 | )
|Net effect of inflation on cash and cash equivalents                          |  |      | 22,860   |   |      |    | (38,708    | )    |  |    | (27,006  | )
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Increase (decrease) in cash and cash equivalents                              |  |      | 286,562  |   |      |    | (248,342   | )    |  |    | (462,291 | )
|Cash and cash equivalents, beginning of period                                |  |      | 707,130  |   |      |    | 993,692    |      |  |    | 745,350  |  
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Cash and cash equivalents, end of period                                      |  | Ps   | 993,692  |   |      | Ps | 745,350    |      |  | Ps | 283,059  |  
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Non-cash investing and financing activities:                                  |  |      |          |   |      |    |            |      |  |    |          |  
|Acquisition of equipment under capital leases and debt assumed                |  | Ps   | 49,799   |   |      | Ps | 13,717     |      |  | Ps |         |  
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Interest and taxes paid:                                                      |  |      |          |   |      |    |            |      |  |    |          |  
|Interest paid                                                                 |  | Ps   | 425,249  |   |      | Ps | 383,969    |      |  | Ps | 281,017  |  
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  
|Income taxes paid                                                             |  | Ps   | 2,200    |   |      | Ps | 1,777      |      |  | Ps | 2,819    |  
|                                                                              |  |      |          |   |      |    |            |      |  |    |          |  



|(1) | During 2007 restricted cash amounts were reclassed from financing activities to investment activities.
|--- | ------------------------------------------------------------------------------------------------------



F-36



---

##### Table of Contents

NEW ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB published SFAS No. 160 Non Controlling Interests in Consolidated Financial Statements  an amendment of ARB No. 51. This statement addresses the reporting of minority interests in the
results of the parent and provides direction for the recording of such interests in the financial statements. It also provides guidance for the recording of various transactions related to the minority interests, as well as certain disclosure
requirements.

SFAS No. 160 will be effective for fiscal years, and interim periods after December 15, 2008, earlier adoption is prohibited and
shall be applied prospectively. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. The Company will adopt this pronouncement on January 1, 2009.

The adoption of this statement will have some changes on the Companys presentation of financial results and statement of position. However, these changes are not
expected to be of a material nature.

In December 2007, the FASB published SFAS No. 141-R, which replaces SFAS No. 141, Business
Combinations. This statement improves the reporting of information about a business combination and its effects. This statement establishes principles and requirements for how the acquirer will recognize and measure the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the acquisition. Also, the statement determines the recognition and measurement of goodwill acquired in the business combination or a gain from a bargain purchase, and finally,
determines the disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

SFAS No 141-R will be effective for all business combinations with an acquisition date on or after the beginning of the first annual reporting period after December 15, 2008, earlier adoption is prohibited. The Company will adopt this
pronouncement on January 1, 2009.

In February 2007 the FASB published SFAS No. 159, The Fair Value Option for Financial Assets and
Financial liabilities. This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.

This Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes
for similar types of assets and liabilities. This statement does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. This Statement does not establish requirements for recognizing
and measuring dividend income, interest income, or interest expense. This statement does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in
SFAS No. 157, Fair Value Measurements, and SFAS No. 107, Disclosures about Fair Value of Financial Instruments.

SFAS No. 159 will be
effective for all fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact this statement will have on its financial position, results of operations and disclosures, should the Company elect to measure
certain financial instruments at fair value.



F-37



---

##### Table of Contents

In September 2006 the FASB published SFAS No. 157 Fair Value Measurements, which provides enhanced
guidance for using fair value to measure assets and liabilities. SFAS No. 157 establishes a common definition of fair value, provides a framework for measuring fair value under U.S. GAAP and expands disclosure requirements about fair value
measurements. SFAS No. 157 was to be effective for financial statements issued in fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. On February 6, 2008, the FASB issued a position paper
that partially defers SFAS No. 158 for one year relating to non-financial assets and liabilities, except those items disclosed at fair value on a recurring basis. The Company is currently evaluating the impact, if any, the adoption of SFAS
No. 157 will have on its financial position, results of operations and disclosures.



F-38