##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Form 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION
12(b) OR(g) OF THE SECURITIES EXCHANGE ACT
OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 333-14194
 GRUPO TMM, S.A.B.
 (Exact name of Registrant as specified in its charter)
 TMM GROUP  (Translation of Registrants name into English)
 United Mexican States  (Jurisdiction of incorporation or organization)
 Avenida de la Cúspide, No. 4755
Colonia Parques del Pedregal,
14010 México City, D.F., México  (Address of principal executive offices)
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican Depositary Shares, each representing
    
    New York Stock Exchangeone Ordinary Participation Certificate(Certificado de Participación Ordinaria)(CPO)CPOs, each representing one nominative common share,
    
    New York Stock Exchange (for listing purposes only)without par value (Share)Shares
    
    New York Stock Exchange (for listing purposes only)
 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:
None
    o þ
  o þ
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ o
  o o
  o þ
   o o




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##### 



TABLE OF CONTENTS
 PagePART I
    
    
    2ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    2ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    2ITEM 3. KEY INFORMATION
    
    
    2ITEM 4. INFORMATION ON THE COMPANY
    
    
    19ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    38ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    38ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    59ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    65ITEM 8. FINANCIAL INFORMATION
    
    
    66ITEM 9. THE OFFER AND LISTING
    
    
    68ITEM 10. ADDITIONAL INFORMATION
    
    
    71ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    83ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    84PART II
    
    
    84ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    84ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    85ITEM 15. CONTROLS AND PROCEDURES
    
    
    85ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    87ITEM 16B. CODE OF ETHICS
    
    
    87ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    88ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    88ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    
    88ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    88ITEM 16G. CORPORATE GOVERNANCE
    
    
    88PART III
    
    
    89ITEM 17. FINANCIAL STATEMENTS
    
    
    89ITEM 18. FINANCIAL STATEMENTS
    
    
    89ITEM 19. EXHIBITSEX-6.1EX-7.1EX-8.1EX-21.1EX-12.2EX-13.1EX-13.2




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Grupo TMM, S.A.B. and Subsidiaries
 Introduction
  Sociedades Anónimas Bursátiles Ley del Mercado de
Valores Sociedad Anónima Bursátil
 Presentation of Financial Information
  Forward-Looking Information
   §
    
    Our ability to generate sufficient cash from operations to meet our obligations,
including the ability of our subsidiaries to generate sufficient distributable cash flow
and to distribute such cash flow in accordance with our existing agreements with our
lenders and strategic partners and applicable law;§
    
    Mexican, U.S. and global economic, political and social conditions;§
    
    The effect of the North American Free Trade Agreement (NAFTA) on the level of
U.S.-Mexico trade;§
    
    Conditions affecting the international shipping and transportation markets;§
    
    Our ability to reduce corporate overhead costs;§
    
    The availability of capital to fund our expansion plans;§
    
    Our ability to utilize a portion of our current and future tax loss carryforwards (Net
Operating Losses or NOLs);§
    
    Changes in fuel prices;




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§
    
    Changes in legal or regulatory requirements in Mexico or the United States;§
    
    Market and interest rate fluctuations;§
    
    Competition in geographic and business areas in which we conduct our operations;§
    
    The adverse resolution of litigation and other contingencies;§
    
    The ability of management to manage growth and successfully compete in new businesses;
and§
    
    The ability of the Company to repay, restructure or refinance its indebtedness.
  
 PART I
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3. KEY INFORMATION
 Selected Financial Data
   GRUPO TMM, S.A.B. AND SUBSIDIARIES UNDER IFRS
 SELECTED CONSOLIDATED FINANCIAL DATA  ($ in millions, except per share data)
 Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004CONSOLIDATED INCOME STATEMENT DATA:Transportation revenues
    
    $
    362.9
    
    
    $
    303.3
    
    
    $
    248.1
    
    
    $
    306.6
    
    
    $
    251.0Other (Expense) Income  Net (a)
    
    
    8.7
    
    
    
    (4.4
    )
    
    
    (24.1
    )
    
    
    (1.0
    )
    
    
    16.3Operating Income (Loss) (b)
    
    
    19.9
    
    
    
    19.3
    
    
    
    (12.9
    )
    
    
    3.7
    
    
    
    19.7Interest Income
    
    
    13.1
    
    
    
    5.6
    
    
    
    4.6
    
    
    
    5.2
    
    
    
    1.5
 2




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Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Interest Expense  Net
    
    
    83.0
    
    
    
    55.6
    
    
    
    60.0
    
    
    
    96.0
    
    
    
    89.3Exchange Gain (Loss)
    
    
    145.5
    
    
    
    1.4
    
    
    
    (0.4
    )
    
    
    1.3
    
    
    
    2.4Income (Loss) before benefit from (provision for)
Income
Taxes
    
    
    95.5
    
    
    
    (29.2
    )
    
    
    (68.8
    )
    
    
    (85.9
    )
    
    
    (65.7
    )Benefit from (provision for) Income Taxes
    
    
    (20.1
    )
    
    
    0.8
    
    
    
    27.8
    
    
    
    62.0
    
    
    
    (43.7
    )Net Income (Loss) from continuing operations for the
Year
    
    
    75.4
    
    
    
    (28.3
    )
    
    
    (40.9
    )
    
    
    (23.8
    )
    
    
    (109.4
    )Net Income (Loss) from discontinued operations (c)
    
    
    
    
    
    
    (38.6
    )
    
    
    111.4
    
    
    
    199.3
    
    
    
    9.5Net Income (Loss) for the year
    
    
    75.4
    
    
    
    (66.9
    )
    
    
    70.4
    
    
    
    175.5
    
    
    
    (99.9
    )Attributable to Minority interest
    
    
    0.5
    
    
    
    0.2
    
    
    
    0.5
    
    
    
    4.2
    
    
    
    2.7Attributable to stockholders of Grupo TMM, S.A.B
    
    
    74.9
    
    
    
    (67.1
    )
    
    
    69.9
    
    
    
    171.3
    
    
    
    (102.5
    )Earnings (Loss) per Share from continuing
operations (d)
    
    
    1.343
    
    
    
    (0.498
    )
    
    
    (0.719
    )
    
    
    (0.419
    )
    
    
    (1.920
    )Earnings (Loss) per Share from discontinued
operations (c) (d)
    
    
    
    
    
    
    (0.677
    )
    
    
    1.955
    
    
    
    3.500
    
    
    
    0.166Earnings (Loss) per Share from Net Income (Loss)
for the year (d)
    
    
    1.343
    
    
    
    (1.175
    )
    
    
    1.236
    
    
    
    3.080
    
    
    
    (1.755
    )Earnings (Loss) per Share attributable to
stockholders of Grupo TMM, S.A.B. (d)
    
    
    1.334
    
    
    
    (1.177
    )
    
    
    1.227
    
    
    
    3.007
    
    
    
    (1.800
    )Book value per share (e)
    
    
    2.990
    
    
    
    1.983
    
    
    
    3.207
    
    
    
    2.094
    
    
    
    (0.867
    )Weighted Average Shares Outstanding (000s)
    
    
    56,189
    
    
    
    56,962
    
    
    
    56,963
    
    
    
    56,963
    
    
    
    56,963BALANCE SHEET DATA (at end of period):Cash and cash equivalents
    
    $
    39.9
    
    
    $
    14.7
    
    
    $
    21.7
    
    
    $
    52.9
    
    
    $
    46.3Restricted cash
    
    
    128.5
    
    
    
    37.5
    
    
    
    17.0
    
    
    
    347.9
    
    
    
    6.8Non-Current Assets Classified as Held For
Sale (f)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,080.5Total Current Assets
    
    
    260.4
    
    
    
    142.3
    
    
    
    168.7
    
    
    
    470.9
    
    
    
    2,218.7Property, machinery and equipment-Net
    
    
    687.7
    
    
    
    351.1
    
    
    
    282.8
    
    
    
    165.8
    
    
    
    80.3Concessions  Net
    
    
    3.4
    
    
    
    3.7
    
    
    
    4.0
    
    
    
    4.4
    
    
    
    4.9Total Assets
    
    
    1,088.0
    
    
    
    662.2
    
    
    
    635.5
    
    
    
    793.1
    
    
    
    2,352.0Liabilities directly related to non-current
assets classified as held for sale (g)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,054.6Current portion of long term debt (g)
    
    
    21.1
    
    
    
    10.5
    
    
    
    27.6
    
    
    
    35.5
    
    
    
    26.5Obligations for sale of receivables short term (g)
    
    
    15.0
    
    
    
    13.5
    
    
    
    16.7
    
    
    
    
    
    
    
    20.0Long-term debt (g)
    
    
    680.4
    
    
    
    310.5
    
    
    
    141.4
    
    
    
    524.8
    
    
    
    469.4Obligations for sale of receivables long term (g)
    
    
    101.0
    
    
    
    113.4
    
    
    
    172.6
    
    
    
    
    
    
    
    49.8Capital stock
    
    
    114.1
    
    
    
    121.1
    
    
    
    121.2
    
    
    
    121.2
    
    
    
    121.2Stockholders Equity (Deficiency) attributable to
Stockholders of Grupo TMM, S.A.B
    
    
    165.1
    
    
    
    113.0
    
    
    
    182.7
    
    
    
    119.3
    
    
    
    (49.4
    )Minority equity interest in subsidiaries
    
    
    6.1
    
    
    
    5.9
    
    
    
    8.7
    
    
    
    17.4
    
    
    
    686.0Total Stockholders Equity
    
    
    171.2
    
    
    
    118.9
    
    
    
    191.3
    
    
    
    136.7
    
    
    
    636.7OTHER DATA:Incremental Capital Investments (h)
    
    $
    401.8
    
    
    $
    104.5
    
    
    $
    184.3
    
    
    $
    145.1
    
    
    $
    15.3Depreciation and Amortization
    
    
    31.1
    
    
    
    25.7
    
    
    
    16.5
    
    
    
    12.7
    
    
    
    10.3
 
 (a)
    
    Includes mainly: (i) in the year ended December 31, 2008: a gain from the sale of
certain non-strategic subsidiaries, partially offset by goodwill impairment charges and
equipment lease expenses; (ii) in the year ended December 31, 2007: a non-recurring
restructuring cost, a loss from the sale of non-productive assets and leases of related
equipment, partially offset by a gain from recoverable taxes net of expenses and a gain from
the sale of subsidiaries; (iii) in the year ended December 31, 2006: impairment charges
related to long-lived assets, provision for the management fee to SSA Mexico, Inc. (SSA),
provision for the labor contingencies and credit related to the recognition of the
participation in unconsolidated subsidiaries; (iv) in the year ended December 31, 2005:
credits related to recoverable taxes, a gain from the sale of subsidiaries, provision for the
management fee to SSA and an adjustment to goodwill; (v) in the year ended December 31, 2004:
credits related to recoverable taxes and a loss from the sale of fixed assets.(b)
    
    Includes the reclassification of income (expense)  net in accordance with
International Accounting Standard (IAS) No.1: Presentation of Financial Statements. 3




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(c)
    
    The results of discontinued operations represent the results of our railroad
operations which were sold in April 2005. See Item 5. Operating and Financial Review and
Prospects  Results of Operations  Discontinued Operations and Note 5 to our Audited
Consolidated Financial Statements.(d)
    
    As of December 31, 2004, 2005 and 2006 the number of shares outstanding was
56,963,137, as of December 31, 2007 the number of shares outstanding was 56,933,137, and as of
December 31, 2008 the number of shares outstanding was 55,227,037. See Item 4. Information on
the Company  History and Development of the Company.(e)
    
    Book value per share: results from dividing total shareholders equity attributable
to stockholders of Grupo TMM by the outstanding shares at the end of each period.(f)
    
    See Note 5 to the Audited Consolidated Financial Statements. Non-current asset
available for sale and discontinued operations.(g)
    
    Proceeds received as borrowings are net of transaction costs incurred in accordance
with IAS No. 39: Financial Instruments Recognition and Measurement.(h)
    
    See Item 5. Operating and Financial Review and Prospects  Liquidity and Capital
Resources  Capital Expenditures and Divestitures. GRUPO TMM S.A.B. AND SUBSIDIARIES
SELECTED CONSOLIDATED OPERATING DATA  ($ in millions)
 Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004TRANSPORTATION REVENUES (IFRS):Ports and Terminals Operations (a)
    
    
    8.0
    
    
    
    8.5
    
    
    
    8.1
    
    
    
    38.8
    
    
    
    26.6Maritime Operations (b)
    
    
    206.8
    
    
    
    179.0
    
    
    
    146.4
    
    
    
    159.6
    
    
    
    127.8Logistics Operations (c)
    
    
    134.3
    
    
    
    115.9
    
    
    
    93.9
    
    
    
    108.4
    
    
    
    97.6Intercompany revenues (d)
    
    
    13.8
    
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (0.2
    )
    
    
    (1.0
    )Total
    
    $
    362.9
    
    
    $
    303.3
    
    
    $
    248.1
    
    
    $
    306.6
    
    
    $
    251.0INCOME ON TRANSPORTATION (IFRS): (e)(f)Ports and Terminals Operations
    
    
    1.6
    
    
    
    1.4
    
    
    
    1.2
    
    
    
    0.7
    
    
    
    0.2Maritime Operations
    
    
    42.0
    
    
    
    44.1
    
    
    
    30.5
    
    
    
    21.2
    
    
    
    13.8Logistics Operations
    
    
    (12.0
    )
    
    
    (3.4
    )
    
    
    (6.1
    )
    
    
    (4.8
    )
    
    
    0.6Shared corporate costs (e)
    
    
    (20.4
    )
    
    
    (18.4
    )
    
    
    (14.5
    )
    
    
    (12.4
    )
    
    
    (11.2
    )Total
    
    $
    11.2
    
    
    $
    23.7
    
    
    $
    11.1
    
    
    $
    4.7
    
    
    $
    3.4
 
 (a)
    
    Ports and Terminals Operations consist of a port in Acapulco, Mexico, a terminal at Tuxpan,
Mexico, the operation of shipping agencies at numerous ports in Mexico and certain Colombian
companies, which Colombian companies were included until December 2005.(b)
    
    Maritime Operations primarily consist of offshore vessels, product tankers, parcel tankers
and tugboats.(c)
    
    Our Logistics Operations consist of trucking and intermodal transport, warehousing, container
maintenance and repair and intermodal terminal operations.(d)
    
    Represents intercompany transactions between segments, and certain new businesses which are
in the development process.(e)
    
    Includes restructuring expenses: In 2005: $0.1 million in Maritime Operations, $1.2 million
in Logistics Operations, $0.3 million in Ports and Terminals Operations and $0.4 million in
shared corporate costs. In 2004: $0.2 million in Maritime Operations and $0.6 million in
shared corporate costs.(f)
    
    To better reflect Grupo TMMs corporate costs, the Company modified the presentation of its
corporate expenses as of December 31, 2007, separating human resources and information
technology costs to be allocated to each business unit in accordance with its use. Income on
transportation includes the following allocated total administrative costs: In 2008: $1.6
million in Ports and Terminals Operations, $6.8 million in Maritime Operations, $14.6 million
in Logistics Operations and $19.9 million in shared corporate costs. In 2007: $1.9 million in
Ports and Terminals Operations, $6.4 million in Maritime Operations, $14.1 million in
Logistics Operations and $18.5 million in shared corporate costs. In 2006: $1.8 million in
Ports and Terminals Operations, $5.9 million in Maritime Operations, $9.5 million in Logistics
Operations and $14.6 million in 4




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shared corporate costs. In 2005: $4.2 million in Ports and Terminals Operations, $5.3 million in
Maritime Operations, $9.8 million in Logistics Operations and $12.4 million in shared corporate
costs. In 2004: $3.7 million in Ports and Terminals Operations, $5.3 million in Maritime
Operations, $9.1 million in Logistics Operations and $11.2 million in shared corporate costs. Average Shares Outstanding
  Dividends
  Exchange Rates
   Exchange RatesEnd ofYear Ended December 31,
    
    High(1)
    
    Low(1)
    
    Average(2)
    
    Year(3)2004
    
    
    11.63
    
    
    
    10.82
    
    
    
    11.29
    
    
    
    11.152005
    
    
    11.40
    
    
    
    10.41
    
    
    
    10.89
    
    
    
    10.632006
    
    
    11.48
    
    
    
    10.43
    
    
    
    10.90
    
    
    
    10.812007
    
    
    11.27
    
    
    
    10.66
    
    
    
    10.93
    
    
    
    10.912008
    
    
    13.92
    
    
    
    9.92
    
    
    
    11.14
    
    
    
    13.77
 Exchange RatesMonthly,
    
    High(4)
    
    Low(4)
    
    Average(5)
    
    End of Month(6)Year 2009January
    
    
    14.31
    
    
    
    13.35
    
    
    
    13.89
    
    
    
    14.31February
    
    
    15.07
    
    
    
    14.14
    
    
    
    14.22
    
    
    
    15.07March
    
    
    15.37
    
    
    
    14.05
    
    
    
    14.38
    
    
    
    14.39April
    
    
    14.15
    
    
    
    13.05
    
    
    
    14.14
    
    
    
    13.65May
    
    
    13.84
    
    
    
    12.87
    
    
    
    13.96
    
    
    
    13.17June(7)
    
    
    13.65
    
    
    
    13.16
    
    
    
    13.36
 
 (1)
    
    The highest and lowest of the Noon Buying Rates for the Peso per U.S. dollar reported by
Banco de Mexico on the last business day of each month during the relevant year.(2)
    
    The average of the Noon Buying Rates on the last day of each month during the relevant year. 5




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(3)
    
    The Noon Buying Rates on the last day of each relevant year.(4)
    
    The highest and lowest of the Noon Buying Rates of each day in the relevant month.(5)
    
    The average of the Noon Buying Rates of each day in the relevant month.(6)
    
    The Noon Buying Rates on the last day of each relevant month.(7)
    
    Through June 17, 2009.  Risk Factors
 Risks Relating to our Indebtedness
 Our substantial indebtedness could adversely affect our financial condition and impair our ability
to operate our business, and we may not be able to pay the interest on and principal amount of our
indebtedness.
   
    
    limiting cash flow available for capital expenditures, acquisitions, working capital and
other general corporate purposes because a substantial portion of our cash flow from
operations must be dedicated to servicing debt;
    
    increasing our vulnerability to a downturn in economic or industry conditions;
    
    exposing us to risks inherent in interest rate fluctuations because future borrowings may be
at interest rates that are higher than current rates, which could result in higher interest
expenses;
    
    limiting our flexibility in planning for, or reacting to, competitive and other changes in
our business;
    
    placing us at a competitive disadvantage compared to our competitors that have less debt and
greater operating and financing flexibility than we do;
    
    limiting our ability to engage in activities that may be in our long-term best interest; and
    
    limiting our ability to borrow additional money to fund our working capital and capital
expenditures or to refinance our existing indebtedness, or to enable us to fund the
acquisitions contemplated in our business plan.
   6




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Grupo TMM is primarily a holding company and depends upon funds received from its operating
subsidiaries to make payments on its indebtedness.
  (fondo de reserva)
   Restrictive covenants in our financing agreements, including the Securitization Facility, the Trust
Certificates Program and our ship financings, may restrict our ability to pursue our business
strategies.
  
    
    incur additional indebtedness;
    
    create or suffer to exist liens;
    
    make certain restricted payments, including the payment of dividends;
    
    engage in certain transactions with shareholders and affiliates;
    
    use assets as security in other transactions;
    
    issue guarantees to third parties; and
    
    engage in certain mergers and consolidations or in sale-leaseback transactions.
   7




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We have to service our peso-denominated debt with revenues generated in dollars, as we do not
generate sufficient revenue in pesos from our operations to service all of our peso-denominated
debt. This could adversely affect our ability to service our debt in the event of a devaluation or
depreciation in the value of the dollar against the Mexican peso.
   Risks Relating to our Business
 Uncertainties relating to our financial condition in our recent past and other factors raised
substantial doubt about our ability to continue as a going concern and could have resulted in our
dissolution under Mexican Corporate Law.
   If our time charter arrangements are terminated or expire, our business could be adversely
affected.
  8




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Our results from operations are dependent on fuel expenses.
  Downturns in the U.S. economy or in trade between the United States and Mexico would likely have
adverse effects on our business and results of operations.
  We may be unable to successfully expand our business.
 Future growth of our businesses will depend on a number of factors, including:
    
    the continued identification, evaluation and participation in niche markets;
    
    the identification of joint venture opportunities or acquisition candidates;
    
    our ability to enter into acquisitions on favorable terms;
    
    our ability to finance any expansion of our business;
    
    our ability to hire and train qualified personnel, and to maintain our existing managerial
base;
    
    the successful integration of any acquired businesses with our existing operations; and
    
    our ability to manage expansion effectively and to obtain required financing.
  9




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Significant competition could adversely affect our future financial performance.
   Downturns in certain cyclical industries in which our customers operate could have adverse effects
on our results of operations.
  Grupo TMM is a party to a number of arrangements with other parties as joint investors in
non-wholly owned subsidiaries.
  Over time, vessel values may fluctuate substantially and, if these values are lower at a time when
we are attempting to dispose of a vessel, we may incur a loss.
  
    
    prevailing economic conditions in the market;
    
    a substantial or extended decline in world trade;
    
    increases in the supply of vessel capacity;
    
    prevailing charter rates; and
    
    the cost of retrofitting or modifying existing ships, as a result of technological advances
in vessel design or equipment, changes in applicable environmental or other regulations or
standards, or otherwise.
 10




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Our growth depends upon continued growth and demand for the liquid bulk and offshore vessel
industries which may have been at or near the peak of their upward trend and charter hire rates
have already been at or near historical highs. These factors may lead to reductions and volatility
in charter hire rates and profitability.
   
    
    supply and demand for products suitable for shipping by our vessels;
    
    changes in global production of products transported by our vessels;
    
    the distance cargo products are to be moved by sea;
    
    the globalization of manufacturing;
    
    global and regional economic and political conditions;
    
    changes in seaborne and other transportation patterns, including changes in the distances
over which cargoes are transported;
    
    environmental and other regulatory developments;
    
    currency exchange rates; and
    
    weather.The factors that influence the supply of our vessels capacity include:
    
    the number of newbuilding deliveries;
    
    the scrapping rate of older vessels similar to our vessels;
    
    the price of steel and other raw materials;
    
    changes in environmental and other regulations that may limit the useful life of vessels;
    
    the number of vessels that are out of service; and
    
    port congestion.
  11




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Our growth depends on our ability to expand relationships with existing charterers and to obtain
new charterers, for which we will face substantial competition.
  
    
    shipping industry relationships and reputation for customer service and safety;
    
    shipping experience and quality of ship operations (including cost effectiveness);
    
    quality and experience of seafaring crew;
    
    the ability to finance vessels at competitive rates and financial stability in general;
    
    relationships with shipyards and the ability to get suitable berths;
    
    relationships with ship owners and the ability to obtain suitable second-hand vessels;
    
    construction management experience, including the ability to obtain on-time delivery of new
ships according to customer specifications;
    
    willingness to accept operational risks pursuant to the charter, such as allowing termination
of the charter for force majeure events, among others; and
    
    competitiveness of the bid in terms of overall price.
  The aging of our fleet may result in increased operating costs in the future, which could adversely
affect our earnings.
  12




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Our results of operations may be adversely affected by operational risks inherent in the
transportation and logistics industry.
    Our operations are subject to extensive environmental and safety laws and regulations and we may
incur costs that have a material adverse effect on our financial condition as a result of our
liabilities under or potential violations of environmental and safety laws and regulations.
 Procuraduría Federal de Protección al Ambiente Secretaría
del Medio Ambiente y Recursos Naturales
    13




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Potential labor disruptions could adversely affect our financial condition and our ability to meet
our obligations under our financing arrangements.
  14




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Continuing world tensions, including as the result of wars, other armed conflicts and terrorist
attacks could have a material adverse effect on our business.
  Our customers may take actions that may reduce our revenues.
  Our financial statements may not give you the same information as financial statements prepared
under United States accounting rules.
  Risks Relating to Mexico
 Economic, political and social conditions may adversely affect our business.
  
    
    significant governmental influence over local economies;
    
    substantial fluctuations in economic growth;
    
    high levels of inflation;
    
    changes in currency values;
    
    exchange controls or restrictions on expatriation of earnings;
 15




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##### Table of Contents




    
    high domestic interest rates;
    
    wage and price controls;
    
    changes in governmental economic or tax policies;
    
    imposition of trade barriers;
    
    unexpected changes in regulation; and
    
    overall political, social and economic instability.
 Mexico is an emerging market economy, with attendant risks to our results of operations and
financial condition.
 (1)
 Currency fluctuations or the devaluation and depreciation of the Peso could limit the ability of
the Company and others to convert Pesos into U.S. Dollars or other currencies which could adversely
affect our business, financial condition and results of operations.
   High interest rates in Mexico could increase our financing costs.
  
 (1)
    
    The Mexico Consensus Board is formed by six
internationally recognized firms (American Chamber Mexico, Banamex, UTEP Border
Region, Wells Fargo, Center for Economic Forecasting and Latin Source Mexico). 16




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##### Table of Contents



Developments in other emerging market countries or in the United States may affect us and the
prices of our securities.
   Mexico may experience high levels of inflation in the future, which could adversely affect our
results of operations.
  2004
    
    
    5.19
    %2005
    
    
    3.33
    %2006
    
    
    4.05
    %2007
    
    
    3.76
    %2008
    
    
    6.53
    %2009 (five months ended May 31)
    
    
    1.09
    %
  Political events in Mexico could affect Mexican economic policy and our business, financial
condition and results of operations.
   17




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##### Table of Contents



Mexican antitrust laws may limit our ability to expand through acquisitions or joint ventures.
 Comisión Federal de Competencia
 Investors may not be able to enforce judgments against the Company.
  Risks Relating to Ownership of our Equity
 The protection afforded to minority shareholders in Mexico is different from that afforded to
minority shareholders in the United States.
  The Company is controlled by the Serrano Segovia family.
  A change in control may adversely affect us.
  18




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##### Table of Contents



Holders of ADSs may not be entitled to participate in any future preemptive rights offering, which
may result in a dilution of such holders equity interest in our company.
   If we cannot meet the New York Stock Exchange (NYSE) continued listing requirements, the NYSE may
delist our ADSs.
   
 ITEM 4. INFORMATION ON THE COMPANY
 History and Development of the Company
 (sociedad anonima de capital variable)
 19




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##### Table of Contents



escisión) escisión
 (sociedad anonima)
 Sociedades Anónimas Bursátiles Ley
del Mercado de Valores. Sociedad Anónima Bursátil
 (Bolsa Mexicana
de Valores) Ley General de Sociedades Mercantiles
 Business Overview
 General
  Maritime Operations.
 20




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##### Table of Contents



Ports and Terminals Operations.
 Logistics Operations.
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,2008
    
    2007
    
    2006Maritime Operations
    
    $
    206.8
    
    
    $
    179.0
    
    
    $
    146.4Ports and Terminals Operations
    
    
    8.0
    
    
    
    8.5
    
    
    
    8.1Logistics Operations
    
    
    134.3
    
    
    
    115.9
    
    
    
    93.9Intercompany Revenues*
    
    
    13.8
    
    
    
    (0.1
    )
    
    
    (0.3
    )Total
    
    $
    362.9
    
    
    $
    303.3
    
    
    $
    248.1
 
 *
    
    Represents the elimination of intercompany transactions between segments.  Recent Developments
 Mexican Peso-Denominated Trust Certificates Program
   Purchase of Two Tugboats
  21




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##### Table of Contents



Vessels Purchased through our Trust Certificates Program
 PSV Isla Monserrat
 AHTS Isla Leon (ex Sea Wolverine)
 Two AHT
 Three Mini PSVs
 Two FSIV .
 Process Vessel ECO III (ex-CT Longford)
 Mini PSV
 Purchase of Auto Haulage Business Assets
  22




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##### Table of Contents



Sale of Two Vessels
    SSA Claims
     The Mexican Market
  Foreign Trade 2006-2008(a)As of December 31,(in millions of Dollars)2008
    
    2007
    
    2006Total Exports
    
    $
    291,806
    
    
    $
    271,875
    
    
    $
    249,925Total Imports
    
    $
    308,644
    
    
    $
    281,949
    
    
    $
    256,058Total Trade Flows
    
    $
    600,450
    
    
    $
    553,824
    
    
    $
    505,983Growth RateExports
    
    
    7.2
    %
    
    
    8.8
    %
    
    
    16.7
    %Growth RateImports
    
    
    9.5
    %
    
    
    10.1
    %
    
    
    15.4
    %Growth RateTotal
    
    
    8.4
    %
    
    
    9.5
    %
    
    
    16.0
    %Growth RateGDP(b)
    
    
    1.3
    %
    
    
    3.3
    %
    
    
    4.8
    %
 
 (a)
    
    The figures include the in-bound (maquiladora) industry.(b)
    
    The methodology for calculating Growth Rate-GDP was modified by the Instituto Nacional de
Estadistica, Geografia e Informatica (INEGI) and is based on 1993 prices.Source: Banco de Mexico (BANXICO). 23




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##### Table of Contents



Discontinued Operations
   NYSE Continued Listing Standards
  Business Strategy
  Expansion of our Maritime Operations
    24




---



##### Table of Contents



.
 Ports Operations
  Reducing Corporate Overhead and Other Operating Costs
     Sources of Financing
  Debt Refinancing
  25




---



##### Table of Contents



Certain Competitive Advantages
  
    
    no other company offers a similar breadth and depth of services as a third-party logistics
provider in Mexico;
    
    the ability to contract for the transportation of large amounts of cargo by sea, as well as
transport by truck, enables us to provide value-added door-to-door service to our customers.
The value of our transportation service is further enhanced by our ability to provide
warehousing services for some types of cargo. This ability to provide integrated services
gives us a competitive advantage over companies that provide only maritime transportation to,
or overland transportation within, Mexico; and
    
    we are a Mexican-owned and Mexican-operated company, a distinction that allows us marketing
and operational advantages and, in certain cases, preferential treatment in certain niche
markets within Mexico. Mexican law provides that cabotage (intra-Mexican movement between
ports) is reserved for ships flying the Mexican flag.
 Maritime Operations
  Fleet Management
   Total Dead
    
    Total CubicNumber of
    
    Weight Tons
    
    Meter CapacityVessel Type
    
    Vessels
    
    (in thousands)
    
    (in thousands)
    
    BHP(*)Offshore vessels
    
    
    27
    
    
    
    27.5
    
    
    
    
    **
    
    
    4,578Product tankers
    
    
    7
    
    
    
    320.5
    
    
    
    350.3
    
    
    
    
    **Parcel tankers
    
    
    4
    
    
    
    58.2
    
    
    
    62.2
    
    
    
    
    **Tug boats
    
    
    5
    
    
    
    2.2
    
    
    
    
    **
    
    
    4,409Total
    
    
    43
    
    
    
    408.4
    
    
    
    412.5
 
 *
    
    Average Brake Horse Power.**
    
    Not applicable. 26




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##### Table of Contents



Offshore Vessels
   Product Tankers
   BeamVessel
    
    Year
    
    Flag
    
    Hull
    
    DWT(1)
    
    LOA
(5)

(m)

(6)

    (m)
    
    ChartererAmatlan II
    
    
    2002
    
    
    Mexico
    
    DH(3)
    
    
    45,467
    
    
    
    
    189
    
    
    
    32
    
    
    PemexChoapas II
    
    
    1992
    
    
    Mexico
    
    DH(3)
    
    
    44,646
    
    
    
    
    182
    
    
    
    30
    
    
    PemexTajin
    
    
    2003
    
    
    Marshal Islands
    
    DH(3)
    
    
    47,147
    
    
    
    
    183
    
    
    
    32
    
    
    Spot MarketTula
    
    
    2005
    
    
    Marshal Islands
    
    DH(3)
    
    
    46,955
    
    
    
    
    183
    
    
    
    32
    
    
    Spot MarketTulum
    
    
    2000
    
    
    Marshal Islands
    
    DH(3)
    
    
    47,131
    
    
    
    
    183
    
    
    
    32
    
    
    Spot MarketGreen Point
    
    
    2003
    
    
    Liberia
    
    DH(3)
    
    
    49,511
    
    
    
    
    183
    
    
    
    32
    
    
    Spot MarketDelphina
    
    
    1989
    
    
    Liberia
    
    DS(2)
    
    
    39,674
    
    
    
    
    186
    
    
    
    27
    
    
    Pemex
 
 (1)
    
    Dead weight tons.(2)
    
    Double side.(3)
    
    Double hull.(4)
    
    Double bottom.(5)
    
    Overall length.(6)
    
    Meters.   27




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##### Table of Contents



Parcel Tankers
   Capacity M3Vessel
    
    Flag
    
    Year
    
    LOA
    
    Beam
    
    Draft
    
    DWT*
    
    Total(m)(1)
    
    (m)
    
    (m)Olmeca
    
    Marshall Islands
    
    
    2003
    
    
    
    130.0
    
    
    
    22.4
    
    
    
    12.0
    
    
    
    15,200
    
    
    
    16,800Maya
    
    Marshall Islands
    
    
    2002
    
    
    
    123.0
    
    
    
    20.0
    
    
    
    8.7
    
    
    
    12,451
    
    
    
    14,102Mykines
    
    Singapore
    
    
    2008
    
    
    
    144.0
    
    
    
    22.6
    
    
    
    9.2
    
    
    
    17,527
    
    
    
    17,897Lynx
    
    Marshall Islands
    
    
    2008
    
    
    
    128.6
    
    
    
    20.4
    
    
    
    8.7
    
    
    
    13,000
    
    
    
    13,379Total
    
    
    58,178
    
    
    
    62,178
 
 *
    
    Dead weight tons.(1)
    
    Meters. Harbor Towing
  Customers and Contractual Arrangements
    28




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##### Table of Contents



Markets
  §
    
    expectations as to future oil and gas commodity prices;§
    
    customer assessments of offshore drilling prospects compared to land-based
opportunities;§
    
    customer assessments of cost, geological opportunity and political stability in host
countries;§
    
    worldwide demand for oil and natural gas;§
    
    the ability of the Organization of Petroleum Exporting Countries (OPEC) to set and
maintain production levels and pricing;§
    
    the level of production of non-OPEC countries;§
    
    the relative exchange rates for the U.S. dollar; and§
    
    various government policies regarding exploration and development of their oil and gas
reserves.
 Ports and Terminals Operations
    Port
    
    Concession
    
    Date Awarded
    
    DurationAcapulco
    
    Integral port administration
    
    June 20, 1996
    
    25 years (with the
possibility of
extension)Tuxpan
    
    Approximately 1,300 meters of waterfront
    
    September 25, 2000
    
    20 years (with the
possibility of
extension)Approximately 740 hectares of land
    
    April 7, 1997
    
    20 years (with the
possibility of
extension)Stevedoring Services
    
    August 4, 1999
    
    10 years (with the
possibility of
extension)
 Acapulco
  29




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##### Table of Contents



Tuxpan
   Shipping Agencies
  Logistics Operations
  30




---



##### Table of Contents



Automotive Services
  Trucki n g Services
   Container Repair and Maintenance
  Intermodal Services
  TMM Plus
  Warehousing Services
  Auto Haulage
  31




---



##### Table of Contents



TMMs Strategic Partners
  Business
    
    PartnerPorts (Acapulco)
    
    SSA Mexico, Inc.Automotive Logistics
    
    Auto Warehousing Co.; Rolf Schnellecke S.A. de C.V.
  Disposition of Grupo TMMs interest in Grupo TFM to KCS
 General
  Sales and Marketing
   32




---



##### Table of Contents



Systems and Technology
   Competition
 Maritime Operations
      Logistics Operations
     33




---



##### Table of Contents



REGULATORY FRAMEWORK
 Ley de
Navegación y Comercio Marítimos
  (cláusula de exclusión de
extranjeros) Ley de Caminos, Puentes y Autotransporte
Federal Ley de Vias Generales de Comunicacion.
 Ley de Puertos. Ley de Puertos Ley de Puertos Ley de Puertos
 New Mexican Navigation Law
 Ley de Navegación y Comercio Marítimos
   §
    
    Customary provisions enabling authorities to carry out inspections of vessels and
investigations of incidents;
 34




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##### Table of Contents



§
    
    New regulations concerning registration of vessels and waivers allowing Mexican
companies to operate foreign flag vessels in otherwise reserved domains;§
    
    Foreign vessels are obliged to designate a shipping agent in order to call at Mexican
ports;§
    
    Mexican flag vessels are required to operate with Mexican crews only and cabotage is in
principle reserved for Mexican vessels;§
    
    When a foreign vessel is abandoned by the owners with their cargo on board, provisions
of the new legislation coordinate repatriation and temporary maintenance of the crew which
the law deems ultimately to be the joint and several liability of the owner and agent;§
    
    The carriage of passengers, cargo and towage in ports and pilotage are also regulated;§
    
    Captains are responsible for damage and loss caused to vessels or ports due to
negligence, lack of proper qualification, carelessness or bad faith, but are not
responsible for damages caused by an act of God or force majeure;§
    
    Companies providing towage services must carry insurance to cover their liabilities to
the satisfaction of the authorities;§
    
    Pollution is regulated by international treaties; however this only covers CLC-type
liabilities. Pollution in respect of other substances is dealt with under local legislation
which has no limitation. This is irrespective of any criminal proceedings or sanctions
against the party responsible for the incident; and§
    
    Maritime privileges are also considered within the law.
  §
    
    Bareboat charter;§
    
    Time charter;§
    
    Voyage charter;§
    
    Carriage of Goods;§
    
    Passengers;§
    
    Salvage; and§
    
    Towage.
 Environmental Regulation
 Ley
General de Equilibrio Ecológico y Protección al Ambiente Ley General de Prevención y Gestión Integral del Residuos
 35




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Insurance
  36




---



##### Table of Contents



Organizational Structure
  Country of
    
    Ownership
    
    VotingName
    
    Incorporation
    
    Interest
    
    InterestAdministración Portuaria Integral de Acapulco S.A. de C.V. (Ports)*
    
    Mexico
    
    
    51
    %
    
    
    51
    %Lacto Comercial Organizada, S.A. de C.V. (Trucking)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Autotransportación y Distribución Logística, S.A. de C.V.(Logistics)*
    
    Mexico
    
    
    51
    %
    
    
    51
    %Transportación Marítima Mexicana, S.A. de C.V. (formerly Naviera del
Pacífico, S.A. de C.V.) (Product and Parcel Tankers, Offshore vessels and
harbor tugboat operations)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Terminal Marítima de Tuxpan, S.A. de C.V. (Ports)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM Logistics, S.A. de C.V. (Logistics)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Seglo, S.A. de C.V. (Logistics)*
    
    Mexico
    
    
    39
    %
    
    
    39
    %TMM Agencias, S.A. de C.V. (Shipping agencies)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Seglo Operaciones Logísticas, S.A. de C.V (Logistics)
    
    Mexico
    
    
    50
    %
    
    
    50
    %TMM División Marítima, S. A. de C. V. (Offshore vessels)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM Remolcadores, S. A. de C. V. (tugboat vessels)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM Parcel Tankers, S. A. de C. V. (Tanker vessels)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing) (1)
    
    Mexico
    
    
    100
    %
    
    
    100
    %
 
 (*)
    
    Less than wholly owned by the Company.(1)
    
    See Note 1 to our Audited Consolidated Financial Statements. Property, Plant and Equipment
   37




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##### Table of Contents



EstimatedYears Ended December 31,
    
    
    Amortization Life2008
    
    
    2007
    
    
    (Years)(In thousands of Dollars)API Acapulco
    
    $
    6,783
    
    
    $
    6,783
    
    
    
    12Tugboats in the port of Manzanillo
    
    
    2,170
    
    
    
    2,170
    
    
    
    
    *8,953
    
    
    
    8,953Accumulated amortization
    
    
    (5,562
    )
    
    
    (5,290
    )Concession rights and related assetsnet
    
    $
    3,391
    
    
    $
    3,663
 
 (*)
    
    Fully amortized.  Estimated TotalYears Ended December 31,
    
    
    Useful Lives2008
    
    
    2007
    
    
    (Years)(In thousands of Dollars)Vessels
    
    $
    500,296
    
    
    $
    234,979
    
    
    25Dry-docks (major vessel repairs)
    
    
    6,103
    
    
    
    6,061
    
    
    2.5Buildings and installations
    
    
    11,402
    
    
    
    12,988
    
    
    20 and 25Warehousing equipment
    
    
    1,075
    
    
    
    1,144
    
    

    10Computer equipment
    
    
    334
    
    
    
    384
    
    
    3 and 4Terminal equipment
    
    
    1,194
    
    
    
    1,631
    
    

    10Ground transportation equipment
    
    
    33,153
    
    
    
    37,735
    
    
    4, 5 and 10Other equipment
    
    
    1,203
    
    
    
    1,436554,760
    
    
    
    296,358Land
    
    
    19,688
    
    
    
    23,538Construction in progress
    
    
    113,292
    
    
    
    31,163Total Property, Plant and Equipmentnet
    
    $
    687,740
    
    
    $
    351,059
 
 ITEM 4A. UNRESOLVED STAFF COMMENTS
 None.
 
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 Executive Overview
    38




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##### Table of Contents



§
    
    Reducing our corporate overhead: Over the last few years, we have significantly
reduced our operating costs by reducing our corporate executive headcount from 222 to 97
full-time equivalent positions, through the elimination of redundant functions and the
transfer of certain employees to other business areas within the Company. In 2005, and
after the sale of Grupo TFM, Logistics Operations was restructured reducing its personnel
to the current levels. Our projections for 2009 contemplate a continued reduction in our
corporate overhead on an annualized basis. See  Business Strategy  Reducing Corporate
Overhead and Other Operating Costs.§
    
    Introducing cost-saving technology: We have developed TMM Plus, an
Internet-based information systems platform that integrates logistics services, thereby
increasing the efficiency of our logistics operations. The information systems platform
supports dedicated logistics contracts and yard management. The systems platform allows our
customers to access information regarding the location and status of their cargo via
computer. See  Logistics Operations  TMM Plus.§
    
    Extending the maturity of our debt: During 2006, we repaid in full all of our
public debt, including the Grupo TMM 10 1/4% Senior Notes due 2006 (the 2006 Notes) and the
Grupo TMM Senior Secured Notes due 2007 (the 2007 Notes). We also entered into (i) a $200
million receivables securitization facility with Deutsche Bank AG that matures in September
2012 and (ii) other credit agreements to finance the acquisition of three offshore vessels.
However, we continue to review and analyze alternatives to refinance our debt to extend the
maturity and reduce the interest expense thereof. See Item 4. Information on the Company 
Recent Developments  Mexican Peso-Denominated Trust Certificates Program.§
    
    Establishing our Trust Certificates Program: On April 30, 2007 we established a
Mexican Peso-Denominated Trust Certificates Program for the issuance of trust certificates,
which are securities secured by trust assets and denominated in Mexican Pesos, for an
aggregate amount of Ps. 9 billion. We closed our first, second, and third issuances of
trusts certificates under the program on July 19, 2007, April 30, 2008, and July 1, 2008,
respectively, in an amount of Ps. 3 billion, Ps. 1.55 billion, and Ps. 4.39 billion,
respectively. Our first issuance was used primarily to refinance existing vessel
indebtedness. Our second issuance was primarily used to finance the acquisition of five
new and used vessels for an approximate aggregate amount of $111.4 million. Our third
issuance is being used to acquire new and used vessels.§
    
    Selling our interest in Grupo TFM to KCS: On April 1, 2005, we sold our interest
in Grupo TFM to KCS. See Item 4. Information on the Company  Recent Developments 
Disposition of Grupo TMMs interest in Grupo TFM to KCS.§
    
    Purchase of 40% Marmex stake from Seacor: On March 3, 2006, the Company
purchased Seacors 40% interest in Marmex, our former offshore vessel joint venture company
dedicated to providing maritime offshore services in Mexicos Gulf Coast. As part of this
transaction, Grupo TMM also purchased five offshore vessels owned by Seacor which began
flying the Mexican flag, and at the same time converted three additional offshore vessels
from leased to owned status. All eight vessels are working under time charter contracts
supporting offshore oil exploration and production activities in the Gulf of Mexico. The
aggregate cost of these transactions, including the purchase of 40% of the Marmex shares,
the purchase of five vessels from Seacor, and the conversion to owned status of the three
vessels under lease, was $75 million, of which $70 million was financed through bank debt.§
    
    Purchase of 40% SMR stake from Smit: On May 9, 2006, the Company purchased the
remaining 40% minority stake held by the Dutch company Smit in Servicios Mexicanos en
Remolcadores, S.A. de C.V. (SMR), a joint venture company dedicated to providing harbor
towing services at the Port of Manzanillo, Mexico. The purchase price was $9 million. The
concession to operate this business was recently renewed by the ports authorities for an
additional eight years until January 2015.§
    
    Purchase of 100% Almacenadora de Depósito Moderno, S.A. de C.V. Organización
Auxiliar de Crédito (ADEMSA): On December 13, 2006, the Company purchased 100% of
ADEMSAs shares. ADEMSA currently operates over 380,000 square meters of warehousing space
throughout Mexico, including 68,000 square meters of direct warehouse (the largest of which
is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a
limited number of warehousing companies authorized by the
 39




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##### Table of Contents



Mexican government to provide bonded warehousing services and to issue negotiable
certificates of deposit.§
    
    Purchase of Assets from Autoconvoy Mexicano, S.A. de C.V.: On July 19, 2007,
Grupo TMM acquired from Autoconvoy Mexicano, S.A. de C.V., operating assets including a
fleet of 228 trucks and 423 haul-away trailers, each equipped with a satellite tracking
system. We have our own yards in Puebla, Aguascalientes and Cuernavaca, equipped with all
the necessary facilities for the operation of the newly formed TMM Logistics haul-away
division (management offices, repair shops, shelter yards, security, warehouses, etc).
Since July 19, 2007, Grupo TMM has been coordinating and distributing vehicles on a
national level, from the main automotive manufacturers plants, to the national dealers or
borders for export purposes.§
    
    Sale of Certain Subsidiaries: During 2008, Grupo TMM, in an effort to
streamline its operations and reduce operating costs, sold certain non-strategic
subsidiaries and recognized a $17.7 million gain on the sale of such subsidiaries.
 Operating Results
 The following discussion should be read in conjunction with, and is qualified in its entirety
by reference to our Financial Statements and the notes thereto appearing elsewhere in this Annual
Report. Our Financial Statements have been prepared in accordance with IFRS, which differ in
certain respects from U.S. GAAP.
 General
  Year Ended December 31,2008
    
    
    2007
    
    
    2006(In millions of Dollars)Consolidated Transportation RevenuesMaritime Operations
    
    $
    206.8
    
    
    $
    179.0
    
    
    $
    146.4Ports and Terminals Operations
    
    
    8.0
    
    
    
    8.5
    
    
    
    8.1Logistics Operations
    
    
    134.3
    
    
    
    115.9
    
    
    
    93.9Intercompany revenues
    
    
    13.8
    
    
    
    (0.1
    )
    
    
    (0.3
    )Total
    
    $
    362.9
    
    
    $
    303.3
    
    
    $
    248.1Income on TransportationMaritime Operations
    
    $
    42.0
    
    
    $
    44.1
    
    
    $
    30.5Ports and Terminals Operations
    
    
    1.6
    
    
    
    1.4
    
    
    
    1.2Logistics Operations
    
    
    (12.0
    )
    
    
    (3.4
    )
    
    
    (6.1
    )Shared corporate costs
    
    
    (20.4
    )
    
    
    (18.4
    )
    
    
    (14.5
    )Total
    
    $
    11.2
    
    
    $
    23.7
    
    
    $
    11.1
 Income (loss) from discontinued operations in 2006 and 2007
   40




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##### Table of Contents



Fiscal Year ended December 31, 2008 Compared to Fiscal Year ended December 31, 2007
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,Y2008 vs.% of Net
    
    
    
    
    
    
    % of Net
    
    
    Y20072008
    
    
    Revenues
    
    
    2007
    
    
    Revenues
    
    
    % ChangePorts and Terminals Operations
    
    $
    8.0
    
    
    
    2.2
    %
    
    $
    8.5
    
    
    
    2.8
    %
    
    
    (5.9
    )%Maritime Operations
    
    
    206.8
    
    
    
    57.0
    
    
    
    179.0
    
    
    
    59.0
    
    
    
    15.5Logistics Operations
    
    
    134.3
    
    
    
    37.0
    
    
    
    115.9
    
    
    
    38.2
    
    
    
    15.9Intercompany Revenues (*)
    
    
    13.8
    
    
    
    3.8
    
    
    
    (0.1
    )
    
    
    Total
    
    $
    362.9
    
    
    
    100.0
    %
    
    $
    303.3
    
    
    
    100.0
    %
    
    
    19.7
    %
 
 (*)
    
    Represents the elimination of intercompany transactions between segments. Ports and Terminals Operations
  Maritime Operations
  Logistics Operations
  41




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##### Table of Contents



Income on Transportation
    Grupo TMM OperationsIncome on
Transportation(1)(2)($ in millions)Year Ended December 31,Y2008 vs.Y2007%2008
    
    
    2007
    
    
    ChangePorts and Terminals Operations
    
    $
    1.6
    
    
    $
    1.4
    
    
    
    14.3
    %Maritime Operations
    
    
    42.0
    
    
    
    44.1
    
    
    
    (4.8
    )Logistics Operations
    
    
    (12.0
    )
    
    
    (3.4
    )
    
    
    (252.9
    )Shared Corporate Costs
    
    
    (20.4
    )
    
    
    (18.4
    )
    
    
    (10.9
    )Total
    
    $
    11.2
    
    
    $
    23.7
    
    
    
    (52.7
    )%
 
 (1)
    
    Operating results are reported as Income on Transportation in our Financial
Statements included elsewhere in this Annual Report.(2)
    
    To better reflect Grupo TMMs corporate costs, the Company modified the presentation
of its corporate expenses as of December 31, 2007 and 2008, separating human resources and
information technology costs to be allocated to each business unit in accordance with its use.
Income on transportation includes the following allocated total administrative costs: In 2008:
$1.6 million in Ports and Terminals Operations, $6.8 million in Maritime Operations, $14.6
million in Logistics Operations and $19.9 million in shared corporate costs. In 2007: $1.9
million in Ports and Terminals Operations, $6.4 million in Maritime Operations, $14.1 million
in Logistics Operations and $18.5 million in shared corporate costs. Ports and Terminals Operations
  Maritime Operations
  42




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##### Table of Contents



Logistics Operations
  Net Financing Cost
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeNet Financing Cost
    
    $
    (75.6
    )
    
    $
    48.5
    
    
    
    (256.0
    )%
  Other (Expenses) Income -Net
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeOther (expenses) income  net
    
    $
    8.7
    
    
    $
    (4.4
    )
    
    
    297.7
    %
  Benefit from Income Taxes
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeBenefit (expenses) from income taxes
    
    $
    (20.1
    )
    
    $
    0.8
    
    
    
    (2,612.5
    )%
  43




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##### Table of Contents



Minority Interest
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeMinority interest
    
    $
    0.5
    
    
    $
    0.2
    
    
    
    150.0
    %
  Net (Loss) Income for the year attributable to stockholders of Grupo TMM
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeNet (Loss) Income for the year
attributable to stockholders of Grupo TMM
    
    $
    74.9
    
    
    $
    (67.1
    )
    
    
    212.5
    %
  Fiscal Year ended December 31, 2007 Compared to Fiscal Year ended December 31, 2006
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,Y2007 vs.% of Net
    
    
    
    
    
    
    % of Net
    
    
    Y20062007
    
    
    Revenues
    
    
    2006
    
    
    Revenues
    
    
    % ChangePorts and Terminals Operations
    
    $
    8.5
    
    
    
    2.8
    %
    
    $
    8.1
    
    
    
    3.3
    %
    
    
    4.9
    %Maritime Operations
    
    
    179.0
    
    
    
    59.0
    
    
    
    146.4
    
    
    
    59.0
    
    
    
    22.3Logistics Operations
    
    
    115.9
    
    
    
    38.2
    
    
    
    93.9
    
    
    
    37.8
    
    
    
    23.4Intercompany Revenues (*)
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.3
    )
    
    
    (0.1
    )
    
    
    66.7Total
    
    $
    303.3
    
    
    
    100.0
    %
    
    $
    248.1
    
    
    
    100.0
    %
    
    
    22.2
    %
 
 (*)
    
    Represents the elimination of intercompany transactions between segments. Ports and Terminals Operations
  44




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##### Table of Contents



Maritime Operations
  Logistics Operations
  Income on Transportation
  Grupo TMM OperationsIncome on
Transportation (1)(2)($ in millions)Year Ended December 31,Y2007 vs.Y2006%2007
    
    
    2006
    
    
    ChangePorts and Terminals Operations
    
    $
    1.4
    
    
    $
    1.2
    
    
    
    16.7
    %Maritime Operations
    
    
    44.1
    
    
    
    30.5
    
    
    
    44.6Logistics Operations
    
    
    (3.4
    )
    
    
    (6.1
    )
    
    
    44.3Shared Corporate Costs
    
    
    (18.4
    )
    
    
    (14.5
    )
    
    
    (26.9
    )Total
    
    $
    23.7
    
    
    $
    11.1
    
    
    
    113.5
    %
 
 (1)
    
    Operating results are reported as Income on Transportation in our Financial
Statements included elsewhere in this Annual Report.(2)
    
    To better reflect Grupo TMMs corporate costs, the Company has modified the
presentation of its corporate expenses, separating human resources and information technology
costs to be allocated to each business unit in accordance with its use. Income on
transportation includes the following allocated total administrative costs: In 2007: $1.9
million in Ports and Terminals Operations, $6.4 million in Maritime Operations, $14.1 million
in Logistics Operations and $18.5 million in shared corporate costs. In 2006: $1.8 million in
Ports and Terminals Operations, $5.9 million in Maritime Operations, $9.5 million in Logistics
Operations and $14.6 million in shared corporate costs. Ports and Terminals Operations
  45




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##### Table of Contents



Maritime Operations
  Logistics Operations
  Net Financing Cost
 ($ in millions)Year Ended December 31,Y2007vs.Y20062007
    
    2006
    
    % ChangeNet Financing Cost
    
    $
    48.5
    
    
    $
    55.8
    
    
    
    (13.1
    )%
  Other (Expenses) Income  Net
 ($ in millions)Year Ended December 31,Y2007vs.Y20062007
    
    2006
    
    % ChangeOther (expenses) income, net
    
    $
    (4.4
    )
    
    $
    (24.1
    )
    
    
    81.7
    %
  46




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##### Table of Contents



Benefit from Income Taxes
 Benefit from Income Taxes($ in millions)Year Ended December 31,Y2007vs.Y20062007
    
    2006
    
    % ChangeBenefit from income taxes
    
    $
    0.8
    
    
    $
    27.8
    
    
    
    (97.1
    )%
  Minority Interest
 ($ in millions)Year Ended December 31,Y2007vs.Y20062007
    
    2006
    
    % ChangeMinority interest
    
    $
    0.2
    
    
    $
    0.5
    
    
    
    (60.0
    )%
  Net (Loss) Income for the year attributable to stockholders of Grupo TMM
 Net Income ($ in millions)Year Ended December 31,Y2007vs.Y20062007
    
    2006
    
    % ChangeNet (Loss) Income for the year attributable to
stockholders of Grupo TMM
    
    $
    (67.1
    )
    
    $
    69.9
    
    
    
    (196.0
    )%
   Critical Accounting Policies
   47




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##### Table of Contents



Revenue Recognition.
 Financial Statement Translations into U.S. Dollars.
 Deferred Income Taxes.
 Recent Accounting Pronouncements IFRS
 Presentation of Financial Statements (Revised 2007)
  Operating Segments Segment Reporting
   48




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##### Table of Contents



Borrowing Costs (Revised)
  Business Combinations (Revised 2008)
  Consolidated and Separate Financial Statements (Revised 2008)
  Share-based Payment
   Borrowing Costs
 Liquidity and Capital Resources
    49




---



##### Table of Contents



(fondo de reserva)
           50




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##### Table of Contents



Information on Cash Flows
  Years Ended December 31,2008
    
    
    2007
    
    
    2006($ in thousands)Operating activities
    
    
    (50,609
    )
    
    
    (1,301
    )
    
    
    333,966Investing activities
    
    
    (384,948
    )
    
    
    (40,424
    )
    
    
    (103,255
    )Financing activities
    
    
    509,045
    
    
    
    34,741
    
    
    
    (261,926
    )Currency exchange effect on cash
    
    
    (48,303
    )
    
    
    
    
    
    
    Net decrease in cash and cash equivalents
    
    
    25,185
    
    
    
    (6,984
    )
    
    
    (31,215
    )Cash and cash equivalents at beginning of year
    
    
    14,722
    
    
    
    21,706
    
    
    
    52,921Cash and cash equivalents at end of year
    
    $
    39,907
    
    
    $
    14,722
    
    
    $
    21,706
  Our Cash Flows from Operating Activities
   Years Ended December 31,2008
    
    
    2007
    
    
    2006($ in thousands)Net (Loss) Income for the year
    
    $
    75,440
    
    
    $
    (66,912
    )
    
    $
    70,417Depreciation and amortization and other amortization
    
    
    35,263
    
    
    
    28,743
    
    
    
    20,438Amortization of discount on senior secured debentures
    
    
    
    
    
    
    
    
    
    
    2,731(Provision) benefit for income taxes
    
    
    20,094
    
    
    
    (844
    )
    
    
    (27,815
    )Gain on sale of fixed assetsnet
    
    
    (19,130
    )
    
    
    (5,302
    )
    
    
    (3,934
    )Impairment test in long-lived assets
    
    
    4,653
    
    
    
    
    
    
    
    21,262Gain (Loss) from discontinued operations
    
    
    
    
    
    
    38,563
    
    
    
    (111,362
    )(Increase) decrease in restricted cash
    
    
    (91,027
    )
    
    
    (20,553
    )
    
    
    330,928Total changes in operating assets and liabilities
    
    
    (75,902
    )
    
    
    25,004
    
    
    
    31,301Net cash provided by (used in) operating activities
    
    $
    (50,609
    )
    
    $
    (1,301
    )
    
    $
    333,966
 Our Cash Flows from Investing Activities
  51




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##### Table of Contents



Our Cash Flows from Financing Activities
    Business Plan
  Maritime Operations
 Ports and Terminals Operations
 Logistics Operations
  Our Ability to Continue as a Going Concern
  52




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##### Table of Contents



Capital Expenditures and Divestitures
  Our Principal Capital Expenditures for the Last Three Years
($ in millions)
 Years Ended December 31,2008 (a)
    
    
    2007 (b)
    
    
    2006 (c)Capital Expenditures by Segment:Ports and Terminals Operations
    
    $
    0.5
    
    
    $
    0.9
    
    
    $
    1.0Maritime Operations
    
    
    371.5
    
    
    
    56.9
    
    
    
    159.5Logistics Operations
    
    
    17.7
    
    
    
    44.8
    
    
    
    22.3Corporate
    
    
    12.1
    
    
    
    1.9
    
    
    
    1.5Total
    
    $
    401.8
    
    
    $
    104.5
    
    
    $
    184.3
 
 (a)
    
    In 2008, capital expenditures included: (i) Ports and Terminals Operations: $0.5 million in
construction in process for the expansion and maintenance of port and terminal facilities;
(ii) Maritime Operations: $282.4 million in acquisition of vessels, $81.1 million in advances
toward the construction of vessels, and $6 million in equipment improvements; (iii) Logistics
Operations: $11.9 million in operating equipment and related fixed assets, $5.8 million in
construction projects; and (iv) Corporate: $12.1 million in fixed assets and other strategic
corporate projects.(b)
    
    In 2007, capital expenditures included: (i) Ports and Terminals Operations: $0.9 million in
construction in process for the expansion and maintenance of port and terminal facilities;
(ii) Maritime Operations: $41.1 million in acquisition of vessels, $5.7 million in equipment
improvements, $6.3 million in construction in process for the expansion and renovation of
offices in Ciudad del Carmen and $3.8 million in acquisition of shares of subsidiaries from
minority shareholders; (iii) Logistics Operations: $43.8 million in operating equipment and
related fixed assets and $1 million in construction in process; and (iv) Corporate: $1.9
million in fixed assets and other related strategic corporate projects.(c)
    
    In 2006, capital expenditures included: (i) Ports and Terminals Operations: $0.6 million in
construction in process for the expansion and maintenance of port and terminal facilities and
$0.7 million in other related assets; (ii) Maritime Operations: $87.7 million in acquisition
of vessels and $4.4 in acquisition of shares of subsidiaries from minority shareholders; (iii)
Logistics Operations: $7.8 million in construction in process and $4.3 million in operating
equipment and related fixed assets; and (iv) Corporate: $3.9 million in strategic corporate
projects and $34.1 million in acquisition of shares of subsidiaries from minority
shareholders. 53




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##### Table of Contents



Our Principal Capital Divestitures for the Last Three Years
($ in millions)
 Years Ended December 31,2008 (a)
    
    
    2007 (b)
    
    
    2006 (c)Capital Divestitures:Sale of shares of subsidiaries
    
    $
    14.8
    
    
    $
    56.9
    
    
    $
    68.7Other assets
    
    
    2.1
    
    
    
    7.2
    
    
    
    12.3Total
    
    $
    16.9
    
    
    $
    64.1
    
    
    $
    81.0
 
 (a)
    
    In 2008, capital divestitures included $2.1 million from the sale of other fixed assets.(b)
    
    In 2007, capital divestitures included $7.2 million from the sale of other fixed assets.(c)
    
    In 2006, capital divestitures included $12.3 million from the sale of other fixed assets . Outlook on Capital Expenditures
  Securitization Facility
      54




---



##### Table of Contents



Product Tanker and Offshore Vessel Financings
  Capital Leases
  Operating Leases
 Vessel, Transportation Equipment and Other Operating Leases
  Grupo TMM 9 1/2 % Notes due 2003 and Grupo TMM 10 1/4 % Senior Notes due 2006
 1 2 1 2 pari passu
 1 4 th th pari passu
  55




---



##### Table of Contents



Grupo TMM Senior Secured Notes due 2007
    Purchase of two Chemical Tankers
  56




---



##### Table of Contents



Mexican Peso-Denominated Trust Certificates Program
    Auto Haulage Financing
   Other Debt
  Trend Information
    57




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations
  Less than
    
    
    
    
    
    
    
    
    
    
    More thanIndebtedness (1)
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    Total(Dollars in thousands, unless noted otherwise)Mexican Trust Certificates (2)
    
    
    10,441
    
    
    
    
    
    
    
    
    
    
    
    615,609
    
    
    
    626,050Parcel Tanker Vessels Financings (3)
    
    
    4,711
    
    
    
    8,417
    
    
    
    6,667
    
    
    
    21,666
    
    
    
    41,461Tugboats Financings (4)
    
    
    766
    
    
    
    1,984
    
    
    
    1,984
    
    
    
    6,196
    
    
    
    10,930Automotive Equipment Financing (5)
    
    
    2,371
    
    
    
    4,420
    
    
    
    4,420
    
    
    
    2,047
    
    
    
    13,258Refinancing acquisition ADEMSA(6)
    
    
    320
    
    
    
    3,400
    
    
    
    3,400
    
    
    
    1,700
    
    
    
    8,820Other debt (7)
    
    
    948
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    948Capital Leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    19,557
    
    
    $
    18,221
    
    
    $
    16,471
    
    
    $
    647,218
    
    
    $
    701,467
 Less than
    
    
    
    
    
    
    
    
    
    
    More thanOperating Lease Obligations (8)
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalVessel, Transportation Equipment and
Other Operating Leases
    
    $
    7,935
    
    
    $
    12,241
    
    
    $
    9,797
    
    
    $
    35,278
    
    
    $
    65,251Total
    
    $
    7,935
    
    
    $
    12,241
    
    
    $
    9,797
    
    
    $
    35,278
    
    
    $
    65,251
 Less than
    
    
    
    
    
    
    
    
    
    
    More thanOther (9)
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalSecuritization facility
    
    $
    11,303
    
    
    $
    78,448
    
    
    $
    26,260
    
    
    $
    
    
    
    $
    116,011Total
    
    $
    11,303
    
    
    $
    78,448
    
    
    $
    26,260
    
    
    $
    
    
    
    $
    116,011
 
 (1)
    
    These amounts include principal payments and accrued and unpaid interest as of December 31,
2008.(2)
    
    Debt allocated in one special purpose company in connection with the financing of two Tanker
Vessels and eighteen offshore vessels, denominated in Mexican Pesos (Trust Certificates
Program).(3)
    
    Debt allocated in one special purpose company in connection with the financing of two Parcel
Tanker Vessels.(4)
    
    Debt allocated in one special purpose company in connection with the financing of two
Tugboats.(5)
    
    Debt in connection with the Land & Logistics equipment financing, denominated in Mexican
Pesos.(6)
    
    Debt in connection with ADEMSA acquisition refinancing.(7)
    
    Debt allocated to ADEMSA denominated in Mexican Pesos.(8)
    
    These amounts include the minimum lease payments.(9)
    
    These amounts include principal payments and accrued and unpaid interest as of December 31,
2008 under the securitization facility. 58




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##### Table of Contents



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 Directors and Senior Management
 Board of Directors
 Estatutos Sociales
  Years as aDirector orAlternateName
    
    Principal Occupation
    
    Director
    
    AgeDirectorsJosé F. Serrano Segovia
    
    Chairman of the Board of Grupo TMM
    
    37
    
    68Ramón Serrano Segovia
    
    First Vice-chairman of Grupo TMM
    
    18
    
    62Maria Josefa Serrano Segovia
    
    Second Vice-chairman of Grupo TMM
    
    3
    
    63José Luis Salas Cacho
    
    Private Investor
    
    4
    
    55Ignacio Rodríguez Rocha
    
    Attorney
    
    18
    
    72Lorenzo Cué Sánchez Navarro
    
    Private Investor
    
    18
    
    42Luis Martínez Argüello
    
    Private Investor
    
    4
    
    68Sergio Chedraui Eguia
    
    Private Investor
    
    3
    
    32José Luis Ávalos del Moral
    
    Private Investor
    
    2
    
    65Alternate DirectorsJosé Francisco Serrano Cuevas
    
    President Deputy Director
    
    8
    
    28Antonio Cué Sánchez Navarro
    
    Private Investor
    
    18
    
    42Paloma Serrano de Chedraui
    
    Private Investor
    
    3
    
    28
  Position in the Board of Directors
    
    TermChairman
    
    7 yearsFirst Vice-Chairman
    
    7 yearsSecond Vice-Chairman
    
    Between 3 and 7 years (As determined by
the General Shareholders Meeting that
elects him/her.)Other Directors
    
    1 year
 José F. Serrano Segovia
  59




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##### Table of Contents



Ramón Serrano Segovia
  Maria Josefa Cuevas de Serrano
  José Luis Salas Cacho
  Ignacio Rodríguez Rocha
  Lorenzo Cué Sánchez-Navarro
  Luis Martínez Argüello
  Sergio Chedraui Eguia
  60




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##### Table of Contents



José Luis Avalos del Moral
  José Francisco Serrano Cuevas
  Antonio Cué Sánchez-Navarro
  Paloma Serrano de Chedraui
   Executive Officers
  Years of
    
    ExecutiveName
    
    Position
    
    Service
    
    OfficerCorporate DirectorsJosé F. Serrano Segovia
    
    Chairman of the Board and Chief Executive Officer
    
    37
    
    17Fernando Sánchez Ugarte
    
    President
    
    2
    
    2Carlos Pedro Aguilar Mendez
    
    Corporate Administrative Director
    
    19
    
    2Jacinto David Marina Cortes
    
    Chief Financial Officer
    
    18
    
    18Agustín Salinas Gonzalez
    
    Corporate Human Resources Director
    
    12
    
    2Elvira Ruiz Carreño
    
    Corporate Audit Director
    
    13
    
    6Business Unit DirectorsLuis Manuel Ocejo Rodriguez
    
    Director, Maritime Transportation and Ports and Terminals
    
    26
    
    2
 61




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##### Table of Contents



Compensation
  Pension, Retirement or Similar Benefits
   Board Practices
  Audit and Corporate Practices Committee
  Audit responsibilities:
 §
    
    Overseeing the accounting and financial reporting processes of the Company; discussing
the financial statements of the Company with all parties responsible for preparing and
reviewing such statements, and advising the Board of Directors on their approval thereof;§
    
    Overseeing compliance with legal and regulatory requirements and overseeing audits of
the financial statements of the Company;§
    
    Evaluating the performance of the Companys external auditor and its independent status;§
    
    Advising the Board of Directors on the compliance of the Companys or any of its
subsidiaries internal controls, policies and in-house auditing, and identifying any
deficiencies in accordance with the Bylaws of the Company and applicable regulations;
 62




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##### Table of Contents



§
    
    Providing sufficient opportunity for a private meeting between members of our internal
and external auditors and the Audit Committee, who may also request additional information
from employees and legal counsel;§
    
    Providing support to the Board of Directors in supervising and reviewing the Companys
corporate accounting and disclosure policies and discussing guidelines and policies to
govern the process of risk assessment with management;§
    
    Advising the Board of Directors on any audit-related issues in accordance with the
Bylaws of the Company and applicable regulations;§
    
    Assisting the Board of Directors in the selection of the external auditor (subject to
approval by vote of the shareholders);§
    
    Reviewing the financial statements and the external auditors report. The Committee may
request that the external auditor be present when reviewing such reports, in addition to
the Committees mandatory meeting with the external auditor at least once a year;§
    
    Preparing the board of directors opinion on the Chairmans annual report and submitting
it at the Shareholders Meeting for its approval; and§
    
    Overseeing compliance by the Companys chief executive officer with decisions made at a
Shareholders Meeting or a Board of Directors meeting.
 Corporate Practices responsibilities:
 §
    
    Requesting an opinion from independent experts as the Committee might see fit, in
accordance with applicable regulations;§
    
    Calling Shareholders Meetings and reviewing the agenda;§
    
    Supporting the Board of Directors in preparing its reports in accordance with the Bylaws
of the Company and applicable regulations;§
    
    Suggesting procedures for hiring the Companys chief executive officer, chief financial
officer and senior executive officers;§
    
    Reviewing human resources policies, including senior executive officers performance
evaluation policies, promotions and structural changes to the Company;§
    
    Assisting the Board of Directors in evaluating senior executive officers performance;§
    
    Evaluating executive officers compensation. The Company is not required under Mexican
law to obtain shareholder approval for equity compensation plans; the Board of Directors is
required to approve the Companys policies on such compensation plans;§
    
    Reviewing related party transactions; and§
    
    Performing any activity set forth in the Mexican Securities Law.
 Code of Ethics
 www.grupotmm.com
 63




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##### Table of Contents



Statutory Auditor
  Employees
  Share Ownership
  (certificados de participación
ordinarios no amortizables)
 Sociedades Anónimas Bursátiles
 64




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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 Major Shareholders
  Percentage ofNumber
    
    SharesShareholder
    
    of Shares
    
    OutstandingJosé F. Serrano Segovia (a) (c)
    
    
    8,272,845
    
    
    
    15.0
    %Ramón Serrano Segovia (b) (c)
    
    
    5,145,734
    
    
    
    9.3
    %Beck, Mack & Oliver LLC (d)
    
    
    4,366,600
    
    
    
    7.9
    %
 
 a)
    
    Based upon information set forth in a Schedule 13D/A filed on December 5, 2008, José F.
Serrano Segovia has sole voting and investment authority over 7,711,495 Shares (of which
1,436,745 Shares are held in the form of ADSs) and shared voting and investment authority
over 561,350 Shares beneficially owned by Promotora Servia, S.A. de C.V., (Promotora), a
Mexican corporation jointly controlled by José F. Serrano Segovia and Ramón Serrano
Segovia. Of the 561,350 Shares beneficially owned by Promotora, 560,850 Shares are owned
directly by its subsidiary, Servicios Directivos Servia, S.A. de C.V. (Servicios), a
Mexican corporation.b)
    
    Based upon information set forth in a Schedule 13D/A filed on December 5, 2008, Ramón
Serrano Segovia has sole voting and investment authority over 4,584,384 Shares (of which
1,789,755 Shares are held in the form of ADSs) and shared voting and investment authority
over 561,350 Shares beneficially owned by Promotora, which is jointly controlled by José F.
Serrano Segovia and Ramón Serrano Segovia.c)
    
    José and Ramón Serrano Segovia have jointly pledged an aggregate of 8,783,379 Shares to
IXE Banco, S.A. (IXE), to secure a loan in the principal amount of $2 million and
Servicios has pledged 560,850 Shares to IXE to secure the same loan.d)
    
    Based upon information set forth in a Schedule 13G filed on January 28, 2009, Beck,
Mack & Oliver LLC (BMO) has sole voting authority over 3,994,600 Shares and shared
investment authority over 4,366,600 Shares. Based on that Schedule 13G, BMO does not have
shared voting authority and sole investment authority over any Shares. Change in Percentage Ownership
  65




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Voting Rights and Control
   
 ITEM 8. FINANCIAL INFORMATION
  Legal Proceedings
 Dispute with Kansas City Southern
    SSA Claims
   66




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Refined Product Services (RPS) Claim
   Mutual Claims Between Worldwide Services, Ltd. (WWS) and TMM
  Other Legal Proceedings
  Dividends
  Significant Changes
  67




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ITEM 9. THE OFFER AND LISTING
 Trading
    Limitations Affecting ADS Holders and CPO Holders
    68




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Mexican Stock Exchange
Price per Share
(Pesos)
 Shares(*)Previous five years:
    
    High
    
    Low2004
    
    
    47.50
    
    
    
    25.002005
    
    
    42.05
    
    
    
    31.402006
    
    
    54.00
    
    
    
    29.102007
    
    
    37.60
    
    
    
    25.002008
    
    
    25.00
    
    
    
    8.33
 
 (*)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common
shares, without par value. Mexican Stock Exchange
Price per Share
(Pesos)
 Shares(*)Previous two years (by quarter):
    
    High
    
    Low2007:First Quarter
    
    
    37.60
    
    
    
    28.10Second Quarter
    
    
    37.50
    
    
    
    31.50Third Quarter
    
    
    42.80
    
    
    
    34.00Fourth Quarter
    
    
    38.50
    
    
    
    25.002008:First Quarter
    
    
    25.00
    
    
    
    20.30Second Quarter
    
    
    22.25
    
    
    
    16.19Third Quarter
    
    
    18.60
    
    
    
    11.32Fourth Quarter
    
    
    12.63
    
    
    
    8.332009:First Quarter
    
    
    14.75
    
    
    
    9.54
 
 (*)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares,
without par value. Mexican Stock Exchange
Price per Share
(Pesos)
 Shares(1) (2)Previous six months:
    
    High
    
    LowDecember 31, 2008
    
    
    10.93
    
    
    
    8.33January 31, 2009
    
    
    14.75
    
    
    
    9.54February 28, 2009
    
    
    14.49
    
    
    
    11.55March 31, 2009
    
    
    13.90
    
    
    
    13.89April 30, 2009(2)
    
    
    n/a
    
    
    
    n/aMay 31, 2009
    
    
    13.00
    
    
    
    10.05
 
 Source: InfoSel Financiero(1)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares,
without par value.(2)
    
    The Shares did not trade during month of April 2009. 69




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New York Stock Exchange
Price per Share
(Dollars)
 Share ADS(*)Previous five years:
    
    High
    
    Low2004
    
    
    4.56
    
    
    
    1.852005
    
    
    4.13
    
    
    
    2.092006
    
    
    5.70
    
    
    
    2.372007
    
    
    3.96
    
    
    
    2.142008
    
    
    2.40
    
    
    
    0.31
 
 (*)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common
shares, without par value. New York Stock Exchange
Price per Share
(Dollars)
 Share ADS(*)Previous two years (by quarter):
    
    High
    
    Low2007:First Quarter
    
    
    3.45
    
    
    
    2.53Second Quarter
    
    
    3.54
    
    
    
    2.72Third Quarter
    
    
    3.96
    
    
    
    2.72Fourth Quarter
    
    
    3.25
    
    
    
    2.142008:First Quarter
    
    
    2.40
    
    
    
    1.71Second Quarter
    
    
    2.09
    
    
    
    1.30Third Quarter
    
    
    1.90
    
    
    
    0.65Fourth Quarter
    
    
    0.99
    
    
    
    0.312009:First Quarter
    
    
    1.05
    
    
    
    0.53
 
 (*)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares,
without par value. New York Stock Exchange
Price per Share
(Dollars)
 Share ADSPrevious six months:
    
    High
    
    LowDecember 31, 2008
    
    
    0.78
    
    
    
    0.40January 31, 2009
    
    
    1.05
    
    
    
    0.61February 28, 2009
    
    
    1.03
    
    
    
    0.55March 31, 2009
    
    
    0.95
    
    
    
    0.53April 30, 2009
    
    
    0.85
    
    
    
    0.57May 31, 2009
    
    
    1.00
    
    
    
    0.65
 Source: NYSE  Price history composite
 Share Repurchase Program
   70




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The NYSE Continued Listing Standards
  
    
    Its average market capitalization is less than $75 million over a 30-trading day period
and stockholders equity is less than $75 million;
    
    Its average market capitalization is less than $25 million over a 30-trading day period;
or
    
    Its average closing price of a security is less than $1.00 over a consecutive 30-trading
day period.
     1.
    
    At the end of their respective six-month cure period, as established prior to
this rules suspension, they have a $1.00 closing share price on both the last trading
day of the period and based on the preceding 30 trading days; and/or2.
    
    At the end of any calendar month during the suspension they have a $1.00
closing share price on both the last trading day of such month and based on the 30
trading days preceding the end of such month.
  
 ITEM 10. ADDITIONAL INFORMATION
 Share Capital
  Memorandum and Articles of Association
 Estatutos Sociales Ley General de Sociedades
Mercantiles Ley del Mercado de Valores
 71




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Organization and Register
 sociedad anonima,
   Board of Directors
   Position in the Board of Directors
    
    TermChairman
    
    7 yearsFirst Vice-Chairman
    
    7 yearsSecond Vice-Chairman
    
    Between 3 and 7 years (As determined by
the General Shareholders Meeting that
elects him/her.)Other Directors
    
    1 yearExcept that in no event whatsoever
shall more than one third (1/3) of the
member directors be replaced for any
fiscal year of the Company.
  72




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##### Table of Contents



1.
    
    The approval and/or modification of the annual budget, which must be approved for each
fiscal year of the Company;2.
    
    The imposition or creation of any lien on any of the assets of the Company and/or of
the corporations controlled by the Company, or the resolution of the Company and/or of the
corporations controlled by the Company, to guarantee obligations of the Company and/or of
its subsidiaries, or to guarantee obligations of third parties, in all of said cases, when
the value of any of said transactions involves in a single act or in a series of related
acts, an amount equal to or higher than five percent of the total consolidated assets of
the Company during a calendar year;3.
    
    The decision to begin a new business line or the suspension of any business line
developed by the Company or by any corporation in which the Company participates, either
directly or indirectly;4.
    
    Any decision related to the acquisition or sale of assets (including shares or equity
interests or their equivalent, in any corporation controlled or not controlled by the
Company or in which the Company has a significant share, or to any financing and/or the
creation of any liens, when the value of any of said transactions involves in a single act
or in a series of related acts, an amount equal to or higher than five percent of the total
consolidated assets of the Company during a calendar year;5.
    
    The determination of the manner in which the Company shall exercise its voting rights
regarding shares or equity interests (or their equivalent) issued by its subsidiaries or
entities in which the Company owns at least 20% of the capital stock thereof; and6.
    
    The establishment of any committee of the Company other than the Audit and Corporate
Practices Committee.
 73




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General Director
   Audit and Corporate Practices Committee
   Capital Stock
   Registration and Transfer
  Shareholders Meetings
  74




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Limitation on Share Ownership
   (Fideicomiso
Maestro de Inversion Neutra) (certificados de participación
ordinarios no amortizables)
 75




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Minority Rights
 Acquisition of Share Capital
   Rights
 1. Applicable to Shareholders, CPOs holders and the CPO Trustee
   76




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2. Applicable to Shareholders
      Limitation of Officers and Directors Liability
   77




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##### Table of Contents



(i)
    
    They fulfill the requirements that the Bylaws and the applicable laws may stipulate for
the approval of matters to be dealt with by the Board of Directors or, as the case may be,
by committees of which they are members.(ii)
    
    They make decisions or vote at the meetings of the Board of Directors or, as the case
may be, committees to which they belong, based on the information provided by the relevant
managers, the corporation providing the external audit services or the independent experts,
whose capacity and credibility do not offer a cause for reasonable doubt.(iii)
    
    They have selected the most suitable alternative, to the best of their knowledge and
belief, or negative property damages had not been foreseeable, in both cases, based on the
information available at the time of the decision.(iv)
    
    They fulfill the resolutions of the Shareholders Meeting, provided these do not
violate the law.
  Liquidation Rights
  Dividends
  Certain Voting Rights
  Preemptive and Other Rights
  Material Contracts
  78




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Exchange Controls
  United States Federal Income and Mexican Federal Taxation
   Secretaría de Hacienda y Crédito Público
 General
   79




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Certain Mexican Federal Tax Consequences
  Dividends
 Capital Gains
  Impuesto
Empresarial a Tasa Unica
  Other Mexican Taxes
 Certain United States Federal Income Tax Consequences
 U.S. Holders
  Each U.S. holder should consult such U.S. holders own tax advisor with respect to the current
and, possibly future, U.S. federal, state, local and foreign tax consequences to such U.S. holder
of the acquisition, ownership and disposition of ADSs.
  80




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##### Table of Contents



Distributions
   Capital Gains
 The rules governing foreign tax credits are complex and U.S. holders should consult their own
tax advisors regarding the application of these rules in their particular circumstances.
 PFIC
 81




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##### Table of Contents



Information Reporting and Backup Withholding
 Non-U.S. Holders
    Documents On Display
 http://www.sec.gov
 82




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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Foreign Currency Risk
   December 31,(in thousands of Dollars)2008
    
    
    2007Assets
    
    $
    164,732
    
    
    $
    88,869Liabilities
    
    
    (697,776
    )
    
    
    (335,696
    )$
    (533,044
    )
    
    $
    (246,827
    )
  Interest Rate Risk
   Breakdown of Fixed and Variable Rates of Financial Obligations(1)Expected MaturityLiabilities
    
    2009
    
    2010
    
    2011
    
    2012
    
    Thereafter
    
    Total
    
    Fair Value(in thousands of Dollars)Long-Term DebtFixed Rate
    
    $
    21,575
    
    
    $
    55,074
    
    
    $
    39,025
    
    
    $
    33,627
    
    
    $
    36,864
    
    
    $
    186,165
    
    
    $
    186,165Average Interest Rate
    
    
    10.85
    %
    
    
    10.86
    %
    
    
    10.36
    %
    
    
    9.62
    %
    
    
    7.85
    %
    
    
    10.41
    %
    
    
    
    **Variable Rate
    
    $
    2,569
    
    
    $
    1,625
    
    
    $
    1,625
    
    
    $
    1,625
    
    
    $
    638,407
    
    
    $
    645,851
    
    
    $
    645,851Average Interest Rate
    
    
    10.75
    %
    
    
    10.75
    %
    
    
    10.75
    %
    
    
    10.75
    %
    
    
    10.75
    %
    
    
    10.75
    %
    
    
    
    **
 83




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(1)
    
    Information as of December 31, 2008**
    
    Not applicable    Commodity Price Risk
  Inflation Rate Risk
  Derivatives Exposure
    
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  
 PART II
 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  84




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ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
  
 ITEM 15. CONTROLS AND PROCEDURES
        85




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Internal
ControlIntegrated Framework
    Internal
ControlIntegrated Framework
     86




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ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
   87




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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  GRUPO TMM, S. A. B.
Summary of Auditors Payments
(in thousands of Dollars)
 As of December 31,2008
    
    
    2007Audit Fees(a)
    
    $
    1,036.7
    
    
    $
    1,024.0Audit Related Fees
    
    
    
    
    
    
    Tax Fees(b)
    
    
    103.2
    
    
    
    43.2Other Fees(c)
    
    
    211.3
    
    
    
    79.6Total(d)
    
    $
    1,351.2
    
    
    $
    1,146.8
 
 (a)
    
    Audit FeesFees relate to the review of our Annual Financial Statements and Annual Report
filed with the SEC and review of other SEC filings.(b)
    
    Tax FeesFees relate to specific tax issues, in compliance with the applicable tax laws in
Mexico.(c)
    
    Other FeesFees relate to compliance with foreign trade regulations and the Sarbanes-Oxley
Act of 2002, supervision in the update of the Companys systems platform in compliance with
applicable regulations and other services.(d)
    
    The total amount does not include Mexican tax (Impuesto al Valor Agregado or IVA).  
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  
 ITEM 16G. CORPORATE GOVERNANCE
 NYSE Corporate Governance Comparison
  NYSE Standards
    
    Our Corporate Governance PracticesDirector Independence.
Majority of board of
directors must be
independent.
    
    Pursuant to the Mexican Securities Law, the
Companys shareholders are required to appoint a
Board of Directors of not more than 21 directors,
25% of whom must be independent within the
meaning of the Mexican Securities Law, which
differs from the definition of independent under
the rules of the New
 88




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NYSE Standards
    
    Our Corporate Governance PracticesYork Stock Exchange.
Pursuant to the Companys Bylaws, shareholders
are required to appoint a Board of Directors of
not more than 21 directors and not fewer than
seven.Our current Board of Directors consists of nine
directors and three alternate directors. Five of
our directors and one of our alternate directors
are independent directors within the meaning of
the Mexican Securities Law.Executive Sessions.
Non-management
directors must meet
regularly in executive
sessions without
management. Independent
directors should meet
alone in an executive
session at least once a
year.
    
    There is no similar requirement under our Bylaws.
However, the Mexican Securities Law provides that
the Audit and Corporate Practices Committee,
within its audit functions, must meet regularly
with directors.Audit committee. Audit
committee satisfying
the independence and
other requirements of
Rule 10A-3 under the
Exchange Act and the
more stringent
requirements under the
NYSE standards is
required.
    
    We have an Audit and Corporate Practices
Committee composed of four independent directors,
one of whom has accounting and related financial
management expertise in compliance with NYSE
standards and Mexican Securities Law.Nominating/corporate
governance committee.
Nominating/corporate
governance committee of
independent directors
is required.
    
    Our Audit and Corporate Practices Committee is
composed of four independent directors and
carries out the functions of the
nominating/corporate governance committee.Compensation committee.
Compensation committee
of independent
directors is required,
which must approve
executive officer
compensation.
    
    Our Compensation Committee is composed of the
same members as our Audit and Corporate Practices
Committee and is responsible for evaluating and
approving executive officers compensation.Equity compensation
plans. Equity
compensation plans
require shareholder
approval, subject to
limited exemptions.
    
    We are not required under Mexican law to obtain
shareholder approval for equity compensation
plans. Our Board of Directors is required to
approve the Companys policies with respect to
such compensation plans.Code of Ethics.
Corporate governance
guidelines and a code
of business conduct and
ethics is required,
with disclosure of any
waiver for directors or
executive officers.
    
    We have adopted a code of ethics in alignment
with U.S. standards, which has been accepted by
all of our directors and executive officers and
other personnel. We are required by Item 16B of
this Form 20-F to disclose any waivers granted to
our chief executive officer, chief financial
officer, principal accounting officer and persons
performing similar functions.
 
 PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  89




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##### Table of Contents



Contents
    
    PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Statements of Financial Position
    
    
    F-2Consolidated Statements of Operations
    
    
    F-3Consolidated Statements of Operations Income (Loss)
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Notes to the Consolidated Financial Statements
    
    
    F-7
 90




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##### Table of Contents



Consolidated Financial Statements,
Report of Independent Registered Public Accounting Firm
 Grupo TMM, S.A.B. and Subsidiaries
December 31, 2006, 2007 and 2008




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##### Table of Contents



GRUPO TMM, S.A.B. AND SUBSIDIARIES
 Contents
    
    PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Statements of Financial Position
    
    
    F-2Consolidated Statements of Operations
    
    
    F-3Consolidated Statements of Operations Income (Loss)
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Notes to the Consolidated Financial Statements
    
    
    F-7




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 Report of Independent Registered Public Accounting Firm
 
      /s/ Salles, Sainz  Grant Thornton, S.C.SALLES, SAINZ  GRANT THORNTON, S.C.
 
 F-1




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Financial Position
 December 31, 2006, 2007 and 2008
 (amounts in thousands of US dollars)
 2006
    
    2007
    
    2008AssetsCurrent AssetsCash and cash equivalents
    
    $
    21,706
    
    
    $
    14,722
    
    
    $
    39,907Restricted cash (Notes 14, 15, and 16)
    
    
    16,960
    
    
    
    37,513
    
    
    
    128,540Accounts receivable  net of provision for impairment
of $3,533 in 2006, $4,443 in 2007, and $4,001 in 2008
    
    
    40,599
    
    
    
    44,812
    
    
    
    56,548Related parties (Note 17)
    
    
    62
    
    
    
    29
    
    
    
    28Taxes credits (Note 6)
    
    
    10,563
    
    
    
    9,723
    
    
    
    5,793Account receivable from KCS (Note 5)
    
    
    51,113
    
    
    
    
    
    
    
    Other accounts receivable  Net (Note 7)
    
    
    17,801
    
    
    
    22,946
    
    
    
    17,929Materials and supplies
    
    
    5,457
    
    
    
    6,387
    
    
    
    8,117Other current assets (Note 8)
    
    
    4,425
    
    
    
    6,119
    
    
    
    3,536Total current assets
    
    
    168,686
    
    
    
    142,251
    
    
    
    260,398Accounts receivable from KCS (Note 5)
    
    
    40,000
    
    
    
    
    
    
    
    Concession rights  net (Note 9)
    
    
    3,952
    
    
    
    3,663
    
    
    
    3,391Property, machinery, and equipment  Net (Note 10)
    
    
    282,811
    
    
    
    351,059
    
    
    
    687,740Prepaid expenses and other (Note 11)
    
    
    3,473
    
    
    
    6,513
    
    
    
    5,927Investments in associates (Note 12)
    
    
    3,882
    
    
    
    4,695
    
    
    
    4,022Intangible assets (Note 13)
    
    
    19,819
    
    
    
    38,175
    
    
    
    29,256Deferred income taxes (Note 23)
    
    
    112,833
    
    
    
    115,818
    
    
    
    97,276Total non current assets
    
    
    466,770
    
    
    
    519,923
    
    
    
    827,612Total assets
    
    $
    635,456
    
    
    $
    662,174
    
    
    $
    1,088,010Liabilities and stockholder equityCurrent liabilities:Current portion of long-term debt (Notes 14 and 16)
    
    $
    27,555
    
    
    $
    10,547
    
    
    $
    21,062Suppliers
    
    
    20,422
    
    
    
    28,660
    
    
    
    33,039Accounts payable and accrued expenses (Note 18)
    
    
    37,840
    
    
    
    40,127
    
    
    
    38,828Obligations from sale of receivables (Note 15)
    
    
    16,727
    
    
    
    13,463
    
    
    
    14,976Total current liabilities
    
    
    102,544
    
    
    
    92,797
    
    
    
    107,905Long-term debt (Notes 14 and 16)
    
    
    141,401
    
    
    
    310,469
    
    
    
    680,404Dividends payable
    
    
    9,803
    
    
    
    9,803
    
    
    
    9,803Employee obligations (Note 25)
    
    
    13,363
    
    
    
    12,497
    
    
    
    13,301Obligations from sale of receivables (Note 15)
    
    
    172,617
    
    
    
    113,362
    
    
    
    101,030Other long-term liabilities (Note 19)
    
    
    4,384
    
    
    
    4,384
    
    
    
    4,384Total non-current liabilities
    
    
    341,568
    
    
    
    450,515
    
    
    
    808,922Total liabilities
    
    
    444,112
    
    
    
    543,312
    
    
    
    916,827Stockholder equity (Note 20):Equity capital, 56,963,137 shares authorized and issued
    
    
    121,158
    
    
    
    121,158
    
    
    
    117,751Treasury shares (1,736,100 shares)
    
    
    
    
    
    
    (64
    )
    
    
    (3,691
    )Statutory reserve
    
    
    12,738
    
    
    
    16,233
    
    
    
    15,554Accrued earnings (deficit)
    
    
    62,174
    
    
    
    (9,876
    )
    
    
    61,033Capital premium
    
    
    5,528
    
    
    
    5,528
    
    
    
    5,528Initial cumulative translation loss
    
    
    (17,757
    )
    
    
    (17,757
    )
    
    
    (17,757
    )Translation balance (Note 3)
    
    
    (1,173
    )
    
    
    (2,263
    )
    
    
    (13,312
    )182,668
    
    
    
    112,959
    
    
    
    165,106Minority interest (Note 3s)
    
    
    8,676
    
    
    
    5,903
    
    
    
    6,077Total stockholder equity
    
    
    191,344
    
    
    
    118,862
    
    
    
    171,183Total liabilities and stockholder equity
    
    $
    635,456
    
    
    $
    662,174
    
    
    $
    1,088,010
  F-2




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Operations
 Years ended December 31, 2006, 2007 and 2008
 (amounts in thousands of US dollars, except per share amounts)
 2006
    
    2007
    
    2008Transportation revenues
    
    $
    248,148
    
    
    $
    303,256
    
    
    $
    362,955Costs and expenses:Salaries, wages, and employee benefits
    
    
    68,306
    
    
    
    80,878
    
    
    
    105,850Leases and other rents
    
    
    63,368
    
    
    
    84,131
    
    
    
    99,265Purchased services
    
    
    53,661
    
    
    
    50,561
    
    
    
    52,230Fuel, materials, and supplies
    
    
    21,204
    
    
    
    25,118
    
    
    
    39,631Other costs and expenses
    
    
    13,943
    
    
    
    13,219
    
    
    
    23,624Depreciation and amortization
    
    
    16,532
    
    
    
    25,652
    
    
    
    31,119237,014
    
    
    
    279,559
    
    
    
    351,719Income on transportation
    
    
    11,134
    
    
    
    23,697
    
    
    
    11,236Other
(expenses) income - Net (Note 21)
    
    
    (24,066
    )
    
    
    (4,356
    )
    
    
    8,656Operating (loss) income
    
    
    (12,932
    )
    
    
    19,341
    
    
    
    19,892Interest income
    
    
    4,604
    
    
    
    5,647
    
    
    
    13,123Interest expense
    
    
    60,036
    
    
    
    55,616
    
    
    
    82,986Gain (loss) on exchange fluctuation  Net (Note 22)
    
    
    (396
    )
    
    
    1,435
    
    
    
    145,505Comprehensive financing cost
    
    
    (55,828
    )
    
    
    (48,534
    )
    
    
    75,642Income (loss) before taxes
    
    
    (68,760
    )
    
    
    (29,193
    )
    
    
    95,534Benefit (provision) from income
taxes (Note 23)
    
    
    27,815
    
    
    
    844
    
    
    
    (20,094
    )Income (loss) before discontinued operations for the year
    
    (40,945)
    
    
    (28,349
    )
    
    
    75,440Income (loss) from discontinued operations for the year
    
    
    111,362
    
    
    
    (38,563
    )
    
    
    Net income (loss) for the year
    
    $
    70,417
    
    
    $
    (66,912
    )
    
    $
    75,440Attributable to:Minority interest
    
    
    509
    
    
    
    160
    
    
    
    507Grupo TMM, S.A.B. Stockholders
    
    $
    69,908
    
    
    $
    (67,072
    )
    
    $
    74,933Income (loss) from continuing operations
for the year, per share
    
    $
    (0.719
    )
    
    $
    (0.498
    )
    
    $
    1.343Income (loss) from discontinued operations
for the year, per share
    
    $
    1.955
    
    
    $
    (0.677
    )
    
    $
    Net income
(loss) for the year, per share (Note 26), attributable to Grupo TMM, S.A.B. Stockholders
    
    $
    1.227
    
    
    $
    (1.177
    )
    
    $
    1.334Weighted average of shares outstanding (thousands)
    
    
    56,963
    
    
    
    56,962
    
    
    
    56,189
  F-3




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Comprehensive Income (Loss)
 Years ended December 31, 2006, 2007 and 2008
 (amounts in thousands of US dollars)
 2006
    
    2007
    
    2008Net profit (loss) for the year
    
    $
    70,417
    
    
    $
    (66,912
    )
    
    $
    75,440Other profit (loss) entries:Stock repurchase
    
    
    
    
    
    
    (6
    )
    
    
    1,396Translation balance
    
    
    (2,595
    )
    
    
    (1,090
    )
    
    
    (11,049
    )Loss on purchase of subsidiary stocks from minority stockholders
    
    
    (289
    )
    
    
    
    
    
    
    Provision for employee benefit
    
    
    (3,633
    )
    
    
    (1,477
    )
    
    
    (3,870
    )Spin off and sale of subsidiaries
    
    
    
    
    
    
    
    
    
    
    (2,229
    )Other comprehensive results for the year, net of taxes
    
    
    (6,517
    )
    
    
    (2,573
    )
    
    
    (15,752
    )Total profit (loss) for the year
    
    $
    63,900
    
    
    $
    (69,485
    )
    
    $
    59,688Attributable to:Minority interest
    
    
    509
    
    
    
    160
    
    
    
    507Grupo TMM, S.A.B. Stockholders
    
    
    63,391
    
    
    
    (69,645
    )
    
    
    59,181$
    63,900
    
    
    $
    (69,485
    )
    
    $
    59,688
  F-4




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Changes in Stockholders Equity
 Years ended December 31, 2006, 2007 and 2008
 (amounts in thousands of US dollars, except number of shares)
 InitialNumber of shares
    
    
    
    
    
    
    Retained
    
    
    
    
    
    
    cumulative
    
    
    
    
    
    
    
    
    
    
    Totalissued and
    
    
    Common
    
    
    earnings
    
    
    Capital
    
    
    translation
    
    
    
    
    
    
    Minority
    
    
    stockholdersoutstanding
    
    
    stock
    
    
    (deficit)
    
    
    premium
    
    
    loss
    
    
    Subtotal
    
    
    interest
    
    
    equityBalance as of January 1, 2006
    
    
    56,963,137
    
    
    $
    121,158
    
    
    $
    10,348
    
    
    $
    5,528
    
    
    $
    (17,757
    )
    
    $
    119,277
    
    
    $
    17,469
    
    
    $
    136,746Translation adjustment
    
    
    
    
    
    
    
    
    
    
    (2,595
    )
    
    
    
    
    
    
    
    
    
    
    (2,595
    )
    
    
    
    
    
    
    (2,595
    )Loss on acquisition of shares of subsidiary
from minority stockholders
    
    
    
    
    
    
    
    
    
    
    (289
    )
    
    
    
    
    
    
    
    
    
    
    (289
    )
    
    
    (9,302
    )
    
    
    (9,591
    )Provision for employee benefit
    
    
    
    
    
    
    
    
    
    
    (3,633
    )
    
    
    
    
    
    
    
    
    
    
    (3,633
    )
    
    
    
    
    
    
    (3,633
    )Other comprehensive income (loss)
for the year
    
    
    
    
    
    
    
    
    
    
    (6,517
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net profit for the year
    
    
    
    
    
    
    
    
    
    
    69,908
    
    
    
    
    
    
    
    
    
    
    
    69,908
    
    
    
    509
    
    
    
    70,417Total comprehensive income for the year
    
    
    
    
    
    
    
    
    
    
    63,391Balances as of December 31, 2006
    
    
    56,963,137
    
    
    
    121,158
    
    
    
    73,739
    
    
    
    5,528
    
    
    
    (17,757
    )
    
    
    182,668
    
    
    
    8,676
    
    
    
    191,344Purchase of treasury shares on
December 14, 2007
    
    
    (30,000
    )
    
    
    (64
    )
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    (70
    )
    
    
    
    
    
    
    (70
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    (1,090
    )
    
    
    
    
    
    
    
    
    
    
    (1,090
    )
    
    
    7
    
    
    
    (1,083
    )Provision for employee benefit
    
    
    
    
    
    
    
    
    
    
    (1,477
    )
    
    
    
    
    
    
    
    
    
    
    (1,477
    )
    
    
    
    
    
    
    (1,477
    )Other comprehensive income (loss)
for the year
    
    
    
    
    
    
    
    
    
    
    (2,573
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends paid to minority stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,450
    )
    
    
    (2,450
    )Reduction of capital in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (490
    )
    
    
    (490
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    (67,072
    )
    
    
    
    
    
    
    
    
    
    
    (67,072
    )
    
    
    160
    
    
    
    (66,912
    )Total comprehensive loss for the year
    
    
    
    
    
    
    
    
    
    
    (69,645
    )Balances as of December 31, 2007
    
    
    56,933,137
    
    
    
    121,094
    
    
    
    4,094
    
    
    
    5,528
    
    
    
    (17,757
    )
    
    
    112,959
    
    
    
    5,903
    
    
    
    118,862Purchase of treasury shares during 2008
    
    
    (1,706,100
    )
    
    
    (3,627
    )
    
    
    1,396
    
    
    
    
    
    
    
    
    
    
    
    (2,231
    )
    
    
    
    
    
    
    (2,231
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    (11,049
    )
    
    
    
    
    
    
    
    
    
    
    (11,049
    )
    
    
    
    
    
    
    (11,049
    )Provision for employee benefit
    
    
    
    
    
    
    
    
    
    
    (3,870
    )
    
    
    
    
    
    
    
    
    
    
    (3,870
    )
    
    
    
    
    
    
    (3,870
    )Other comprehensive income (loss)
for the year
    
    
    
    
    
    
    
    
    
    
    (13,523
    )Reduction of capital in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (333
    )
    
    
    (333
    )Spin off and sale of subsidiary
    
    
    
    
    
    
    (3,407
    )
    
    
    (2,229
    )
    
    
    
    
    
    
    
    
    
    
    (5,636
    )
    
    
    
    
    
    
    (5,636
    )Net profit for the year
    
    
    
    
    
    
    
    
    
    
    74,933
    
    
    
    
    
    
    
    
    
    
    
    74,933
    
    
    
    507
    
    
    
    75,440Total comprehensive income for the year
    
    
    
    
    
    
    
    
    
    
    59,181Balances as of December 31, 2008
    
    
    55,227,037
    
    
    $
    114,060
    
    
    $
    63,275
    
    
    $
    5,528
    
    
    $
    (17,757
    )
    
    $
    165,106
    
    
    $
    6,077
    
    
    $
    171,183
  F-5




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Cash Flows
 Years ended December 31, 2006, 2007 and 2008
 (amounts in thousands of US dollars)
 2006
    
    2007
    
    2008Cash flows from operating activities:Net profit (loss) for the year:
    
    $
    70,417
    
    
    $
    (66,912
    )
    
    $
    75,440Adjustments to reconcile net (profit) loss to cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    16,532
    
    
    
    25,652
    
    
    
    31,119Other amortizations
    
    
    3,906
    
    
    
    3,091
    
    
    
    4,144Amortization and discount on preferred secured obligations
    
    
    2,731
    
    
    
    
    
    
    
    (Benefit) Provision for taxes
    
    
    (27,815
    )
    
    
    (844
    )
    
    
    20,094(Gain) loss
on sale of property, machinery, and equipment - Net
    
    
    (3,934
    )
    
    
    983
    
    
    
    (488
    )Gain on sale of other subsidiaries
    
    
    
    
    
    
    (6,285
    )
    
    
    (18,642
    )Impairment in long-lived assets
    
    
    21,262
    
    
    
    
    
    
    
    4,653(Profit) loss from discontinued operations for the year
    
    
    (111,362
    )
    
    
    38,563
    
    
    
    Provision for interests on debt
    
    
    33,863
    
    
    
    47,132
    
    
    
    80,948Exchange loss (gain) -Net
    
    
    396
    
    
    
    (1,435
    )
    
    
    (143,530
    )Changes in assets and liabilities:Restricted cash
    
    
    330,928
    
    
    
    (20,553
    )
    
    
    (91,027
    )Accounts receivable
    
    
    2,668
    
    
    
    (4,213
    )
    
    
    (11,736
    )Other accounts receivable and related parties
    
    
    (7,676
    )
    
    
    (5,112
    )
    
    
    5,018Materials, supplies and inputs
    
    
    (1,384
    )
    
    
    (930
    )
    
    
    (1,730
    )Other current assets
    
    
    (2,338
    )
    
    
    (854
    )
    
    
    6,513Other accounts payable and accrued expenses
    
    
    3,025
    
    
    
    6,841
    
    
    
    (12,581
    )Other non-current assets
    
    
    6,285
    
    
    
    (15,559
    )
    
    
    392Long-term liabilities
    
    
    (3,538
    )
    
    
    (866
    )
    
    
    804Total adjustments
    
    
    263,549
    
    
    
    65,611
    
    
    
    (126,049
    )Cash provided by (used in) operating activities
    
    
    333,966
    
    
    
    (1,301
    )
    
    
    (50,609
    )Cash flows from financing activities:Sale of property, machinery, and equipment
    
    
    12,293
    
    
    
    7,186
    
    
    
    2,104Acquisition of property, machinery, and equipment
    
    
    (154,347
    )
    
    
    (100,740
    )
    
    
    (401,820
    )Sales of shares of subsidiaries
    
    
    68,754
    
    
    
    56,901
    
    
    
    14,768Acquisition of associate companies
    
    
    (29,955
    )
    
    
    (3,771
    )
    
    
    Cash used in investment activities
    
    
    (103,255
    )
    
    
    (40,424
    )
    
    
    (384,948
    )Cash flows from financing activities:(Payments of) Proceeds from financial debt
    
    
    (443,527
    )
    
    
    125,401
    
    
    
    539,285Cash received (paid) from sale of accounts
receivable  Net
    
    
    181,601
    
    
    
    (88,334
    )
    
    
    (29,010
    )Dividends paid to minority stockholders
    
    
    
    
    
    
    (2,450
    )
    
    
    Dividends from unconsolidated associates
    
    
    
    
    
    
    195
    
    
    
    1,001Purchase of common stock for treasury
    
    
    
    
    
    
    (71
    )
    
    
    (2,231
    )Cash provided by (used in) financing activities
    
    
    (261,926
    )
    
    
    34,741
    
    
    
    509,045Effect on cash from currency fluctuation
    
    
    
    
    
    
    
    
    
    
    (48,303
    )Net (decrease) increase in cash and cash equivalents
    
    
    (31,215
    )
    
    
    (6,984
    )
    
    
    25,185Cash and cash equivalents at beginning of the year
    
    
    52,921
    
    
    
    21,706
    
    
    
    14,722Cash and cash equivalents at the end of the year
    
    $
    21,706
    
    
    $
    14,722
    
    
    $
    39,907Supplemental cash disclosures:Interest paid
    
    $
    52,219
    
    
    $
    47,684
    
    
    $
    56,105Income tax, asset tax, and
corporate flat tax paid
    
    $
    778
    
    
    $
    562
    
    
    $
    2,262
  F-6




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
    1. The Company:
     2006
    
    2007
    
    2008Servicios Corporativos TMM, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Inmobiliaria TMM, S.A. de C.V. and subsidiaries
    
    
    100
    %
    
    
    100
    %
    
    
    p) 100
    %Operadora Marítima TMM, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Transportación Marítima Mexicana, S.A. de C.V. and subsidiaries
    
    
    a) & i)100
    %
    
    
    a) & i)100
    %
    
    
    a) & i) 100
    %TMM Logistics, S.A. de C.V. and subsidiaries
    
    
    d) 100
    %
    
    
    d) 100
    %
    
    
    100
    %Operadora Portuaria de Tuxpan, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Terminal Marítima de Tuxpan, S.A. de C.V.
    
    
    100
    %
    
    
    j) 100
    %
    
    
    j) y r) 100
    %Marmex Offshore, S.A. de C.V.
    
    
    b) & h
    )
    
    
    b) & h
    )
    
    
    Buques Tanque del Pacífico, S.A. de C.V.
    
    
    c) & i)100
    %
    
    
    c) & i)100
    %
    
    
    c) & i
    )Buques Tanque del Golfo, S.A. de C.V.
    
    
    c) & i)100
    %
    
    
    c) & i)100
    %
    
    
    c) & i
    )Transportes Líquidos Mexicanos, LTD
    
    
    a) 100
    %
    
    
    a) 100
    %
    
    
    100
    %Personal Marítimo, S.A. de C.V.
    
    
    a) 100
    %
    
    
    a) 100
    %
    
    
    100
    %TMM Agencias, S.A. de C.V.
    
    
    a) & m)100
    %
    
    
    a) & m)100
    %
    
    
    100
    %Servicios de Logística de México, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Servicios en Operaciones Logísticas, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Lacto Comercial Organizada, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Marmex Marine Mexico, Inc. (formerly Seacor Marine Mexico, Inc)
    
    
    a) 100
    %
    
    
    a) 100
    %
    
    
    a) 100
    %Promotora Intermodal de Carga, S.A. de C.V.
    
    
    d
    )
    
    
    
    
    
    
    NL Cargo, S.A. de C.V.
    
    
    d
    )
    
    
    
    
    
    
    Marmex International Services, S.A. de C.V.
    
    
    e) & h
    )
    
    
    e) & h
    )
    
    
    Almacenadora de Depósito Moderno, S. A. de C. V.
    
    
    f) 100
    %
    
    
    f) 100
    %
    
    
    f) 100
    %TMM Parcel Tankers, S.A. de C.V.
    
    
    
    
    
    
    g) 100
    %
    
    
    g) 100
    %TMM Internacional Services, S.A. de C.V.
    
    
    
    
    
    
    g) & h
    )
    
    
    TMM División Marítima, S.A. de C.V.
    
    
    
    
    
    
    h) 100
    %
    
    
    100
    %TMM Continental, S.A. de C.V.
    
    
    
    
    
    
    i
    )
    
    
    TMM América, S.A. de C.V.
    
    
    
    
    
    
    i
    )
    
    
    TMM Remolcadores, S.A. de C.V.
    
    
    
    
    
    
    k) 100
    %
    
    
    100
    %Transporte Integral Doméstico, S.A. de CV.
    
    
    
    
    
    
    k
    )
    
    
    Multimodal Doméstica S.A. de C.V.
    
    
    
    
    
    
    n
    )
    
    
    TMM Flota Marítima, S.A. de C.V.
    
    
    
    
    
    
    n)100
    %
    
    
    100
    %TMM New Proyects, S de R.L. de C.V.
    
    
    
    
    
    
    n)100
    %
    
    
    
 F-7




---



##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 2006
    
    2007
    
    2008Inmobiliaria Ikusi, S.A.P.I. de C.V.
    
    
    
    
    
    
    n)100
    %
    
    
    100
    %Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.
    
    
    
    
    
    
    n)100
    %
    
    
    100
    %Ficorsa Corporate Services, S.A.P.I. de C.V.
    
    
    
    
    
    
    
    
    
    
    p) 100
    %Sedirsa Promotora, S.A. de C.V.
    
    
    
    
    
    
    
    
    
    
    p) 100
    %Northarc Express, S.A. de C.V.
    
    
    
    
    
    
    
    
    
    
    q
    )Promotora Satuiza, S.A. de C.V.
    
    
    
    
    
    
    
    
    
    
    r) 100
    %Promotora Satco, S.A. de C.V.
    
    
    
    
    
    
    
    
    
    
    r) 100
    %
  2006
    
    2007
    
    2008Autotransportación y Distribución Logística, S.A. de C.V.
    
    
    51
    %
    
    
    51
    %
    
    
    51
    %Administración Portuaria Integral de Acapulco, S.A. de C.V.
    
    
    51
    %
    
    
    51
    %
    
    
    51
    %Servicios Administrativos API Acapulco, S.A. de C.V.
    
    
    
    
    
    
    o)51
    %
    
    
    o)51
    %Seglo Operaciones Logísticas, S.A. de C.V.
    
    
    50
    %
    
    
    50
    %
    
    
    50
    %Nicte Inmobiliaria, S.A.P.I. de C.V
    
    
    
    
    
    
    m) 100
    %
    
    
    99
    %Repcorp, S.A. de C.V. and subsidiary
    
    
    
    
    
    
    100
    %
    
    
    92
    %Proserpec Servicios Administrativos, S.A.P.I. de C.V.
    
    
    
    
    
    
    
    
    
    
    p) 99.16
    %Servicios Directivos Sedise, S.A.P.I. de C.V.
    
    
    
    
    
    
    
    
    
    
    p) 99.13
    %
  2006
    
    2007
    
    2008Seglo, S.A. de C.V.
    
    
    39
    %
    
    
    39
    %
    
    
    39
    %Procesos Operativos de Materiales, S.A. de C.V.
    
    
    39
    %
    
    
    39
    %
    
    
    39
    %
 
 a)
    
    As a result of the merger of Transportes Marítimos México, S.A. and TMM Multimodal, S.A. de
C.V. into Grupo TMM, the following companies became wholly owned subsidiaries of Grupo TMM:
Marítima Mexicana, S.A. de C.V. (Marmex), Transportes Líquidos Mexicanos, LTD, Personal
Marítimo, S.A. de C.V., Servicios Mexicanos en Remolcadores, S.A. de C.V. (SMR), and TMM
Agencias, S.A. de C.V. On December 01, 2005, Grupo TMM acquired from Seacor Marine
International, LLC the company Marmex Marine Mexico, Inc. (formerly Seacor Marine Mexico,
Inc.) which owned 40% of the shares of Marítima Mexicana, S.A. de C.V. in the amount of $20.0
million.On March 3, 2006, Grupo TMM, through Newmarmex, S.A. de C.V., a subsidiary of TMM which is in
turn a subsidiary of Grupo TMM, obtained financing to buy Seacors interest in Marmex Marine
(Mexico).On March 2, 2006, Grupo TMM and Smit International, N.V. (Smit), a Dutch company that is the
Companys partner and minority interest shareholder in SMR, agreed to allow the Company to
purchase the 40% minority interest of SMR held by Smit for a price of $9.5 million. Approval
for the consummation of this transaction was received from the Manzanillo Integrated Port
Authority and the transaction was completed in May 2006.On May 15, 2006, SMR and Marmex merged with TMM, leaving TMM as the surviving entity.Lastly, on January 31, 2008 Newmarmex merged with TMM, with TMM as the surviving entity.b)
    
    On December 27, 2005, Marmex Offshore, S.A. de C.V. (Marmex Offshore) was incorporated in
Mexico City, Mexico, whose business activity consists of providing sea and river
transportation services.
 F-8




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 c)
    
    On June 20, 2005, the following companies were incorporated in the State of México: Buques
Tanque del Pacífico, S.A. de C.V. (BTP) and Buques Tanque del Golfo, S.A. de C.V. (BTG). The
business of both companies is sea and river transportation services.d)
    
    In October 2006, both Promotora Intermodal de Carga, S.A. de C.V. and NL Cargo, S.A. de C.V.,
merged with TMM Logistics, S.A. de C.V., with the latter as the surviving entity.e)
    
    On March 31, 2006, the company Marmex Internacional Services, S.A. de C.V. (MIS) was formed
in Mexico City, Mexico, whose business activity consists of providing sea and river
transportation services.f)
    
    On December 11, 2006, the company Almacenadora de Depósito Moderno, S.A. de C.V. (Ademsa)
was acquired for the amount of US $12.4 million, payment of which was complete as of December
31, 2008.g)
    
    On May 9, 2007, the companies TMM Parcel Tankers, S.A. de C.V. (TMM Parcel) and TMM
Internacional Services, S.A. de C.V. (TMM Internacional Services) were formed in Mexico
City, Mexico, whose business activity is providing support services for maritime platforms.h)
    
    As part of the corporate restructuring plan the Company implemented in 2007, on May 4, 2007,
there was a spin off of the company TMM División Marítima, S.A. de C.V. (TMM División)
(split company) from TMM. On July 19, 2007, there was a merger of Marmex Offshore, MIS and TMM
Internacional Services into TMM División, with the latter as the surviving entity.i)
    
    As a result of this restructuring plan, on May 9, 2007, there was a spin off of the companies
TMM Continental, S.A. de C.V. (TMM Continental) and TMM América, S.A. de C.V. (TMM
América) from BTG and BTP, respectively. Grupo TMM decided to sell TMM Continental and TMM
América to an unrelated party on November 23, 2007. By January 2008, BTG and BTP had merged
with TMM División, with the latter as the surviving entity.j)
    
    On June 1, 2007, Tecomar, S.A. de C.V. merged with Terminal Marítima de Tuxpan, S.A. de C.V.
(TMT), with the latter as the surviving entity.k)
    
    On August 29, 2007, the company TMM Remolcadores, S.A. de C.V. was formed in Mexico City,
whose business activity is providing support services for maritime platforms.l)
    
    On July 31, 2007, there was a spin off of the company Transporte Integral Doméstico, S.A. de
CV. (TID), an import and export company, from TMM. On December 20, 2007, TID was sold to an
unrelated party.m)
    
    On August 31, 2007, there was a spin off of the company Multimodal Doméstica, S.A. de C.V.,
whose business activity is providing agency and representation services for commercial and
industrial companies, from TMM Agencias, S.A. de C.V. This company was sold to an unrelated
party on November 23, 2007.n)
    
    On December 13, 2007, the following companies were formed in the State of Mexico: TMM Flota
Marítima, S.A. de C.V. and TMM New Projects, S.A. de C.V. whose business activity is the
providing of support services for maritime platforms. The companies Nicte Inmobiliaria,
S.A.P.I. de C.V. and Inmobiliaria Ikusi, S.A.P.I. de C.V., whose business activity is the
trading of urban real estate and the installation of communications systems, were also formed
on this date in the same place.Also on this date and in the State of Mexico, the company Comercializadora y Distribuidora
Milgret, S.A.P.I. de C.V., whose business activity is the trading of real estate, properties,
and property rights, was formed.On June 15, 2008, TMM Flota Marítima merged with TMM División, with the latter as the surviving
entity.o)
    
    On December 28, 2007, the company Servicios Administrativos API Acapulco, S.A. de C.V. was
formed in the State of Guerrero, whose business activity is to provide outsourced personnel
and consulting services.p)
    
    On October 1, 2008, there was a spin off of Inmobiliaria TMM, S.A. de C.V., forming the
following companies in the State of Mexico: Proserpec Servicios Administrativos, S.A.P.I. de
C.V., Servicios Directivos
 F-9




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 Sedise, S.A.P.I. de C.V., Ficorsa Corporate Services S.A.P.I. de C.V., and Sedirsa Promotora
S.A. de C.V., whose business activity is to provide personnel and consulting services.q)
    
    On November 10, 2008, there was a spin off from Grupo TMM of the company Northarc Express,
S.A. de C.V., whose business activity is the trading, import and export, representation,
procurement, warehousing, distribution, and general sale of all class of industrial
technology, technical goods, and products in the general market as permitted by law. This
company was sold to an unrelated party on December 30, 2008.r)
    
    On December 1, 2008, there was a spin off from TMT of the following companies: Promotora
Satuiza, S.A. de C.V. and Promotora Satco, S.A. de C.V., whose business activity is the
general trading of industrial technology, technical goods, and products in the general market
as permitted by law.
 2 Changes in accounting policies and future accounting pronouncements:
 Presentation of Financial Statements (Revised 2007)
  Operating Segments Segment Reporting
   Borrowing Costs (Revised)
  Business Combinations (Revised 2008)
  F-10




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 Consolidated and Separate Financial Statements (Revised 2008)
  Share-based Payment
   Borrowing Costs
 3 Summary of significant accounting policies:
     Presentation of
Financial Statements (Revised 2007)
    F-11




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 Subsidiaries
    Associates
       The Effects of
Changes in Foreign Exchange Rates
 F-12




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  Increase (Decrease) to:
    
    2006
    
    2007
    
    2008Net income for the year
    
    $
    837
    
    
    $
    229
    
    
    $
    (9,450
    )Total assets
    
    
    1,181
    
    
    
    318
    
    
    
    (20,189
    )Non controlling interest
    
    
    5
    
    
    
    3
    
    
    
    (5
    )Stockholders equity
    
    
    1,176
    
    
    
    315
    
    
    
    (20,184
    )
                F-13




---



##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
                   F-14




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
                  F-15




---



##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
         4 Going concern:
     5 Non-current assets available for sale and discontinued operations:
  F-16




---



##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
         6 Taxes receivable:
  2006
    
    2007
    
    2008Income and Value Added Tax recoverable
    
    $
    10,322
    
    
    $
    9,369
    
    
    $
    4,440Asset tax recoverable
    
    
    
    
    
    
    142
    
    
    
    1,300Special tax on production and services
    
    
    162
    
    
    
    161
    
    
    
    1Other
    
    
    79
    
    
    
    51
    
    
    
    52$
    10,563
    
    
    $
    9,723
    
    
    $
    5,793
 F-17




---



##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 7 Other accounts receivable:
  2006
    
    2007
    
    2008Services for port, maritime, and other operations
    
    $
    10,926
    
    
    $
    14,936
    
    
    $
    11,499Insurance claims
    
    
    1,911
    
    
    
    2,521
    
    
    
    2,718Employees
    
    
    2,515
    
    
    
    2,289
    
    
    
    1,173Other
    
    
    1,433
    
    
    
    2,502
    
    
    
    2,539Former stockholders of Ademsa
    
    
    1,016
    
    
    
    698
    
    
    
    $
    17,801
    
    
    $
    22,946
    
    
    $
    17,929
 8 Other current assets:
  2006
    
    2007
    
    2008Prepaid expenses
    
    $
    3,129
    
    
    $
    4,824
    
    
    $
    2,932Insurance
    
    
    934
    
    
    
    865
    
    
    
    393Prepaid insurance premiums
    
    
    324
    
    
    
    430
    
    
    
    211Other
    
    
    38
    
    
    
    
    
    
    
    $
    4,425
    
    
    $
    6,119
    
    
    $
    3,536
 9 Concession rights:
     EstimatedUseful Life2006
    
    
    2007
    
    
    2008
    
    
    (years)Administración Portuaria Integral de Acapulco(1)
    
    $
    6,783
    
    
    $
    6,783
    
    
    $
    6,783
    
    
    
    12Transportación Marítima Mexicana (see Note 1)(2)
    
    
    2,170
    
    
    
    2,170
    
    
    
    2,170
    
    
    
    8,953
    
    
    
    8,953
    
    
    
    8,953Accumulated amortization
    
    
    (5,001
    )
    
    
    (5,290
    )
    
    
    (5,562
    )Concession rights  net
    
    $
    3,952
    
    
    $
    3,663
    
    
    $
    3,391
  
 (1)
    
    Concession is due June 2021. F-18




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 (2)
    
    Concession is due January 2015. At January 2007, the total value of this concession
had been fully amortized. 10 Property, machinery, and equipment, net:
  2006Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Estimatedbeginning of
    
    
    
    
    
    
    
    
    
    Transfers
    
    
    
    
    
    end of
    
    usefulyear
    
    Additions
    
    Disposals
    
    and others
    
    Depreciation
    
    year
    
    life (years)Vessels
    
    $
    89,507
    
    
    $
    124,348
    
    
    $
    
    
    
    $
    5,831
    
    
    $
    12,107
    
    
    $
    207,579
    
    
    25Dry-docks:(major vessel repairs)
    
    
    1,641
    
    
    
    2,967
    
    
    
    
    
    
    
    2,408
    
    
    
    983
    
    
    
    6,033
    
    
    2.5Buildings and installations
    
    
    11,045
    
    
    
    
    
    
    
    
    
    
    
    631
    
    
    
    1,007
    
    
    
    10,669
    
    
    20 & 25Warehousing equipment
    
    
    92
    
    
    
    
    
    
    
    
    
    
    
    1,181
    
    
    
    23
    
    
    
    1,250
    
    
    10Computer equipment
    
    
    304
    
    
    
    137
    
    
    
    
    
    
    
    91
    
    
    
    176
    
    
    
    356
    
    
    3 & 4Terminal equipment
    
    
    1,486
    
    
    
    19
    
    
    
    
    
    
    
    185
    
    
    
    412
    
    
    
    1,278
    
    
    10Ground transportation
equipment
    
    
    14,796
    
    
    
    8,377
    
    
    
    367
    
    
    
    (1,869
    )
    
    
    1,269
    
    
    
    19,668
    
    
    4.5 & 10Other equipment
    
    
    1,519
    
    
    
    407
    
    
    
    
    
    
    
    494
    
    
    
    325
    
    
    
    2,095120,390
    
    
    
    136,255
    
    
    
    367
    
    
    
    8,952
    
    
    
    16,302
    
    
    
    248,928Lands
    
    
    14,070
    
    
    
    306
    
    
    
    381
    
    
    
    121
    
    
    
    
    
    
    
    14,116Constructions in progress
    
    
    31,357
    
    
    
    17,786
    
    
    
    22,886
    (1)
    
    
    (6,490
    )
    
    
    
    
    
    
    19,767$
    165,817
    
    
    $
    154,347
    
    
    $
    23,634
    
    
    $
    2,583
    (2)
    
    $
    16,302
    
    
    $
    282,811
 2007Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Estimatedbeginning of
    
    
    
    
    
    
    
    
    
    Transfers
    
    
    
    
    
    end of
    
    useful lifeyear
    
    Additions
    
    Disposals
    
    and others
    
    Depreciation
    
    year
    
    (years)Vessels
    
    $
    207,579
    
    
    $
    41,494
    
    
    $
    72
    
    
    $
    330
    
    
    $
    14,352
    
    
    $
    234,979
    
    
    25Dry-docks:(major vessel repairs)
    
    
    6,033
    
    
    
    5,221
    
    
    
    
    
    
    
    (741
    )
    
    
    4,452
    
    
    
    6,061
    
    
    2.5Buildings and installations
    
    
    10,669
    
    
    
    560
    
    
    
    
    
    
    
    2,781
    
    
    
    1,022
    
    
    
    12,988
    
    
    20 & 25Warehousing equipment
    
    
    1,250
    
    
    
    57
    
    
    
    
    
    
    
    83
    
    
    
    246
    
    
    
    1,144
    
    
    10Computer equipment
    
    
    356
    
    
    
    206
    
    
    
    
    
    
    
    29
    
    
    
    207
    
    
    
    384
    
    
    3 & 4Terminal equipment
    
    
    1,278
    
    
    
    814
    
    
    
    302
    
    
    
    223
    
    
    
    382
    
    
    
    1,631
    
    
    10Ground transportation
equipment
    
    
    19,668
    
    
    
    2,668
    
    
    
    4,482
    
    
    
    22,188
    
    
    
    2,307
    
    
    
    37,735
    
    
    4.5 & 10Other equipment
    
    
    2,095
    
    
    
    77
    
    
    
    2
    
    
    
    (341
    )
    
    
    393
    
    
    
    1,436248,928
    
    
    
    51,097
    
    
    
    4,858
    
    
    
    24,552
    
    
    
    23,361
    
    
    
    296,358Lands
    
    
    14,116
    
    
    
    
    
    
    
    
    
    
    
    9,422
    
    
    
    
    
    
    
    23,538Constructions in progress
    
    
    19,767
    
    
    
    49,643
    
    
    
    4,825
    
    
    
    (33,422
    )
    
    
    
    
    
    
    31,163$
    282,811
    
    
    $
    100,740
    
    
    $
    9,683
    
    
    $
    552
    
    
    $
    23,361
    
    
    $
    351,059
 F-19




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 2008Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Estimatedbeginning of
    
    
    
    
    
    
    
    
    
    Transfers
    
    
    
    
    
    end of
    
    usefulyear
    
    Additions
    
    Disposals
    
    and others
    
    Depreciation
    
    year
    
    life (years)Vessels
    
    $
    234,979
    
    
    $
    238,696
    
    
    $
    
    
    
    $
    45,822
    
    
    $
    19,201
    
    
    $
    500,296
    
    
    25Dry-docks:(major vessel repairs)
    
    
    6,061
    
    
    
    6,057
    
    
    
    
    
    
    
    (2,676
    )
    
    
    4,307
    
    
    
    5,135
    
    
    2.5Buildings and installations
    
    
    12,988
    
    
    
    49
    
    
    
    52
    
    
    
    188
    
    
    
    1,771
    
    
    
    11,402
    
    
    20 & 25Warehousing equipment
    
    
    1,144
    
    
    
    3
    
    
    
    
    
    
    
    184
    
    
    
    256
    
    
    
    1,075
    
    
    10Computer equipment
    
    
    384
    
    
    
    81
    
    
    
    5
    
    
    
    90
    
    
    
    216
    
    
    
    334
    
    
    3 & 4Terminal equipment
    
    
    1,631
    
    
    
    467
    
    
    
    
    
    
    
    (451
    )
    
    
    453
    
    
    
    1,194
    
    
    10Ground transportation
equipment
    
    
    37,735
    
    
    
    2,810
    
    
    
    1,559
    
    
    
    (1,660
    )
    
    
    4,173
    
    
    
    33,153
    
    
    4.5 & 10Other equipment
    
    
    1,436
    
    
    
    45
    
    
    
    
    
    
    
    20
    
    
    
    298
    
    
    
    1,203296,358
    
    
    
    248,208
    
    
    
    1,616
    
    
    
    41,517
    
    
    
    30,675
    
    
    
    553,792Lands
    
    
    23,538
    
    
    
    176
    
    
    
    
    
    
    
    (4,026
    )
    
    
    
    
    
    
    19,688Constructions in progress
    
    
    31,163
    
    
    
    153,436
    
    
    
    
    
    
    
    (70,339
    )
    
    
    
    
    
    
    114,260$
    351,059
    
    
    $
    401,820
    
    
    $
    1,616
    
    
    $
    (32,848
    )
    
    $
    30,675
    
    
    $
    687,740
 
 (1)
    
    Includes $19.3 million impairment of long-lived assets, and $3.6 million of
fiduciary rights cancellation.(2)
    
    Includes assets from the acquisition of subsidiaries for $2.5 million and $0.1
million of translation adjustment from a change in functional currency for certain
subsidiaries.  11 Prepaid expenses and other:
  2006
    
    2007
    
    2008Prepaid expenses
    
    $
    812
    
    
    $
    2,616
    
    
    $
    3,106Other share investments (1)
    
    
    2,221
    
    
    
    1,995
    
    
    
    2,057Security deposits
    
    
    440
    
    
    
    945
    
    
    
    764Derivative from interest rate hedging
    
    
    
    
    
    
    957
    
    
    
    $
    3,473
    
    
    $
    6,513
    
    
    $
    5,927
 
 (1)
    
    Includes investments in companies where the Company does not have a significant
influence or voting rights. 12 Investments in associates:
  Percentageof interest
    
    2006
    
    2007
    
    2008Seglo, S.A. de C.V.
    
    
    39
    %
    
    $
    3,859
    
    
    $
    4,660
    
    
    $
    3,969Procesos Operativos de Materiales, S.A. de C.V.
    
    
    39
    %
    
    
    23
    
    
    
    35
    
    
    
    53$
    3,882
    
    
    $
    4,695
    
    
    $
    4,022
 F-20




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 13 Intangible assets:
  2006Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Estimatedbeginning
    
    
    
    
    
    
    
    Transfers
    
    Amortization /
    
    Balance at
    
    useful lifeof year
    
    Additions
    
    Disposals
    
    and others
    
    Impairment
    
    end of year
    
    (years)Software
    
    $
    21
    
    
    $
    998
    
    
    $
    
    
    
    $
    (603
    )
    
    $
    22
    
    
    $
    394
    
    
    3 y 5Goodwill (Ademsa) (1)
    
    
    
    
    
    
    10,425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,425Trademarks (3)
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000$
    9,021
    
    
    $
    11,423
    
    
    $
    
    
    
    $
    (603
    )
    
    $
    22
    
    
    $
    19,819
 2007Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Estimatedbeginning
    
    
    
    
    
    
    
    Transfers
    
    Amortization /
    
    Balance at
    
    useful lifeof year
    
    Additions
    
    Disposals
    
    and others
    
    Impairment
    
    end of year
    
    (years)Software
    
    $
    394
    
    
    $
    456
    
    
    $
    
    
    
    $
    307
    
    
    $
    764
    
    
    $
    393
    
    
    3 y 5Goodwill(Ademsa)
(1)
    
    
    10,425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,425Goodwill (Auto Hauling)
(2)
    
    
    
    
    
    
    8,057
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,057Trademarks (3)
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000Non-competition rights
(4)
    
    
    
    
    
    
    10,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,300
    
    
    5$
    19,819
    
    
    $
    18,813
    
    
    $
    
    
    
    $
    307
    
    
    $
    764
    
    
    $
    38,175
 2008Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Estimatedbeginning
    
    
    
    
    
    
    
    Transfers
    
    Amortization /
    
    Balance at
    
    useful lifeof year
    
    Additions
    
    Disposals
    
    and others
    
    Impairment
    
    end of year
    
    (years)Software
    
    $
    393
    
    
    $
    304
    
    
    $
    
    
    
    $
    (306
    )
    
    $
    391
    
    
    $
    
    
    
    3 & 5Goodwill(Ademsa)
(1)
    
    
    10,425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,425Goodwill(Auto Hauling)
(2)
    
    
    8,057
    
    
    
    10
    
    
    
    
    
    
    
    (1,823
    )
    
    
    4,653
    
    
    
    1,591Trademarks (3)
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000Non-competition rights
(4)
    
    
    10,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,060
    
    
    
    8,240
    
    
    5$
    38,175
    
    
    $
    314
    
    
    $
    
    
    
    $
    (2,129
    )
    
    $
    7,104
    
    
    $
    29,256
 
 (1)
    
    This goodwill arises from the purchase of Ademsa (see Note 1f). The value of the
intangible asset for customer relations could not be reasonably estimated, therefore it is
included in the value for this goodwill.(2)
    
    The goodwill arises from the Auto Hauling assets purchase of identifiable operating
assets for the transportation of automotive vehicles. According with IAS 36 the Company
performed a goodwill assessment using the estimated cash flows, based on the business
combination for the following 10 years, as from 2007,
year in which this business was acquired, in addition it was estimated a perpetual value of the
assets at the end of the 10 years, to define the internal rate of return, resulting in an
impairment of $4.6 million.(3)
    

    On December 31, 2004, Grupo TMM acquired Marmex trademark rights from its former
partner Seacor Marine International, LLC, in the amount of $9.0 million, which was presented
as an item deducting the minority interest amount. As described in Note 1a), Grupo TMM
acquired such minority interest and therefore the trademark rights are now classified within
Intangible assets. F-21




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 (4)
    
    A stockholder with significant influence in the business decision making of Grupo
TMM decided to sell her interest. In view that this individual also had knowledge of business
plans, market condition, as well as relationships with customers and vendors of Grupo TMM, the
Board of Directors approved the Company on November 20, 2007, to enter into a non compete
agreement for a 5 year period with this individual; this agreement provides for a penalty of
$14.3 million in the event of non-compliance. 14 Financing:
  2006
    
    2007
    
    2008Net loansShort-term debt:Natexis Banques Populaires (1)
    
    $
    9,955
    
    
    $
    
    
    
    $
    DZ Bank (4)
    
    
    7,575
    
    
    
    
    
    
    
    DVB Bank América (4)
    
    
    
    
    
    
    6,500
    
    
    
    5,750DC Automotriz Servicios (5)
    
    
    
    
    
    
    1,625
    
    
    
    2,210Westlb LB AG (2)
    
    
    4,030
    
    
    
    
    
    
    
    Bank of Tokyo Mitsubishi (2)
    
    
    3,117
    
    
    
    
    
    
    
    Natixis(8)
    
    
    
    
    
    
    
    
    
    
    992Santander
Serfin, S.A. (6)
    
    
    226
    
    
    
    
    
    
    
    508HSBC, S.A. (6)
    
    
    555
    
    
    
    552
    
    
    
    436BBVA Bancomer, S.A. (6)
    
    
    254
    
    
    
    
    
    
    
    Interest payable
    
    
    1,843
    
    
    
    1,870
    
    
    
    11,166$
    27,555
    
    
    $
    10,547
    
    
    $
    21,062Long-term debt:Trust Certificates Program
(See note 16)
    
    $
    
    
    
    $
    260,762
    
    
    $
    615,610DZ Bank (4)
    
    
    24,725
    
    
    
    
    
    
    
    DVB Bank America (4)
    
    
    
    
    
    
    39,983
    
    
    
    35,641DC Automotriz Servicios (5)
    
    
    
    
    
    
    9,724
    
    
    
    10,887Natexis Banques Populaires (1)
    
    
    46,025
    
    
    
    
    
    
    
    Westlb LB AG
(2)
    
    
    41,031
    
    
    
    
    
    
    
    Bank of Tokyo Mitsubishi (2)
    
    
    29,620
    
    
    
    
    
    
    
    New Notes due 2007 (3)
    
    
    
    
    
    
    
    
    
    
    Natixis(8)
    
    
    
    
    
    
    
    
    
    
    9,766DEG-Deutsche Investition(7)
    
    
    
    
    
    
    
    
    
    
    8,500$
    141,401
    
    
    $
    310,469
    
    
    $
    680,404
 
 (1)
    
    In July 2005, Grupo TMM entered into two credit agreements to acquire two tanker vessels
(Amatlán II and Choapas II), in the amount of $42.3 million at an average fixed rate of 7.8%
for Amatlán II, and of $26 million at an average fixed rate of 8.0% for Choapas II, both with
quarterly installments of principal and interest and a due date of August 15, 2010. In
connection therewith, the Company established two trusts per each vessel; the first is
directed to secure revenue and debt repayment after obtaining the right to collect from PEMEX
the services rendered; and the second is directed to secure the vessel as collateral.With the products of the new Fiduciary Trust Certificates program issued July 19, 2007, the
Company prepaid the abovementioned debt in the amount of $52 million, including principal,
interest and associated transaction expenses.(2)
    
    In February 2006, Grupo TMM (through Marmex Offshore, S.A. de C.V., a subsidiary  see Note
1) entered into two loan agreements to finance the purchase of 8 offshore vessels (Isla Arcas,
Isla Azteca, Isla Guadalupe, Isla Colorada, Isla Creciente, Isla de Cedros, Isla Miramar and
Isla Verde). In August and September 2006, the F-22




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 Company amended and supplemented one of these
loan agreements to finance the purchase of an additional 2 offshore vessels (Isla Arboleda and
Isla del Toro). The first three vessels (Isla Arcas, Isla Azteca and Isla Guadalupe) were
financed through a single $19.8 million facility with a fixed rate of 8.12% maturing February
27, 2013; the next five vessels (Isla Colorada, Isla Creciente, Isla de Cedros, Isla Miramar
and Isla Verde) were financed through a $31.9 million facility with an initial rate of 8.17%
(comprised of a senior loan priced at Libor plus 200 basis points and a junior loan priced at
15.0% fixed) and maturing on February 27, 2013. In addition, the Isla Arboleda and Isla del
Toro were financed with an addition of $4.9 million and $25.4 million, respectively, to this
last facility, and with an initial rate of 8.58% and 8.53%, respectively (comprised of a
senior loan priced at Libor plus 200 basis points and a junior loan priced at 15.0%
fixed). Both additions also mature on February 27, 2013. The facilities described above have
a schedule of repayment of principal and interest on a quarterly basis. In connection
therewith, the Company established two trusts per each loan facility: the first is directed to
secure revenue and debt repayment after obtaining the right to collect the services rendered
to PEMEX Exploration and PEMEX Refining, and other clients; and, the second is directed to
secure the vessels as collateral.With the products of the new Fiduciary Trust Certificates program issued July 19, 2007, the
Company prepaid $78.8 million of the abovementioned debt, including principal, interest and
associated transaction expenses.(3)
    
    The 2003 notes represented ten-year instruments bearing 9.50% annual interest (9.25% annually
up to November 14, 2000) through May 15, 2003. On such date, the Company defaulted on its
obligation to pay the principal amount and accrued unpaid interest on the 2003 notes, and the
accrued unpaid interest on its 2006 notes. As a result, the Company began negotiations with a
representative committee of holders of 2003 and 2006 notes, for which the Company retained the
firms of Miller, Buckfire, Lewis LLC (now Miller, Buckfire LLC) and Milbank, Tweed, Hadley &
McCloy as legal and financial advisors, respectively, in the United States, and the firms of
Elek, Moreno-Valle y Asociados, S.C. and Quijano, Cortina, López y de la Torre, S.C. as
financial and legal advisors, respectively, in Mexico. The Company also supported the creation
of an informal committee of holds of 2003 and 2006 notes, who, in turn, retained the firms of
Houlihan, Lokey, Howard & Zukin and Akin, Gump, Strauss, Hauer & Feld as financial and legal
advisors, respectively, for the committee, in the United States, and Frank, Galicia y Robles,
S.C. (now Galicia y Robles, S.C.) as the legal advisors for this committee in Mexico.After various months of negotiations, on August 11, 2004, Grupo TMM completed the Exchange
Offer for its New Senior Secured Notes expiring in 2007 (the New Notes due 2007) upon the
closing of a private exchange offer. Pursuant to the Exchange Offer, an aggregate amount of
$170.7 million or approximately 96.5% of the 2003 notes were tendered and an aggregate amount
of $197.1 million or approximately 98.6% of the 2006 notes were tendered. Holders of the 2003
and 2006 notes who tendered their respective 2003 and 2006 notes pursuant to the Exchange Offer
received approximately $459.5 million aggregate principal amount of New Notes due 2007.With regards to the exchange offer, Grupo TMM sought a request for consent from the holders of
the 2006 notes to make the amendments proposed to the clauses of the loan agreement that
governs the 2006 Notes, which eliminated practically all the covenants set forth therein.On August 11, 2004, Grupo TMM also completed the private placement of approximately $6.5
million principal amount of Senior Secured Notes to Promotora Servia, an affiliate owned by
members of the Serrano Segovia family, and $13.7 million principal amount of Senior Secured
Notes to J.B. Hunt Inc. Both private placements were accepted as consideration for the
cancellation of outstanding obligations of the Company with such parties.Also on August 11, 2004, with net proceeds from the sale of an additional $29 million in face
amount of New Notes due 2007, the Company paid a) $7.2 million in cash in respect of the
principal amount, plus accrued
unpaid interest on all of the 2003 notes that were not tendered in the Exchange Offer, b) $0.4
million in cash in respect of the accrued unpaid interest on the 2006 notes that were not
tendered in the Exchange Offer, and c) Financial advisory and other fees related to the
consummation of the Exchange Offer.The New Secured Notes due 2007 represent a three-year senior and secured (by virtually all of
the Companys assets, including a pledge of the Grupo TFM shares held by TMM Multimodal)
obligation (extendable to four years at the option of the Company under certain circumstances),
for an initial principal amount of $508.7 F-23




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 million and with an annual interest of 10.5% if
interest is paid entirely in cash, or of 12.0% if the Company elects to pay the interest due in
a combination of a minimum due in cash of 2% annually and the remainder in kind (through the
issuance of additional New Notes 2007 or Companys American Depositary Shares (ADS). This
payment-in-kind interest rate increased to 12.5% for the period between August 1, 2006 and
February 1, 2007, and to 13.0% for the period between February 1, 2007 and August 1, 2007. If
the Company had elected to extend the maturity of the New Notes due 2007 until August 1, 2008,
it would had paid a pro rata portion of a cash fee equal to 4% of the then outstanding
principal amount under its New Notes due 2007, and the applicable rate would have been 12%
payable in cash only. Grupo TMM restricted cash in the amount of $347.9 million as of December
31, 2005, dedicated to prepay a portion of the New Notes 2007. Once this cash was applied to
the payment of the 2007 Bonds, the company was entitled to reduce in 100 base points the
interest rate applicable to cash payments (up to 9.5%) as a consequence of the aggregate
payment of such notes.On January 17, 2006 the Company used the Restricted Cash to redeem a partial amount of New
Notes due 2007, with a remaining balance of $16.9 million of restricted cash after such
payment. As a result of this partial redemption, the Company also received a reduction in the
interest rate payable in the New Notes due 2007, with 9.50% as the resulting rate. On May 15,
2006 the Company made another partial redemption of $1.1 million of New Notes due 2007,
resulting in an aggregate outstanding balance of $155.8 million.With the proceeds from the Securitization program (see note 15), on September 25, 2006 the
Company redeemed the balance of $155.8 million of New Notes due 2007 in full. The total amount
paid by the Company, including principal, accrued interest, fees and other expenses as
contemplated under the indenture of the New Notes due 2007 was $159.9 million.(4)
    
    In February 2006, Grupo TMM (through Newmarmex, S.A. de C.V. Newmarmex  See Note 1)
entered into a $18.0 million loan facility for the financing of twelve offshore vessels (Isla
Arena, Isla Ballena, Isla Clarion, Isla Coronado, Isla Cozumel, Isla de Lobos, Isla del
Carmen, Isla Montague, Isla Passavera, Isla Pelicano, Isla Tiburon and Marmex III) at a fixed
rate of 11.92% and maturing on February 16, 2010. In April 2006, Grupo TMM (through Marmex
International Services, S.A. de C.V. MIS  See Note 1) entered into a $21.8 million loan
facility for the financing of one offshore vessel (Isla Grande) at a fixed rate of 8.5% and
maturing on April 15, 2013. The facilities described above have a repayment schedule of
principal and interest on a quarterly basis. In connection therewith, the Company established
two trusts per each loan facility: the first is directed to secure revenue and debt repayment
after obtaining the right to collect the services rendered from PEMEX Exploration and
Production and other clients; and the second is directed to secure the vessels as collateral.
In February 2007 DZ Bank transferred the credit rights to DVB Bank, thus becoming the new
creditor.With the products of the new Fiduciary Trust Certificates program issued July 19, 2007, the
Company prepaid the 13 offshore vessels in the amount of $27.3 million, including principal,
interest and associated transaction expenses.In May and June 2007, the Company through its subsidiary TMM Parcel Tankers entered into a
borrowing transactions to acquire two chemical vessels (Maya and Olmeca), the first one with a
loan facility for $25.0 million, with an average interest rate of 7.42%, the senior note with a
fixed rate of 6.88%, and the junior note with a fix rate of 11.365%, the second vessel loan
facility for the amount of $27.5 million, with an average interest rate of 7.78%, the senior
note with a fixed rate of 7.21%, and the junior note with a fixed interest rate of 11.07025%.
Both loans are payable in monthly installments of principal and interest, maturing May 25,
2017, and June 19, 2017, respectively. Both facilities were contracted through the Companys
subsidiary TMM Parcel Tankers.(5)
    
    On July 19, 2007, the Company entered into a loan facility in Mexican pesos as part of the
Forced Assignment of Rights Agreement entered into with DC Automotriz Servicios S. de R.L. de
C.V. (now Daimler Financial Services México, S. de R.L. de C.V. Daimler) for the acquisition
of automotive transportation assets for
approximately US $8.9 million, ($123.7 million pesos) at a variable rate of the 91-day TIIE
rate plus 200 basis points, through its subsidiary Lacto Comercial Organizada, S.A. de C.V.
(Lacorsa); payable through 84 consecutive monthly installments on the principal plus
interests on outstanding balances, commencing January 2008 and maturing in December 2014.On June 4, 2008, the Company entered in a loan facility in Mexican pesos with Daimler for the
acquisition of 31 transportation units for approximately US $1.4 million ($19.8 million pesos)
at a fixed rate of 12.85%, F-24




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 through its subsidiary Lacorsa; payment for which is made on 60
consecutive monthly installments on the principal plus interests on outstanding balances,
maturing in June 2013.On September 26, 2008, the Company entered into a loan facility in Mexican pesos with Daimler
for the acquisition of 8 transportation units for approximately US $0.4 million ($5.2 million
pesos) at a fixed rate of 13.56%, through its subsidiary Lacorsa; payable through 60
consecutive monthly installments on the principal plus interests on outstanding balances,
maturing in September 2013.On October 31, 2008, the Company entered into a loan facility in Mexican pesos with Daimler
for the acquisition of 30 transportation units for approximately US $2.4 million ($33.1 million
pesos) at a fixed rate of 13.56%, through its subsidiary Lacorsa; payable through 60
consecutive monthly installments on the principal plus interests on outstanding balances,
maturing in October 2013.On November 3, 2008, the Company entered into a loan facility in Mexican pesos with Daimler
for the acquisition of 30 transportation units for approximately US $1.3 million ($18.4 million
pesos) at a fixed rate of 13.56%, through its subsidiary Lacorsa; payment for which is made
on 60 consecutive monthly payments on the principal plus interests on outstanding balances,
maturing in November 2013.(6)
    
    In December 2006, Grupo TMM acquired the company Ademsa (see Note 1f), which had, at the
time, three loans in Mexican pesos from April, May, and October 2006; the first for US
$254,000, through a line of credit with BBVA-Bancomer, for working capital and / or current
accounts, with principal repayment at maturity and monthly interest payments at TIIE plus 320
basis points and maturing April 10, 2007 with an effective rate as of the end of 2006 of
10.53%; the second for US $226,000 through a line of credit with Santander-Serfín, for working
capital and / or current accounts, with principal repayment at maturity and monthly interest
payments at TIIE plus 200 basis points and maturing May 12, 2007 with an effective rate as of
the end of 2006 of 9.39%; and, the third for US $555,000 through a line of credit with HSBC,
for working capital and / or current accounts with principal repayment at maturity and monthly
interest payments at TIIE plus 534 basis points and maturing May 16, 2007 with an effective
rate as of the end of 2006 of 12.68%. On December 17, 2007, the Company entered into a loan
facility for $552,000 through a line of credit with HSBC, for working capital and / or current
accounts with principal repayment at maturity and monthly interest payments at TIIE plus 534
basis points and maturing on June 14, 2008, as of December 31, 2008 there is a balance of
approximately US $508,000 ($7.0 million pesos) with an effective rate as of December 31, 2008
of 11.25%; there is also a line of credit with HSBC for approximately US $436,000 dollars
($6.0 million pesos) for working capital and / or current accounts with principal repayment at
maturity and monthly interest payments at TIIE plus 8.366% and maturing December 5, 2009, as
of December 31, 2008 there is a balance of approximately US $436,000 ($6.0 million pesos) and
the effective rate as of December 31, 2008 is 13.75%.(7)
    
    On January 11, 2008, Grupo TMM entered into a loan facility listed in dollars to refinance
the purchase of Ademsa for $8.5 million, at a fixed rate of 8.01%, payable through 14
consecutive semiannual installments on principal plus interests on outstanding balances, with
a two year grace period on the principal and maturing in July 2014.(8)
    
    In January 2008, the Company entered into a loan facility in dollars, through its subsidiary
TMM Remolcadores, S.A. de C.V., to finance the purchase of two tugboats (TMM Tepalcates and
TMM Cuyutlán) for $11.9 million, at a fixed rate of 6.35%, with quarterly payments on
principal and interests on outstanding balances, and maturing in January 2015. The Company
established a Trust for this loan facility, securing the vessels as collateral. Covenants-
   F-25




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  2006
    
    2007
    
    2008Maturity
    
    Loans - net
    
    Loans - net
    
    Loans - net2008
    
    $
    24,104
    
    
    $
    
    
    
    $
    2009
    
    
    23,083
    
    
    
    29,113
    
    
    
    9,8962010
    
    
    35,165
    
    
    
    20,540
    
    
    
    9,3842011
    
    
    9,664
    
    
    
    20,123
    
    
    
    9,1082012
    
    
    9,664
    
    
    
    45,091
    
    
    
    9,0192013 and thereafter
    
    
    39,721
    
    
    
    195,602
    
    
    
    642,997$
    141,401
    
    
    $
    310,469
    
    
    $
    680,404
 A summary of the estimated fair values of the Companys debt as of December 31, 2006, 2007,
and 2008 is shown below:
 2006
    
    2007
    
    2008Book
    
    Fair
    
    Book
    
    Fair
    
    Book
    
    Fairvalue
    
    value
    
    value
    
    value
    
    value
    
    valueShort-term debt:Fixed-rate
    
    $
    17,147
    
    
    $
    17,147
    
    
    $
    6,500
    
    
    $
    6,500
    
    
    $
    7,667
    
    
    $
    7,667Variable-rate
    
    
    8,591
    
    
    
    8,591
    
    
    
    2,177
    
    
    
    2,177
    
    
    
    2,229
    
    
    
    2,229Transaction costs
    
    
    (26
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest payable
    
    
    1,843
    
    
    
    
    
    
    
    1,870
    
    
    
    
    
    
    
    11,166
    
    
    
    $
    27,555
    
    
    $
    25,738
    
    
    $
    10,547
    
    
    $
    8,677
    
    
    $
    21,062
    
    
    $
    9,896
 Book
    
    Fair
    
    Book
    
    Fair
    
    Book
    
    Fairvalue
    
    value
    
    value
    
    value
    
    value
    
    valueLong-term debt:Fixed-rate
    
    $
    81,991
    
    
    $
    81,991
    
    
    $
    42,500
    
    
    $
    42,500
    
    
    $
    697,085
    
    
    $
    697,085Variable-rate
    
    
    59,410
    
    
    
    59,410
    
    
    
    284,845
    
    
    
    284,845
    
    
    
    6,419
    
    
    
    6,419Transaction costs
    
    
    
    
    
    
    
    
    
    
    (16,876
    )
    
    
    
    
    
    
    (38,762
    )
    
    
    Interest payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,662
    
    
    
    $
    141,401
    
    
    $
    141,401
    
    
    $
    310,469
    
    
    $
    327,345
    
    
    $
    680,404
    
    
    $
    703,504
 15 Obligations from sale of receivables:
   F-26




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  2006
    
    2007
    
    20082006 Series
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000Payments made
    
    
    (4,846
    )
    
    
    (69,099
    )
    
    
    (81,384
    )195,154
    
    
    
    130,901
    
    
    
    118,616Interest payable
    
    
    1,756
    
    
    
    1,178
    
    
    
    1,068Transaction cost
    
    
    (7,566
    )
    
    
    (5,254
    )
    
    
    (3,678
    )Current portion
    
    
    (16,727
    )
    
    
    (13,463
    )
    
    
    (14,976
    )Obligations from the sale of long-term
accounts receivable
    
    $
    172,617
    
    
    $
    113,362
    
    
    $
    101,030
  2006
    
    2007
    
    2008Maturity
    
    
    
    
    
    Loans - net2007
    
    $
    16,727
    
    
    $
    
    
    
    $
    2008
    
    
    16,909
    
    
    
    12,285
    
    
    
    2009
    
    
    19,145
    
    
    
    13,908
    
    
    
    13,9082010
    
    
    64,751
    
    
    
    47,040
    
    
    
    47,0402011
    
    
    77,622
    
    
    
    31,408
    
    
    
    31,4082012
    
    
    
    
    
    
    26,260
    
    
    
    26,260$
    195,154
    
    
    $
    130,901
    
    
    $
    118,616
 Covenants-
  16 Trust certificates program:
     F-27




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
           F-28




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  2007
    
    2008First Tranche
    
    $
    275,121
    
    
    $
    217,805Second Tranche
    
    
    
    
    
    
    112,532Third Tranche
    
    
    
    
    
    
    318,721Payments made
    
    
    
    
    
    
    (11,855
    )275,121
    
    
    
    637,203Interest payable
    
    
    
    
    
    
    15,662Transaction cost
    
    
    (14,359
    )
    
    
    (37,255
    )Trust Certificates, long-term
    
    $
    260,762
    
    
    $
    615,610
 17 Balances and transactions with related parties:
  2006
    
    2007
    
    2008(*) Accounts receivable:Seglo Operaciones Logísticas (1)
    
    $
    62
    
    
    $
    29
    
    
    $
    28$
    62
    
    
    $
    29
    
    
    $
    28
 (*)
    
    The accounts receivable due from and payable to related parties were generated from
the services described in this Note transactions with related parties.(1)
    
    Seglo Operaciones Logísticas, S.A. de C.V. (Joint investment in the Logistics
Division) is a company with which Grupo TMM and its subsidiaries conduct supply and logistics operations for
the automotive industry, and in which a 50% interest is held.  2006
    
    2007
    
    2008Income:Management fees (1)
    
    $
    196
    
    
    $
    231
    
    
    $
    110Expense:Administrative expenses (2)
    
    
    2,843
    
    
    
    2,723
    
    
    
    4,370Fees (2)
    
    
    101
    
    
    
    99
    
    
    
    132
 
 (1)
    
    Includes principally management fees billed by Grupo TMM, S.A.B. and Servicios
Corporativos TMM, S.A. de C.V. to Seglo, S.A. de C.V., for $66, $57, and $58 for the years
ended December 31, 2006, 2007, and 2008, respectively, and also includes Seglo Operaciones
Logísticas, S.A. de C.V. billings to Seglo, S.A. de C.V., as of December 2006, 2007, and 2008
for $37, $84, and $52, respectively.(2)
    
    Management fees and trade commissions between Seglo, S.A. and Seglo Operaciones
Logísticas, S.A. de C.V. F-29




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  2006
    
    2007
    
    2008Short-term employee benefitsSalaries
    
    $
    5,670
    
    
    $
    6,365
    
    
    $
    4,306Social security costs
    
    
    89
    
    
    
    83
    
    
    
    113$
    5,759
    
    
    $
    6,448
    
    
    $
    4,419
 18 Accounts payable and accrued expenses:
  2006
    
    2007
    
    2008Taxes payable
    
    $
    9,386
    
    
    $
    17,067
    
    
    $
    11,732General expenses
    
    
    8,989
    
    
    
    11,477
    
    
    
    15,307Operating expenses
    
    
    16,793
    
    
    
    8,603
    
    
    
    6,445Salaries and wages
    
    
    2,038
    
    
    
    2,319
    
    
    
    3,138Purchased services
    
    
    407
    
    
    
    464
    
    
    
    2,265Other
    
    
    227
    
    
    
    197
    
    
    
    (59
    )$
    37,840
    
    
    $
    40,127
    
    
    $
    38,828
 19 Other long-term liabilities:
  2006
    
    2007
    
    2008Tax on dividends
    
    $
    4,384
    
    
    $
    4,384
    
    
    $
    4,384
  20 Stockholders equity:
 Capital stock-
  Dividends-
    F-30




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 Capital premium-
  Reserve for the purchase of common stock for treasury-
  21 Other (expenses) income  net:
  2006
    
    2007
    
    2008Gain on sale of subsidiaries (Note 1)
    
    $
    
    
    
    $
    4,975
    
    
    $
    17,726Taxes recovered, net of (expenses) incurred
    
    
    (55
    )
    
    
    5,811
    
    
    
    2,821Recovery from tanker vessel construction project
    
    
    
    
    
    
    
    
    
    
    1,128Goodwill impairment, transportation of
automotive business vehicles
    
    
    
    
    
    
    
    
    
    
    (4,653
    )Equipment leased
    
    
    
    
    
    
    (3,390
    )
    
    
    (3,821
    )Amortization of non-competition rights
    
    
    
    
    
    
    
    
    
    
    (2,060
    )Loss on the Repcorp stock purchase
    
    
    
    
    
    
    
    
    
    
    (1,058
    )Other  Net
    
    
    (139
    )
    
    
    231
    
    
    
    (754
    )Corporate restructuring expenses:Dismissal of senior management
    
    
    
    
    
    
    (7,049
    )
    
    
    Consulting
    
    
    
    
    
    
    (3,353
    )
    
    
    (363
    )Provision for consulting payments
    
    
    (1,530
    )
    
    
    (292
    )
    
    
    (310
    )Loss on sale of non-productive assets
    
    
    
    
    
    
    (1,289
    )
    
    
    Impairment of long-lived assets
    
    
    (21,262
    )
    
    
    
    
    
    
    Provision for labor contingencies
    
    
    (1,080
    )
    
    
    
    
    
    
    $
    (24,066
    )
    
    $
    (4,356
    )
    
    $
    8,656
 22 Gain (Loss) on exchange fluctuation  net
  Item
    
    2006
    
    2007
    
    2008Cash and cash equivalents
    
    $
    (24
    )
    
    $
    (590
    )
    
    $
    (1,460
    )Short-term investments
    
    
    (92
    )
    
    
    (1,415
    )
    
    
    (48,303
    )Accounts receivable
    
    
    (417
    )
    
    
    (289
    )
    
    
    (4,136
    )Other accounts receivable
    
    
    162
    
    
    
    (253
    )
    
    
    (591
    )Prepaid expenses
    
    
    (202
    )
    
    
    83
    
    
    
    (459
    )
 F-31




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 Item
    
    2006
    
    2007
    
    2008Trade payables
    
    
    (80
    )
    
    
    (118
    )
    
    
    2,943Accounts payable and accrued expenses
    
    
    188
    
    
    
    (198
    )
    
    
    8,222Debt
    
    
    114
    
    
    
    3,937
    
    
    
    201,283Assets and liabilities denominated in pesos
    
    
    (45
    )
    
    
    278
    
    
    
    (11,994
    )Gain (Loss) on exchange fluctuation -net
    
    $
    (396
    )
    
    $
    1,435
    
    
    $
    145,505
 23. Income tax, asset tax, corporate flat tax, and tax loss carryforwards
 Income Tax-
     2006
    
    2007
    
    2008Current income tax
    
    $
    (1,076
    )
    
    $
    (4,188
    )
    
    $
    (1,332
    )Deferred income tax
    
    
    29,288
    
    
    
    5,201
    
    
    
    (18,542
    )Net benefit (provision)
    
    
    28,212
    
    
    
    1,013
    
    
    
    (19,874
    )Asset tax and corporate flat tax
    
    
    (397
    )
    
    
    (169
    )
    
    
    (220
    )Benefit (provision) for income
taxes
    
    $
    27,815
    
    
    $
    844
    
    
    $
    (20,094
    )
  2006
    
    2007
    
    2008(Loss) profit before taxes and minority interest
    
    $
    (68,760
    )
    
    $
    (29,193
    )
    
    $
    95,534Income tax at 29% in 2006 and 28% in 2007
and 2008
    
    
    19,940
    
    
    
    8,174
    
    
    
    (26,750
    )Increase (decrease) resulting from:Difference in depreciation and amortization
    
    
    (19,365
    )
    
    
    (2,679
    )
    
    
    (46,520
    )Book revenue recognition from the trust certificates(1) program
    
    
    
    
    
    
    
    
    
    
    64,198Inventories
    
    
    7
    
    
    
    (416
    )
    
    
    94Inflationary and currency exchange effects
on monetary assets and liabilities  net
    
    
    (2,450
    )
    
    
    (2,912
    )
    
    
    34,444Tax revenue recognition from the trust certificates program
    
    
    
    
    
    
    (93,694
    )
    
    
    (2,806
    )Inflationary effects related to indexing, and exchange
rate devaluation on tax loss carry forwards  net
    
    
    48,528
    
    
    
    28,898
    
    
    
    (132,394
    )
 F-32




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 2006
    
    2007
    
    2008Provisions and allowance for doubtful accounts
    
    
    (3,163
    )
    
    
    4,699
    
    
    
    4,850Sale of assets
    
    
    367
    
    
    
    507
    
    
    
    2,158Valuation allowance on tax loss carryforwards
    
    
    (15,699
    )
    
    
    58,937
    
    
    
    79,625Non-taxable revenue
    
    
    791
    
    
    
    2,079
    
    
    
    3,446Sale of shares
    
    
    (390
    )
    
    
    1,282
    
    
    
    3,809Non-deductible expenses
    
    
    (3,956
    )
    
    
    (3,079
    )
    
    
    (3,957
    )Changes in enacted tax rates
    
    
    3,252
    
    
    
    (362
    )
    
    
    Others, net
    
    
    (47
    )
    
    
    (590
    )
    
    
    (291
    )Net benefit (provision) for income tax
    
    $
    27,815
    
    
    $
    844
    
    
    $
    (20,094
    )
 
 (1)
    
    This revenue was recognized for tax purposes in 2007.   2006
    
    2007
    
    2008Tax loss carryforwards
    
    $
    283,161
    
    
    $
    234,437
    
    
    $
    122,337Valuation allowance
    
    
    (147,220
    )
    
    
    (88,283
    )
    
    
    (8,657
    )135,941
    
    
    
    146,154
    
    
    
    113,680Income tax paid on dividends
    
    
    364
    
    
    
    
    
    
    
    Inventories and provisions  Net
    
    
    4,710
    
    
    
    5,655
    
    
    
    6,392Book revenue recognition from the trust certificates
    
    
    
    
    
    
    
    
    
    
    64,198Concession rights and property, machinery, and equipment
    
    
    (28,182
    )
    
    
    (35,991
    )
    
    
    (86,994
    )Net deferred tax assets
    
    $
    112,833
    
    
    $
    115,818
    
    
    $
    97,276
  Asset tax-
  Corporate flat tax (IETU)-
  F-33




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
    a)
    
    If the amount of the IETU exceeds Income Tax of the same period, the Company
will pay IETU. Pursuant to the foregoing, the Company will reduce Income Tax paid in
the same period from the IETU of the period.b)
    
    If the IETU is less than the Income Tax of the same period, the Company will
not pay IETU for the period.c)
    
    If the IETU base is negative due to deductions that exceed taxable income,
there will be no IETU due. In addition, the amount of that base multiplied by the IETU
rate results in a IETU credit that can be offset against Income Tax of the same period
or, if applicable, against the IETU for the subsequent ten tax years until exhausted.
 Tax loss carryforwards-
  Inflation-indexed amountsYear in which the
    
    up to June 2008, inloss was incurred
    
    thousands of U.S. dollars
    
    
    Year of expiration2005
    
    $
    120,552
    
    
    
    20152006
    
    
    41,461
    
    
    
    20162007
    
    
    8,488
    
    
    
    2017$
    170,501
 24 Financial information by segment
   F-34




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 EliminationbetweenSpecialized
    
    
    
    
    
    
    Ports and
    
    
    segments andmaritime
    
    
    Logistics
    
    
    terminals
    
    
    shared
    
    
    TotalDecember 31, 2006
    
    division
    
    
    division
    
    
    division
    
    
    accounts
    
    
    consolidatedTransportation revenues
    
    $
    146,425
    
    
    $
    93,890
    
    
    $
    8,121
    
    
    $
    (288
    )
    
    $
    248,148Costs and expenses
    
    
    (101,641
    )
    
    
    (94,511
    )
    
    
    (5,684
    )
    
    
    (18,646
    )
    
    
    (220,482
    )Depreciation and amortization
    
    
    (13,434
    )
    
    
    (1,814
    )
    
    
    (1,050
    )
    
    
    (234
    )
    
    
    (16,532
    )Earnings from transportation
    
    $
    31,350
    
    
    $
    (2,435
    )
    
    $
    1,387
    
    
    $
    (19,168
    )
    
    $
    11,134Costs, expenses, and incomes
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,774Net earnings for the year attributable to

Grupo TMM, S.A.B. stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,908Total assets by segment
    
    $
    450,639
    
    
    $
    125,604
    
    
    $
    62,801
    
    
    $
    
    
    
    $
    639,044Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,588
    )
    
    
    (3,588
    )Total assets
    
    $
    450,639
    
    
    $
    125,604
    
    
    $
    62,801
    
    
    $
    (3,588
    )
    
    $
    635,456Total liabilities by segment
    
    $
    276,377
    
    
    $
    93,217
    
    
    $
    273
    
    
    $
    
    
    
    $
    369,867Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,245
    
    
    
    74,245Total liabilities
    
    $
    276,377
    
    
    $
    93,217
    
    
    $
    273
    
    
    $
    74,245
    
    
    $
    444,112Total capital expenditures by segment
    
    $
    159,430
    
    
    $
    22,237
    
    
    $
    1,099
    
    
    $
    
    
    
    $
    182,766Shared capital expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,536
    
    
    
    1,536Total capital expenditures
    
    $
    159,430
    
    
    $
    22,237
    
    
    $
    1,099
    
    
    $
    1,536
    
    
    $
    184,302
 EliminationbetweenSpecialized
    
    
    
    
    
    
    Ports and
    
    
    segments andmaritime
    
    
    Logistics
    
    
    terminals
    
    
    shared
    
    
    TotalDecember 31, 2007
    
    division
    
    
    division
    
    
    division
    
    
    accounts
    
    
    consolidatedTransportation revenues
    
    $
    179,170
    
    
    $
    115,873
    
    
    $
    8,495
    
    
    $
    (282
    )
    
    $
    303,256Costs and expenses
    
    
    (116,974
    )
    
    
    (113,792
    )
    
    
    (6,067
    )
    
    
    (17,074
    )
    
    
    (253,907
    )Depreciation and amortization
    
    
    (18,136
    )
    
    
    (5,436
    )
    
    
    (1,046
    )
    
    
    (1,034
    )
    
    
    (25,652
    )Earnings from transportation
    
    $
    44,060
    
    
    $
    (3,355
    )
    
    $
    1,382
    
    
    $
    (18,390
    )
    
    $
    23,697Costs, expenses, and incomes
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (90,769
    )Net earnings for the period attributable to

Grupo TMM, S.A.B. stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (67,072
    )Total assets by segment
    
    $
    424,212
    
    
    $
    121,066
    
    
    $
    31,502
    
    
    $
    
    
    
    $
    576,780Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,394
    
    
    
    85,394Total assets
    
    $
    424,212
    
    
    $
    121,066
    
    
    $
    31,502
    
    
    $
    85,394
    
    
    $
    662,174Total liabilities by segment
    
    $
    430,485
    
    
    $
    138,445
    
    
    $
    3,987
    
    
    $
    
    
    
    $
    572,917Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,605
    )
    
    
    (29,605
    )Total liabilities
    
    $
    430,485
    
    
    $
    138,445
    
    
    $
    3,987
    
    
    $
    (29,605
    )
    
    $
    543,312Total capital expenditures by segment
    
    $
    56,874
    
    
    $
    44,765
    
    
    $
    911
    
    
    $
    
    
    
    $
    102,550Shared capital expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,961
    
    
    
    1,961Total capital expenditures
    
    $
    56,874
    
    
    $
    44,765
    
    
    $
    911
    
    
    $
    1,961
    
    
    $
    104,511
 F-35




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 EliminationbetweenSpecialized
    
    
    
    
    
    
    Ports and
    
    
    segments andmaritime
    
    
    Logistics
    
    
    terminals
    
    
    shared
    
    
    TotalDecember 31, 2008
    
    division
    
    
    division
    
    
    division
    
    
    accounts
    
    
    consolidatedTransportation revenues
    
    $
    206,818
    
    
    $
    134,315
    
    
    $
    8,032
    
    
    $
    13,790
    
    
    $
    362,955Costs and expenses
    
    
    (141,691
    )
    
    
    (140,103
    )
    
    
    (5,322
    )
    
    
    (33,484
    )
    
    
    (320,600
    )Depreciation and amortization
    
    
    (23,039
    )
    
    
    (6,255
    )
    
    
    (1,098
    )
    
    
    (727
    )
    
    
    (31,119
    )Earnings from transportation
    
    $
    42,088
    
    
    $
    (12,043
    )
    
    $
    1,612
    
    
    $
    (20,421
    )
    
    $
    11,236Costs, expenses, and incomes
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,697Net earnings for the period attributable to

Grupo TMM, S.A.B. stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    74,933Total assets by segment
    
    $
    858,052
    
    
    $
    124,578
    
    
    $
    32,796
    
    
    $
    
    
    
    $
    1,015,426Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,584
    
    
    
    72,584Total assets
    
    $
    858,052
    
    
    $
    124,578
    
    
    $
    32,796
    
    
    $
    72,584
    
    
    $
    1,088,010Total liabilities by segment
    
    $
    814,528
    
    
    $
    116,863
    
    
    $
    3,995
    
    
    $
    
    
    
    $
    935,386Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,559
    )
    
    
    (18,559
    )Total liabilities
    
    $
    814,528
    
    
    $
    116,863
    
    
    $
    3,995
    
    
    $
    (18,559
    )
    
    $
    916,827Total capital expenditures by segment
    
    $
    371,501
    
    
    $
    17,675
    
    
    $
    553
    
    
    $
    
    
    
    $
    389,729Shared capital expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,091
    
    
    
    12,091Total capital expenditures
    
    $
    371,501
    
    
    $
    17,675
    
    
    $
    553
    
    
    $
    12,091
    
    
    $
    401,820
 25 Employee benefits
    F-36




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  2006
    
    2007
    
    2008Labor cost
    
    $
    135
    
    
    $
    145
    
    
    $
    477Financial cost
    
    
    188
    
    
    
    757
    
    
    
    (73
    )Return on plan assets
    
    
    (170
    )
    
    
    (163
    )
    
    
    (266
    )Amortization of the transitory obligation
and variations in assumptions
    
    
    28
    
    
    
    (126
    )
    
    
    Effect from the reduction of personnel
    
    
    
    
    
    
    
    
    
    
    (640
    )Net period cost
    
    $
    181
    
    
    $
    613
    
    
    $
    (502
    )
  2006
    
    2007
    
    2008Labor cost
    
    $
    464
    
    
    $
    548
    
    
    $
    181Financial cost
    
    
    426
    
    
    
    537
    
    
    
    (1,429
    )Amortization of the transitory obligation
and variations in assumptions
    
    
    135
    
    
    
    210
    
    
    
    395Effect from the reduction of personnel
    
    
    
    
    
    
    
    
    
    
    45Net cost for the period
    
    $
    1,025
    
    
    $
    1,295
    
    
    $
    (808
    )
  2006
    
    2007
    
    2008Defined benefit obligation (DBO)
    
    $
    8,982
    
    
    $
    9,179
    
    
    $
    12,667Plan assets
    
    
    (1,905
    )
    
    
    (4,210
    )
    
    
    (1,486
    )Unamortized transition assets
    
    
    314
    
    
    
    21
    
    
    
    Reserve for pensions and seniority premiums
    
    $
    7,391
    
    
    $
    4,990
    
    
    $
    11,181
  2006
    
    2007
    
    2008DBO at the start of the year
    
    $
    8,797
    
    
    $
    8,982
    
    
    $
    9,179Labor cost
    
    
    135
    
    
    
    145
    
    
    
    477Financial cost
    
    
    750
    
    
    
    680
    
    
    
    (73
    )Benefits paid
    
    
    (936
    )
    
    
    (1,058
    )
    
    
    (914
    )Miscellaneous
    
    
    (28
    )
    
    
    (22
    )
    
    
    (2,334
    )Severance transfer
    
    
    
    
    
    
    
    
    
    
    5,017Actuarial loss (gain)
    
    
    264
    
    
    
    452
    
    
    
    1,315DBO at the end of the year
    
    $
    8,982
    
    
    $
    9,179
    
    
    $
    12,667
 F-37




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  2006
    
    2007
    
    2008Fair value of plan assets at beginning of year
    
    $
    1,963
    
    
    $
    1,905
    
    
    $
    4,210Return on plan assets
    
    
    170
    
    
    
    163
    
    
    
    266Plan contributions
    
    
    
    
    
    
    3,443
    
    
    
    550Benefits paid
    
    
    (135
    )
    
    
    (912
    )
    
    
    (601
    )Actuarial loss (gain)
    
    
    (93
    )
    
    
    (389
    )
    
    
    (2,939
    )Fair value at the end of year
    
    $
    1,905
    
    
    $
    4,210
    
    
    $
    1,486
  2006
    
    2007
    
    2008DBO
    
    $
    6,858
    
    
    $
    8,446
    
    
    $
    2,120Unamortized transition assets
    
    
    (886
    )
    
    
    (939
    )
    
    
    Severance reserve
    
    $
    5,972
    
    
    $
    7,507
    
    
    $
    2,120
  2006
    
    2007
    
    2008DBO at the start of the year
    
    $
    5,650
    
    
    $
    6,858
    
    
    $
    8,446Labor cost
    
    
    510
    
    
    
    548
    
    
    
    181Financial cost
    
    
    431
    
    
    
    533
    
    
    
    (1,429
    )Benefits paid
    
    
    (74
    )
    
    
    (685
    )
    
    
    (361
    )Miscellaneous
    
    
    137
    
    
    
    (142
    )
    
    
    (176
    )Transfer to pensions and seniority premium
    
    
    
    
    
    
    
    
    
    
    (5,017
    )Actuarial losses and gains
    
    
    204
    
    
    
    1,334
    
    
    
    476DBO at the end of the year
    
    $
    6,858
    
    
    $
    8,446
    
    
    $
    2,120
  2006
    
    2007
    
    2008Reserve for obligations at the start of the year
    
    $
    11,233
    
    
    $
    13,363
    
    
    $
    12,497Cost for the year
    
    
    1,206
    
    
    
    1,908
    
    
    
    (1,311
    )Changes in personnel
    
    
    421
    
    
    
    47
    
    
    
    (532
    )Modifications to the plan
    
    
    (2,687
    )
    
    
    
    
    
    
    Plan contributions
    
    
    
    
    
    
    (3,443
    )
    
    
    (550
    )Benefits paid charged to the reserve
    
    
    (443
    )
    
    
    (855
    )
    
    
    (673
    )Provision for indemnities recognized in capital
    
    
    3,633
    
    
    
    1,477
    
    
    
    3,870Reserve for obligations at the end of the year
    
    $
    13,363
    
    
    $
    12,497
    
    
    $
    13,301
   F-38




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 26 Net income (loss) per share
  2006
    
    2007
    
    2008Earnings (loss) for the year
    
    $
    69,908
    
    
    $
    (67,072
    )
    
    $
    74,933Weighted average number of
shares outstanding,
thousands per year
    
    
    56,963
    
    
    
    56,962
    
    
    
    56,189Earnings (loss) per share
    
    $
    1.227
    
    
    $
    (1.177
    )
    
    $
    1.334
 27 Commitments and contingencies
 a) Commitments -
 Concession fees -
  Leases and charters -
   Year
    
    2006
    
    2007
    
    20082007
    
    $
    46,962
    
    
    $
    
    
    
    $
    2008
    
    
    31,605
    
    
    
    52,398
    
    
    
    2009
    
    
    8,098
    
    
    
    13,532
    
    
    
    10,2692010
    
    
    
    
    
    
    4,836
    
    
    
    2011
    
    
    
    
    
    
    1,047
    
    
    
    $
    86,665
    
    
    $
    71,813
    
    
    $
    10,269
   Year
    
    2006
    
    2007
    
    20082007
    
    $
    3,181
    
    
    $
    
    
    
    $
    2008
    
    
    3,922
    
    
    
    4,369
    
    
    
    2009
    
    
    3,605
    
    
    
    4,064
    
    
    
    3,4372010
    
    
    3,068
    
    
    
    3,475
    
    
    
    2,7512011
    
    
    2,282
    
    
    
    2,611
    
    
    
    2,0672012 and thereafter
    
    
    3,526
    
    
    
    4,077
    
    
    
    3,231$
    19,584
    
    
    $
    18,596
    
    
    $
    11,486
 F-39




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 b) Contingencies -
 I) SSA Claims -
     II) RPS Claim -
    III) Mutual claims between WWS and TMM -
   IV) Other legal proceedings -
 -
    
    The Company is party to various other legal proceedings and
administrative actions, all of which are of an ordinary or routine nature and
incidental to its operations. Although it is impossible to predict the outcome of
any legal proceeding, in the opinion of the Companys management, such proceedings
and actions should not, individually or in the aggregate, have a material adverse
effect on the Companys financial condition, results of operations or liquidity.-
    
    The Company has significant dealings and relationships with related
parties. Because of these relationships, in accordance with the Mexican Income Tax
Law, the Company must obtain a transfer pricing study for the transactions that
took place during 2006, 2007, and 2008 that confirms that the terms of these
transactions are the same as those that would result from transactions among wholly
unrelated parties. The Company has 2006 and 2007 transfer pricing studies, and is
in the process of completing this study for 2008.
 F-40




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 28 Financial risk management, objectives and policies
        Fair value of financial instruments-
    Cash flow risk-
  F-41




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
  Foreign currency risk-
    2006
    
    2007
    
    2008Assets in Mexican pesos
    
    $
    50,035
    
    
    $
    88,458
    
    
    $
    164,334Assets in other currencies
    
    
    384
    
    
    
    411
    
    
    
    398Liabilities in Mexican pesos
    
    
    (47,453
    )
    
    
    (335,438
    )
    
    
    (692,034
    )Liabilities in other currencies
    
    
    (338
    )
    
    
    (258
    )
    
    
    (5,742
    )$
    2,628
    
    
    $
    (246,827
    )
    
    $
    (533,044
    )
  Commodity prices risk-
  Interest rate risks-
   F-42




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 Credit risk-
   Concentration of risk-
   Liquidity risk-
  Capital management-
  29 Subsequent events:
  
 F-43




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 ITEM 19. EXHIBITS
  ExhibitNo.
    
    Exhibit1.1
    
    Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered
with the Public Registry of Commerce on February 23, 2007
(translation) (incorporated by reference to Exhibit 1.2 of the
Annual Report on Form 20-F for the year ended December 31, 2007).2.1
    
    Specimen Ordinary Participation Certificate, together with an
English translation (incorporated herein by reference to Exhibit
4.1 of the Registration Statement on Form F-1  Registration No.
33-47334).2.2
    
    Form of Deposit Agreement for Series A Ordinary Participation
Certificate American Depositary Shares among the Company,
Citibank, as depositary and all holders and beneficial owners of
American Depositary Shares evidenced by the American Depositary
Receipts issued thereunder (incorporated by reference to Exhibit
4.4 of the Companys Registration Statement on Form F-4 
Registration No. 333-14194).2.3
    
    Trust Agreement, dated November 24, 1989 (the CPO Trust
Agreement), between Nacional Financiera, S.N.C., as grantor, and
as CPO Trustee, together with an English translation (incorporated
herein by reference to Exhibit 4.4 of the Registration Statement
on Form F-1  Registration No. 33-47334).2.4
    
    Public Deed, dated January 28, 1992, together with an English
translation (incorporated herein by reference to Exhibit 4.5 of
the Registration Statement on Form F-1  Registration No.
33-47334).2.7
    
    Letter Agreement, dated as of May 22, 2002, by and between
Citibank, N.A., as Depositary and the Company, supplementing the
Deposit Agreement for the Series A Ordinary Participation
Certificate American Depositary Shares (incorporated by reference
to the Registration Statement on Form F-3  Registration No.
333-90710).2.8
    
    Irrevocable Instruction Letter, dated as of May 22, 2002, between
the Company and Citibank, as Depositary (incorporated by reference
to the Registration Statement on Form F-3  Registration No.
333-90710).3.1
    
    CPO Trust Agreement (incorporated herein by reference to Exhibit
4.4 of the Registration Statement on Form F-1  Registration No.
33-47334).6.1*
    
    Computation of earnings per share under IFRS.7.1*
    
    Computation of ratio of earnings to fixed charge under IFRS.8.1*
    
    List of Main Subsidiaries.12.1*
    
    Section 302 Certification of Chief Executive Officer.12.2*
    
    Section 302 Certification of Chief Financial Officer.13.1*
    
    Section 906 Certification of Chief Executive Officer.13.2*
    
    Section 906 Certification of Chief Financial Officer.
 
 *
    
    Filed herewith. 97




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 
 SIGNATURES
  GRUPO TMM, S.A.B.By:
    /s/ Jacinto Marina CortesJacinto Marina CortesChief Financial Officer  98