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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, 2006
 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 Cuspide, No. 4755
Colonia Parques del Pedregal,
14010 Mexico City, D.F., Mexico  (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, 
without par value (Share)
    
    New York Stock Exchange (for listing purposes only)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 þ o
 o þ
 o þ




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##### Table of Contents



TABLE OF CONTENTS
 PagePART IITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    3ITEM 3. KEY INFORMATION
    
    
    3ITEM 4. INFORMATION ON THE COMPANY
    
    
    21ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    42ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    42ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    64ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    74ITEM 8. FINANCIAL INFORMATION
    
    
    76ITEM 9. THE OFFER AND LISTING
    
    
    77ITEM 10. ADDITIONAL INFORMATION
    
    
    80ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    90ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    92PART IIITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    92ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
    
    
    92ITEM 15. CONTROLS AND PROCEDURES
    
    
    92ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    93ITEM 16B. CODE OF ETHICS
    
    
    93ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    93ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    94ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
    
    
    94PART IIIITEM 17. FINANCIAL STATEMENTS
    
    
    94
 i




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PageITEM 18. FINANCIAL STATEMENTS
    
    
    94ITEM 19. EXHIBITS
    
    
    95Amended and Restated BylawsComputation of Earnings Per ShareComputation of Ratio of Earnings to Fixed ChargesList of SubsidiariesCertificationCertificationCertificationCertification
  EX-1.2: AMENDED AND RESTATED BYLAWS
 EX-6.1: COMPUTATION OF EARNINGS PER SHARE
 EX-7.1:
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 EX-8.1: LIST OF SUBSIDIARIES
 EX-12.1: CERTIFICATION
 EX-12.2: CERTIFICATION
 EX-13.1: CERTIFICATION
 EX-13.2: CERTIFICATION
 ii




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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 their existing agreements 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);




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
    
    Changes in fuel prices;
    
    Changes in legal or regulatory requirements in Mexico or the U.S.;
    
    The Companys ability to collect the $47 million Indemnity Escrow Note (the Indemnity Escrow
Note) from Kansas City Southern (KCS), an international rail operator that is publicly traded
on the New York Stock Exchange, due 2007 and the $40 million VAT Escrow Note (the VAT Escrow
Note) due 2010. The Indemnity Escrow Note and the VAT Escrow Note are subject to reduction
pursuant to the terms listed in the Indemnity Escrow Agreement (the Indemnity Escrow Agreement)
and the VAT Escrow Agreement (the VAT Escrow Agreement), respectively;
    
    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; and
    
    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.




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##### Table of Contents



3 
 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




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##### Table of Contents



4  GRUPO TMM, S.A.B. AND SUBSIDIARIES
 SELECTED CONSOLIDATED FINANCIAL DATA  ($ in millions, except per share data)
 Year Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002CONSOLIDATED INCOME STATEMENT DATA (IFRS):Transportation revenues
    
    $
    248.1
    
    
    $
    306.6
    
    
    $
    251.0
    
    
    $
    226.9
    
    
    $
    236.5Income (Loss) on transportation (a)
    
    
    11.1
    
    
    
    4.7
    
    
    
    3.4
    
    
    
    (5.1
    )
    
    
    (3.4
    )Other (expense) Income -Net (b)
    
    
    (24.1
    )
    
    
    (1.0
    )
    
    
    16.3
    
    
    
    (58.7
    )
    
    
    (3.5
    )Operating (Loss) Income ( c)
    
    
    (12.9
    )
    
    
    3.7
    
    
    
    19.7
    
    
    
    (63.8
    )
    
    
    (6.9
    )Interest Income
    
    
    4.6
    
    
    
    5.2
    
    
    
    1.5
    
    
    
    8.7
    
    
    
    1.6Interest Expense  Net (d)
    
    
    60.4
    
    
    
    94.7
    
    
    
    86.9
    
    
    
    65.3
    
    
    
    63.8Loss before benefit from (provision for) Income Taxes
    
    
    (68.8
    )
    
    
    (85.9
    )
    
    
    (65.7
    )
    
    
    (120.4
    )
    
    
    (69.1
    )Benefit from (Provision for) Income Taxes
    
    
    27.8
    
    
    
    62.0
    
    
    
    (43.7
    )
    
    
    (6.2
    )
    
    
    20.9Net Loss from continuing operations for the Year
    
    
    (40.9
    )
    
    
    (23.8
    )
    
    
    (109.4
    )
    
    
    (126.6
    )
    
    
    (48.1
    )Net Income from discontinued operations (e)
    
    
    111.4
    
    
    
    199.3
    
    
    
    9.5
    
    
    
    41.9
    
    
    
    5.0Net Income (Loss) for the year
    
    
    70.4
    
    
    
    175.5
    
    
    
    (99.9
    )
    
    
    (84.7
    )
    
    
    (43.2
    )Attributable to Minority interest
    
    
    0.5
    
    
    
    4.2
    
    
    
    2.7
    
    
    
    2.0
    
    
    
    (0.6
    )Attributable to equity holders of the Grupo TMM, S.A.B.
    
    
    69.9
    
    
    
    171.3
    
    
    
    (102.5
    )
    
    
    (86.7
    )
    
    
    (42.6
    )Loss per Share from continuing operations (f)
    
    
    (0.719
    )
    
    
    (0.419
    )
    
    
    (1.920
    )
    
    
    (2.222
    )
    
    
    (0.846
    )Earnings per Share from discontinued operations (e) (f)
    
    
    1.955
    
    
    
    3.500
    
    
    
    0.166
    
    
    
    0.736
    
    
    
    0.087Earnings (Loss) per Share from Net Income (Loss) for the year (f)
    
    
    1.236
    
    
    
    3.080
    
    
    
    (1.755
    )
    
    
    (1.488
    )
    
    
    (0.759
    )Earnings (Loss) attributable to equity holders of the Grupo TMM, S.A.B. per Share
(f)
    
    
    1.227
    
    
    
    3.007
    
    
    
    (1.800
    )
    
    
    (1.521
    )
    
    
    (0.748
    )Book value per share (g)
    
    
    3.207
    
    
    
    2.094
    
    
    
    (0.867
    )
    
    
    0.934
    
    
    
    2.456Weighted Average Shares Outstanding (000s)
    
    
    56,963
    
    
    
    56,963
    
    
    
    56,963
    
    
    
    56,963
    
    
    
    56,963U.S. GAAP :Transportation revenues
    
    $
    248.1
    
    
    $
    306.6
    
    
    $
    251.0
    
    
    $
    226.9
    
    
    $
    236.5Income (Loss) on transportation (a)
    
    
    7.5
    
    
    
    6.5
    
    
    
    4.4
    
    
    
    (8.5
    )
    
    
    1.1Operating Income (Loss) (c)
    
    
    (16.5
    )
    
    
    6.7
    
    
    
    23.7
    
    
    
    (60.3
    )
    
    
    4.1Loss before benefit from (provision for) income taxes, minority interest and
discontinued operations
    
    
    (62.7
    )
    
    
    (78.1
    )
    
    
    (71.4
    )
    
    
    (123.3
    )
    
    
    (53.3
    )Net Loss from continuing operations for the Year
    
    
    (35.8
    )
    
    
    (8.3
    )
    
    
    (114.2
    )
    
    
    (153.7
    )
    
    
    (57.8
    )Net Income (Loss) from discontinued operation (e)
    
    
    111.4
    
    
    
    119.9
    
    
    
    (1.6
    )
    
    
    106.7
    
    
    
    68.4Net Income (Loss) for the year
    
    
    75.6
    
    
    
    111.6
    
    
    
    (115.8
    )
    
    
    (47.0
    )
    
    
    10.6Loss per share from continuing operations (f)
    
    
    (0.629
    )
    
    
    (0.146
    )
    
    
    (2.005
    )
    
    
    (2.698
    )
    
    
    (1.014
    )Earning (loss) per share from discontinued operations (e) (f)
    
    
    1.955
    
    
    
    2.105
    
    
    
    (0.027
    )
    
    
    1.872
    
    
    
    1.201Earning (Loss) per Share (f)
    
    
    1.326
    
    
    
    1.959
    
    
    
    (2.032
    )
    
    
    (0.826
    )
    
    
    0.187BALANCE SHEET DATA (at end of period) (IFRS):Cash and cash equivalents
    
    $
    21.7
    
    
    $
    52.9
    
    
    $
    46.3
    
    
    $
    65.1
    
    
    $
    27.3Restricted cash
    
    
    17.0
    
    
    
    347.9
    
    
    
    6.8
    
    
    
    5.9
    
    
    
    4.3Non  Current Assets Classified as Held For Sale (h)
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    2,080.5
    
    
    
    2,142.2
    
    
    
    2,347.7Total Current Assets
    
    
    168.7
    
    
    
    470.9
    
    
    
    2,218.7
    
    
    
    2,287.4
    
    
    
    2,458.8Property, machinery and equipment-Net
    
    
    282.8
    
    
    
    165.8
    
    
    
    80.3
    
    
    
    75.1
    
    
    
    90.0Concessions-Net
    
    
    4.0
    
    
    
    4.4
    
    
    
    4.9
    
    
    
    5.4
    
    
    
    5.9Total Assets
    
    
    635.5
    
    
    
    793.1
    
    
    
    2,352.0
    
    
    
    2,466.6
    
    
    
    2,679.7Liabilities directly related with non-current assets classified as held for sale (h)
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    
    1,054.6
    
    
    
    1,139.2
    
    
    
    1,167.4Current portion of long term debt (i)
    
    
    27.6
    
    
    
    35.5
    
    
    
    26.5
    
    
    
    421.1
    
    
    
    200.4Obligations for sale of receivables short term(i)
    
    
    16.7
    
    
    
    
    
    
    
    20.0
    
    
    
    15.3
    
    
    
    48.8Long  term debt (i)
    
    
    141.4
    
    
    
    524.8
    
    
    
    469.4
    
    
    
    1.5
    
    
    
    196.5Obligations for sale of receivables long term(i)
    
    
    172.6
    
    
    
    
    
    
    
    49.8
    
    
    
    54.8
    
    
    
    32.4Capital stock
    
    
    121.2
    
    
    
    121.2
    
    
    
    121.2
    
    
    
    121.2
    
    
    
    121.2Stockholders Equity (Deficiency) attributable to equity holders of the Grupo TMM,
S.A.B.
    
    
    182.7
    
    
    
    119.3
    
    
    
    (49.4
    )
    
    
    53.2
    
    
    
    139.9Minority equity interest in subsidiaries
    
    
    8.7
    
    
    
    17.4
    
    
    
    686.0
    
    
    
    678.2
    
    
    
    765.5Total Stockholders Equity
    
    
    191.4
    
    
    
    136.7
    
    
    
    636.7
    
    
    
    731.4
    
    
    
    905.4




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5 Year Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002U.S. GAAP:Non  Current Assets Classified as Held For Sale (h)
    
    
    3⁄4
    
    
    
    3⁄4
    
    
    $
    2,234.2
    
    
    $
    2,357.6
    
    
    $
    2,473.8Total Assets
    
    $
    643.3
    
    
    $
    806.4
    
    
    
    2,538.4
    
    
    
    2,679.5
    
    
    
    2,800.2Liabilities directly related with non-current assets classified as held for sale (h)
    
    
    
    
    
    
    
    
    
    
    1,054.6
    
    
    
    1,167.3
    
    
    
    1,201.5Current portion of long term debt
    
    
    27.6
    
    
    
    35.5
    
    
    
    26.5
    
    
    
    426.2
    
    
    
    200.5Obligations for sale of receivables short term
    
    
    16.7
    
    
    
    
    
    
    
    20.0
    
    
    
    15.3
    
    
    
    48.8Long  term debt
    
    
    141.4
    
    
    
    547.1
    
    
    
    511.7
    
    
    
    1.5
    
    
    
    202.3Obligations for sale of receivables long term
    
    
    180.2
    
    
    
    
    
    
    
    55.0
    
    
    
    60.1
    
    
    
    39.8Stockholders Equity (Deficiency)
    
    
    182.8
    
    
    
    109.9
    
    
    
    (3.2
    )
    
    
    112.6
    
    
    
    159.7Minority equity interest in subsidiaries
    
    
    8.7
    
    
    
    17.4
    
    
    
    778.9
    
    
    
    793.3
    
    
    
    818.7OTHER DATA (IFRS):Incremental Capital Investments (j)
    
    $
    184.3
    
    
    $
    145.1
    
    
    $
    15.3
    
    
    $
    9.4
    
    
    $
    16.1Depreciation and Amortization
    
    
    16.5
    
    
    
    12.7
    
    
    
    10.3
    
    
    
    12.4
    
    
    
    19.6
 
 (a)
    
    See Results of Operations Income on Transportation for further details.(b)
    
    Includes mainly: (i) in the year ended December 31, 2006: impairment test in
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 ;(ii) 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 Mexico, Inc. and adjustment to the goodwill recorded; (iii) in the year ended December 31,
2004: credits related to recoverable taxes and loss from the sale of fixed assets; (iv) in the
year ended December 31, 2003: credits related to recoverable taxes, restructuring expenses, a
loss on the sale of subsidiaries and a loss from the sale of fixed assets; (v) in the year
ended December 31, 2002: credits related to recoverable taxes offset with a provision for a
management fee payable to Promotora Servia.(c)
    
    Includes the reclassification of income (expense)  net in accordance with IAS No.1:
Presentation of Financial Statements.(d)
    
    Interest expense, net of exchange gains and losses.(e)
    
    The results of discontinued operations represent the results of our Ports and
Terminals operations that were sold in May 2003 and the results of our Railroad operations
that were sold in April 2005. See Item 5. Results of Operations  Discontinued Operations
and Note 2 and Note 26 to our Financial Statements.(f)
    
    Based on the weighted average of outstanding shares during each period, restated to
reflect the reverse stock split, which occurred in October 2001, prior to the merger of TMM
with and into Grupo TMM. As of December 31, 2003, 2004, 2005 and 2006, the number of Shares
outstanding was 56,963,137. See Item 4. Information on the Company  History and Development
of the Company.(g)
    
    Book value per share: results from dividing total shareholders equity attributable
to equity holders of the Grupo TMM, S.A.B. by the outstanding shares at the end of each
period.(h)
    
    See Note 2 to the Financial Statements Non-current asset available for sale and
discontinued operations for further details.(i)
    
    Proceeds received as borrowings are net of transaction costs incurred in accordance
with IAS No. 39: Financial Instruments Recognition and Measurement.(j)
    
    See Item 5. Operating and Financial Review and Prospects  Liquidity and Capital
Resources  Capital Expenditures and Divestitures for further details.




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6 GRUPO TMM S.A.B. AND SUBSIDIARIES
SELECTED CONSOLIDATED OPERATING DATA
 Year Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002TRANSPORTATION REVENUES (IFRS):Mexrail operations (a)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    13.3Ports and terminals operations (b)
    
    
    8.1
    
    
    
    38.8
    
    
    
    26.6
    
    
    
    21.5
    
    
    
    21.5Maritime operations (c)
    
    
    146.4
    
    
    
    159.6
    
    
    
    127.8
    
    
    
    116.0
    
    
    
    123.2Logistics operations (d)
    
    
    93.9
    
    
    
    108.4
    
    
    
    97.6
    
    
    
    89.5
    
    
    
    79.1Intercompany revenues (e)
    
    
    (0.3
    )
    
    
    (0.2
    )
    
    
    (1.0
    )
    
    
    (0.1
    )
    
    
    (0.6
    )Total
    
    $
    248.1
    
    
    $
    306.6
    
    
    $
    251.0
    
    
    $
    226.9
    
    
    $
    236.5INCOME ON TRANSPORTATION (IFRS): (f)(g)Mexrail operations
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0.1Ports and terminals operations
    
    
    1.4
    
    
    
    0.9
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    1.6Maritime operations
    
    
    31.3
    
    
    
    22.2
    
    
    
    14.7
    
    
    
    8.0
    
    
    
    8.7Logistics operations
    
    
    (2.4
    )
    
    
    (1.0
    )
    
    
    4.3
    
    
    
    2.5
    
    
    
    4.0Shared corporate costs (f)
    
    
    (19.2
    )
    
    
    (17.4
    )
    
    
    (16.0
    )
    
    
    (16.0
    )
    
    
    (17.8
    )Total
    
    $
    11.1
    
    
    $
    4.7
    
    
    $
    3.4
    
    
    $
    (5.1
    )
    
    $
    (3.4
    )
 
 (a)
    
    The Mexrail operations consisted of The Texas Mexican Railway Companys operations until
March 2002, when Grupo TMM sold its controlling interest in Mexrail.(b)
    
    Ports and Terminals operations consist of Acapulco, Tuxpan, Shipping Agencies and Colombian
companies included until December 2005.(c)
    
    Maritime operations primarily consist of supply ships, product tankers, parcel tankers and
tugboats.(d)
    
    Our Logistics operations consist of trucking and intermodal transport, container maintenance
and repair and intermodal terminal operations.(e)
    
    Represents intercompany transactions between segments.(f)
    
    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. In 2003: $1.3 million in Maritime operations, $0.1 million in
Logistics operations and $1.8 million in shared corporate costs. In 2002: $0.1 million in
Maritime operations, $0.2 million in Logistics operations and $0.6 million in shared corporate
costs.(g)
    
    Includes allocated administrative costs: In 2006: $1.6 million in Ports and Terminals
operations, $5.1 million in Maritime operations, $5.9 million in Logistics operations and
$19.3 million in shared corporate costs. In 2005: $4.0 million in Ports and Terminals
operations, $4.4 million in Maritime operations, $5.9 million in Logistics operations and
$17.4 million in shared corporate costs. In 2004: $3.5 million in Ports and Terminals
operations, $4.5 million in Maritime operations, $5.4 million in Logistics operations and
$15.9 million in shared corporate costs. In 2003: $3.1 million in Ports and Terminals
operations, $9.0 million in Maritime operations, $4.6 million in Logistics operations and
$16.3 million in shared corporate costs. In 2002: $2.4 million in Ports and Terminals
operations, $10.2 million in Maritime operations, $5.9 million in Logistics operations, $1.1
million in The Tex-Mex Railway and $17.9 million in shared corporate costs. Average Shares Outstanding




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7 Dividends
  Exchange Rates
   Exchange RatesEnd ofYear Ended December 31,
    
    High(1)
    
    Low(1)
    
    Average(2)
    
    Year(3)2002
    
    
    10.44
    
    
    
    9.00
    
    
    
    9.67
    
    
    
    10.442003
    
    
    11.40
    
    
    
    10.11
    
    
    
    10.79
    
    
    
    11.242004
    
    
    11.63
    
    
    
    10.82
    
    
    
    11.29
    
    
    
    11.152005
    
    
    11.40
    
    
    
    10.41
    
    
    
    10.89
    
    
    
    10.632006
    
    
    11.48
    
    
    
    10.43
    
    
    
    10.90
    
    
    
    10.81
 Exchange RatesEnd of MonthMonthly,
    
    High(4)
    
    Low(4)
    
    Average(5)
    
    (6)Year 2007January
    
    
    11.09
    
    
    
    10.77
    
    
    
    10.95
    
    
    
    11.04February
    
    
    11.17
    
    
    
    10.92
    
    
    
    11.00
    
    
    
    11.17March
    
    
    11.19
    
    
    
    11.02
    
    
    
    11.11
    
    
    
    11.03April
    
    
    11.03
    
    
    
    10.93
    
    
    
    10.98
    
    
    
    10.93May
    
    
    10.93
    
    
    
    10.74
    
    
    
    10.82
    
    
    
    10.74June
    
    
    10.97
    
    
    
    10.71
    
    
    
    10.83
    
    
    
    10.79July (7)
    
    
    10.79
    
    
    
    10.75
    
    
    
    10.77
    
    
    
    10.75
 
 (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.(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 July 9, 2007.




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8 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 pay interest of and principal on 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 as a result of restrictive
covenants contained in our loan facilities and in our Securitization Facility in the original amount of $200 million;
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.
   Grupo TMM is primarily a holding company and depends upon funds received from its operating
subsidiaries to make payments on its indebtedness.




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9  (fondo de reserva)
   Restrictive covenants in our financing agreements, including the Securitization Facility and our
ship financings, may restrict our ability to pursue our business strategies.
  
    
    incur additional indebtedness;
 
    
    create or suffer to exist liens;
 
    
    make prepayments of particular indebtedness;
 
    
    make certain restricted payments, including the payment of dividends;
 
    
    make certain investments;
 
    
    engage in certain transactions with shareholders and affiliates;
 
    
    use assets as security in other transactions;
 
    
    issue guarantees;
 
    
    sell assets; and
 
    
    engage in certain mergers and consolidations or in sale-leaseback transactions.
   We have to service our dollar denominated debt with revenues generated in Mexican pesos or other
currencies, as we do not generate sufficient revenue in dollars from our operations to service all
of our dollar 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 Mexican peso.




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10   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.
   W e have had a history of net losses. If we are unable to maintain profitability and generate
positive cash flow, we may not be able to continue operations.
  If our time charter arrangements are terminated or expire, our business could be adversely
affected.




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11 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.
  
    
    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.
  Significant competition could adversely affect our future financial performance.




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12  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.
  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 its 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.




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13   
    
    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.
  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 shipowners 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.




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14  The aging of our fleet may result in increased operating costs in the future, which could adversely
affect our earnings.
  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




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15 Secretaría
del Medio Ambiente y Recursos Naturales




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##### Table of Contents



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




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##### Table of Contents



Risks Relating to the Transaction with KCS
 Grupo TMM may receive more KCS shares in the future in lieu of cash payments.
   KCS obligations under the Amended and Restated Acquisition Agreement are unsecured.
  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;
    
    high domestic interest rates;
    
    wage and price controls;




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##### Table of Contents



18 
    
    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)
 
 (1)
    
    Mexico Consensus Board is formed by six firms recognized internationally
(American Chamber Mexico, Banamex, BBVA-Bancomer, Center for Economic Forecasting, Grupo Financiero
Scotiabank Inverlat and, Latin Source Mexico). 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 or results of operations.
   High interest rates in Mexico could increase our financing costs.
  Developments in other emerging market countries or in the U.S. may affect us and the prices of our
securities.




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##### Table of Contents



19  .
 Mexico may experience high levels of inflation in the future, which could adversely affect our
results of operations.
  2002
    
    
    5.70
    %2003
    
    
    3.98
    %2004
    
    
    5.19
    %2005
    
    
    3.33
    %2006
    
    
    4.05
    %2007 (five months ended May 31)
    
    
    0.46
    %
  Political events in Mexico could affect Mexican economic policy and our business, financial
condition and results of operations.
  (Partido Revolucionario Institucional) (Partido Acción Nacional)




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##### Table of Contents



20 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 are different from those 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.
  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.




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##### Table of Contents



21   
 ITEM 4. INFORMATION ON THE COMPANY
 History and Development of the Company
 (sociedad anonima de capital variable)
  escisión) escisión
 (sociedad anonima)
 Sociedades Anónimas Bursátiles Ley del
Mercado de Valores Sociedad Anónima Bursátil
 (Bolsa Mexicana de Valores) Ley General de Sociedades Mercantiles




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##### Table of Contents



22  Business Overview
 General
  Maritime Operations.
 Ports and Terminals Operations.
 Logistics Operations.
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,2006
    
    2005
    
    2004Maritime Operations
    
    $
    146.4
    
    
    $
    159.6
    
    
    $
    127.8Ports and Terminals Operations
    
    
    8.1
    
    
    
    38.8
    
    
    
    26.6Logistics Operations
    
    
    93.9
    
    
    
    108.4
    
    
    
    97.6Intercompany Revenues*
    
    
    (0.3
    )
    
    
    (0.2
    )
    
    
    (1.0
    )Total
    
    $
    248.1
    
    
    $
    306.6
    
    
    $
    251.0
 
 *
    
    Represents the elimination of intercompany transactions between segments.




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##### Table of Contents



23 Recent Developments
 Extension of Tugboat Services Concession in Manzanillo
  Mexican Peso-Denominated Trust Certificates Program
    Purchase of Two Tugboats
  Completion of ADEMSAs Purchase Audit
  Mutual Claims Asserted Between GrupoTMM and KCS
   SSA Claims




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##### Table of Contents



24  Tentative
Settlement of Leonardo, L.P.Claim
  Purchase of Two Chemical Tankers
  The Mexican Market
  Foreign Trade 2004-2006(a)As of December 31,(in millions of Dollars)2006
    
    2005
    
    2004Total Exports
    
    $
    259,421
    
    
    $
    213,711
    
    
    $
    187,999Total Imports
    
    $
    255,997
    
    
    $
    221,270
    
    
    $
    196,810Total Trade Flows
    
    $
    506,418
    
    
    $
    434,981
    
    
    $
    384,808Growth RateExports
    
    
    17.2%
    
    
    
    13.7%
    
    
    
    14.0%Growth RateImports
    
    
    15.7%
    
    
    
    12.4%
    
    
    
    15.4%Growth RateTotal
    
    
    16.4%
    
    
    
    13.0%
    
    
    
    14.7%Growth RateGDP(b)
    
    
    4.7%
    
    
    
    2.7%
    
    
    
    4.4%
 
 (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.   Discontinued Operations




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##### Table of Contents



25   Business Strategy
  Expansion of our Maritime Operations.
   Expansion of our Integrated Logistics Operations
  Expansion of our Alliances with Leading Companies in Multimodal Transportation and Logistics




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##### Table of Contents



26 Ports Operations
  Reducing Corporate Overhead and Other Operating Costs.
     Sources of Financing.
  Debt Refinancing.
  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 favored to be conducted by ships flying the
Mexican flag.
 Maritime Operations




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##### Table of Contents



27  Fleet Management
 (1)
  Total Dead
    
    Total CubicNumber of
    
    Weight Tons
    
    Meter CapacityVessel Type
    
    Vessels
    
    (in thousands)
    
    (in thousands)
    
    BHP(*)Offshore service vessels
    
    
    24
    
    
    
    22.0
    
    
    
    **
    
    
    
    4,859Product tankers
    
    
    7
    
    
    
    319.0
    
    
    
    349.3
    
    
    
    **Parcel tankers
    
    
    4
    
    
    
    57.9
    
    
    
    62.7
    
    
    
    **Tug
boats
    
    
    4
    
    
    
    1.6
    
    
    
    **
    
    
    
    3,937Total
    
    
    39
    
    
    
    400.5
    
    
    
    312.0
 
 (1)
    
    Bareboat Contract (vessel without crew).*
    
    Average Brake Horse Power.**
    
    Not applicable. Offshore Vessels
   Product Tankers




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##### Table of Contents



28 Vessel
    
    Year
    
    Flag
    
    Hull
    
    DWT(1)
    
    LOA(m)
    
    Beam(m)
    
    ChartererMonte Alban
    
    
    1987
    
    
    Mexican
    
    DS(2)
    
    
    36,000
    
    
    
    175
    
    
    
    32
    
    
    PemexGreen Point
    
    
    2003
    
    
    Liberia
    
    DH(3)
    
    
    49,511
    
    
    
    183
    
    
    
    32
    
    
    PemexKapadokia
    
    
    1984
    
    
    Liberia
    
    DB(4)
    
    
    46,828
    
    
    
    192
    
    
    
    31
    
    
    PemexPula
    
    
    2003
    
    
    Liberia
    
    DH(3)
    
    
    47,800
    
    
    
    183
    
    
    
    32
    
    
    Spot MarketChoapas II
    
    
    1992
    
    
    Mexican
    
    DH(3)
    
    
    44,646
    
    
    
    182
    
    
    
    30
    
    
    PemexAmatlan II
    
    
    2002
    
    
    Mexican
    
    DH(3)
    
    
    45,467
    
    
    
    182
    
    
    
    30
    
    
    Pemex
 
 (1)
    
    Dead weight tons.(2)
    
    Double side.(3)
    
    Double-hull.(4)
    
    Double bottom.   Parcel Tankers
   Capacity M3Vessel
    
    Flag
    
    Year
    
    LOA
    
    Beam
    
    Draft
    
    DWT*
    
    Total(m)
    
    (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
    
    
    
    14,102Lacandon
    
    Singapore
    
    
    2000
    
    
    
    124.3
    
    
    
    22.4
    
    
    
    9.1
    
    
    
    12,716
    
    
    
    14,313Azov Wind
    
    Marshall Islands
    
    
    1988
    
    
    
    151.3
    
    
    
    22.4
    
    
    
    12.2
    
    
    
    17,484
    
    
    
    17,512Total
    
    
    57,851
    
    
    
    62,727
 
 *
    
    Dead weight tons.




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##### Table of Contents



29 Harbor Towing
 Servicios Mexicanos en Remolcadores, S.A. de C.V.
 Customers and Contractual Arrangements
    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




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##### Table of Contents



30  Port
    
    Concession
    
    Date Awarded
    
    DurationAcapulco
    
    Integral port administration
    
    June 20, 1996
    
    25 years (with possibility of extension)Tuxpan
    
    Approximately 35,000 square yards of
waterfront
    
    September 25, 2000
    
    20 years (with the possibility of extension)Approximately 9,500 square yards 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
     Tuxpan
   Shipping Agencies




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##### Table of Contents



31 Logistics Operations
  Automotive Services
   Trucking Services
   Container Repair and Maintenance
  Intermodal Services
  TMM Plus




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##### Table of Contents



32  Operations with KCS
  Warehousing Services
  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




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##### Table of Contents



33   1 2 1 2
  Indemnity Escrow
  
    
    the Escrow Agent receiving joint written instructions from KCS and TMM to make such
reduction, specifying the amount thereof;
    
    the Escrow Agent receiving written instructions from KCS to make such reduction,
specifying the amount thereof, with a copy simultaneously sent to TMM, and the Escrow Agent
not receiving a written objection from TMM within ten business days of the date that such
instructions are received by the Escrow Agent and TMM; or
    
    the Escrow Agent receiving a final order, decree or judgment of a court of competent
jurisdiction, or arbitration tribunal, accompanied by an opinion of counsel that such
order, decree or judgment is final.
   TFM VAT Award; VAT Contingency Payment and VAT Escrow




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##### Table of Contents



34   
    
    the Escrow Agent receiving joint written instructions from KCS and TMM to make such
reduction, specifying the amount thereof;
    
    the Escrow Agent receiving written instructions from KCS to make such reduction,
specifying the amount thereof, with a copy simultaneously sent to TMM, and the Escrow Agent
not receiving a written objection from TMM within ten business days of the date that such
instructions are received by the Escrow Agent; or
    
    the Escrow Agent receiving a final order, decree or judgment of a court of competent
jurisdiction, or arbitration tribunal, accompanied by an opinion of counsel that such
order, decree or judgment is final.
  Stockholders Agreement




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##### Table of Contents



35 Registration Rights Agreement
    Consulting Agreement
   Marketing Arrangements
  tm




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##### Table of Contents



36   tm tm tm tm
  Sales and Marketing
   Systems and Technology




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##### Table of Contents



37  Competition
 Maritime Operations
      Logistics Operations
      REGULATORY FRAMEWORK
 Ley
de Navegación y Comercio Maritimos




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##### Table of Contents



38  (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
    
    
    The usual provisions enabling authorities to carry out inspections of vessel and
investigation of incidents;
    
    New regulations concerning registration of vessels and waivers to 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 to Mexican vessels;
    
    Where a foreign vessel is abandoned by the owners with their cargo on board, there
are provisions to 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 port and pilotage are also
regulated;
    
    Captains are responsible for damage and loss caused to vessel or port installations
due to negligence, lack of proper qualification, carelessness or bad faith, except for
instances where damage was caused by act of God or force majeure;




---



##### Table of Contents



39 
    
    Companies providing towage services must have insurance arrangements to cover their
liabilities to the satisfaction of the authorities;
    
    Pollution is regulated by international treaties; however this will only cover
CLC-type liabilities. Pollution in respect of other substances is dealt with under
local legislation which allows 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; and
    
    Towage.
 Environmental Regulation
 Ley General
de Equilibrio Ecológico y Protección al Ambiente Ley General de Prevención y Gestión Integral del Residuos




---



##### Table of Contents



40    Insurance




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##### Table of Contents



41 Organizational
Structure
  Country of
    
    Ownership
    
    VotingName
    
    Incorporation
    
    Interest
    
    InterestAdministración
Portuaria Integral de Acapulco S.A. de C.V. (Ports)*
    
    México
    
    
    51
    %
    
    
    51
    %Lacto Comercial Organizada, S.A. de C.V. (Trucking)
    
    México
    
    
    100
    %
    
    
    100
    %Autotransportación y Distribución Logística, S.A. de C.V.(Logistics)*
    
    México
    
    
    51
    %
    
    
    51
    %Transportación Marítima Mexicana, S.A. de C.V. (formerly Naviera del
Pacífico, S.A. de C.V.) (Product and Parcel Tankers, Offshore
and tugboat vessels)
    
    México
    
    
    100
    %
    
    
    100
    %Terminal Marítima de Tuxpan, S.A. de C.V. (Ports)
    
    México
    
    
    100
    %
    
    
    100
    %TMM Logistics, S.A. de C.V. (Logistics)
    
    México
    
    
    100
    %
    
    
    100
    %Seglo, S.A. de C.V. (Logistics)*
    
    México
    
    
    39
    %
    
    
    39
    %TMM Agencias, S.A. de C.V. (Ports)
    
    México
    
    
    100
    %
    
    
    100
    %Seglo
Operaciones Logísticas, S.A. de C.V (Logistics)
    
    México
    
    
    50
    %
    
    
    50
    %Buques Tanque del Golfo, S.A. de C.V. (Tankers)
    
    México
    
    
    100
    %
    
    
    100
    %Buques Tanque del Pacífico, S.A. de C.V. (Tankers)
    
    México
    
    
    100
    %
    
    
    100
    %New Marmex,
S.A. de C.V. (Offshore Vessels)
    
    México
    
    
    100
    %
    
    
    100
    %Marmex
Offshore, S.A. de C.V (Offshore Vessels)
    
    México
    
    
    100
    %
    
    
    100
    %Marmex
International Services, S. A. de C. V. (Offshore Vessels)(1)
    
    México
    
    
    100
    %
    
    
    100
    %Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing) (1)
    
    México
    
    
    100
    %
    
    
    100
    %
 
 (*)
    
    Less than wholly-owned by the Company.(1)
    
    See Note 1 to our Financial Statements. Property, Plant and Equipment
   Years Ended December 31,EstimatedUseful Life2006
    
    
    2005
    
    
    (Years)(In thousands of Dollars)API Acapulco
    
    $
    6,783
    
    
    $
    6,783
    
    
    
    25Tugboats in the port of Manzanillo
    
    
    2,170
    
    
    
    2,170
    
    
    
    88,953
    
    
    
    8,953Accumulated amortization
    
    
    (5,001
    )
    
    
    (4,512
    )Concession rights and related assetsnet
    
    $
    3,952
    
    
    $
    4,441




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##### Table of Contents



42  Years Ended December 31,Estimated TotalUseful Lives2006
    
    
    2005
    
    
    (Years)(In thousands of Dollars)Vessels
    
    $
    207,579
    
    
    $
    89,507
    
    
    25Dry-docks (major vessel repairs)
    
    
    6,033
    
    
    
    1,641
    
    
    2.5Buildings and installations
    
    
    10,669
    
    
    
    11,045
    
    
    20 and 25Warehousing equipment
    
    
    1,250
    
    
    
    92
    
    
    10Computer equipment
    
    
    356
    
    
    
    304
    
    
    3 and 4Terminal equipment
    
    
    1,278
    
    
    
    1,486
    
    
    10Ground transportation equipment
    
    
    19,668
    
    
    
    14,796
    
    
    4, 5 and 10Other equipment
    
    
    2,095
    
    
    
    1,519248,928
    
    
    
    120,390Land
    
    
    14,116
    
    
    
    14,070Construction in progress
    
    
    19,767
    
    
    
    31,357Total Property, Plant and Equipmentnet
    
    $
    282,811
    
    
    $
    165,817
 
 ITEM 4A. UNRESOLVED STAFF COMMENTS
 None.
 
 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 Executive Overview
    
    
    Reducing our corporate overhead: Over the last few years, we have significantly
reduced our operating costs by reducing corporate staff 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 their
current activities. Our projections for 2007 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 new systems platform allows
our customers to access information regarding the location and status of their cargo via
touch-tone telephone or computer. See Logistics Operations  TMM Plus.
    
    Selling our port businesses: On May 13, 2003, we sold our 51% interest in
TMMPyT, included in our Ports and Terminals segment (which included our ports operations at
Cozumel, Manzanillo, Veracruz and




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##### Table of Contents



43 Progreso), for approximately $114 million in cash,
subject to certain post-closing adjustments. Net proceeds from this sale were used to repay
amounts under our securitization facility and other short-term debt.
    
    Extending the maturity of our debt: During 2006, we repaid all of our public
debt instruments, including our 2006 and 2007 Notes, in full. We also entered into (i) a
$200.0 million securitization facility with Deutsche Bank AG that matures in September 2012
and (ii) other credit agreements to finance the acquisition of 3 offshore vessels.
However, we continue to review and analyze alternatives to refinance our debt to extend the
maturity and reduce interest expense thereof. See Recent Developments  Mexican
Peso-Denominated Trust Certificate Program.
    
    Selling our interest in Grupo TFM to KCS: On April 1, 2005, we completed the
sale of our interest in Grupo TFM to KCS. See 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 percent interest in TMM, our former offshore vessel joint venture
company dedicated to providing maritime offshore services in Mexicos Gulf Coast. As part
of this transaction, TMM also purchased five offshore vessels owned by Seacor and flagged
the vessels Mexican, 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 TMM 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 percent 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 $9.0
million. The concession to operate this business was recently renewed by the ports
authorities for an additional eight years until January 2015.
 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. Note 26 to the annual audited Financial Statements provides a
description of the principal differences between IFRS and U.S. GAAP as they relate to us, and a
reconciliation to U.S. GAAP of net income (loss) and total shareholders equity.
 General
  Year Ended December 31,2006
    
    
    2005
    
    
    2004(In millions of Dollars)Consolidated Transportation RevenuesMaritime Operations
    
    $
    146.4
    
    
    $
    159.6
    
    
    $
    127.8Ports and Terminals Operations
    
    
    8.1
    
    
    
    38.8
    
    
    
    26.6Logistics Operations
    
    
    93.9
    
    
    
    108.4
    
    
    
    97.6Intercompany revenues
    
    
    (0.3
    )
    
    
    (0.2
    )
    
    
    (1.0
    )Total
    
    $
    248.1
    
    
    $
    306.6
    
    
    $
    251.0Income on TransportationMaritime Operations
    
    $
    31.3
    
    
    $
    22.2
    
    
    $
    14.7Ports and Terminals Operations
    
    
    1.4
    
    
    
    0.9
    
    
    
    0.4Logistics Operations
    
    
    (2.4
    )
    
    
    (1.0
    )
    
    
    4.3Shared corporate costs
    
    
    (19.2
    )
    
    
    (17.4
    )
    
    
    (16.0
    )Total
    
    $
    11.1
    
    
    $
    4.7
    
    
    $
    3.4




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##### Table of Contents



44 Discontinued
Operations
   Income Statement
 Year Ended December 31,2006
    
    2005(1)
    
    2004(1)(In thousands of Dollars)Income StatementTransportation revenues
    
    
    
    
    
    $
    157,459
    
    
    $
    679,328Income on transportation
    
    
    
    
    
    $
    29,733
    
    
    $
    125,868
 
 (1)
    
    Reflects railroad operations as discontinued operations Transportation Revenues
 Year Ended December 31,2006
    
    
    2005(1)
    
    
    2004 (1)(In thousands of Dollars)Railroad Operations
    
    
    
    
    
    $
    170,088
    
    
    $
    699,223Intercompany
Revenues
    
    
    
    
    
    
    (12,629
    )
    
    
    (19,895
    )Total
    
    
    
    
    
    $
    157,459
    
    
    $
    679,328
 
 (1)
    
    Reflects railroad operations as discontinued operations  Operating Income
 Year Ended December 31,2006
    
    2005(1)
    
    2004(1)(In thousands of Dollars)Railroad Operations
    
    
    
    
    
    $
    29,733
    
    
    $
    125,868
 
 (1)
    
    Reflects railroad operations as discontinued operations




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##### Table of Contents



45 Fiscal Year ended December 31, 2006 Compared to Fiscal Year ended December 31, 2005
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,Y2006 vs.% of Net
    
    
    
    
    
    
    % of Net
    
    
    Y20052006
    
    
    Revenues
    
    
    2005
    
    
    Revenues
    
    
    % ChangePorts and Terminals Operations
    
    $
    8.1
    
    
    
    3.3
    %
    
    $
    38.8
    
    
    
    12.7
    %
    
    
    (79.1
    )%Maritime Operations
    
    
    146.4
    
    
    
    59.0
    %
    
    
    159.6
    
    
    
    52.0
    %
    
    
    (8.3
    )%Logistics Operations
    
    
    93.9
    
    
    
    37.8
    %
    
    
    108.4
    
    
    
    35.4
    %
    
    
    (13.4
    )%Intercompany Revenues (*)
    
    
    (0.3
    )
    
    
    (0.1
    )%
    
    
    (0.2
    )
    
    
    (0.1
    )%
    
    
    50.0
    %Total
    
    $
    248.1
    
    
    
    100.0
    %
    
    $
    306.6
    
    
    
    100.0
    %
    
    
    (19.1
    )%
 
 (*)
    
    Represents the elimination of intercompany transactions between segments.
Ports and Terminals Operations  Maritime Operations
  Logistics Operations
  Income on Transportation




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##### Table of Contents



46 Grupo TMM OperationsIncome on Transportation(1)(2)(3)($ in millions)Year Ended December 31,Y2006 vs.Y2005%2006
    
    
    2005
    
    
    ChangePorts and Terminals Operations
    
    $
    1.4
    
    
    $
    0.9
    
    
    
    55.6
    %Maritime Operations
    
    
    31.3
    
    
    
    22.2
    
    
    
    41.0
    %Logistics Operations
    
    
    (2.4
    )
    
    
    (1.0
    )
    
    
    (140.0
    )%Shared Corporate Costs
    
    
    (19.2
    )
    
    
    (17.4
    )
    
    
    (10.3
    )%Total
    
    $
    11.1
    
    
    $
    4.7
    
    
    
    136.2
    %
 
 (1)
    
    Operating results are reported as Income on Transportation in our Financial
Statements included elsewhere in this Annual Report.(2)
    
    Includes estimated allocated administrative costs. For 2006: $1.6 million in Ports
and Terminals Operations, $5.1 million in Maritime operations, $5.9 million in Logistics
Operations and $19.3 million in Shared Corporate Costs. For 2005: $4.0 million in Ports and
Terminals Operations, $4.4 million in Maritime operations, $5.9 million in Logistics
Operations and $17.4 million in Shared Corporate Costs.(3)
    
    Includes Restructuring Expenses. In 2005: $0.1 million in Maritime operations, $1.2
millions in Logistics operations, $0.3 millions in Ports and Terminals operations and $0.4
million in shared corporate costs. Ports and Terminals Operations
  Maritime Operations
  Logistics Operations
  Financial Expenses and Income  Net
 Financial Expenses and Income, Net($ in millions)Year Ended December 31,Y2006vs.Y20052006
    
    2005
    
    % ChangeFinancial expenses and income  net
    
    $
    55.8
    
    
    $
    89.6
    
    
    
    37.7
    %




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##### Table of Contents



Other (Expense) Income  Net
 Other (Expense) Income, Net($ in millions)Year Ended December 31,Y2006vs.Y20052006
    
    2005
    
    % ChangeOther (expense) income, net
    
    $
    (24.1
    )
    
    $
    (1.0
    )
    
    
    (2310.0
    )%
  Benefit for Income Taxes
 Benefit for Income Taxes($ in millions)Year Ended December 31,Y2006vs.Y20052006
    
    2005
    
    % ChangeBenefit for income taxes
    
    $
    27.8
    
    
    $
    62.0
    
    
    
    (55.2
    )%
  Minority Interest
 Minority Interest($ in millions)Year Ended December 31,Y2006vs.Y20052006
    
    2005
    
    % ChangeMinority interest
    
    $
    0.5
    
    
    $
    4.2
    
    
    
    (88.1
    )%
  Net Income for the year, attributable to equity holders of the Grupo TMM.
 Net Income ($ in millions)Year Ended December 31,Y2006vs.Y20052006
    
    2005
    
    % ChangeNet income for the period
    
    $
    69.9
    
    
    $
    171.3
    
    
    
    (59.2
    )%




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##### Table of Contents



48  Fiscal Year ended December 31, 2005 Compared to Fiscal Year ended December 31, 2004
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,Y2005 vs.% of Net
    
    
    
    
    
    
    % of Net
    
    
    Y20042005
    
    
    Revenues
    
    
    2004
    
    
    Revenues
    
    
    % ChangePorts and Terminals Operations
    
    $
    38.8
    
    
    
    12.7
    %
    
    $
    26.6
    
    
    
    10.6
    %
    
    
    45.9
    %Maritime Operations
    
    
    159.6
    
    
    
    52.0
    %
    
    
    127.8
    
    
    
    50.9
    %
    
    
    24.9
    %Logistics Operations
    
    
    108.4
    
    
    
    35.4
    %
    
    
    97.6
    
    
    
    38.9
    %
    
    
    11.1
    %Intercompany Revenues (*)
    
    
    (0.2
    )
    
    
    (0.1
    %)
    
    
    (1.0
    )
    
    
    (0.4
    %)
    
    
    80.0
    %Total
    
    $
    306.6
    
    
    
    100.0
    %
    
    $
    251.0
    
    
    
    100.0
    %
    
    
    22.2
    %
 
 (*)
    
    Represents the elimination of intercompany transactions between segments.
Ports and Terminals Operations  Maritime Operations
  Logistics Operations




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##### Table of Contents



49  Income on Transportation
   Grupo TMM OperationsIncome on Transportation(1)(2)(3)($ in millions)Year Ended December 31,Y2005vs.Y20042005
    
    
    2004
    
    
    % ChangePorts and Terminals Operations
    
    $
    0.9
    
    
    $
    0.4
    
    
    
    125.0
    %Maritime Operations
    
    
    22.2
    
    
    
    14.7
    
    
    
    51.0
    %Logistics Operations
    
    
    (1.0
    )
    
    
    4.3
    
    
    
    (123.3)
    %Shared Corporate Costs
    
    
    (17.4
    )
    
    
    (16.0
    )
    
    
    (8.7)
    %Total
    
    $
    4.7
    
    
    $
    3.4
    
    
    
    61.5
    %
 
 (1)
    
    Operating results are reported as Income on Transportation in our Financial
Statements included elsewhere in this Annual Report.(2)
    
    Includes estimated allocated administrative costs. For 2005: $4.0 million in Ports
and Terminals Operations, $4.4 million in Maritime operations, $5.9 million in Logistics
Operations and $17.4 million in Shared Corporate Costs. For 2004: $3.5 million in Ports and
Terminals Operations, $4.5 million in Maritime operations, $5.4 million in Logistics
Operations and $15.9 million in Shared Corporate Costs.(3)
    
    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. For 2004: $0.2 million in Maritime operations and $0.6
million in Shared Corporate Costs. Ports and Terminals Operations
  Maritime Operations
  Logistics Operations




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##### Table of Contents



50  Financial Expenses and Income  Net
 Financial Expenses and Income, Net($ in millions)Year Ended December 31,Y2005vs.Y20042005
    
    2004
    
    % ChangeFinancial expenses and income, net
    
    $
    89.6
    
    
    $
    85.3
    
    
    
    5.0
    %
  Other (Expenses) Income  Net
 Other (Expenses) Income, Net($ in millions)Year Ended December 31,Y2004vs.Y20052005
    
    2004
    
    % ChangeOther (expenses) income, net
    
    $
    (1.0
    )
    
    $
    16.3
    
    
    
    (106.1)
    %
  Benefit from (Provision for) Income Taxes
 Benefit from (Provision for) Income Taxes($ in millions)Year Ended December 31,Y2005vs.Y20042005
    
    2004
    
    % ChangeBenefit (provision) for income taxes
    
    $
    62.0
    
    
    $
    (43.7
    )
    
    
    241.9
    %




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##### Table of Contents



51 Minority Interest
 Minority Interest($ in millions)Year Ended December 31,Y2005vs.Y20042005
    
    2004
    
    % ChangeMinority interest
    
    $
    4.2
    
    
    $
    2.7
    
    
    
    55.6
    %
  Net Income (Loss) for the Period, attributable to equity holders of the Grupo TMM.
 Net Income (Loss)($ in millions)Year Ended December 31,Y2005vs.Y20042005
    
    2004
    
    % ChangeNet Income (loss) for the period
    
    $
    171.3
    
    
    $
    (102.5
    )
    
    
    267.1
    %
   Critical Accounting Policies
   Revenue Recognition.
 Financial Statement Translations into U.S. Dollars.




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##### Table of Contents



52  Financial Instruments.
 Deferred Income Taxes.
 Differences between IFRS and U.S. GAAP
   (in millions)Years ended December 31,2006
    
    2005
    
    2004Net income (loss) for the year
attributable to equity holders of
Grupo TMM, S.A.B.IFRS
    
    $
    69.9
    
    
    $
    171.3
    
    
    $
    (102.5
    )U.S. GAAP
    
    
    75.6
    
    
    
    111.6
    
    
    
    (115.8
    )Shareholders Equity (Deficiency)
attributable to equity holders of the
Grupo TMM, S.A.B.IFRS
    
    $
    182.7
    
    
    $
    119.3
    
    
    $
    (49.4
    )U.S. GAAP
    
    
    182.8
    
    
    
    109.9
    
    
    
    (3.2
    )




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##### Table of Contents



53 Recent Accounting Pronouncements
 IFRS
                   2005 stable platform.
  Multi-employer Plans Defined Benefit Plans
that Share Risks between Various Entities under Common Control Recognition of the Components of the Defined Benefit Cost in
Profit or Loss Disclosure recognition of actuarial
gains and losses




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##### Table of Contents



54     
    
    The accounting treatment in consolidated financial statements should not be
dependent on the currency of the monetary item; and
    
    The accounting should not depend on which entity within the group conducts a
transaction with the foreign operation.




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##### Table of Contents



55 U.S. GAAP
   (1)
    
    Recognition in the statement of financial position of the overfunded or underfunded status of the plans.(2)
    
    Recognition as a component of other comprehensive income, net of tax,
the actuarial gains and losses and the prior service costs and credits
that arise during the period but are not recognized as components of
net periodic benefit costs.(3)
    
    Recognition as an adjustment to retained earnings, net of tax, any
remaining transition asset or transition obligation.(4)
    
    Measurement of defined benefit plan assets and obligations as of the
date of the employers statement of financial position.(5)
    
    Disclosure of additional information in the notes to the consolidated
financial statements about certain effects on periodic benefit costs
in the upcoming fiscal year that arise from delayed recognition of the
actuarial gains and losses and the prior service costs and credits.




---



##### Table of Contents



56 Liquidity and Capital Resources




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##### Table of Contents



57    Information on Cash Flows
  Years Ended December 31,2006
    
    
    2005
    
    
    2004($ in thousands)Operating activities
    
    
    333,966
    
    
    
    (332,295
    )
    
    
    9,071Investing activities
    
    
    (103,255
    )
    
    
    437,644
    
    
    
    (13,904
    )Financing activities
    
    
    (261,926
    )
    
    
    (98,767
    )
    
    
    (13,992
    )Net decrease in cash and cash equivalents
    
    
    (31,215
    )
    
    
    6,582
    
    
    
    (18,825
    )Cash and cash equivalents at beginning
of year
    
    
    52,921
    
    
    
    46,339
    
    
    
    65,164Cash and cash equivalents at end of
year
    
    $
    21,706
    
    
    $
    52,921
    
    
    $
    46,339
  Our Cash Flows from Operating Activities
   Years Ended December 31,2006
    
    
    2005
    
    
    2004($ in thousands)Loss from continuing operations for the year
    
    $
    (40,945
    )
    
    $
    (23,871
    )
    
    $
    (109,362
    )Depreciation and amortization and other
amortization
    
    
    20,438
    
    
    
    28,789
    
    
    
    13,621




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##### Table of Contents



58 Years Ended December 31,2006
    
    
    2005
    
    
    2004($ in thousands)Amortization of discount on senior secured
debentures
    
    
    2,731
    
    
    
    2,419
    
    
    
    983(Benefit) provision for income taxes
    
    
    (27,815
    )
    
    
    (62,021
    )
    
    
    43,703Gain on sale of fixed assetsnet
    
    
    (3,934
    )
    
    
    (3,697
    )
    
    
    (344
    )Impairment test in long-lived assets
    
    
    21,262
    
    
    
    
    
    
    
    Total changes in operating assets and liabilities
    
    
    362,229
    
    
    
    (273,914
    )
    
    
    60,470Net cash provided by (used in) operating
activities
    
    $
    333,966
    
    
    $
    (332,295
    )
    
    $
    9,071
 Our Cash Flows from Investing Activities
    Our Cash Flows from Financing Activities
    Business Plan
  Maritime Operations




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##### Table of Contents



59  Ports and Terminals Operations
 Logistics Operations
  Our Ability
to Continue as a Going Concern
    Capital Expenditures and Divestitures
  Our Principal Capital Expenditures for the Last Three Years
($ in millions)
 Years Ended December 31,2006(a)
    
    
    2005(b)
    
    
    2004(c)Capital Expenditures by Segment:Ports and Terminals
    
    $
    1.0
    
    
    $
    1.3
    
    
    $
    0.6Specialized Maritime
    
    
    159.5
    
    
    
    93.7
    
    
    
    4.3Logistics
    
    
    22.3
    
    
    
    12.1
    
    
    
    7.0Corporate
    
    
    1.5
    
    
    
    38.0
    
    
    
    3.4Total
    
    $
    184.3
    
    
    $
    145.1
    
    
    $
    15.3
 
 (a)
    
    In 2006, capital expenditures include: (i) Ports and Terminals Operations: $0.9 million in
construction in process for the expansion and maintenance of port and terminal facilities and
$0.1 million in other related assets; (ii) Maritime Operations: $127.4 million in acquisition
of vessels, $11.0 million in construction in process for the expansion and $21.1 in
acquisition of shares of subsidiaries to minority shareholders, (iii) Logistics Operations:
$4.8 million in construction in process, $8.8 million in acquisition of a subsidiary and $8.7
million in operation equipment and fixed assets related ; and (iv) Corporate: $1.5 million in
strategic corporate projects.(b)
    
    In 2005, capital expenditures include: (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 to minority shareholders, (iii)
Logistics Operations: $7.8 million in




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##### Table of Contents



60 construction in process and $4.3 million in operation
equipment and fixed assets related ; and (iv) Corporate: $3.9 million in strategic corporate
projects and $34.1 million acquisition of shares of subsidiaries to minority shareholders.(c)
    
    In 2004, capital expenditures include: (i) Ports and Terminals Operations: $0.3 million in
construction in process for the expansion and maintenance of port and terminal facilities and
$0.3 million in other related assets; (ii) Maritime Operations: $4.3 million in equipment
improvements; (iii) Logistics Operations: $6.8 million in construction in process and $0.2
million in other fixed assets; and (iv) Corporate: $3.4 million in strategic corporate
projects and other shared fixed assets. Our Principal Capital Divestitures for the Last Three Years
($ in millions)
 Years Ended December 31,2006(a)
    
    
    2005(b)
    
    
    2004(c)Capital Divestitures:Sale of shares in subsidiary
    
    $
    
    
    
    $
    581.0
    
    
    $
    Other assets
    
    
    12.3
    
    
    
    1.7
    
    
    
    1.4Total
    
    $
    12.3
    
    
    $
    582.7
    
    
    $
    1.4
 
 (a)
    
    In 2006, capital divestitures include $12.3 million from the sale of other fixed assets.(b)
    
    In 2005, capital divestitures include: (i) $560.0 million from the sale of 51% participation
on GTFM to KCS and $21.0 million from the sale of shares of other subsidiaries and (ii) $1.7
million from the sale of other fixed assets.(c)
    
    In 2004, capital divestitures include: (i) $0.6 million from the sale of vessels and (ii)
$0.8 million from the sale of other fixed assets Outlook on Capital Expenditures
  Indebtedness
 Securitization Facility
  Disposition of Grupo TMMs interest in Grupo TFM to KCS  The Amended Acquisition Agreement




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##### Table of Contents



61 Disposition of Grupo TMMs interest in Grupo TFM to KCS
  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 pari passu
 1 pari
passu




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##### Table of Contents



62     Grupo TMM Senior Secured Notes due 2007
    Senior Convertible Notes




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##### Table of Contents



63 Other Debt
  Trend Information
     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)Product Tanker Financings (2)
    
    
    10,544
    
    
    
    20,502
    
    
    
    25,523
    
    
    
    
    
    
    
    56,569Offshore Vessels Financings (3)
    
    
    15,970
    
    
    
    26,207
    
    
    
    19,943
    
    
    
    49,226
    
    
    
    111,346Other debt (4)
    
    
    1,041
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,041Total
    
    $
    27,555
    
    
    $
    46,709
    
    
    $
    45,466
    
    
    $
    49,226
    
    
    $
    168,956




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##### Table of Contents



64 Less than
    
    
    
    
    
    
    
    
    
    More thanOperating Lease Obligations(5)
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 years
    
    TotalVessel, Transportation Equipment and
Other Operating Leases
    
    $
    14,809
    
    
    $
    23,238
    
    
    $
    15,961
    
    
    $
    43,437
    
    
    $
    97,446Total
    
    $
    14,809
    
    
    $
    23,238
    
    
    $
    15,961
    
    
    $
    43,437
    
    
    $
    97,446
 Less than
    
    
    
    
    
    
    
    
    
    More thanOther(6)
    
    1 year
    
    1-3 years
    
    3-5 years
    
    5 years
    
    TotalSecuritization facility
    
    $
    9,161
    
    
    $
    36,054
    
    
    $
    107,984
    
    
    $
    36,146
    
    
    $
    189,345Total
    
    $
    9,161
    
    
    $
    36,054
    
    
    $
    107,984
    
    
    $
    36,146
    
    
    $
    189,345TOTAL
    
    $
    51,525
    
    
    $
    106,001
    
    
    $
    169,411
    
    
    $
    128,809
    
    
    $
    455,747
 
 (1)
    
    These amounts include principal payments and accrued and unpaid interest as of December 31,
2006.(2)
    
    Debt allocated in two SPCs in connection with the financing of two Tanker Vessels.(3)
    
    Debt allocated in three SPCs in connection with the financing of twenty-three Offshore
Vessels.(4)
    
    Debt allocated in ADEMSA denominated in Mexican Pesos.(5)
    
    These amounts include the minimum lease payments.(6)
    
    These amounts include principal payments and accrued and unpaid interest as of December 31,
2006 under the securitization facility. 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 Directors and Senior Management
 Board of Directors
   Years as aDirector orAlternateName
    
    Principal Occupation
    
    Director
    
    AgeDirectorsJosé F. Serrano Segovia
    
    Chairman of the Board and Chief
Executive Officer of Grupo TMM
    
    
    35
    
    
    
    66Ramón Serrano Segovia
    
    First Vice-chairman of Grupo TMM
    
    
    16
    
    
    
    60Maria Josefa Serrano Segovia
    
    Second Vice-chairman of Grupo TMM
    
    
    1
    
    
    
    61José Luis Salas Cacho
    
    Private Investor
    
    
    2
    
    
    
    53Ignacio Rodriguez Rocha
    
    Attorney
    
    
    16
    
    
    
    70Lorenzo Cué Sánchez Navarro
    
    Private Investor
    
    
    16
    
    
    
    40Luis Martinez Argüello
    
    Private Investor
    
    
    2
    
    
    
    66Sergio Chedraui Eguia
    
    Private Investor
    
    
    1
    
    
    
    30




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##### Table of Contents



65 Years as aDirector orAlternateName
    
    Principal Occupation
    
    Director
    
    AgeAlternate DirectorsJosé Serrano Cuevas
    
    Private Investor
    
    
    8
    
    
    
    26Antonio Cué Sánchez Navarro
    
    Private Investor
    
    
    16
    
    
    
    40Jaime Zabludovsky Kuper
    
    Private Investor
    
    
    2
    
    
    
    51Paloma Serrano de Chedraui
    
    Private Investor
    
    
    1
    
    
    
    26
  Position in the Board of Directors
    
    TermChairman 
First Vice-Chairman
    
    7 years 

7 yearsSecond Vice-Chairman
    
    Between 3 and 7 years (As determined by the General Shareholders
Meeting that elects him.)Vocal Directors
    
    1 year
 José F. Serrano Segovia
  Ramón Serrano Segovia
  Maria Josefa Cuevas de Serrano
  José Luis Salas Cacho




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##### Table of Contents



66 Ignacio Rodríguez Rocha
  Lorenzo Cué Sánchez-Navarro
  Luis Martínez Argüello
  Sergio Chedraui Eguia
  José Serrano Cuevas
  Antonio Cué Sánchez-Navarro
  Jaime Zabludovsky Kuper




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##### Table of Contents



67  Paloma
Serrano de Chedraui
   Executive Officers
  Years of
    
    ExecutiveName
    
    Position
    
    Service
    
    OfficerCorporate DirectorsJosé F. Serrano Segovia
    
    Chairman of the Board and Chief Executive Officer
    
    
    35
    
    
    
    15Javier Segovia Serrano
    
    President
    
    
    19
    
    
    
    10Horacio Reyes Guzmán
    
    Corporate Administrative and Planning Director
    
    
    14
    
    
    
    8Juan Fernández Galeazzi
    
    Chief Financial Officer
    
    
    11
    
    
    
    5Juan Vergara Kuri
    
    Human Resources Director
    
    
    10
    (1)
    
    
    10
    (1)Marcoflavio Rigada Soto
    
    Chief Legal Officer
    
    
    5
    (1)
    
    
    5
    (1)Elvira Ruiz Carreño
    
    Corporate Audit Director
    
    
    11
    
    
    
    4Business Unit DirectorsBrad Lee Skinner
    
    General Director, TMM Logistics
    
    
    11
    
    
    
    11
    (1)Miguel Casanueva Velasco
    
    General Director, Ports and Terminals
    
    
    32
    
    
    
    4Silverio Di Costanzo Pérez
    
    General Director, Specialized Maritime Transportation
    
    
    16
    
    
    
    12
 
 (1)
    
    Includes years of service as an executive officer of Grupo TFM.  Compensation
  Pension, Retirement or Similar Benefits




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##### Table of Contents



68  Board Practices
  Special Committees and Statutory Auditors
  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 the all parties responsible of preparing and
reviewing such statements, and advising the board of
directors on their approval;
    
    Overseeing compliance with legal and regulatory
requirements and overseeing audits of the financial
statements of the Company;
    
    Evaluating independent internal and external auditors and
assisting the Board in their selection (subject to approval
by vote of the shareholders);
    
    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;
    
    Providing sufficient opportunity for a private meeting
between members of internal and external audit and the
Audit Committee, who may also request additional
information from employees and legal counsel;
    
    Providing support to the Board of Directors of Grupo TMM 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; and
    
    Preparing the Board of Directors opinion on the Chairmans
annual report and submit it at the Shareholders Meeting for
its approval.




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##### Table of Contents



69  
    
    Requesting an opinion from independent experts as the Committee might see fit, in
accordance with applicable regulations;
    
    Calling Shareholders Meetings and reviewing the agenda;
    
    Supervising that the Companys CEO duly honors the agreements resolved in a
Shareholders Meeting or a in a board of directors meeting;
    
    Supporting the Board of Directors in preparing its reports in accordance with the
bylaws of the Company and applicable regulations;
    
    Performing any activity set forth in the Mexican Securities Law;
    
    Suggesting procedures for hiring the Companys president and senior executive officers;
    
    Reviewing human resources policies, including employees performance evaluation
policies, promotions and structural changes to the Company; and
    
    Evaluating and approving executive officers compensations. 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 on such compensation plans.
 Code of Ethics
 www.grupotmm.com
 Statutory Auditor
  NYSE Corporate Governance Comparison
 1
 
 1
    
    On December 25, 2006, the new Mexican
Securities Law was published at the Official Gazette; such law became effective
on June 28, 2006. Companies subject to such law had a 180-day period to adjust
their respective bylaws to the new requirements of the law.




---



##### Table of Contents



NYSE Standards
    

Our Corporate Governance PracticesDirector Independence.
Majority of board of
directors must be
independent. §303A.01
    
    Pursuant to the Mexican Securities Law and
our bylaws, our shareholders are required
to appoint a board of directors of not less
than seven (7) and not more than twenty-one
(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 York Stock Exchange.Our current board of directors consists of
eight directors and four alternate
directors. Four of our directors and two of
our alternate directors are independent
directors within the meaning of the Mexican
Securities LawPursuant to our bylaws and to the Mexican
Securities Law, an independent board member
must be appointed based on his experience,
ability and professional prestige, and
cannot be an employee of the Company or
have any conflict of interest. A board
member is not considered independent if he
has acted as external auditor of the
Company in the twelve-months preceding its
appointmentA director is not independent
if such director is:
    
    Under Article 26 of the New Mexican
Securities Law, a director is not
independent if such director is:(i) a person who the board
determines has a material
direct or indirect
relationship with the
company, its parent or a
consolidated subsidiary;
    
    (i) a director, officer or employee of the
Company or of the entities that are part of
the corporate group or consortium of which
the Company is a part of (one-year cooling
off period);(ii) the person is, or has
been within the last three
years, an employee, or an
immediate family member is,
or has been within the last
three years, an executive
officer, of the company,
its parent or a
consolidated subsidiary,
other than employment as
interim chairman or CEO;
    
    (ii) a person that has significant influence
or authority over the Company or over any of
the entities that are a part of the
corporate group or consortium of which the
company is a part of;(iii) a person who has
received or whose immediate
family member has received
during any 12-month period
on the last three years,
more than $100,000 in
direct compensation from
the company, its parent or
a consolidated
    
    (iii) a shareholder that is part of the
group of persons that has a controlling
interest in the Company;




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##### Table of Contents



71 NYSE Standards
    

Our Corporate Governance Practicessubsidiary,
other than director and
committee fees or deferred
compensation for prior
service (and other than
compensation for service as
interim chairman or CEO or
received by an immediate
family member for service
as a non-executive
employee);(iv) a person who is a
partner with or employed,
or whose immediate family
member is a partner with or
employed in a professional
capacity other than tax
planning, by the present
internal or external
auditor of the company or
the person or immediate
family member was within
the last three years (but
is no longer) a partner or
employee of such a firm and
personally worked on the
listed companys audit
within that time;
    
    (iv) a client, supplier, debtor or creditor
(or a partner, director or employee thereof)
that is considered significant. A client or
supplier is considered significant when the
sales of the Company represent more than 10%
of the clients or suppliers total sales
during the twelve months preceding his
appointment. A debtor or creditor is
considered significant whenever the
aggregate amount of the relevant loan
represents more than 15% of the debtors,
creditors or the Companys aggregate assets;(v) an executive officer,
or an immediate family
member of an executive
officer, of another company
whose compensation
committees membership
includes, or included in
the last three years, an
executive officer of the
listed company, its parent
or a consolidated
subsidiary; or(vi) an executive officer
or employee of a company,
or an immediate family
member of a director is an
executive officer of a
company, that has made
payments to, or received
payments from, the listed
company, its parent or a
consolidated subsidiary for
property or services in an
amount which, in any of the
last three fiscal years,
exceeds the greater of $1
million or 2% of such other
companys consolidated
gross revenues.Immediate family member
includes a persons spouse,
parents, children,
siblings, mothers and
fathers-in-law, sons and
daughters-in-law, brothers
and sisters-in-law and
anyone (other than domestic
employees) who shares the
persons home. Individuals
who are no longer immediate
family members due to legal
separation, divorce or
death (or incapacity) are
excluded. §303A.02(b)
    
    (v) a family member related to any of the
persons mentioned above in (i) through (iv).
Family member includes a persons spouse,
concubine or other relative up to the fourth
degree of consanguinity or affinity.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.
§303A.03Audit committee. Audit
committee satisfying the
independence and other
requirements of
    
    There is no similar requirement under our
bylaws. However, the Mexican Securities Law
provides




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##### Table of Contents



72 NYSE Standards
    

Our Corporate Governance PracticesRule 10A-3
under the Exchange Act and
the more stringent
requirements under the NYSE
standards is required.
§§303A.06, 303A.07
    
    that the Audit and Corporate
Practices Committee, within its audit
functions, must meet regularly with
directors.We have an Audit and Corporate Practices
Committee composed of three independent
directors appointed by the Board, upon
proposal of the Chairman and pursuant to the
provisions of the Mexican Securities Law.
The foregoing notwithstanding, the Chairman
of the Audit and Corporate Practices
Committee must be appointed and/or removed
from his position exclusively by the General
Shareholders Meeting and he must always be
an independent director. The Chairman of the
Audit and Corporate Practices Committee in
no event whatsoever may preside over the
board of directors.Our Audit and Corporate Practices Committee
complies with the requirements of the
Mexican Securities Law, Article 42, sections
I and II and its main responsibilities
include, among others:Audit responsibilities:     Advising the board of directors on
any audit-related issues in accordance with
the bylaws of the Company and applicable
regulations;     Evaluating the performance of the
Companys external auditor and reviewing the
financial statements and the external
auditors report. The Committee can request
the external auditor to be present when
reviewing such reports, aside from the
Committees mandatory meeting with the
external auditor at least once a year;     Discussing the financial statements
of the Company with the all parties
responsible of preparing and reviewing such
statements, and advising the board of
directors on their approval;     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;
and     Preparing the board of directors
opinion on the Chairmans annual report and
submit it at the Shareholders Meeting for
its approval.




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##### Table of Contents



73 NYSE Standards
    

Our Corporate Governance PracticesCorporate 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;     Supervising that the Companys CEO
duly honors the agreements resolved in a
Shareholders Meeting or a in a board of
directors meeting;     Supporting the board of directors in
preparing its reports in accordance with the
bylaws of the Company and applicable
regulations; and     Performing any activity set forth in
the Mexican Securities Law.Nominating/corporate
governance committee.
Nominating/corporate
governance committee of
independent directors is
required. The committee
must have a charter
specifying the purpose,
duties and evaluation
procedures of the
committee. §303A.04
    
    As per the New Mexican Securities Law, the
board of directors appointed an Audit and
Corporate Practices Committee composed of
three independent directors.Compensation committee.
Compensation committee of
independent directors is
required, which must
approve executive officer
compensation. The
committee must have a
charter specifying the
purpose, duties and
evaluation procedures of
the committee. §303A.05
    
    We do not have a Compensation Committee. Our
Audit and Corporate Practices Committee is
responsible for evaluating and approving
executive officers compensations.Equity compensation plans.
Equity compensation plans
require shareholder
approval, subject to
limited exemptions.
§303A.08
    
    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 on 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.
§303A.10
    
    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.
 Employees




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##### Table of Contents



74  Share Ownership
  (certificados de participación
ordinarios no amortizables)
 Sociedades Anónimas Bursátiles
 
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 Major Shareholders
  Actual
    
    
    
    
    
    BeneficialOwnership
    
    
    
    
    
    OwnershipOwner
    
    Shares
    
    ADRs
    
    Total
    
    Amount
    
    PercentJosé F. Serrano Segovia (a) (b)
    
    
    5,201,568
    
    
    
    724,902
    
    
    
    5,926,470
    
    
    
    6,487,820
    
    
    
    11.4
    %Ramón Serrano Segovia (a) (b)
    
    
    2,491,485
    
    
    
    950,673
    
    
    
    3,442,158
    
    
    
    4,003,508
    
    
    
    7.0
    %Beck Mack & Oliver. (c)
    
    
    0
    
    
    
    3,961,200
    
    
    
    3,961,200
    
    
    
    3,961,200
    
    
    
    6.9
    %Steinberg Asset Management (d)
    
    
    0
    
    
    
    3,262,800
    
    
    
    3,262,800
    
    
    
    3,262,800
    
    
    
    5.7
    %
 
 a)
    
    Based upon information set Forth in a Schedule 13D filed on June 26, 2007. The Schedule
13D was filed by the following persons, all of whom disclaim membership in a group: José F.
Serrano Segovia, who is deemed to beneficially own 6,487,820 Shares (11.4%), and who has
the sole power to vote 5,926,470 of such shares, the sole power to dispose of 5,926,470 of
such shares, and who has the shared power to vote and dispose of 561,350 of such shares;
Ramón Serrano Segovia, who is deemed to beneficially own 4,003,508 Shares (7.0%), and who
has the sole power to vote 3,442,158 of such shares, the sole power to




---



##### Table of Contents



75 dispose of 3,442,158 of such shares and the shared power to vote and dispose of 561,350 of
such shares; Servicios Directivos Servia, which beneficially owns and has the shared power
to vote and dispose of 560,850 Shares (0.9%); and Promotora Servia, S.A. de C.V., which
beneficially owns and has the shared power to vote and dispose of 561,350 Shares (0.9%). In
addition, as of June 26, 2007, (i) 1,675,575 of the 9,368,628 Shares actually owned by José
and Ramón Serrano Segovia are represented by ADSs representing CPOs which correspondingly
represent financial interests in the same number of Shares and (ii) 135,000 of the 560,850
Shares actually owned by Servicios Directivos Servia, S.A. de C.V. were represented by ADSs.
As of June 26, 2007, an aggregate of 9,118, 903 Shares (including Shares that may be
represented by ADSs) owned by the reporting persons in such Schedule 13D were pledged for
the benefit of their creditors pursuant to certain pledge agreements.b)
    
    José and Ramón Serrano Segovia have jointly pledged 4,718,150 Shares to Banco
Invex, S.A., to secure a loan in the principal amount of $ 5.2 million. Jose Serrano
Segovia has pledged 3,974,903 Shares to Ixe Banco, S.A. to secure a loan in the aggregate
amount of $6 million. Servicios Directivos Servia, S.A. de C.V. has pledged 425,850 Shares
to Banco Invex, S.A. to secure a loan in the principal amount of $5.2 million referenced
above.c)
    
    Based upon information contained in such companys schedule 13F filed as of April 10,
2007.d)
    
    Based upon information contained in such companys schedule 13F filed as of April 30,
2007.  Related Party Transactions
 Promotora Servia Agreements
   Seacor




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##### Table of Contents



76  
 ITEM 8. FINANCIAL INFORMATION
  Legal Proceedings
 Dispute with Kansas City Southern
   TFM VAT Award
   TFM VAT Award, VAT Contingency Payment and VAT Escrow
 Other Legal Proceedings




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##### Table of Contents



77    Dividends
  Significant Changes
  
 ITEM 9. THE OFFER AND LISTING
 Trading




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##### Table of Contents



78  Limitations Affecting ADS Holders and CPO Holders
    Mexican Stock Exchange
Price per Share
(Pesos)
 Shares(2)
    
    Series L SharesPrevious five years:
    
    High
    
    Low
    
    High
    
    Low2002(1)
    
    
    105.50
    
    
    
    53.50
    
    
    
    106.40
    
    
    
    56.002003
    
    
    55.00
    
    
    
    16.61
    
    
    
    *
    
    
    
    *2004
    
    
    47.50
    
    
    
    25.92
    
    
    
    *
    
    
    
    *2005
    
    
    42.50
    
    
    
    31.40
    
    
    
    *
    
    
    
    *2006
    
    
    54.00
    
    
    
    28.10
    
    
    
    *
    
    
    
    *
 
 (1)
    
    Series L Shares information through September 12, 2002(2)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares, without
par value.*
    
    N.A. Mexican Stock Exchange
Price per Share
(Pesos)
 Shares(1)
    
    Series L SharesPrevious two years (by quarter):
    
    High
    
    Low
    
    High
    
    Low2005:First Quarter
    
    
    40.00
    
    
    
    36.02
    
    
    
    *
    
    
    
    *Second Quarter
    
    
    34.00
    
    
    
    31.40
    
    
    
    *
    
    
    
    *




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##### Table of Contents



79 Shares(1)
    
    Series L SharesPrevious two years (by quarter):
    
    High
    
    Low
    
    High
    
    LowThird Quarter
    
    
    42.05
    
    
    
    35.00
    
    
    
    *
    
    
    
    *Fourth Quarter
    
    
    42.00
    
    
    
    35.00
    
    
    
    *
    
    
    
    *2006:First Quarter
    
    
    54.00
    
    
    
    40.00
    
    
    
    *
    
    
    
    *Second Quarter
    
    
    49.00
    
    
    
    41.77
    
    
    
    *
    
    
    
    *Third Quarter
    
    
    48.40
    
    
    
    40.00
    
    
    
    *
    
    
    
    *Fourth Quarter
    
    
    30.21
    
    
    
    29.10
    
    
    
    *
    
    
    
    *2007:First Quarter
    
    
    37.60
    
    
    
    28.10
    
    
    
    *
    
    
    
    *Second Quarter
    
    
    37.50
    
    
    
    31.50
    
    
    
    *
    
    
    
    *
 
 (1)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares,
without par value.*
    
    N.A. Mexican Stock Exchange
Price per Share
(Pesos)
 Shares(1)Previous six months:
    
    High
    
    LowJanuary 31, 2007
    
    
    30.00
    
    
    
    28.10February 28, 2007
    
    
    37.60
    
    
    
    33.50March 31, 2007
    
    
    35.00
    
    
    
    32.50April 30, 2007
    
    
    34.00
    
    
    
    31.50May 31, 2007
    
    
    34.30
    
    
    
    31.50June 30, 2007
    
    
    37.50
    
    
    
    34.00
 
 Source: InfoSel Financiero(1)
    
    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)
 Series L ShareShare ADS(2)
    
    ADSPrevious five years:
    
    High
    
    Low
    
    High
    
    Low2002(1)
    
    
    11.23
    
    
    
    4.60
    
    
    
    11.50
    
    
    
    4.952003
    
    
    5.43
    
    
    
    1.45
    
    
    
    *
    
    
    
    *2004
    
    
    4.56
    
    
    
    1.85
    
    
    
    *
    
    
    
    *2005
    
    
    4.13
    
    
    
    2.09
    
    
    
    *
    
    
    
    *2006
    
    
    5.70
    
    
    
    2.37
    
    
    
    *
    
    
    
    *
 
 (1)
    
    Series L Shares information through September 12, 2002(2)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares,
without par value.*
    
    N.A.




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##### Table of Contents



80 New York Stock Exchange
Price per Share
(Dollars)
 Series L ShareShare ADS(1)
    
    ADSPrevious two years (by quarter):
    
    High
    
    Low
    
    High
    
    Low2005:First Quarter
    
    
    3.69
    
    
    
    3.00
    
    
    
    *
    
    
    
    *Second Quarter
    
    
    3.20
    
    
    
    2.09
    
    
    
    *
    
    
    
    *Third Quarter
    
    
    4.10
    
    
    
    3.00
    
    
    
    *
    
    
    
    *Fourth Quarter
    
    
    4.13
    
    
    
    3.30
    
    
    
    *
    
    
    
    *2006:First Quarter
    
    
    5.42
    
    
    
    3.76
    
    
    
    *
    
    
    
    *Second Quarter
    
    
    5.70
    
    
    
    3.43
    
    
    
    *
    
    
    
    *Third Quarter
    
    
    4.84
    
    
    
    2.42
    
    
    
    *
    
    
    
    *Fourth Quarter
    
    
    3.05
    
    
    
    2.37
    
    
    
    *
    
    
    
    *2007:First Quarter
    
    
    3.45
    
    
    
    2.53
    
    
    
    *
    
    
    
    *Second Quarter
    
    
    3.49
    
    
    
    2.78
    
    
    
    *
    
    
    
    *
 
 (1)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares,
without par value.
    
    N.A. New York Stock Exchange
Price per Share
(Dollars)
 Share ADSPrevious six months:
    
    High
    
    LowJanuary 31, 2007
    
    
    3.25
    
    
    
    2.53February 28, 2007
    
    
    3.45
    
    
    
    2.90March 31, 2007
    
    
    3.26
    
    
    
    2.70April 30, 2007
    
    
    3.17
    
    
    
    2.85May 31, 2007
    
    
    3.08
    
    
    
    2.88June 30, 2007
    
    
    3.49
    
    
    
    3.02
 Source: NYSE  Price history composite
 
 ITEM 10. ADDITIONAL INFORMATION
 Share Capital
  Memorandum and Articles of Association
 Estatutos Sociales Ley General de Sociedades
Mercantiles Ley del Mercado de Valores




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##### Table of Contents



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




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##### Table of Contents



82     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 latter, or the resolution of the Company and/or of the
corporations controlled by the latter, 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 (5%) 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 where 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 non-controlled by the
Company or in which the Company owns at least 20% of the capital stock thereof), 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
5% of the total consolidated assets of the Company during a calendar year;5.
    
    The determination of the sense in which the Company shall exercise its voting rights
regarding shares or equity interest (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.




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##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




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##### Table of Contents



86   Limitation of Officers and Directors Liability
   (i)
    
    They fulfill the requirements that these 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.




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##### Table of Contents



87  Liquidation Rights
  Dividends
  Certain Voting Rights
  Preemptive and Other Rights
  Material Contracts
 Operating and Financial Review and Prospects  Liquidity and Capital Resources 
Indebtedness.
 Exchange Controls
  Taxation
 General
  
    
    U.S. holders, who hold our securities as capital assets and
whose functional currency is the United States Dollar, in
the case of United States federal income tax consequences;
and
    
    U.S. holders that are non-residents of Mexico for Mexican
federal tax purposes and that do not have a permanent
establishment in Mexico (a non-resident U.S. holder), in
the case of Mexican federal tax consequences.




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##### Table of Contents



88         Equity
 Mexican Tax Considerations
  Dividends




---



##### Table of Contents



89 Capital Gains
      Other Mexican Taxes
 United States Income Tax Considerations
  Dividends




---



##### Table of Contents



90   Capital Gains
 Debt
  Information Reporting And Backup Withholding
  Documents On Display
 http://www.sec.gov
 
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




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##### Table of Contents



91  Foreign Currency Risk
   December 31,(in thousands of Dollars)2006
    
    
    2005Assets
    
    $
    50,419
    
    
    $
    44,682Liabilities
    
    
    (47,791
    )
    
    
    (78,590
    )$
    2,628
    
    
    $
    (33,908
    )
  Interest Rate Risk
   Breakdown of Fixed and Variable Rates of Financial Obligations(1)Expected MaturityLiabilities
    
    2007
    
    2008
    
    2009
    
    2010
    
    Thereafter
    
    Total
    
    Fair Value(in thousands of Dollars)Long-Term DebtFixed Rate
    
    $
    39,671
    
    
    $
    41,014
    
    
    $
    41,750
    
    
    $
    100,390
    
    
    $
    138,433
    
    
    $
    361,258
    
    
    $
    361,258Average Interest Rate
    
    
    10.68
    %
    
    
    10.73
    %
    
    
    10.76
    %
    
    
    10.76
    %
    
    
    10.83
    %
    
    
    10.74
    %
    
    
    **Variable Rate(2)
    
    $
    1,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,035
    
    
    $
    1,035Average Interest Rate
    
    
    11.45
    %
    
    
    **
    
    
    
    **
    
    
    
    **
    
    
    
    **
    
    
    
    11.45
    %
    
    
    **
 
 (1)
    
    Information as of December 31, 2006(2)
    
    Short-Term Debt**
    
    Not applicable




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##### Table of Contents



92  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
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15. CONTROLS AND PROCEDURES




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##### Table of Contents



93  Internal Control  Integrated Framework.
 Internal Control  Integrated Framework.
 
 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
  
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  GRUPO TMM, S. A. B.
Summary of Auditors Payments
(in thousands of Dollars)
 As of December 31,2006
    
    
    2005Audit Fees(a)
    
    $
    978.0
    
    
    $
    2,026.5Audit Related Fees
    
    
    
    
    
    
    Tax Fees(b)
    
    
    86.3
    
    
    
    43.3Other Fees(c)
    
    
    227.0
    
    
    
    78.9Total(d)
    
    $
    1,291.3
    
    
    $
    2,148.7
 
 (a)
    
    Audit Fees.Fees relates to the review of our Annual Financial Statements and Annual
Report filed with the SEC and review of others SEC filling.(b)
    
    Tax Fees.Fees related to specific tax issues, in compliance with the applicable tax
laws in Mexico.




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##### Table of Contents



94 (c)
    
    Other Fees.Fees related to the compliance with foreign trade regulations and to the
compliance with Sarbanes-Oxley Act of 2002; supervision in the update of the Companys
systems platform, in compliance with applicable regulations.(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
  
 PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  Contents
    
    PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Report
of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets
    
    
    F-4Consolidated Statements of Operations
    
    
    F-5Consolidated Statements of Changes in Stockholders Equity
    
    
    F-6Consolidated Statements of Cash Flows
    
    
    F-7Notes to the Consolidated Financial Statements
    
    
    F-8




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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, 2004, 2005 and 2006




---



##### Table of Contents



GRUPO TMM, S.A.B. AND SUBSIDIARIES
 Contents
    
    PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Report
of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets
    
    
    F-4Consolidated Statements of Operations
    
    
    F-5Consolidated Statements of Changes in Stockholders Equity
    
    
    F-6Consolidated Statements of Cash Flows
    
    
    F-7Notes to the Consolidated Financial Statements
    
    
    F-8
 F-1




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
         
 F-2




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 1.
    
    We have audited the accompanying consolidated statements of income and of cash flows of Grupo
TMM, S.A.B. and subsidiaries (Grupo or the Company) for the year then ended December 31,
2004, all expressed in U.S. dollars. These consolidated financial statements are the
responsibility of the Companys Management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
 2.
    
    We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and International Standards on Auditing. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement and that they were prepared in
accordance with International Financial Reporting Standards. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by
Management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
 3.
    
    In our opinion, the aforementioned consolidated financial statements present fairly, in all
material respects, the consolidated results of operations and the cash flows of the Company
for the year ended December 31, 2004, in conformity with International Financial Reporting
Standards.The accompanying consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the consolidated financial
statements, the Company has suffered recurring losses from operations and has a net capital
deficiency that raises substantial doubt about its ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 3. The consolidated
financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
 
 4.
    
    International Financial Reporting Standards vary in certain significant respects from
Accounting Principles Generally Accepted in the United States of America. The application of
the latter would have affected the determination of consolidated net income for the year ended
December 31, 2004 to the extent summarized in Note 26 to the consolidated financial
statements.
  
 F-3




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 
 Consolidated Balance Sheets
December 31, 2005 and 2006
(amounts in thousands of US dollars)
 2005
    
    2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    52,921
    
    
    $
    21,706Restricted cash (Note 13 and 14)
    
    
    347,888
    
    
    
    16,960Accounts receivable  net of provision for impairment
of $1,412 in 2005 and $3,533 in 2006
    
    
    43,267
    
    
    
    40,599Amounts due from related parties (Note 16)
    
    
    11
    
    
    
    62Taxes receivable (Note 5)
    
    
    9,428
    
    
    
    10,563Accounts receivable from KCS (Note 2 and 25)
    
    
    
    
    
    
    51,113Other accounts receivable  Net (Note 6)
    
    
    10,176
    
    
    
    17,801Materials and supplies
    
    
    4,073
    
    
    
    5,457Other current assets (Note 7)
    
    
    3,222
    
    
    
    4,425Total current assets
    
    
    470,986
    
    
    
    168,686Accounts receivable from KCS (Note 2)
    
    
    48,763
    
    
    
    40,000Concession rights  Net (Note 8)
    
    
    4,441
    
    
    
    3,952Property, machinery and equipment  Net (Note 9)
    
    
    165,817
    
    
    
    282,811Prepaid expenses (Note 10)
    
    
    3,156
    
    
    
    3,473Investment held in associated companies (Note 11)
    
    
    7,386
    
    
    
    3,882Intangible assets (Note 12)
    
    
    9,021
    
    
    
    19,819Deferred income taxes (Note 21)
    
    
    83,556
    
    
    
    112,833Total assets
    
    $
    793,126
    
    
    $
    635,456Liabilities and stockholders equityCurrent liabilities:Current portion of long-term debt (Note 13)
    
    $
    35,546
    
    
    $
    27,555Accounts payable
    
    
    22,755
    
    
    
    20,422Accrued expenses (Note 17)
    
    
    47,686
    
    
    
    37,840Obligations for sale of receivables (Note 14)
    
    
    
    
    
    
    16,727Total current liabilities
    
    
    105,987
    
    
    
    102,544Long-term debt (Note 13)
    
    
    524,763
    
    
    
    141,401Dividends payable
    
    
    9,803
    
    
    
    9,803Reserve for pensions and seniority premiums (Note 23)
    
    
    10,284
    
    
    
    7,391Obligations for sale of receivables (Note 14)
    
    
    
    
    
    
    172,617Other long-term liabilities (Note 18)
    
    
    5,543
    
    
    
    10,356Total non-current liabilities
    
    
    550,393
    
    
    
    341,568Total liabilities
    
    
    656,380
    
    
    
    444,112Stockholders equity (Note 19):Common stock, 56,963,137 shares authorized
and issued without par value
    
    
    121,158
    
    
    
    121,158Statutory reserve
    
    
    4,172
    
    
    
    12,738Retained earnings
    
    
    4,754
    
    
    
    62,174Capital premium (Note 15)
    
    
    5,528
    
    
    
    5,528Initial accumulated translation loss
    
    
    (17,757
    )
    
    
    (17,757
    )Cumulative translation adjustment (Note 4)
    
    
    1,422
    
    
    
    (1,173
    )119,277
    
    
    
    182,668Minority interest (Note 4r)
    
    
    17,469
    
    
    
    8,676Total stockholders equity
    
    
    136,746
    
    
    
    191,344Total liabilities and stockholders equity
    
    $
    793,126
    
    
    $
    635,456
  F-4




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Operations
Year ended December 31, 2004, 2005 and 2006
(amounts in thousands of US dollars, except per share amounts)
 2004
    
    2005
    
    2006Transportation revenues
    
    $
    251,001
    
    
    $
    306,599
    
    
    $
    248,148Costs and expenses:Salaries, wages and employee benefits
    
    
    69,288
    
    
    
    75,575
    
    
    
    68,306Leases
    
    
    84,656
    
    
    
    101,689
    
    
    
    63,368Purchased services
    
    
    55,582
    
    
    
    79,655
    
    
    
    53,661Fuel, material and supplies
    
    
    14,955
    
    
    
    15,485
    
    
    
    21,204Other costs and expenses
    
    
    12,839
    
    
    
    16,809
    
    
    
    13,943Depreciation and amortization
    
    
    10,261
    
    
    
    12,668
    
    
    
    16,532247,581
    
    
    
    301,881
    
    
    
    237,014Income on transportation
    
    
    3,420
    
    
    
    4,718
    
    
    
    11,134Other income (expenses)  Net (Note 20)
    
    
    16,232
    
    
    
    (1,022
    )
    
    
    (24,066
    )Operating Income (loss)
    
    
    19,652
    
    
    
    3,696
    
    
    
    (12,932
    )Interest income
    
    
    1,541
    
    
    
    5,159
    
    
    
    4,604Interest expense
    
    
    89,317
    
    
    
    96,037
    
    
    
    60,036Exchange income (loss)  Net
    
    
    2,465
    
    
    
    1,290
    
    
    
    (396
    )Net financing cost
    
    
    (85,311
    )
    
    
    (89,588
    )
    
    
    (55,828
    )Loss before income taxes
    
    
    (65,659
    )
    
    
    (85,892
    )
    
    
    (68,760
    )(Provision for) benefit from income taxes (Note 21)
    
    
    (43,703
    )
    
    
    62,021
    
    
    
    27,815Loss from continuing operations for the year
    
    
    (109,362
    )
    
    
    (23,871
    )
    
    
    (40,945
    )Income from discontinued operations for the year
    
    
    9,470
    
    
    
    199,363
    
    
    
    111,362Net (loss) income for the year
    
    $
    (99,892
    )
    
    $
    175,492
    
    
    $
    70,417Attributable to:Minority interest
    
    
    2,655
    
    
    
    4,188
    
    
    
    509Stockholders of Grupo TMM, S.A.B.
    
    $
    (102,547
    )
    
    $
    171,304
    
    
    $
    69,908Loss from continuing operations for the year per share
    
    $
    (1.920
    )
    
    $
    (0.419
    )
    
    $
    (0.719
    )Income from discontinued operations for the year per share
    
    $
    0.166
    
    
    $
    3.500
    
    
    $
    1.955Net (loss) income per share attributable to Stockholders of
Grupo TMM, S.A.B. (Note 24)
    
    $
    (1.800
    )
    
    $
    3.007
    
    
    $
    1.227Weighted average shares outstanding
    
    
    56,963
    
    
    
    56,963
    
    
    
    56,963
  F-5




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Changes in Stockholders  ́ Equity
For the years ended December 31, 2004, 2005 and 2006
(amounts in thousands of US dollars)
 InitialRetained
    
    
    
    
    
    
    accumulated
    
    
    
    
    
    
    
    
    
    
    TotalCommon
    
    
    Statutory
    
    
    earnings
    
    
    Capital
    
    
    translation
    
    
    
    
    
    
    Minority
    
    
    stockholdersstock
    
    
    reserve
    
    
    (deficit)
    
    
    premium
    
    
    loss
    
    
    Subtotal
    
    
    interest
    
    
    equityBalance at January 1, 2004
    
    $
    121,158
    
    
    $
    4,172
    
    
    $
    (59,913
    )
    
    $
    5,528
    
    
    $
    (17,757
    )
    
    $
    53,188
    
    
    $
    678,204
    
    
    $
    731,392Sharing from discontinuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,167
    
    
    
    14,167Acquisition of trademark from minority
Stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,000
    )
    
    
    (9,000
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    (102,547
    )
    
    
    
    
    
    
    
    
    
    
    (102,547
    )
    
    
    2,655
    
    
    
    (99,892
    )Balance at December 31, 2004
    
    
    121,158
    
    
    
    4,172
    
    
    
    (162,460
    )
    
    
    5,528
    
    
    
    (17,757
    )
    
    
    (49,359
    )
    
    
    686,026
    
    
    
    636,667Translation adjustment
    
    
    
    
    
    
    
    
    
    
    1,422
    
    
    
    
    
    
    
    
    
    
    
    1,422
    
    
    
    
    
    
    
    1,422Loss on acquisition of shares of
subsidiary from minority Stockholders
    
    
    
    
    
    
    
    
    
    
    (4,090
    )
    
    
    
    
    
    
    
    
    
    
    (4,090
    )
    
    
    (6,911
    )
    
    
    (11,001
    )Total income expense for the year
recognized directly in equity
    
    
    
    
    
    
    
    
    
    
    (2,668
    )
    
    
    
    
    
    
    
    
    
    
    Sharing from discontinuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (665,834
    )
    
    
    (665,834
    )Net profit for the year
    
    
    
    
    
    
    
    
    
    
    171,304
    
    
    
    
    
    
    
    
    
    
    
    171,304
    
    
    
    4,188
    
    
    
    175,492Total
recognized income and expense for
the year
    
    
    
    
    
    
    
    
    
    
    168,636
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2005
    
    
    121,158
    
    
    
    4,172
    
    
    
    6,176
    
    
    
    5,528
    
    
    
    (17,757
    )
    
    
    119,277
    
    
    
    17,469
    
    
    
    136,746Increase in statutory reserve on
April 25, 2006
    
    
    
    
    
    
    8,566
    
    
    
    (8,566
    )
    
    
    
    
    
    
    
    
    
    
    Translation 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 indemnifications
    
    
    
    
    
    
    
    
    
    
    (3,633
    )
    
    
    
    
    
    
    
    
    
    
    (3,633
    )
    
    
    
    
    
    
    (3,633
    )Total expense for the year recognized
directly in equity
    
    
    
    
    
    
    
    
    
    
    (6,517
    )
    
    
    
    
    
    
    
    
    
    
    Net profit for the year
    
    
    
    
    
    
    
    
    
    
    69,908
    
    
    
    
    
    
    
    
    
    
    
    69,908
    
    
    
    509
    
    
    
    70,417Total recognized income and expense
for the year
    
    
    
    
    
    
    
    
    
    
    63,391
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2006
    
    $
    121,158
    
    
    $
    12,738
    
    
    $
    61,001
    
    
    $
    5,528
    
    
    $
    (17,757
    )
    
    $
    182,668
    
    
    $
    8,676
    
    
    $
    191,344
  F-6




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 
 Consolidated Statements of Cash Flows
Year ended December 31, 2004, 2005 and 2006
(amounts in thousands of US dollars)
 2004
    
    2005
    
    2006Cash flows from operating activities:Loss from
continuing operations for the year
    
    $
    (109,362
    )
    
    $
    (23,871
    )
    
    $
    (40,945
    )Adjustments to reconcile net (loss) income to net cash provided by
(used) in operating activities:Depreciation and amortization
    
    
    10,261
    
    
    
    12,668
    
    
    
    16,532Other amortizations
    
    
    3,360
    
    
    
    16,121
    
    
    
    3,906Amortization and discount on obligations
    
    
    983
    
    
    
    2,419
    
    
    
    2,731Provision for (benefit from) income taxes
    
    
    43,703
    
    
    
    (62,021
    )
    
    
    (27,815
    )Gain on sale of property, machinery and equipment -Net
    
    
    (344
    )
    
    
    (1,097
    )
    
    
    (3,934
    )Gain on sale of other subsidiaries
    
    
    
    
    
    
    (2,600
    )
    
    
    Impairment test in long-lived assets
    
    
    
    
    
    
    
    
    
    
    21,262Changes in other assets and liabilities:(Increase) Decrease in restricted cash
    
    
    (943
    )
    
    
    (341,079
    )
    
    
    330,928(Increase) Decrease in accounts receivable
    
    
    (4,063
    )
    
    
    (5,199
    )
    
    
    2,668(Increase) Decrease in other accounts receivable and related parties
    
    
    (17,823
    )
    
    
    8,047
    
    
    
    (7,676
    )(Increase) Decrease in materials and supplies
    
    
    (261
    )
    
    
    788
    
    
    
    (1,384
    )(Increase) Decrease in other current assets
    
    
    (1,242
    )
    
    
    12
    
    
    
    (2,338
    )Increase in accounts payable and accrued expenses
    
    
    25,777
    
    
    
    1,933
    
    
    
    3,421Decrease in other non-current assets
    
    
    8,135
    
    
    
    2,227
    
    
    
    6,285Increase in other long-term liabilities
    
    
    50,890
    
    
    
    59,357
    
    
    
    30,325Total adjustments
    
    
    118,433
    
    
    
    (308,424
    )
    
    
    374,911Net cash
provided by (used in) operating activities
    
    
    9,071
    
    
    
    (332,295
    )
    
    
    333,966Cash flows from investing activities:Sale of property, machinery and equipment
    
    
    1,374
    
    
    
    1,693
    
    
    
    12,293Acquisition of property, machinery and equipment
    
    
    (15,278
    )
    
    
    (107,031
    )
    
    
    (154,347
    )Sales of shares of subsidiaries
    
    
    
    
    
    
    581,054
    
    
    
    68,754Acquisitions of companies and minority interest in associated companies
    
    
    
    
    
    
    (38,072
    )
    
    
    (29,955
    )Net cash (used in) provided by investing activities
    
    
    (13,904
    )
    
    
    437,644
    
    
    
    (103,255
    )Cash flows from financing activities:Payments under capital lease obligation
    
    
    (94
    )
    
    
    (151
    )
    
    
    Payments of financial debt
    
    
    (5,525
    )
    
    
    (21,265
    )
    
    
    (443,527
    )Cash (paid) received from sale of accounts receivable  Net
    
    
    (8,373
    )
    
    
    (77,351
    )
    
    
    181,601Net cash used in financing activities
    
    
    (13,992
    )
    
    
    (98,767
    )
    
    
    (261,926
    )Net (decrease) increase in cash and cash equivalents
    
    
    (18,825
    )
    
    
    6,582
    
    
    
    (31,215
    )Cash and cash equivalents at beginning of the year
    
    
    65,164
    
    
    
    46,339
    
    
    
    52,921Cash and
cash equivalents at the end of the year
    
    $
    46,339
    
    
    $
    52,921
    
    
    $
    21,706Supplemental cash disclosures:Interest paid
    
    $
    10,278
    
    
    $
    16,234
    
    
    $
    52,219Income tax and asset tax paid
    
    $
    735
    
    
    $
    257
    
    
    $
    778
  F-7




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 
 Notes to the Consolidated Financial Statements
December 31, 2006
(Amounts in thousands of US dollars, except number of shares)
 1. The Company:
     2005
    
    2006Servicios Corporativos TMM, S.A. de C.V. and subsidiaries
(formerly Compañía Arrendadora TMM, S. A. de C. V.)
    
    
    100
    %
    
    
    100
    %Inmobiliaria TMM, S. A. and subsidiaries
    
    
    100
    %
    
    
    100
    %Operadora de Apoyo Logístico, S. A. de C. V. and subsidiaries
    
    
    a
    )
    
    
    Operadora Marítima TMM, S. A. de C. V.
    
    
    100
    %
    
    
    100
    %Servicios en Puertos y Terminales, S. A. de C. V. and subsidiaries
    
    
    b
    )
    
    
    División de Negocios Especializados, S. A. de C. V. and
subsidiaries (formerly Transportes Marítimos del Pacífico, S. A.)
    
    
    c
    )
    
    
    Transportes Marítimos México, S. A. and subsidiaries
    
    
    d
    )
    
    
    TMM Holdings, S. A. de C. V. and subsidiaries
    
    
    a
    )
    
    
    TMM Logistics, S.A. de C.V. and subsidiaries
    
    
    a), g)100
    %
    
    
    a) 100
    %TMG Overseas, S.A.
    
    
    b
    )
    
    
    
 F-8




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 2005
    
    2006Transportación Marítima Mexicana, S.A. de C.V. (formerly Naviera
del Pacífico, S.A. de C.V.)
    
    
    b) 100
    %
    
    
    b) 100
    %Operadora Portuaria de Tuxpan, S.A. de C.V.
    
    
    b) 100
    %
    
    
    b) 100
    %Terminal Marítima de Tuxpan, S.A. de C.V.
    
    
    b) 100
    %
    
    
    b) 100
    %Marítima Mexicana, S.A. de C.V. and subsidiaries
    
    
    d) 100
    %
    
    
    d
    )Marmex Offshore, S.A. de C.V.
    
    
    e) 100
    %
    
    
    e) 100
    %Buques Tanque del Pacífico, S.A. de C.V.
    
    
    f) 100
    %
    
    
    f) 100
    %Buques Tanque del Golfo, S.A. de C.V.
    
    
    f) 100
    %
    
    
    f) 100
    %Transportes Líquidos Mexicanos, LTD
    
    
    d) 100
    %
    
    
    d) 100
    %Personal Marítimo, S.A. de C.V.
    
    
    d) 100
    %
    
    
    d) 100
    %TMM Agencias, S.A. de C.V.
    
    
    d) 100
    %
    
    
    d) 100
    %Servicios de Logística de México, S.A. de C.V.
    
    
    a), h) 100
    %
    
    
    a) 100
    %Servicios en Operaciones Logísticas, S.A. de C.V.
    
    
    a) 100
    %
    
    
    a) 100
    %Servicios Administrativos de Transportación, S.A. de C.V.
    
    
    a), g) 100
    %
    
    
    h
    )Lacto Comercial Organizada, S.A. de C.V.
    
    
    a) 100
    %
    
    
    a) 100
    %Marmex
Marine Mexico, Inc (formerly Seacor Marine Mexico, Inc)
    
    
    d) 100
    %
    
    
    d) 100
    %Promotora Intermodal de Carga, S.A. de C.V.
    
    
    g) 100
    %
    
    
    g
    )NL Cargo, S.A. de C.V.
    
    
    g) 100
    %
    
    
    g
    )Marmex International Services, S.A. de C.V.
    
    
    
    
    
    
    j) 100
    %Almacenadora de Depósito Moderno, S.A. de C.V.
    
    
    
    
    
    
    i) 100
    %
  2005
    
    2006Servicios Mexicanos de Remolcadores, S.A. de C.V.
    
    
    d)60
    %
    
    
    d
    )Autotransportación y Distribución Logística, S.A. de C.V.
    
    
    a)51
    %
    
    
    a)51
    %Administración Portuaria Integral de Acapulco, S.A. de C.V.
    
    
    51
    %
    
    
    51
    %TMM Multimodal, S. A. de C. V. and subsidiaries
    
    a) and d)
    
    a) and d)Seglo Operaciones Logísticas S.A. de C.V.
    
    
    50
    %
    
    
    50
    %Repcorp, S.A. de C.V.
    
    
    92.3
    %
    
    
    92.3
    %
  2005
    
    2006Seglo, S. A. de C. V.
    
    
    39
    %
    
    
    39
    %Procesos Operativos de Materiales, S. A. de C. V.
    
    
    39
    %
    
    
    39
    %
 
 a)
    
    Following an ongoing corporate restructuring plan,
on July 20, 2005, the Company sold all of the shares
representing the capital stock of Operadora de Apoyo
Logístico, S.A. de C.V. (OAL) to an unrelated party.
The sale of this subsidiary generated a gain of $11.1
million. Prior to its sale OAL decided to sell to Grupo
TMM the following companies: TMM Multimodal, S.A. de
C.V. (TMM Multimodal), Servicios de Logística de
México, S.A. de C.V. (SLM), Servicios en Operaciones
Logísticas, S.A. de C.V., Servicios Administrativos de
Transportación, S.A. de C.V. (SAT),
Autotransportación y Distribución Logística, S.A. de
C.V., TMM Logistics, S.A. de C.V. (TMM Logistics) and
Lacto Comercial Organizada, S.A. de C.V. (Lacorsa).
Likewise, on March 10, 2005, TMM Holdings, S.A. de C.V.
merged into OAL. F-9




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 b)
    
    As part of the same restructuring plan above
referred to, on November 10, 2005, Grupo TMM agreed to
sell all of the shares representing the capital stock
of Servicios en Puertos y Terminales, S.A de C.V. to an
unrelated party. The transaction generated a loss on
the sale of this subsidiary of $0.3 million. Before the
sale, Servicios en Puertos y Terminales, S.A. de C.V.
decided to sell to Grupo TMM the following companies:
Transportación Marítima Mexicana, S.A de C.V. (formerly
Naviera del Pacífico, S.A de C.V.), Operadora Portuaria
de Tuxpan, S.A. de C.V., Terminal Marítima de Tuxpan,
S.A. de C.V. and TMG Overseas, S.A. The latter, TMG
Overseas, S.A., was sold by Grupo TMM on December 27,
2005, to an unrelated party, with a resulting loss on
the transaction of $5.2 million.c)
    
    Likewise, as part of the same plan Grupo TMM
decided to sell División de Negocios Especializados,
S.A. de C.V. (DNE) to Servicios en Puertos y
Terminales, S.A. de C.V. on January 11, 2005. The
latter company decided to sell on March 15, 2005 all
the shares representing the capital stock of DNE to an
unrelated party, generating a gain of $0.7 million.d)
    
    As a result of the merger of Transportes Marítimos
México, S.A. de C.V. and TMM Multimodal, S.A. de C.V.
into Grupo TMM, the following companies became direct
subsidiaries of Grupo TMM: Marítima Mexicana, S.A. de
C.V., 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 in May 2006. Finally, on May 15, 2006,
SMR and Marmex merged into TMM, leaving TMM as the
surviving entity.e)
    
    On December 27, 2005, Marmex Offshore, S.A. de
C.V. was incorporated in Mexico City, DF, whose line of
business consists of providing sea and river
transportation services.f)
    
    On June 20, 2005, the following companies were
incorporated in the State of México: Buques Tanque del
Pacífico, S.A. de C.V. and Buques Tanque del Golfo,
S.A. de C.V. Both companies line of business is the
sea and river transportation services.g)
    
    On July 19, 2005, TMM Logistics, S.A. de C.V. and
Inmobiliaria TMM, S.A. de C.V. acquired 49% and 1%,
respectively, of the remaining 50% of the shares of
Promotora Intermodal de Carga, S.A. de C.V. (PIC) owned
by Key Solutions, S.A. de C.V. (an unrelated party).
Moreover, PIC owned 70% of the shares issued and
outstanding of N.L. Cargo, S.A. de C.V. (NL Cargo),
with the remaining 30% owned by an unrelated party GNL
División Comercial, S.A. de C.V. In October 2006, both
PIC and NL Cargo merged into TMM Logistics. F-10




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 h)
    
    On November 30, 2006, SAT merged into SLM.i)
    
    On December 11, 2006, the company Almacenadora de
Depósito Moderno, S.A. de C.V. (Ademsa) was acquired
for an amount up to $12.4 million. As of December 31,
2006, $9.7 million has been paid with respect to this
acquisition.j)
    
    On March 31, 2006, the company Marmex
International Services, S.A. de C.V. was formed in
Mexico with the objective of providing maritime and
fluvial transport services. 2. Non-current assets available for sale and discontinued operations
    ,
  F-11




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
     For thethreemonthsendedDecember 31,
    
    March 31,2004(1)
    
    2005(1)Transportation revenues
    
    $
    679,328
    
    
    $
    157,459Costs and expenses
    
    
    553,460
    
    
    
    127,726Income on transportation
    
    
    125,868
    
    
    
    29,733Other (expenses) income  Net
    
    
    (6,397
    )
    
    
    (1,511
    )Operating income
    
    
    119,471
    
    
    
    28,222Net financing cost
    
    
    (111,029
    )
    
    
    (26,586
    )Income before income taxes and minority interest
    
    
    8,442
    
    
    
    1,636(Provision) benefit for income taxes
    
    
    15,195
    
    
    
    1,787Income before minority interest
    
    
    23,637
    
    
    
    3,423Minority interest
    
    
    (14,167
    )
    
    
    (2,059
    )Net income for the year
    
    $
    9,470
    
    
    $
    1,364Cash Flows:Cash flows from operating activities:Net income for the year
    
    $
    9,470
    
    
    $
    1,364Net cash provided by (used in) operating activities
    
    
    76,827
    
    
    
    (5,156
    )Net cash used in investing activities
    
    
    (4,711
    )
    
    
    (9,089
    )Net cash used in financing activities
    
    
    (61,468
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    10,648
    
    
    
    (14,245
    )Cash and cash equivalents at the beginning of the year
    
    
    3,597
    
    
    
    14,245Cash and cash equivalents at the end of the year
    
    $
    14,245
    
    
    $
    
 
 (1)
    
    Only Railroad Business F-12




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  3. Going Concern
     4. Summary of significant accounting policies:
    a. Consolidation-
  F-13




---



##### Table of Contents



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




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
   2005
    
    2006Increase
    
    IncreaseNet income for the year
    
    $
    1,532
    
    
    $
    837Total assets
    
    
    3,225
    
    
    
    1,181Non controlling interest
    
    
    271
    
    
    
    5Stockholders equity
    
    
    2,954
    
    
    
    1,176
 c. Cash and cash equivalents-
  d. Restricted cash-
  e. Accounts receivable-
   f. Materials and supplies-
  g. Concession rights-
  h. Property, machinery and equipment, net-
  F-15




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
   i. Prepaid expenses-
  j. Goodwill-
   k. Deferred income tax-
    l. Employees statutory profit-sharing-
  m. Borrowings-
  F-16




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 n. Pensions and seniority premiums-
   o. Revenue recognition-
    p. Impairment of long-lived assets-
  q. Leases-
   r. Minority interest-
  s. Segments-
  F-17




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 t. Non-current assets held for sale-
  u. Use of estimates-
  v. Share capital-
   w. Obligations for sale of receivables-
   x. Financial risk management-
 i. Financial risk factors
  ii. Foreign exchange risk
  F-18




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  2005
    
    2006Assets
    
    $
    44,682
    
    
    $
    50,419Liabilities
    
    
    (78,590
    )
    
    
    (47,791
    )$
    (33,908
    )
    
    $
    2,628
  iii. Interest-rate risk
  iv. Concentration of risk
   v. Financial instruments and hedging activities
    F-19




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
     Fair value of financial instruments
    y. Reclassifications-
  z. New accounting pronouncements-
  
 F-20




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries


2005 stable platform
  Multi-employer Plans Defined Benefit Plans
that Share Risks between Various Entities under Common Control Recognition of the Components of the Defined Benefit Cost in Profit or Loss Disclosure recognition of actuarial
gains and losses
  F-21




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
    
    
    The accounting treatment in consolidated financial statements should not be
dependent on the currency of the monetary item; and
    
    The accounting should not depend on which entity within the group conducts a
transaction with the foreign operation.
           F-22




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  5. Taxes receivable:
  2005
    
    2006Special tax on production and services
    
    $
    165
    
    
    $
    162Income Tax and recoverable VAT
    
    
    9,204
    
    
    
    10,322Other
    
    
    59
    
    
    
    79$
    9,428
    
    
    $
    10,563
 6. Other accounts receivable:
  2005
    
    2006Services for port, maritime and other operations
    
    $
    5,515
    
    
    $
    10,926Insurance claims
    
    
    686
    
    
    
    1,911Employees
    
    
    1,101
    
    
    
    2,515Former stockholders of Ademsa
    
    
    
    
    
    
    1,016Other
    
    
    2,874
    
    
    
    1,433$
    10,176
    
    
    $
    17,801
 7. Other current assets:
  2005
    
    2006Prepaid expenses
    
    $
    2,097
    
    
    $
    3,129Insurance
    
    
    893
    
    
    
    934Prepaid insurance premiums
    
    
    216
    
    
    
    324Others
    
    
    16
    
    
    
    38$
    3,222
    
    
    $
    4,425
 8. Concession rights:
  F-23




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
   EstimatedUseful Lives2005
    
    
    2006
    
    
    (Years)Integral Acapulco Port Administration (1)
    
    $
    6,783
    
    
    $
    6,783
    
    
    25Tugboats in the Port of Manzanillo (See Note 1)(2)
    
    
    2,170
    
    
    
    2,170
    
    
    88,953
    
    
    
    8,953Accumulated amortization
    
    
    (4,512
    )
    
    
    (5,001
    )Concession rights  Net
    
    $
    4,441
    
    
    $
    3,952
 Amortization of concession rights was $0.5 million for the years ended December 31, 2004, 2005 and
2006.(1)
    
    Concession is due in June 2021.(2)
    
    Concession is due in January 2015. As of January 2007 the concession value has been fully
amortized.
 9. Property, machinery and equipment, net:
  2005Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atbeginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    end of
    
    Estimatedyear-net of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    year-net of
    
    usefulaccumulated
    
    
    
    
    
    
    
    
    
    Transfers and
    
    
    
    
    
    
    
    
    
    accumulated
    
    lifedepreciation
    
    Additions
    
    Disposals
    
    others
    
    
    
    
    
    Depreciation
    
    depreciation
    
    (years)Vessels
    
    $
    14,356
    
    
    $
    76,977
    
    
    $
    107
    
    
    $
    4,696
    
    
    
    
    
    
    $
    6,415
    
    
    $
    89,507
    
    
    
    25Dry  docks:(major vessel repairs)
    
    
    2,148
    
    
    
    1,006
    
    
    
    66
    
    
    
    (321
    )
    
    
    
    
    
    
    1,126
    
    
    
    1,641
    
    
    
    2.5Buildings and installations
    
    
    11,660
    
    
    
    20
    
    
    
    
    
    
    
    376
    
    
    
    
    
    
    
    1,011
    
    
    
    11,045
    
    
    20 and 25Warehousing equipment
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    92
    
    
    
    10Computer equipment
    
    
    465
    
    
    
    153
    
    
    
    
    
    
    
    (71
    )
    
    
    
    
    
    
    243
    
    
    
    304
    
    
    3 and 4Terminal equipment
    
    
    1,901
    
    
    
    6
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    440
    
    
    
    1,486
    
    
    
    10Ground transportation
equipment
    
    
    9,837
    
    
    
    4,971
    
    
    
    500
    
    
    
    1,911
    
    
    
    
    
    
    
    1,423
    
    
    
    14,796
    
    
    4.5 and 10Other equipment
    
    
    4,101
    
    
    
    210
    
    
    
    2
    
    
    
    (2,380
    )
    
    
    
    
    
    
    410
    
    
    
    1,51944,568
    
    
    
    83,343
    
    
    
    675
    
    
    
    4,230
    
    
    
    
    
    
    
    11,076
    
    
    
    120,390Land
    
    
    14,268
    
    
    
    
    
    
    
    94
    
    
    
    (104
    )
    
    
    
    
    
    
    
    
    
    
    14,070Construction in progress
    
    
    21,500
    
    
    
    23,688
    
    
    
    201
    
    
    
    (13,630
    )
    
    
    
    
    
    
    
    
    
    
    31,357$
    80,336
    
    
    $
    107,031
    
    
    $
    970
    
    
    $
    (9,504
    )
    
    
    (1
    )
    
    $
    11,076
    
    
    $
    165,817
 F-24




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 2006Balance atbeginning
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atof year-net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    end of year-
    
    Estimatedof
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    net of
    
    usefulaccumulated
    
    
    
    
    
    
    
    
    
    Transfers and
    
    
    
    
    
    accumulated
    
    lifedepreciation
    

Additions
    
    Disposals
    
    others
    
    Depreciation
    
    depreciation
    
    (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 and 25Warehousing equipment
    
    
    92
    
    
    
    
    
    
    
    
    
    
    
    1,181
    
    
    
    23
    
    
    
    1,250
    
    
    
    10Computer equipment
    
    
    304
    
    
    
    137
    
    
    
    
    
    
    
    91
    
    
    
    176
    
    
    
    356
    
    
    3 and 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 and 10Other equipment
    
    
    1,519
    
    
    
    407
    
    
    
    
    
    
    
    494
    
    
    
    325
    
    
    
    2,095120,390
    
    
    
    136,255
    
    
    
    367
    
    
    
    8,952
    
    
    
    16,302
    
    
    
    248,928Land
    
    
    14,070
    
    
    
    306
    
    
    
    381
    
    
    
    121
    
    
    
    
    
    
    
    14,116Construction in progress
    
    
    31,357
    
    
    
    17,786
    
    
    
    22,886
    (2)
    
    
    (6,490
    )
    
    
    
    
    
    
    19,767$
    165,817
    
    
    $
    154,347
    
    
    $
    23,634
    
    
    $
    2,583
    (3)
    
    $
    16,302
    
    
    $
    282,811
 (1)
    
    The balance is attributable to the retirement of assets as a result of the sale of the
Colombian Subsidiaries.(2)
    
    Includes $19.3 million of impairment test of long-lived assets and $3.6 million of cancelation
fiduciary rights.(3)
    
    Includes assets from the acquisition of subsidiaries for $2.5 million and $0.1 million of
translation adjustment.
  10. Prepaid expense:
  2005
    
    2006Guarantee deposit
    
    $
    856
    
    
    $
    812Prepaid expenses
    
    
    2,300
    
    
    
    2,661$
    3,156
    
    
    $
    3,473
 F-25




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 11. Investments held in associated companies:
  PercentagePercentage of
    
    
    
    
    
    ofOwnership
    
    2005
    
    Ownership
    
    2006Seglo, S.A. de C.V.
    
    
    39
    %
    
    
    3,351
    
    
    
    39
    %
    
    
    3,859Procesos Operativos de Materiales, S.A. de C.V.
    
    
    39
    %
    
    
    19
    
    
    
    39
    %
    
    
    23Joint Ventures, port and real estate business
    
    
    50
    %
    
    
    4,016
    
    
    
    
    
    
    
    $
    7,386
    
    
    
    
    
    
    $
    3,882
 12. Intangible assets:
  2005Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atbeginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    end of year 
    
    Estimatedyear - net of
    
    
    
    
    
    
    
    
    
    Transfers
    
    Amortization/
    
    net of
    
    usefulaccumulated
    
    
    
    
    
    
    
    
    
    and
    
    impairment
    
    accumulated
    
    lifeamortization
    
    Additions
    
    Disposals
    
    cancellations
    
    test
    
    amortization
    
    (years)Software
    
    $
    101
    
    
    $
    43
    
    
    $
    
    
    
    $
    (22
    )
    
    $
    101
    
    
    $
    21
    
    
    3 and 5Goodwill
    
    
    4,348
    
    
    
    
    
    
    
    362
    
    
    
    (710
    )
    
    
    3,276
    
    
    
    Trademarks (1)
(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    9,000$
    4,449
    
    
    $
    43
    
    
    $
    362
    
    
    $
    8,268
    
    
    $
    3,377
    
    
    $
    9,021
 2006Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atbeginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization
    
    end of year 
    
    Estimatedyear - net of
    
    
    
    
    
    
    
    
    
    
    
    
    
    /
    
    net of
    
    usefulaccumulated
    
    
    
    
    
    
    
    
    
    Transfers and
    
    impairment
    
    accumulated
    
    lifeamortization
    
    Additions
    
    Disposals
    
    cancellations
    
    test
    
    amortization
    
    (years)Software
    
    $
    21
    
    
    $
    998
    
    
    $
    
    
    
    $
    (603
    )
    
    $
    22
    
    
    $
    394
    
    
    3 and 5Goodwill (2)
    
    
    
    
    
    
    10,425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,425Trademarks (1)
(1)
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000$
    9,021
    
    
    $
    11,423
    
    
    $
    
    
    
    $
    (603
    )
    
    $
    22
    
    
    $
    19,819
 (1)
    
    On December 31, 2004, Grupo TMM acquired the rights of the trademark Marmex from its
joint venture partner Seacor Marine International, LLC by $9.0 million, which was presented as an
item deducting the minority interest amount. As described in Note 1d), Grupo TMM acquired such
minority interest, so the trademark rights are now classified within Intangible assets.(2)
    
    This goodwill arises from the business combination of Ademsa as the acquiree (See Note 1i).
The customer relationship intangible asset was not recognized separately from goodwill in view that
its fair value could not be measured reliably.
 F-26




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 13. Debt:
  2005
    
    2006Net Borrowings
    
    Net BorrowingsShort-term portion of long-term debt:Natixis
(formerly Natexis Banques Populaires) (1)
    
    $
    9,979
    
    
    $
    9,955DZ Bank (4)
    
    
    
    
    
    
    7,575West LB AG (2)
    
    
    
    
    
    
    4,030Bank of Tokio Mitsubishi (2)
    
    
    
    
    
    
    3,1172006 Notes (6)
    
    
    1,967
    
    
    
    Banca Mifel, S.A.
    
    
    150
    
    
    
    HSBC, S.A. (7)
    
    
    
    
    
    
    555BBVA Bancomer, S.A. (7)
    
    
    
    
    
    
    254Santander Serfín, S.A. (7)
    
    
    
    
    
    
    226Banca Invex, S.A. (5)
    
    
    1,497
    
    
    
    Interest payable
    
    
    21,953
    
    
    
    1,843$
    35,546
    
    
    $
    27,555Long-term debt:Natixis
(formerly Natexis Banques Populaires) (1)
    
    $
    56,007
    
    
    $
    46,025West LB AG (2)
    
    
    
    
    
    
    41,031Bank of Tokio Mitsubishi (2)
    
    
    
    
    
    
    29,620New Notes due 2007 (3)
    
    
    466,508
    
    
    
    DZ Bank (4)
    
    
    
    
    
    
    24,725Banca Invex, S.A. (5)
    
    
    2,248
    
    
    
    $
    524,763
    
    
    $
    141,401
 (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 one is
directed to secure revenue and debt repayment after obtaining the right to collect from PEMEX
the services rendered; and the second one is directed to secure the vessel as collateral.(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 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 one is directed to secure revenue and debt repayment after obtaining the
right to collect the services rendered to PEMEX and other
clients; and, the second one is directed to secure the vessels as collateral.
 F-27




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 (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.On August 11, 2004, Grupo TMM completed the Exchange Offer of its New Senior Secured Notes
expiring in 2007 (the New Notes due 2007) upon the closing of a private exchange offer,
which closed simultaneously with a public exchange offer for the Companys 2003 and 2006
notes. 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.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 of, 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.New 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 $508,703 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 will increase 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 elects to extend the maturity of the New
Notes due 2007 until August 1, 2008, it would have to pay 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 be 12% payable in cash only. Grupo TMM has restricted cash in the amount
of $347.9 million as of December
 F-28




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 31, 2005, dedicated to prepay a portion of the New Notes
2007. Once this cash is applied to the payment of the 2007 Bonds, the company is 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 bonds.On January 17, 2006, the Company used the Restricted Cash (resulting from the sale of 18
million shares of Kansas City Southern stock for an aggregate gross cash consideration of
$400.5 million) 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 14), 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)
    
    On 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. On 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 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 one is directed to secure revenue and debt
repayment after obtaining the right to collect the services rendered from PEMEX Exploracion y
Produccion and other clients; and the second one is directed to secure the vessels as
collateral.(5)
    
    For 2005, this bank borrowing represents a credit line with Banco Invex, S.A. of up to $4.89
million (52 million pesos) for the sole purpose of acquiring transportation equipment (trucks
and trailers), payable in quarterly installments of principal and monthly interest at a
variable interest rate of TIIE plus 550 basis points, due on June 20, 2008. This bank loan was
repaid in full on September 2006 when the outstanding balance was $2.8 million ($31.8 million
pesos). The effective interest rate as of September 21, 2006 was 12.78%.(6)
    
    The 2006 notes represent ten-year instruments bearing 10.25% annual interest (10% annually
until November 14, 2000) until their maturity on November 15, 2006. On such date, the Company
paid the 2006 notes in full.(7)
    
    On December 2006, Grupo TMM acquired 100% of the capital stock of Ademsa  See Note 1i). At
such time, Ademsa had three outstanding Mexican peso-denominated loans:
  F-29




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
   Covenants 
    2005
    
    2006Maturity
    
    Net Borrowings
    
    Net Borrowings2007
    
    $
    466,508
    
    
    $
    2008
    
    
    2,248
    
    
    
    2010
    
    
    56,007
    
    
    
    53,4502013
    
    
    
    
    
    
    87,951$
    524,763
    
    
    $
    141,401
  2005
    
    
    2006Book
    
    
    Fair
    
    
    Book
    
    
    Fairvalue
    
    
    value
    
    
    value
    
    
    valueShort-term debt:Fixed-rate
    
    $
    12,858
    
    
    $
    12,685
    
    
    $
    17,147
    
    
    $
    17,147Variable-rate
    
    
    1,647
    
    
    
    1,647
    
    
    
    8,591
    
    
    
    8,591Transaction costs
    
    
    (912
    )
    
    
    
    
    
    
    (26
    )
    
    
    Interest payable
    
    
    21,953
    
    
    
    
    
    
    
    1,843
    
    
    
    $
    35,546
    
    
    $
    14,332
    
    
    $
    27,555
    
    
    $
    25,738
 F-30




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 2005
    
2006Book
    
    Fair
    
    Book
    
    Fairvalue
    
    value
    
    value
    
    valueLong-term debt:Fixed rate
    
    $
    543,984
    
    
    $
    554,963
    
    
    $
    81,991
    
    
    $
    81,991Variable rate
    
    
    2,248
    
    
    
    2,248
    
    
    
    59,410
    
    
    
    59,410Transaction costs
    
    
    (21,469
    )
    
    
    
    
    
    
    
    
    
    
    $
    524,763
    
    
    $
    557,211
    
    
    $
    141,401
    
    
    $
    141,401
 14. Obligations from sale of receivables:
      Series 2006
    
    $
    200,000Payments
    
    
    (4,846
    )Outstanding balance
    
    
    195,154Interest payable
    
    
    1,756Transaction cost
    
    
    (7,566
    )Current portion
    
    
    (16,727
    )Obligation for the sale of long-term accounts receivable
    
    $
    172,617
 F-31




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  2006Maturity
    
    Debt - Net Borrowings2007
    
    $
    16,7272008
    
    
    16,9092009
    
    
    19,1452010
    
    
    64,7512011 and thereafter
    
    
    77,622$
    195,154
 15. Convertible notes:
      F-32




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 16. Balances and transactions with related parties:
  2005
    
    2006(*)Accounts receivable:Seglo Operaciones Logísticas (1)
    
    $
    11
    
    
    $
    62$
    11
    
    
    $
    62
 (*)
    
    The accounts receivable and payable due from or due to related parties were driven by the
services disclosed in the transactions with related parties.(1)
    
    Seglo Operaciones Logísticas, S.A. de C.V. is a 50% jointly controlled interest by Grupo
TMM carrying out supply and logistics operations for the automotive industry.
  2004
    
    2005
    
    2006Income:Management fee(1)
    
    $
    234
    
    
    $
    262
    
    
    $
    298Expense:Administrative services(2)
    
    
    4,908
    
    
    
    5,177
    
    
    
    5,686Fees(2)
    
    
    1,043
    
    
    
    167
    
    
    
    203Personnel on board items(3)
    
    
    61
    
    
    
    116
    
    
    
    
 (1)
    
    Includes management fees billed by Grupo TMM S.A.B. and Servicios Corporativos TMM, S.A. de
C.V. to Seglo S.A. in the amount of $127, $91 and $130, for the years ended December 31, 2004, 2005
and 2006, respectively. Also includes Seglo Operaciones Logisticas, S.A. de C.V. invoicing to
Seglo S.A. at December 2004, 2005 and 2006 for $102, $158 and $74, respectively.(2)
    
    A transaction between Seglo Operaciones Logísticas, S.A. de C.V. and Seglo S.A.(3)
    
    Personnel in Marmex from Seacor Marine LLC.
  Short-term employee benefits
    
    2004
    
    2005
    
    2006Salaries
    
    $
    5,697
    
    
    $
    4,809
    
    
    $
    5,670Social
security costs
    
    
    997
    
    
    
    876
    
    
    
    963$
    6,694
    
    
    $
    5,685
    
    
    $
    6,633
 F-33




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 17. Accrued expenses:
  2005
    
    2006General expenses
    
    $
    11,778
    
    
    $
    8,989Operational expenses
    
    
    10,507
    
    
    
    16,793Taxes payable
    
    
    5,787
    
    
    
    9,386Purchased services
    
    
    894
    
    
    
    407Salaries and wages
    
    
    1,778
    
    
    
    2,038Seacor Marine International, LLC
    
    
    15,600
    
    
    
    Other
    
    
    1,342
    
    
    
    227$
    47,686
    
    
    $
    37,840
 18. Other long term liabilities:
  2005
    
    2006Tax on dividends
    
    $
    4,384
    
    
    $
    4,384Termination benefits provision
    
    
    1,159
    
    
    
    5,972$
    5,543
    
    
    $
    10,356
 19. Stockholders equity:
 Capital stock
   Dividends
   F-34




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  20. Other (expenses) income -net:
  2004
    
    2005
    
    2006Taxes recovered, net of (expenses) incurred
    
    $
    17,132
    
    
    $
    453
    
    
    $
    (55
    )(Loss) gain on sales of subsidiaries (Note 1)
    
    
    (60
    )
    
    
    3,520
    
    
    
    Reserve for BIMMSA contingencies
    
    
    (708
    )
    
    
    (39
    )
    
    
    Goodwill amortization
    
    
    (227
    )
    
    
    
    
    
    
    Impairment test goodwill adjustment
    
    
    
    
    
    
    (3,276
    )
    
    
    Impairment test in long-lived assets
    
    
    
    
    
    
    
    
    
    
    (21,262
    )Negative goodwill write-off
    
    
    
    
    
    
    355
    
    
    
    Provision for SSA management fees
    
    
    (172
    )
    
    
    (1,348
    )
    
    
    (1,530
    )Provision for labor contingencies
    
    
    
    
    
    
    
    
    
    
    (1,080
    )Other  Net
    
    
    267
    
    
    
    (687
    )
    
    
    (139
    )$
    16,232
    
    
    $
    (1,022
    )
    
    $
    (24,066
    )
 21. Income tax, asset tax and tax loss carryforwards:
 Income tax
     F-35




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
    2004
    
    2005
    
    2006Current income tax
    
    $
    (231
    )
    
    $
    (460
    )
    
    $
    (1,076
    )Deferred income tax
    
    
    (43,300
    )
    
    
    63,186
    
    
    
    29,288Net benefit (provision)
    
    
    (43,531
    )
    
    
    62,726
    
    
    
    28,212Asset tax
    
    
    (172
    )
    
    
    (705
    )
    
    
    (397
    )(Provision) benefit for income taxes
    
    $
    (43,703
    )
    
    $
    62,021
    
    
    $
    27,815
  2004
    
    2005
    
    2006Loss before income taxes
    
    $
    (65,659
    )
    
    $
    (85,892
    )
    
    $
    (47,498
    )Income tax at 33% in 2004, 30% in 2005 and 29% in 2006
    
    
    21,667
    
    
    
    25,768
    
    
    
    13,774Increase (decrease) resulting from:Difference in depreciation and amortization
    
    
    1,042
    
    
    
    3,756
    
    
    
    (13,199
    )Materials and supplies
    
    
    15
    
    
    
    (359
    )
    
    
    7Inflationary effects on monetary assets
and liabilities net
    
    
    (2,171
    )
    
    
    (6,524
    )
    
    
    (2,450
    )Inflationary effects related to indexing and exchange rate
devaluation on tax loss carryforwards -net
    
    
    17,990
    
    
    
    (19,879
    )
    
    
    48,528Provisions and allowances for doubtful accounts
    
    
    (41,311
    )
    
    
    (16,263
    )
    
    
    (3,163
    )Sale of assets
    
    
    955
    
    
    
    2,940
    
    
    
    367Valuation allowance on tax loss carryforwards
    
    
    (41,171
    )
    
    
    (58,399
    )
    
    
    (15,699
    )Non-taxable revenue
    
    
    220
    
    
    
    7,800
    
    
    
    791Sale of shares
    
    
    269
    
    
    
    128,655
    
    
    
    (390
    )Non deductible expenses
    
    
    (6
    )
    
    
    (8,479
    )
    
    
    (3,956
    )
 F-36




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 2004
    
    2005
    
    2006Change in tax rates
    
    
    (1,160
    )
    
    
    2,812
    
    
    
    3,252Other  net
    
    
    (42
    )
    
    
    193
    
    
    
    (47
    )Net income tax (provision) benefit
    
    $
    (43,703
    )
    
    $
    62,021
    
    
    $
    27,815
   2005
    
    2006Tax loss carryforwards
    
    $
    215,647
    
    
    $
    283,161Valuation allowance
    
    
    (131,521
    )
    
    
    (147,220
    )84,126
    
    
    
    135,941Income tax paid on dividends
    
    
    370
    
    
    
    364Inventories and provisions, net
    
    
    14,882
    
    
    
    4,710Concession rights and property, machinery and equipment
    
    
    (15,822
    )
    
    
    (28,182
    )Net deferred tax assets
    
    $
    83,556
    
    
    $
    112,833
  Asset tax
  Tax loss carryforwards
  Inflation-indexedamounts up to JuneYear in which loss
    
    
    2006, in thousands of
    
    
    Year ofarose
    
    
    US dollars
    
    
    expiration1998
    
    
    $
    135,370
    
    
    20082000
    
    
    
    42,779
    
    
    20102001
    
    
    
    223,325
    
    
    20112002
    
    
    
    179,253
    
    
    20122003
    
    
    
    140,196
    
    
    20132004**
    
    
    
    59,479
    
    
    20142005
    
    
    
    643,878
    
    
    20152005**
    
    
    
    551
    
    
    20152006
    
    
    
    70,277
    
    
    2016$
    1,495,108
 
 **
    
    Arising from differences on the Net Tax Profit Account (Mexican income tax law, article 71,
seventh paragraph). F-37




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##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 22. Financial information by segment:
   EliminationbetweenSpecialized
    
    
    
    
    
    Ports and
    
    
    
    
    
    segmentsmaritime
    
    Logistics
    
    terminals
    
    Railroad
    
    and shared
    
    TotalDecember 31, 2004
    
    division
    
    division
    
    division
    
    division
    
    accounts
    
    consolidatedTransportation revenues
    
    $
    127,756
    
    
    $
    97,583
    
    
    $
    26,647
    
    
    $
    699,223
    
    
    $
    (20,880
    )
    
    $
    930,329Costs and expenses
    
    
    (108,066
    )
    
    
    (90,411
    )
    
    
    (24,146
    )
    
    
    (486,850
    )
    
    
    5,196
    
    
    
    (704,277
    )Depreciation and
amortization
    
    
    (5,033
    )
    
    
    (2,842
    )
    
    
    (2,111
    )
    
    
    (86,503
    )
    
    
    (275
    )
    
    
    (96,764
    )Income on transportation
    
    $
    14,657
    
    
    $
    4,330
    
    
    $
    390
    
    
    $
    125,870
    
    
    $
    (15,959
    )
    
    $
    129,288Costs, expenses and
income not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (231,835
    )Net loss for the year
attributable to equity
holders of Grupo TMM, S.A.B.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (102,547
    )Total assets by segment
    
    $
    196,077
    
    
    $
    85,695
    
    
    $
    74,013
    
    
    $
    2,057,950
    
    
    $
    
    
    
    $
    2,413,735Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61,698
    )
    
    
    (61,698
    )Total assets
    
    $
    196,077
    
    
    $
    85,695
    
    
    $
    74,013
    
    
    $
    2,057,950
    
    
    $
    (61,698
    )
    
    $
    2,352,037Total liabilities by
segment
    
    $
    61,028
    
    
    $
    43,778
    
    
    $
    41,491
    
    
    $
    1,054,556
    
    
    $
    
    
    
    $
    1,200,853Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    514,517
    
    
    
    514,517Total liabilities
    
    $
    61,028
    
    
    $
    43,778
    
    
    $
    41,491
    
    
    $
    $1,054,556
    
    
    $
    514,517
    
    
    $
    1,715,370Total capital
expenditures by segment
    
    $
    50
    
    
    $
    6,982
    
    
    $
    590
    
    
    $
    44,408
    
    
    $
    
    
    
    $
    52,030Shared non-cash
transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81
    
    
    
    81Total non-cash
transactions
    
    $
    50
    
    
    $
    6,982
    
    
    $
    590
    
    
    $
    44,408
    
    
    $
    81
    
    
    $
    52,111
 EliminationbetweenSpecialized
    
    
    
    
    
    Ports and
    
    Railroad
    
    segments andmaritime
    
    Logistics
    
    terminals
    
    division
    
    shared
    
    TotalDecember 31, 2005
    
    division
    
    division
    
    division
    
    (*)
    
    accounts
    
    consolidatedTransportation revenues
    
    $
    159,575
    
    
    $
    108,402
    
    
    $
    38,853
    
    
    $
    170,088
    
    
    $
    (12,861
    )
    
    $
    464,057Costs and expenses
    
    
    (129,523
    )
    
    
    (107,154
    )
    
    
    (35,334
    )
    
    
    (117,925
    )
    
    
    (4,475
    )
    
    
    (394,411
    )Depreciation and
amortization
    
    
    (7,887
    )
    
    
    (2,192
    )
    
    
    (2,267
    )
    
    
    (22,431
    )
    
    
    (22
    )
    
    
    (34,799
    )Income on transportation
    
    $
    22,165
    
    
    $
    (944
    )
    
    $
    1,252
    
    
    $
    29,732
    
    
    $
    (17,358
    )
    
    $
    34,847Costs, expenses and income
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,457Net gain for the year
attributable to equity holders
of Grupo TMM, S.A.B.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    171,304Total assets by segment
    
    $
    254,178
    
    
    $
    96,952
    
    
    $
    67,637
    
    
    $
    
    
    
    $
    
    
    
    $
    418,767Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    374,359
    
    
    
    374,359Total assets
    
    $
    254,178
    
    
    $
    96,952
    
    
    $
    67,637
    
    
    $
    
    
    
    $
    374,359
    
    
    $
    793,126Total liabilities by segment
    
    $
    62,665
    
    
    $
    39,938
    
    
    $
    1,605
    
    
    $
    
    
    
    $
    
    
    
    $
    104,208Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    552,172
    
    
    
    552,172Total liabilities
    
    $
    62,665
    
    
    $
    39,938
    
    
    $
    1,605
    
    
    $
    
    
    
    $
    552,172
    
    
    $
    656,380Total capital expenditures
by segment
    
    $
    92,137
    
    
    $
    11,657
    
    
    $
    1,329
    
    
    $
    43,339
    
    
    $
    
    
    
    $
    148,462Shared non-cash transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,948
    
    
    
    3,948Total non-cash transactions
    
    $
    92,137
    
    
    $
    11,657
    
    
    $
    1,329
    
    
    $
    43,339
    
    
    $
    3,948
    
    
    $
    152,410
 
 (*)
    
    For the three months ended March 31, 2005. F-38




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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
    )Income on transportation
    
    $
    31,350
    
    
    $
    (2,435
    )
    
    $
    1,387
    
    
    $
    (19,168
    )
    
    $
    11,134Costs, expenses and income
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,774Net gain for the year
attributable to equity holders
of Grupo TMM, S.A.B.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    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 non-cash transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,536
    
    
    
    1,536Total non-cash transactions
    
    $
    159,430
    
    
    $
    22,237
    
    
    $
    1,099
    
    
    $
    1,536
    
    
    $
    184,302
 23. Pensions and seniority premiums:
    F-39




---



##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 2004
    
    2005
    
    2006Service cost
    
    $
    424
    
    
    $
    442
    
    
    $
    135Interest cost
    
    
    971
    
    
    
    1,044
    
    
    
    188Return on plan assets
    
    
    (182
    )
    
    
    (182
    )
    
    
    (170
    )Amortization of the transitory obligation
and variations in assumptions
    
    
    
    
    
    
    
    
    
    
    28Net period cost
    
    $
    1,213
    
    
    $
    1,304
    
    
    $
    181
   2005
    
    2006Projected benefit obligation
    
    $
    (12,538
    )
    
    $
    (8,983
    )Plan assets
    
    
    2,024
    
    
    
    1,905Unamortized transition amount
    
    
    230
    
    
    
    (313
    )Reserve for pensions and seniority premiums
    
    $
    (10,284
    )
    
    $
    (7,391
    )
     F-40




---



##### Table of Contents



Grupo TMM, S.A.B. and Subsidiaries
 24. Earnings (loss) per share
  2004
    
    2005
    
    2006Net (loss) /gain for the year
    
    $
    (102,547
    )
    
    $
    171,304
    
    
    $
    69,908Weighted average number of
shares outstanding
(thousands)
    
    
    56,963
    
    
    
    56,963
    
    
    
    56,963Basic (loss) / gain per
share attributable to Grupo
TMMs Stockholders
    
    $
    (1.800
    )
    
    $
    3.007
    
    
    $
    1.227
 25. Commitments and contingencies:
 a) Commitments:
 Concession Duties
  Leases and charters
   Year
    
    
    2005
    
    20062006
    
    
    $
    38,078
    
    
    $
    2007
    
    
    
    31,918
    
    
    
    46,9622008
    
    
    
    17,697
    
    
    
    31,6052009 and thereafter
    
    
    3,610
    
    
    
    8,098$
    91,303
    
    
    $
    86,665
   Year
    
    
    2005
    
    20062006
    
    
    $
    145
    
    
    $
    2007
    
    
    
    
    
    
    
    3,1812008
    
    
    
    
    
    
    
    3,9222009
    
    
    
    
    
    
    
    3,6052010
    
    
    
    
    
    
    
    3,0682011 and thereafter
    
    
    
    
    
    
    5,808$
    145
    
    
    $
    19,584
 F-41




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 b) Contingencies:
 i) Mutual claims asserted between Grupo and KCS-
    ii) SSA Claims-
  iii) Other legal proceedings
    F-42




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 26. Reconciliation of differences between IFRS and U.S. GAAP:
 a.
    
    Reconciliation of consolidated net (loss) income attributable to equity holders of the
Grupo TMM:
 Note
    
    2004
    
    2005
    
    2006Net (loss) income under IFRS
    
    
    
    $
    (102,547
    )
    
    $
    171,304
    
    
    $
    69,908Sale and lease back transactions
    
    i
    
    
    3,220
    
    
    
    1,339
    
    
    
    Pensions and seniority premium
    
    ii
    
    
    88
    
    
    
    (16
    )
    
    
    (502
    )Additional expense compensation
    
    iii
    
    
    
    
    
    
    (539
    )
    
    
    539Provision for employee indemnifications
    
    iv
    
    
    
    
    
    
    
    
    
    
    (3,633
    )Foreign exchange effect adjustments
    
    v
    
    
    (1,755
    )
    
    
    (1,544
    )
    
    
    1,226Deferred taxes
    
    vi
    
    
    3,500
    
    
    
    12,172
    
    
    
    (417
    )Goodwill amortization
    
    vii
    
    
    762
    
    
    
    2,216
    
    
    
    Debt restructuring fees and expenses
    
    viii
    
    
    (14,829
    )
    
    
    6,385
    
    
    
    8,444Gain on valuation of put option
    
    x
    
    
    6,779
    
    
    
    
    
    
    
    Effect of U.S. GAAP adjustments on minority interest
    
    xi
    
    
    20
    
    
    
    (267
    )
    
    
    (15
    )U.S. GAAP adjustments related to discontinued
operations
    
    xii
    
    
    (11,031
    )
    
    
    (79,432
    )
    
    
    Net (loss) income under U.S. GAAP
    
    
    
    $
    (115,793
    )
    
    $
    111,618
    
    
    $
    75,550
 b.
    
    Reconciliation of stockholders equity attributable to equity holders of the Grupo TMM:
 Note
    
    2005
    
    
    2006Stockholders equity under IFRS
    
    
    
    $
    119,277
    
    
    $
    182,668Pensions and seniority premium
    
    ii
    
    
    178
    
    
    
    (63
    )Additional compensation expense
    
    iii
    
    
    (539
    )
    
    
    Deferred taxes
    
    vi
    
    
    (4,711
    )
    
    
    (4,162
    )Debt restructuring fees and expenses
    
    viii
    
    
    (8,444
    )
    
    
    Loss on acquisition of shares of subsidiaries from
minority stockholders
    
    ix
    
    
    4,090
    
    
    
    4,379Effect of U.S. GAAP adjustments on minority interest
    
    xi
    
    
    21
    
    
    
    5Stockholders equity under U.S. GAAP
    
    
    
    $
    109,872
    
    
    $
    182,827
 F-43




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 c. Analysis of changes in stockholders equity attributable to equity holders of the Grupo
TMM under U.S. GAAP
 2005
    
    
    2006Balance at beginning of period
    
    $
    (3,167
    )
    
    $
    109,872Effect of currency translation
    
    
    1,421
    
    
    
    (2,595
    )Net income for the period
    
    
    111,618
    
    
    $
    75,550Balance at end of period
    
    $
    109,872
    
    
    $
    182,827
 d. Significant differences between IFRS and U.S. GAAP :
 i. Sale and lease back transactions
  ii. Pensions and seniority premium
    2005
    
    
    2006Actuarial present value of benefit obligations:Vested benefit obligation
    
    $
    7,948
    
    
    $
    7,969Non-vested benefit obligation
    
    
    2,418
    
    
    
    711Accumulated benefit obligation
    
    
    10,366
    
    
    
    8,680Additional benefits related to future compensation increase
    
    
    2,172
    
    
    
    297Projected benefit obligation
    
    $
    12,538
    
    
    $
    8,977
  2004
    
    
    2005
    
    
    2006Benefit obligation at beginning of year
    
    $
    10,485
    
    
    $
    11,499
    
    
    $
    12,538Service cost
    
    
    388
    
    
    
    442
    
    
    
    137Interest cost
    
    
    911
    
    
    
    1,044
    
    
    
    752Actuarial loss (gain)
    
    
    481
    
    
    
    360
    
    
    
    (1,099
    )Effect of reduction plan
    
    
    
    
    
    
    
    
    
    
    (2,483
    )Benefits paid
    
    
    (766
    )
    
    
    (807
    )
    
    
    (868
    )Benefit obligation end of year or period
    
    $
    11,499
    
    
    $
    12,538
    
    
    $
    8,977
 F-44




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  2005
    
    
    2006Fair value of plan assets at beginning of year
    
    $
    1,842
    
    
    $
    2,028Exchange gain on plan assets
    
    
    1,174
    
    
    
    910Actual return on plan assets
    
    
    (181
    )
    
    
    (165
    )Benefits paid
    
    
    (807
    )
    
    
    (868
    )Fair value of plan assets at end of year
    
    $
    2,028
    
    
    $
    1,905
 2004
    
    
    2005
    
    
    2006Funded status
    
    $
    (9,657
    )
    
    $
    (10,510
    )
    
    $
    (7,072
    )Unrecognized net actuarial (gain) loss
    
    
    137
    
    
    
    (135
    )
    
    
    (25
    )Unrecognized net transition obligation and intangible asset
    
    
    539
    
    
    
    539
    
    
    
    (118
    )Additional minimum liability
    
    
    
    
    
    
    
    
    
    
    (239
    )Accrued benefit obligation
    
    $
    (8,981
    )
    
    $
    (10,106
    )
    
    $
    (7,454
    )
  2004
    
    
    2005
    
    
    2006Net periodic pension cost under IFRS
    
    $
    1,213
    
    
    $
    1,304
    
    
    $
    180Net periodic pension cost under U.S. GAAP
    
    
    (1,125
    )
    
    
    (1,320
    )
    
    
    (682
    )U.S. GAAP net (loss) income adjustment
    
    $
    88
    
    
    $
    (16
    )
    
    $
    (502
    )
 2005
    
    
    2006Accumulated benefit obligation under IFRS
    
    $
    10,284
    
    
    $
    7,391Accumulated benefit obligation under U.S. GAAP
    
    
    (10,106
    )
    
    
    (7,454
    )U.S. GAAP stockholders equity adjustment
    
    $
    178
    
    
    $
    (63
    )
 F-45




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 iii. Additional compensation expense
  iv. Provision for employee indemnifications
  v. Foreign exchange effect adjustments
  2004
    
    
    2005
    
    
    2006Pensions and seniority Premium
    
    $
    (119
    )
    
    $
    (18
    )
    
    $
    261Deferred taxes
    
    
    (1,636
    )
    
    
    (1,526
    )
    
    
    965$
    (1,755
    )
    
    $
    (1,544
    )
    
    $
    1,226
 vi. Deferred taxes
    vii. Goodwill amortization
  F-46




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  viii. Debt restructuring fees and expenses
  ix.
 x. Valuation of the put options
   xi. Effects of U.S. GAAP adjustments on minority interest
  F-47




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 xii. Discontinued operations
 Sale of the Railroad Business
     Net income
    
    Note
    
    2004
    
    2005
    
    2006Deferred taxes
    
    vi
    
    
    (13,461
    )
    
    
    (173,087
    )
    
    
    Deferred charges
    
    xiii
    
    
    (323
    )
    
    
    520
    
    
    
    Dilution in sale of Mexrail
    
    xiv
    
    
    (9,165
    )
    
    
    
    
    
    
    Depreciation of step-up in Mexrail
    
    xiv
    
    
    (357
    )
    
    
    
    
    
    
    Minority Interest
    
    xi
    
    
    12,275
    
    
    
    93,135
    
    
    
    $
    (11,031
    )
    
    $
    (79,432
    )
    
    $
    
  xiii. Deferred charges
  F-48




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 xiv. Dilution in sale of Mexrail to TFM
    xv. Effect of recently issued accounting pronouncements
  F-49




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
  (1)
    
    Recognition in the statement of financial position of the overfunded or underfunded status of the plans.(2)
    
    Recognition as a component of other comprehensive income, net of tax,
the actuarial gains and losses and the prior service costs and credits
that arise during the period but are not recognized as components of
net periodic benefit costs.(3)
    
    Recognition as an adjustment to retained earnings, net of tax, any
remaining transition asset or transition obligation.(4)
    
    Measurement of defined benefit plan assets and obligations as of the
date of the employers statement of financial position.(5)
    
    Disclosure of additional information in the notes to the consolidated
financial statements about certain effects on periodic benefit costs
in the upcoming fiscal year that arise from delayed recognition of the
actuarial gains and losses and the prior service costs and credits.
     F-50




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 e. Concentration of credit risk
  f. Environmental risks
    g. Statement of cash flows
  h. Condensed
consolidated balance sheets, income and cash flows statements
  Condensed Consolidated Balance Sheet
 2005
    
    
    2006Current assets
    
    $
    470,986
    
    
    $
    168,686Long-tem receivables KCS
    
    
    48,763
    
    
    
    40,000Concession rights and related assets  Net
    
    
    4,441
    
    
    
    3,952Property, machinery and equipment  Net
    
    
    165,817
    
    
    
    282,811Deferred income taxes
    
    
    78,845
    
    
    
    108,671Goodwill
    
    
    4,090
    
    
    
    4,379Other non-current assets
    
    
    33,500
    
    
    
    34,766Total assets
    
    $
    806,442
    
    
    $
    643,265Short-term debt
    
    
    35,547
    
    
    
    27,581Obligations for sale of receivables
    
    
    
    
    
    
    16,727Other short-term liabilities
    
    
    72,139
    
    
    
    58,261Total short-term liabilities
    
    
    107,686
    
    
    
    102,569Long-tem debt
    
    
    547,144
    
    
    
    141,401Obligations for sale of receivables
    
    
    
    
    
    
    180,183Other long-term liabilities
    
    
    24,291
    
    
    
    27,613Total long-term liabilities
    
    
    571,435
    
    
    
    349,197
 F-51




---



##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 2005
    
    
    2006Total liabilities
    
    
    679,121
    
    
    
    451,766Capital stock
    
    
    121,158
    
    
    
    121,158Retained earnings
    
    
    (11,286
    )
    
    
    61,669Stockholders equity attributable to equity holders of Grupo TMM
    
    
    109,872
    
    
    
    182,827Minority interest
    
    
    17,449
    
    
    
    8,672Total liabilities and stockholders equity
    
    $
    806,442
    
    
    $
    643,265
 Condensed Consolidated Statements of Income
 2004
    
    
    2005
    
    
    2006Transportation revenues
    
    $
    251,001
    
    
    $
    306,599
    
    
    $
    248,148Costs and expenses
    
    
    246,632
    
    
    
    300,105
    
    
    
    240,609Income on transportation
    
    
    4,369
    
    
    
    6,494
    
    
    
    7,539Other income (expenses) net
    
    
    19,352
    
    
    
    202
    
    
    
    (24,066
    )Operating income (loss)
    
    
    23,721
    
    
    
    6,696
    
    
    
    (16,527
    )Net financing cost
    
    
    (95,115
    )
    
    
    (84,747
    )
    
    
    (46,158
    )Loss before income taxes, minority interest and
discontinued operations
    
    
    (71,394
    )
    
    
    (78,051
    )
    
    
    (62,685
    )(Provision) Benefit for income taxes
    
    
    (40,203
    )
    
    
    74,193
    
    
    
    27,398Minority interest
    
    
    (2,635
    )
    
    
    (4,455
    )
    
    
    (525
    )Loss before discontinued operations
    
    
    (114,232
    )
    
    
    (8,313
    )
    
    
    (35,812
    )(Loss) income from discontinued operations  Net
    
    
    (1,561
    )
    
    
    119,931
    
    
    
    111,362Net (loss) income for the year
    
    $
    (115,793
    )
    
    $
    111,618
    
    
    $
    75,550(Losses) earnings per share:From continuing operations
    
    $
    (2.005
    )
    
    $
    (0.146
    )
    
    $
    (0.629
    )From discontinuing operations
    
    
    (0.027
    )
    
    
    2.105
    
    
    
    1.955Net attributable to equity holders of Grupo TMM
    
    $
    (2.032
    )
    
    $
    1.959
    
    
    $
    1.326Weighted average of shares (thousands)
    
    
    56,963
    
    
    
    56,963
    
    
    
    56,963
 Condensed Consolidated Statements of Cash Flows
 2004
    
    2005
    
    2006Net (loss) income for the year:
    
    $
    (115,793
    )
    
    $
    111,618
    
    
    $
    75,550Adjustments to reconcile net (loss) income to net
cash provided by (used) in operating activities:Depreciation and amortization
    
    
    100,124
    
    
    
    44,535
    
    
    
    11,994Provision for (benefit from) income taxes
    
    
    40,203
    
    
    
    (74,193
    )
    
    
    (27,398
    )Impairment test in long-lived assets
    
    
    
    
    
    
    
    
    
    
    21,262Net income from discontinued operation for the year
    
    
    1,561
    
    
    
    (119,931
    )
    
    
    Other non cash transactions
    
    
    9,009
    
    
    
    1,721
    
    
    
    (917
    )(Increase) Decrease in restricted cash
    
    
    (943
    )
    
    
    (341,079
    )
    
    
    330,928Changes in other assets and liabilities-Net
    
    
    51,737
    
    
    
    39,878
    
    
    
    (8,699
    )Total adjustments
    
    
    201,691
    
    
    
    (449,069
    )
    
    
    327,170Net cash provided by (used in) operating activities
    
    
    85,898
    
    
    
    (337,451
    )
    
    
    402,720Net cash (used in) provided by investing activities
    
    
    (18,615
    )
    
    
    428,555
    
    
    
    (172,009
    )Net cash used in financing activities
    
    
    (75,460
    )
    
    
    (98,767
    )
    
    
    (261,926
    )Net decrease in cash and cash equivalents
    
    
    (8,177
    )
    
    
    (7,663
    )
    
    
    (31,215
    )Cash and cash equivalents at beginning of the year
    
    
    68,761
    
    
    
    60,584
    
    
    
    52,921Cash and cash equivalents at end of the year From continuing operations
    
    
    46,339
    
    
    
    52,921
    
    
    
    21,706 From discontinuing operations
    
    
    14,245
    
    
    
    
    
    
    
    $
    60,584
    
    
    $
    52,921
    
    
    $
    21,706
 F-52




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 
 ITEM 19. EXHIBITS
  ExhibitNo.
    
    Exhibit1.1
    
    Bylaws of Grupo TMM, S.A. (now Grupo TMM, S.A.B.), together with an English
translation, as registered with the Public Registry of Commerce on September 26,
2002 (incorporated by reference to Exhibit 1.1 of the Annual Report on Form 20-F
for the year ended December 31, 2004).1.2*
    
    Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered with the Public Registry of Commerce on February 23,
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).2.5
    
    Amended and Restated Indenture, dated as of January 25, 2001, to the Indenture
dated as of May 12, 1996, between the Company and The Bank of New York, as trustee
(incorporated herein by reference to Exhibit 2.2 of TMMs Annual Report on Form
20-F for fiscal 2000).2.6
    
    Specimen Global Note representing the 2006 Notes (incorporated herein by reference
to Exhibit 4.3 of the Registration Statement of Form F-4  File No. 333-8322).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).
 95




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 ExhibitNo.
    
    Exhibit2.9
    
    Indenture by and between Grupo TMM, S.A.(now Grupo TMM, S.A.B.) as
Issuer, the Guarantors named therein, and The Bank of New York, as
Trustee, dated as of August 11, 2004, governing Senior Secured
Notes due 2007 (including Form of Senior Secured Note due 2007)
(incorporated herein by reference to Exhibit 2.9 of TMMs Annual
Report on Form 20-F for fiscal 2005).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).4.1
    
    Euro-Commercial Paper Dealer Agreement, dated April 30, 1999, between TMM and Chase
Manhattan International Limited (CMIL), as Dealer translation (incorporated
herein by reference to Exhibit 4.2 of TMMs Annual Report on Form 20-F for fiscal
2000).4.2
    
    Supplemental Dealer Agreement, dated June 18, 1999, between TMM and CMIL
(incorporated herein by reference to Exhibit 4.3 of TMMs Annual Report on Form
20-F for fiscal 2000).4.3
    
    Issue and Paying Agency Agreement, dated April 30, 1999, among TMM, The Chase
Manhattan Bank, London Branch, the Chase Manhattan Bank, New York City Office and
the Chase Manhattan Bank Luxembourg, S.A. (incorporated herein by reference to
Exhibit 4.4 of TMMs Annual Report on Form 20-F for fiscal 2000).4.4
    
    Acquisition Agreement dated as of April 21, 2003, by and among Kansas City
Southern, KARA Sub, Inc., Grupo TMM, S.A. (now Grupo TMM, S.A.B.), TMM Holdings,
S.A. de C.V. and TMM Multimodal, S.A. de C.V. (incorporated by reference to Exhibit
10.25 of the Registration Statement on Form F-4  Registration No. 333-99075
submitted to the Securities and Exchange Commission on April 24, 2003).4.5
    
    Stock Purchase Agreement dated as of April 21, 2003, by and among Kansas City
Southern, Grupo TMM, S.A. (now Grupo TMM, S.A.B.) and Grupo TFM, S.A. de C.V.
(incorporated by reference to Exhibit 10.26 of the Registration Statement on Form
F-4  Registration No. 333-99075 submitted to the Securities and Exchange
Commission on April 24, 2003).4.6
    
    Stock Purchase Agreement dated as of April 10, 2003, by and among
Mexico Ports & Terminals Holdings, S.A. de C.V, SSA Mexico, Inc.,
División de Negocio Especializado, S.A. and Inmobiliaria TMM, S.A.
de C.V. (incorporated by reference to Exhibit 10.27 of the
Registration Statement on Form F-4  Registration No. 333-99075
submitted to the Securities and Exchange Commission on April 24,
2003).4.7
    
    Amended and Restated Acquisition Agreement dated as of December 15,
2004, by and among Grupo TMM, S.A. de C.V. (now Grupo TMM, S.A.B.),
TMM Multimodal, S.A. de C.V., TMM Holdings, S.A. de C.V., Kansas
City Southern, Caymex Transportation, Inc., KCS Finance, Inc., KCS
Sub, Inc., and KARA Sub, Inc. (incorporated by reference to Exhibit
4.28 of the Annual Report on Form 20-F for the year ended December
31, 2004).4.8
    
    Stockholders Agreement dated as of December 15, 2004, by and among
Kansas City Southern, Grupo TMM, S.A. de C.V. (now Grupo TMM,
S.A.B.) and certain of Grupo TMM, S.A. de C.V.s (now Grupo TMM,
S.A.B.) subsidiaries and affiliates (incorporated by reference to
Exhibit 4.29 of the Annual Report on Form 20-F for the year ended
December 31, 2004).
 96




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##### Table of Contents



Grupo
TMM, S.A.B. and Subsidiaries
 ExhibitNo.
    
    Exhibit4.9
    
    Registration Rights Agreement dated as of December 15, 2004, by and
among Kansas City Southern, Grupo TMM, S.A. de C.V. (now Grupo TMM,
S.A.B.) and certain of Grupo TMM, S.A. de C.V.s (now Grupo TMM,
S.A.B.) subsidiaries and affiliates (incorporated by reference to
Exhibit 4.30 of the Annual Report on Form 20-F for the year ended
December 31, 2004).4.10
    
    Marketing and Services Agreement dated as of December 15, 2004, by
and among TMM Logistics, S.A. de C.V., Kansas City Southern and
TFM, S.A. de C.V. (incorporated by reference to Exhibit 4.32 of the
Annual Report on Form 20-F for the year ended December 31, 2004).4.11
    
    Rail Transportation Agreement dated as of December 15, 2004, by and
between TMM Logistics, S.A. de C.V. and TFM, S.A. de C.V.
(Containers) (incorporated by reference to Exhibit 4.33 of the
Annual Report on Form 20-F for the year ended December 31, 2004).4.12
    
    Rail Transportation Agreement dated as of December 15, 2004, by and
between TMM Logistics, S.A. de C.V. and TFM, S.A. de C.V.
(RoadRailers ) (incorporated by
reference to Exhibit 4.34 of the Annual Report on Form 20-F for the
year ended December 31, 2004).6.1*
    
    Computation of earnings per share (IFRS & U.S. GAAP).7.1*
    
    Computation of ratio of earnings to fixed charge (IFRS & U.S. GAAP).8.1*
    
    List of Subsidiaries12.1*
    
    Section 302 Certification of Chief Executive Officer12.2*
    
    Section 302 Certification of Chief Financial Officer13.1*
    
    Section 906 Certification of Chief Executive Officer13.2*
    
    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/ Juan Fernandez GaleazziJuan Fernandez GaleazziChief Financial Officer  98