##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Form 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION
12(b) OR(g) OF THE SECURITIES EXCHANGE ACT
OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 Commission file number 333-14194
 GRUPO TMM, S.A.B.
 (Exact name of Registrant as specified in its charter)
 TMM GROUP  (Translation of Registrants name into English)
 United Mexican States  (Jurisdiction of incorporation or organization)
 Avenida de la Cúspide, No. 4755
Colonia Parques del Pedregal,
14010 México City, D.F., México  (Address of principal executive offices)
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican Depositary Shares (ADSs), each representing
    
    New York Stock Exchangefive Ordinary Participation Certificates(Certificados de Participación Ordinaria)(CPOs)CPOs, each representing one nominative common share,
    
    New York Stock Exchange (for listing purposes only)without par value (Share)Shares
    
    New York Stock Exchange (for listing purposes only)
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
    o þ
  o þ
 þ o
 o o
  o þ o
  o þ o
  o o
  o þ
   o o




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TABLE OF CONTENTS
 PagePART I
    
    
    2ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    2ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    2ITEM 3. KEY INFORMATION
    
    
    2ITEM 4. INFORMATION ON THE COMPANY
    
    
    19ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    39ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    39ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    61ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    67ITEM 8. FINANCIAL INFORMATION
    
    
    69ITEM 9. THE OFFER AND LISTING
    
    
    71ITEM 10. ADDITIONAL INFORMATION
    
    
    74ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    86ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    88PART II
    
    
    89ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    89ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    89ITEM 15. CONTROLS AND PROCEDURES
    
    
    89ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    91ITEM 16B. CODE OF ETHICS
    
    
    91ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    91ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    92ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    
    92ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    92ITEM 16G. CORPORATE GOVERNANCE
    
    
    92PART III
    
    
    93ITEM 17. FINANCIAL STATEMENTS
    
    
    93ITEM 18. FINANCIAL STATEMENTS
    
    
    93ITEM 19. EXHIBITSEX-1.1: AMENDED AND RESTATED BYLAWSEX-2.1: SPECIMEN CPOEX-2.2: AMENDED AND RESTATED DEPOSIT AGREEMENTEX-2.3: CPO TRUST AGREEMENTEX-2.4: PUBLIC DEEDEX-6.1: COMPUTATION OF EARNINGS PER SHAREEX-7.1: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-8.1: LIST OF SUBSIDIARIESEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONEX-13.2: CERTIFICATIONEX-1.1EX-4.1EX-6.1EX-7.1EX-8.1EX-12.1EX-12.2EX-13.1EX-13.2




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




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§
    
    changes in legal or regulatory requirements in Mexico or the United States;§
    
    market and interest rate fluctuations;§
    
    competition in geographic and business areas in which we conduct our operations;§
    
    the adverse resolution of litigation and other contingencies;§
    
    the ability of management to manage growth and successfully compete in new businesses;
and§
    
    the ability of the Company to repay, restructure or refinance its indebtedness.
  
 PART I
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3. KEY INFORMATION
 Selected Financial Data
   GRUPO TMM, S.A.B. AND SUBSIDIARIES UNDER IFRS
 SELECTED CONSOLIDATED FINANCIAL DATA
 ($ in millions, except per share data)
 Year Ended December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005CONSOLIDATED INCOME STATEMENT DATA:Transportation revenues
    
    $
    308.4
    
    
    $
    362.9
    
    
    $
    303.3
    
    
    $
    248.1
    
    
    $
    306.6Other (Expense) Income  Net (a)
    
    
    (5.7
    )
    
    
    8.7
    
    
    
    (4.4
    )
    
    
    (24.1
    )
    
    
    (1.0
    )Operating Income (Loss) (b)
    
    
    23.8
    
    
    
    19.9
    
    
    
    19.3
    
    
    
    (12.9
    )
    
    
    3.7Interest Income
    
    
    7.4
    
    
    
    13.1
    
    
    
    5.6
    
    
    
    4.6
    
    
    
    5.2Interest Expense  Net
    
    
    95.1
    
    
    
    83.0
    
    
    
    55.6
    
    
    
    60.0
    
    
    
    96.0
 2




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Year Ended December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005Exchange Gain (Loss)
    
    
    (30.7
    )
    
    
    145.5
    
    
    
    1.4
    
    
    
    (0.4
    )
    
    
    1.3Income (Loss) before benefit from (provision for) Income
Taxes
    
    
    (94.6
    )
    
    
    95.5
    
    
    
    (29.2
    )
    
    
    (68.8
    )
    
    
    (85.9
    )Benefit from (provision for) Income Taxes
    
    
    (1.1
    )
    
    
    (20.1
    )
    
    
    0.8
    
    
    
    27.8
    
    
    
    62.0Net Income (Loss) from continuing operations for the Year
    
    
    (95.7
    )
    
    
    75.4
    
    
    
    (28.3
    )
    
    
    (40.9
    )
    
    
    (23.8
    )Net Income (Loss) from discontinued operations (c)
    
    
    
    
    
    
    
    
    
    
    (38.6
    )
    
    
    111.4
    
    
    
    199.3Net Income (Loss) for the year
    
    
    (95.7
    )
    
    
    75.4
    
    
    
    (66.9
    )
    
    
    70.4
    
    
    
    175.5Attributable to Minority interest
    
    
    1.4
    
    
    
    0.5
    
    
    
    0.2
    
    
    
    0.5
    
    
    
    4.2Attributable to stockholders of Grupo TMM, S.A.B
    
    
    (97.1
    )
    
    
    74.9
    
    
    
    (67.1
    )
    
    
    69.9
    
    
    
    171.3Earnings (Loss) per Share from continuing operations (d)
    
    
    (1.682
    )
    
    
    1.343
    
    
    
    (0.498
    )
    
    
    (0.719
    )
    
    
    (0.419
    )Earnings (Loss) per Share from discontinued operations
(c) (d)
    
    
    
    
    
    
    
    
    
    
    (0.677
    )
    
    
    1.955
    
    
    
    3.500Earnings (Loss) per Share from Net Income (Loss)
for the year (d)
    
    
    (1.682
    )
    
    
    1.343
    
    
    
    (1.175
    )
    
    
    1.236
    
    
    
    3.080Earnings (Loss) per Share attributable to stockholders
of Grupo 
TMM, S.A.B. (d)
    
    
    (1.706
    )
    
    
    1.334
    
    
    
    (1.177
    )
    
    
    1.227
    
    
    
    3.007Book value per share (e)
    
    
    1.103
    
    
    
    2.990
    
    
    
    1.983
    
    
    
    3.207
    
    
    
    2.094Weighted Average Shares Outstanding (000s)
    
    
    56,894
    
    
    
    56,189
    
    
    
    56,962
    
    
    
    56,963
    
    
    
    56,963BALANCE SHEET DATA (at end of period):Cash and cash equivalents
    
    $
    20.0
    
    
    $
    39.9
    
    
    $
    14.7
    
    
    $
    21.7
    
    
    $
    52.9Restricted cash
    
    
    64.2
    
    
    
    128.5
    
    
    
    37.5
    
    
    
    17.0
    
    
    
    347.9Total Current Assets
    
    
    173.6
    
    
    
    260.4
    
    
    
    142.3
    
    
    
    168.7
    
    
    
    470.9Property, machinery and equipment-Net
    
    
    688.4
    
    
    
    687.7
    
    
    
    351.1
    
    
    
    282.8
    
    
    
    165.8Concessions  Net
    
    
    3.1
    
    
    
    3.4
    
    
    
    3.7
    
    
    
    4.0
    
    
    
    4.4Total Assets
    
    
    1,002.5
    
    
    
    1,088.0
    
    
    
    662.2
    
    
    
    635.5
    
    
    
    793.1Current portion of long term debt (f)
    
    
    16.0
    
    
    
    21.1
    
    
    
    10.5
    
    
    
    27.6
    
    
    
    35.5Obligations for sale of receivables short term (f)
    
    
    7.9
    
    
    
    15.0
    
    
    
    13.5
    
    
    
    16.7
    
    
    
    Long-term debt (f)
    
    
    748.5
    
    
    
    680.4
    
    
    
    310.5
    
    
    
    141.4
    
    
    
    524.8Obligations for sale of receivables long term (f)
    
    
    12.0
    
    
    
    101.0
    
    
    
    113.4
    
    
    
    172.6
    
    
    
    Capital stock
    
    
    155.2
    
    
    
    114.1
    
    
    
    121.1
    
    
    
    121.2
    
    
    
    121.2Stockholders Equity (Deficiency) attributable to
Stockholders of Grupo TMM, S.A.B
    
    
    112.5
    
    
    
    165.1
    
    
    
    113.0
    
    
    
    182.7
    
    
    
    119.3Minority equity interest in subsidiaries
    
    
    7.3
    
    
    
    6.1
    
    
    
    5.9
    
    
    
    8.7
    
    
    
    17.4Total Stockholders Equity
    
    
    119.8
    
    
    
    171.2
    
    
    
    118.9
    
    
    
    191.3
    
    
    
    136.7OTHER DATA:Incremental Capital Investments (g)
    
    $
    73.5
    
    
    $
    401.8
    
    
    $
    104.5
    
    
    $
    184.3
    
    
    $
    145.1Depreciation and Amortization
    
    
    42.5
    
    
    
    31.1
    
    
    
    25.7
    
    
    
    16.5
    
    
    
    12.7
 
 (a)
    
    Includes mainly: (i) in the year ended December 31, 2009: Goodwill impairment
charges and equipment lease expenses; (ii) in the year ended December 31, 2008: a gain from
the sale of certain non-strategic subsidiaries, partially offset by goodwill impairment
charges and equipment lease expenses; (iii) in the year ended December 31, 2007: a
non-recurring restructuring cost, a loss from the sale of non-productive assets and leases of
related equipment, partially offset by a gain from recoverable taxes net of expenses and a
gain from the sale of subsidiaries; (iv) in the year ended December 31, 2006: impairment
charges related to long-lived assets, provision for the management fee to SSA Mexico, Inc.
(SSA), provision for the labor contingencies and credit related to the recognition of the
participation in unconsolidated subsidiaries; (v) in the year ended December 31, 2005: credits
related to recoverable taxes, a gain from the sale of subsidiaries, provision for the
management fee to SSA and an adjustment to goodwill.(b)
    
    Includes the reclassification of income (expense)  net in accordance
with International Accounting Standard (IAS) No.1: Presentation of Financial Statements.(c)
    
    The results of discontinued operations represent the results of our railroad
operations which were sold in April 2005. See Item 5. Operating and Financial Review and
Prospects  Results of Operations  Discontinued Operations.(d)
    
    As of December 31, 2005 and 2006 the number of Shares outstanding was 56,963,137, as
of December 31, 2007 the number of Shares outstanding was 56,933,137, as of December 31,2008
the number of Shares outstanding was 55,227,037, and as of December 31, 2009 the number of
Shares outstanding was 102,024,441. See Item 4. Information on the Company  History and
Development of the Company. 3




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(e)
    
    Book value per Share: results from dividing total shareholders equity attributable
to stockholders of Grupo TMM by the outstanding Shares at the end of each period.(f)
    
    Proceeds received as borrowings are net of transaction costs incurred in accordance
with IAS No. 39: Financial Instruments Recognition and Measurement.(g)
    
    See Item 5. Operating and Financial Review and Prospects  Liquidity and Capital
Resources  Capital Expenditures and Divestitures. GRUPO TMM S.A.B. AND SUBSIDIARIES
 SELECTED CONSOLIDATED OPERATING DATA
 ($ in millions)
 Year Ended December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005TRANSPORTATION REVENUES (IFRS):Ports and Terminals Operations (a)
    
    
    6.6
    
    
    
    8.0
    
    
    
    8.5
    
    
    
    8.1
    
    
    
    38.8Maritime Operations (b)
    
    
    199.6
    
    
    
    206.8
    
    
    
    179.0
    
    
    
    146.4
    
    
    
    159.6Logistics Operations (c)
    
    
    95.4
    
    
    
    134.3
    
    
    
    115.9
    
    
    
    93.9
    
    
    
    108.4Intercompany revenues (d)
    
    
    6.8
    
    
    
    13.8
    
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (0.2
    )Total
    
    $
    308.4
    
    
    $
    362.9
    
    
    $
    303.3
    
    
    $
    248.1
    
    
    $
    306.6INCOME ON TRANSPORTATION (IFRS): (e)Ports and Terminals Operations
    
    
    1.4
    
    
    
    1.6
    
    
    
    1.4
    
    
    
    1.2
    
    
    
    0.7Maritime Operations
    
    
    55.7
    
    
    
    42.0
    
    
    
    44.1
    
    
    
    30.5
    
    
    
    21.2Logistics Operations
    
    
    (9.9
    )
    
    
    (12.0
    )
    
    
    (3.4
    )
    
    
    (6.1
    )
    
    
    (4.8
    )Shared corporate costs (e)
    
    
    (17.7
    )
    
    
    (20.4
    )
    
    
    (18.4
    )
    
    
    (14.5
    )
    
    
    (12.4
    )Total
    
    $
    29.5
    
    
    $
    11.2
    
    
    $
    23.7
    
    
    $
    11.1
    
    
    $
    4.7
 
 (a)
    
    Ports and Terminals Operations consist of a port in Acapulco, Mexico, a terminal at Tuxpan,
Mexico, the operation of shipping agencies at numerous ports in Mexico and, until December
2005, certain Colombian companies.(b)
    
    Maritime Operations primarily consist of offshore vessels, product tankers, parcel tankers
and tugboats.(c)
    
    Our Logistics Operations consist of trucking and intermodal transport, warehousing, container
maintenance and repair and intermodal terminal operations.(d)
    
    Represents intercompany transactions between segments, and certain new businesses which are
in the development process.(e)
    
    Includes restructuring expenses: In 2005: $0.1 million in Maritime Operations, $1.2 million
in Logistics Operations, $0.3 million in Ports and Terminals Operations and $0.4 million in
shared corporate costs. In 2004: $0.2 million in Maritime Operations and $0.6 million in
shared corporate costs. Average Shares Outstanding
  Dividends
  4




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Exchange Rates
   Exchange RatesEnd ofYear Ended December 31,
    
    High(1)
    
    Low(1)
    
    Average(2)
    
    Year(3)2005
    
    
    11.40
    
    
    
    10.41
    
    
    
    10.89
    
    
    
    10.632006
    
    
    11.48
    
    
    
    10.43
    
    
    
    10.90
    
    
    
    10.812007
    
    
    11.27
    
    
    
    10.66
    
    
    
    10.93
    
    
    
    10.912008
    
    
    13.92
    
    
    
    9.92
    
    
    
    11.14
    
    
    
    13.772009
    
    
    15.36
    
    
    
    12.60
    
    
    
    13.51
    
    
    
    13.04
 Exchange RatesMonthly,
    
    High(4)
    
    Low(4)
    
    Average(5)
    
    End of Month(6)Year 2010January
    
    
    12.65
    
    
    
    13.07
    
    
    
    12.83
    
    
    
    13.01February
    
    
    12.78
    
    
    
    13.08
    
    
    
    12.95
    
    
    
    12.78March
    
    
    12.41
    
    
    
    12.78
    
    
    
    12.59
    
    
    
    12.41April
    
    
    12.16
    
    
    
    12.37
    
    
    
    12.24
    
    
    
    12.25May
    
    
    13.18
    
    
    
    12.26
    
    
    
    12.71
    
    
    
    12.86June(7)
    
    
    12.93
    
    
    
    12.46
    
    
    
    12.73
    
    
    
    12.46
 
 (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 June 22, 2010.  5




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Risk Factors
 Risks Relating to our Indebtedness
 Our substantial indebtedness could adversely affect our financial condition and impair our ability
to operate our business, and we may not be able to pay the interest on and principal amount of our
indebtedness.
   
    
    limiting cash flow available for capital expenditures, acquisitions, working capital and
other general corporate purposes because a substantial portion of our cash flow from
operations must be dedicated to servicing debt;
    
    increasing our vulnerability to a downturn in economic or industry conditions;
    
    exposing us to risks inherent in interest rate fluctuations because future borrowings may be
at interest rates that are higher than current rates, which could result in higher interest
expenses;
    
    limiting our flexibility in planning for, or reacting to, competitive and other changes in
our business;
    
    placing us at a competitive disadvantage compared to our competitors that have less debt and
greater operating and financing flexibility than we do;
    
    limiting our ability to engage in activities that may be in our long-term best interest; and
    
    limiting our ability to borrow additional money to fund our working capital and capital
expenditures or to refinance our existing indebtedness, or to enable us to fund the
acquisitions contemplated in our business plan.
   Grupo TMM is primarily a holding company and depends upon funds received from its operating
subsidiaries to make payments on its indebtedness.
  6




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




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




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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.
  9




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




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




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




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Our operations are subject to extensive environmental and safety laws and regulations and we may
incur costs that have a material adverse effect on our financial condition as a result of our
liabilities under or potential violations of environmental and safety laws and regulations.
 Procuraduría Federal de Protección al Ambiente Secretaría
del Medio Ambiente y Recursos Naturales
     13




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




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



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




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##### Table of Contents



Developments in other emerging market countries or in the United States may affect us and the
prices of our securities.
   Mexico may experience high levels of inflation in the future, which could adversely affect our
results of operations.
  2005
    
    
    3.33
    %2006
    
    
    4.05
    %2007
    
    
    3.76
    %2008
    
    
    6.53
    %2009
    
    
    3.57
    %2010 (five months ended May 31)
    
    
    1.42
    %
  Political events in Mexico could affect Mexican economic policy and our business, financial
condition and results of operations.
  17




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



Ports and Terminals Operations.
 Logistics Operations.
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,2009
    
    2008
    
    2007Maritime Operations
    
    $
    199.6
    
    
    $
    206.8
    
    
    $
    179.0Ports and Terminals Operations
    
    
    6.6
    
    
    
    8.0
    
    
    
    8.5Logistics Operations
    
    
    95.4
    
    
    
    134.3
    
    
    
    115.9Intercompany Revenues*
    
    
    6.8
    
    
    
    13.8
    
    
    
    (0.1
    )Total
    
    $
    308.4
    
    
    $
    362.9
    
    
    $
    303.3
 
 *
    
    Represents the elimination of intercompany transactions between segments.  Recent Developments
 Mexican Peso-Denominated Trust Certificates Program
   Purchase of Two Tugboats
  21




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##### Table of Contents



Vessels Purchased through our Trust Certificates Program
 PSV Isla Monserrat
 AHTS Isla Leon (ex Sea Wolverine)
 Two AHT
 Three Mini PSVs Isla Blanca, Isla Ciari and Isla Janitzio
 Two FSIV Isla San Gabriel and Isla San Luis. .
 FPSO Vessel ECO III.
 Mini PSV Isla San Ignacio
 Purchase of Auto Haulage Business Assets
  Sale of Two Vessels
  22




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SSA Claims
      Restructuring of Receivables Securitization Facility and Associated Capital Increase
     Comisión Nacional Bancaria y de Valores
 23




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##### Table of Contents



Sale of Investment in Grupo Seglo
  The Mexican Market
  Foreign Trade 2007-2009(a)As of December 31,(in millions of Dollars)2009
    
    2008
    
    2007Total Exports
    
    $
    229,708
    
    
    $
    291,806
    
    
    $
    271,875Total Imports
    
    $
    234,385
    
    
    $
    308,644
    
    
    $
    281,949Total Trade Flows
    
    $
    464,093
    
    
    $
    600,450
    
    
    $
    553,824Growth RateExports
    
    
    (21.2
    %)
    
    
    7.2
    %
    
    
    8.8
    %Growth RateImports
    
    
    (24.0
    %)
    
    
    9.5
    %
    
    
    10.1
    %Growth RateTotal
    
    
    (22.6
    %)
    
    
    8.4
    %
    
    
    9.5
    %Growth RateGDP(b)
    
    
    (6.5
    %)
    
    
    1.3
    %
    
    
    3.3
    %
 
 (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
   24




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NYSE Continued Listing Standards; Reverse Split of ADSs
  Business Strategy
  Expansion of our Maritime Operations
       25




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##### Table of Contents



.
 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
 26




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##### Table of Contents




    
    we are a Mexican-owned and Mexican-operated company, a distinction that allows us marketing
and operational advantages and, in certain cases, preferential treatment in certain niche
markets within Mexico. Mexican law provides that cabotage (intra-Mexican movement between
ports) is reserved for ships flying the Mexican flag.
 Maritime Operations
  Fleet Management
   Total Dead
    
    Total CubicNumber of
    
    Weight Tons
    
    Meter CapacityVessel Type
    
    Vessels
    
    (in thousands)
    
    (in thousands)
    
    BHP(*)Offshore vessels
    
    
    32
    
    
    
    42.1
    
    
    
    
    **
    
    
    5,160Product tankers
    
    
    6
    
    
    
    278.6
    
    
    
    303.6
    
    
    
    
    **Parcel tankers
    
    
    3
    
    
    
    41.0
    
    
    
    44.3
    
    
    
    
    **Tug boats
    
    
    5
    
    
    
    2.2
    
    
    
    
    **
    
    
    4,409Total
    
    
    46
    
    
    
    363.9
    
    
    
    347.9
 
 *
    
    Average Brake Horse Power.**
    
    Not applicable. Offshore Vessels
   27




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##### Table of Contents



Product Tankers
   BeamVessel
    
    Year
    
    Flag
    
    Hull
    
    DWT(1)
    
    LOA
    (4)
    
    (m)
    (5)
    
    (m)
    
    ChartererAmatlan II
    
    
    2002
    
    
    Mexico
    
    DH(3)
    
    
    45,467
    
    
    
    
    
    189
    
    
    
    32
    
    
    PemexChoapas II
    
    
    1992
    
    
    Mexico
    
    DH(3)
    
    
    44,646
    
    
    
    
    
    182
    
    
    
    30
    
    
    PemexTajin
    
    
    2003
    
    
    Mexico
    
    DH(3)
    
    
    47,147
    
    
    
    
    
    183
    
    
    
    32
    
    
    PemexTula
    
    
    2005
    
    
    Marshal Islands
    
    DH(3)
    
    
    46,955
    
    
    
    
    
    183
    
    
    
    32
    
    
    PemexTulum
    
    
    2000
    
    
    Marshal Islands
    
    DH(3)
    
    
    47,131
    
    
    
    
    
    183
    
    
    
    32
    
    
    PemexButterfly
    
    
    1989
    
    
    Bahamas
    
    DH(3)
    
    
    47,326
    
    
    
    
    
    183
    
    
    
    32
    
    
    Pemex
 
 (1)
    
    Dead weight tons.(2)
    
    Double side.(3)
    
    Double hull.(4)
    
    Overall length.(5)
    
    Meters.   Parcel Tankers
   Capacity M3Vessel
    
    Flag
    
    Year
    
    LOA
    
    Beam
    
    Draft
    
    DWT*
    
    Total(m)(1)
    
    (m)
    
    (m)Olmeca
    
    Marshall Islands
    
    
    2003
    
    
    
    130.0
    
    
    
    22.4
    
    
    
    12.0
    
    
    
    15,200
    
    
    
    16,800Maya
    
    Marshall Islands
    
    
    2002
    
    
    
    123.0
    
    
    
    20.0
    
    
    
    8.7
    
    
    
    12,451
    
    
    
    14,102Lynx
    
    Marshall Islands
    
    
    2008
    
    
    
    128.6
    
    
    
    20.4
    
    
    
    8.7
    
    
    
    13,000
    
    
    
    13,379Total
    
    
    40,651
    
    
    
    44,281
 28




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##### Table of Contents



*
    
    Dead weight tons.(1)
    
    Meters. Harbor Towing
  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.
 29




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##### Table of Contents



Ports and Terminals Operations
    Port
    
    Concession
    
    Date Awarded
    
    DurationAcapulco
    
    Integral port administration
    
    June 20, 1996
    
    25 years (with the
possibility of
extension)Tuxpan
    
    Approximately 1,300 meters of waterfront
    
    September 25, 2000
    
    20 years (with the
possibility of
extension)Approximately 0.8 hectares of land
    
    April 7, 1997
    
    20 years (with the
possibility of
extension)Stevedoring Services
    
    August 4, 1999
    
    10 years.
(extension for
additional 10 years
was exercised in
2009).
 Acapulco
     Tuxpan
  30




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##### Table of Contents



Shipping Agencies
  Logistics Operations
  Automotive Services
  Trucki n g Services
   Container Repair and Maintenance
  31




---



##### Table of Contents



TMM Plus
  Warehousing Services
  Auto Haulage
     Grupo TMMs Strategic Partners
  Business
    
    PartnerPorts (Acapulco)
    
    SSA Mexico, Inc.
  32




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##### Table of Contents



Disposition of Grupo TMMs interest in Grupo TFM to KCS
 General
  Sales and Marketing
   Systems and Technology
   Competition
 Maritime Operations
   33




---



##### Table of Contents



Logistics Operations
       REGULATORY FRAMEWORK
 Ley de
Navegación y Comercio Marítimos
  (cláusula de exclusión de
extranjeros) Ley de Caminos, Puentes y Autotransporte
Federal Ley de Vias Generales de Comunicacion.
 Ley de Puertos. Ley de Puertos
 34




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##### Table of Contents



Ley de Puertos Ley de Puertos
 Mexican Navigation Law
 Ley de Navegación y Comercio Marítimos
   §
    
    customary provisions enabling authorities to carry out inspections of vessels and
investigations of incidents;§
    
    regulations concerning registration of vessels and waivers allowing Mexican companies to
operate foreign flag vessels in otherwise reserved domains;§
    
    foreign vessels are obliged to designate a shipping agent in order to call at Mexican
ports;§
    
    Mexican flag vessels are required to operate with Mexican crews only and cabotage is in
principle reserved for Mexican vessels;§
    
    when a foreign vessel is abandoned by the owners with cargo on board, provisions of the
legislation coordinate repatriation and temporary maintenance of the crew which the law
deems ultimately to be the joint and several liability of the owner and agent;§
    
    the carriage of passengers, cargo and towage in ports and pilotage are also regulated;§
    
    captains are responsible for damage and loss caused to vessels or ports due to
negligence, lack of proper qualification, carelessness or bad faith, but are not
responsible for damages caused by an act of God or force majeure;§
    
    companies providing towage services must carry insurance to cover their liabilities to
the satisfaction of the authorities;§
    
    pollution is regulated by international treaties; however this only covers CLC-type
liabilities. Pollution in respect of other substances is dealt with under local legislation
which has no limitation. This is irrespective of any criminal proceedings or sanctions
against the party responsible for the incident; and§
    
    maritime privileges are also considered within the law.
 35




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##### Table of Contents



§
    
    bareboat charter;§
    
    time charter;§
    
    voyage charter;§
    
    carriage of goods;§
    
    passengers;§
    
    salvage; and§
    
    towage.
 Environmental Regulation
 Ley
General de Equilibrio Ecológico y Protección al Ambiente Ley General de Prevención y Gestión Integral del Residuos
    36




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##### Table of Contents



Insurance
   Organizational Structure
  37




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##### Table of Contents



Country of
    
    Ownership
    
    VotingName
    
    Incorporation
    
    Interest
    
    InterestAdministración Portuaria Integral de Acapulco S.A. de C.V. (Ports)*
    
    Mexico
    
    
    51
    %
    
    
    51
    %Lacto Comercial Organizada, S.A. de C.V. (Trucking)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Autotransportación y Distribución Logística, S.A. de C.V.(Logistics)*
    
    Mexico
    
    
    100
    %
    
    
    100
    %Transportación Marítima Mexicana, S.A. de C.V. (formerly Naviera del
Pacífico, S.A. de C.V.) (Product and Parcel Tankers, Offshore vessels and
harbor tugboat operations)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Terminal Marítima de Tuxpan, S.A. de C.V. (Ports)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM Logistics, S.A. de C.V. (Logistics)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM Agencias, S.A. de C.V. (Shipping agencies)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM División Marítima, S. A. de C. V. (Offshore vessels)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM Remolcadores, S. A. de C. V. (Tugboat vessels)
    
    Mexico
    
    
    100
    %
    
    
    100
    %TMM Parcel Tankers, S. A. de C. V. (Tanker vessels)
    
    Mexico
    
    
    100
    %
    
    
    100
    %Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing) (1)
    
    Mexico
    
    
    100
    %
    
    
    100
    %
 
 (1)
    
    See Note 1 to the accompanying Audited Consolidated Financial Statements contained elsewhere
herein. Property, Plant and Equipment
   EstimatedYears Ended December 31,
    
    
    Amortization Life2009
    
    
    2008
    
    
    (Years)(In thousands of Dollars)API Acapulco
    
    $
    6,783
    
    
    $
    6,783
    
    
    
    11Tugboats in the port of Manzanillo
    
    
    2,170
    
    
    
    2,170
    
    
    
    
    *8,953
    
    
    
    8,953Accumulated amortization
    
    
    (5,833
    )
    
    
    (5,562
    )Concession rights and related assetsnet
    
    $
    3,120
    
    
    $
    3,391
 
  38




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Estimated TotalYears Ended December 31,
    
    
    Useful Lives2009
    
    
    2008
    
    
    (Years)(In thousands of Dollars)Vessels
    
    $
    511,691
    
    
    $
    500,296
    
    
    25Dry-docks (major vessel repairs)
    
    
    6,327
    
    
    
    6,103
    
    
    2.5Buildings and installations
    
    
    10,964
    
    
    
    11,402
    
    
    20 and 25Warehousing equipment
    
    
    1,094
    
    
    
    1,075
    
    
    10Computer equipment
    
    
    865
    
    
    
    334
    
    
    3 and 4Terminal equipment
    
    
    885
    
    
    
    1,194
    
    
    10Ground transportation equipment
    
    
    27,308
    
    
    
    33,153
    
    
    4, 5 and 10Other equipment
    
    
    1,179
    
    
    
    1,203560,313
    
    
    
    554,760Land
    
    
    20,552
    
    
    
    19,688Construction in progress
    
    
    107,563
    
    
    
    113,292Total Property, Plant and Equipmentnet
    
    $
    688,428
    
    
    $
    687,740
 
 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 our corporate executive headcount from 222 to 97
full-time equivalent positions, through the elimination of redundant functions and the
transfer of certain employees to other business areas within the Company. Our projections
for 2010 contemplate a continued reduction in our corporate overhead on an annualized
basis. See  Business Strategy  Reducing Corporate Overhead and Other Operating Costs.§
    
    Introducing cost-saving technology: We have developed TMM Plus, an
Internet-based information systems platform that integrates logistics services, thereby
increasing the efficiency of our logistics operations. The information systems platform
supports dedicated logistics contracts and yard management. The systems platform allows our
customers to access information regarding the location and status of their cargo via
computer. See  Logistics Operations  TMM Plus.§
    
    Extending the maturity of our debt: During 2006, we repaid in full all of our
public debt, including the Grupo TMM 10 1/4% Senior Notes due 2006 (the 2006 Notes) and the
Grupo TMM Senior Secured Notes
 39




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##### Table of Contents



due 2007 (the 2007 Notes). In September 2006, we also entered into (i) a $200 million
receivables securitization facility with Deutsche Bank AG that matures in September 2012,
which was successfully restructured in December 2009, and (ii) other credit agreements to
finance the acquisition of offshore vessels, parcel tanker and tugboats. We continue to
review and analyze alternatives to refinance our debt to extend the maturity and reduce the
interest expense thereof. See Item 4. Information on the Company  Recent Developments 
Mexican Peso-Denominated Trust Certificates Program and  Restructuring of Receivables
Securitization Facility and Associated Capital Increase.§
    
    Establishing our Trust Certificates Program: On April 30, 2007 we established a
Mexican Peso-Denominated Trust Certificates Program for the issuance of trust certificates,
which are securities secured by trust assets and denominated in Mexican Pesos, for an
aggregate amount of Ps. 9 billion. We closed our first, second, and third issuances of
trusts certificates under the program on July 19, 2007, April 30, 2008, and July 1, 2008,
respectively, in an amount of Ps. 3 billion, Ps. 1.55 billion, and Ps. 4.39 billion,
respectively. Our first issuance was used primarily to refinance existing vessel
indebtedness. Our second issuance was primarily used to finance the acquisition of five
new and used vessels for an approximate aggregate amount of $111.4 million. Our third
issuance is being used to acquire new and used vessels.§
    
    Selling our interest in Grupo TFM to KCS: On April 1, 2005, we sold our interest
in Grupo TFM to KCS. See Item 4. Information on the Company  Recent Developments 
Disposition of Grupo TMMs interest in Grupo TFM to KCS.§
    
    Purchase of 40% Marmex stake from Seacor: On March 3, 2006, the Company
purchased Seacors 40% interest in Marmex, our former offshore vessel joint venture company
dedicated to providing maritime offshore services in Mexicos Gulf Coast. As part of this
transaction, Grupo TMM also purchased five offshore vessels owned by Seacor which began
flying the Mexican flag, and at the same time converted three additional offshore vessels
from leased to owned status. All eight vessels are working under time charter contracts
supporting offshore oil exploration and production activities in the Gulf of Mexico. The
aggregate cost of these transactions, including the purchase of 40% of the Marmex shares,
the purchase of five vessels from Seacor, and the conversion to owned status of the three
vessels under lease, was $75 million, of which $70 million was financed through bank debt.§
    
    Purchase of 40% SMR stake from Smit: On May 9, 2006, the Company purchased the
remaining 40% minority stake held by the Dutch company Smit in Servicios Mexicanos en
Remolcadores, S.A. de C.V. (SMR), a joint venture company dedicated to providing harbor
towing services at the Port of Manzanillo, Mexico. The purchase price was $9 million. The
concession to operate this business was recently renewed by the ports authorities for an
additional eight years until January 2015.§
    
    Purchase of 100% Almacenadora de Depósito Moderno, S.A. de C.V. Organización
Auxiliar de Crédito (ADEMSA): On December 13, 2006, the Company purchased 100% of
ADEMSAs shares. ADEMSA currently operates over 380,000 square meters of warehousing space
throughout Mexico, including 68,000 square meters of direct warehouse (the largest of which
is located in northern Mexico City). Due to its regulated nature, ADEMSA is one of a
limited number of warehousing companies authorized by the Mexican Government to provide
bonded warehousing services and to issue negotiable certificates of deposit.§
    
    Purchase of Assets from Autoconvoy Mexicano, S.A. de C.V.: On July 19, 2007,
Grupo TMM acquired from Autoconvoy Mexicano, S.A. de C.V., operating assets including a
fleet of 228 trucks and 423 haul-away trailers, each equipped with a satellite tracking
system. We have our own yards in Puebla, Aguascalientes and Cuernavaca, equipped with all
the necessary facilities for the operation of the newly formed TMM Logistics haul-away
division (management offices, repair shops, shelter yards, security, warehouses, etc).
Since July 19, 2007, Grupo TMM has been coordinating and distributing vehicles on a
national level, from the main automotive manufacturers plants, to the national dealers or
borders for export purposes.§
    
    Sale of Certain Subsidiaries: During 2008, Grupo TMM, in an effort to
streamline its operations and reduce operating costs, sold certain non-strategic
subsidiaries and recognized a $17.7 million gain on the
 40




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##### Table of Contents



sale of such subsidiaries. On April 20, 2010, Grupo TMM agreed to sell its stockholdings in
the companies that comprised Grupo Seglo to its partner for $4.9 million (Ps. 60 million)
(See Note 1 to the accompanying Audited Consolidated Financial Statements contained
elsewhere herein).
 Operating Results
 The following discussion should be read in conjunction with, and is qualified in its entirety
by reference to our Financial Statements and the notes thereto appearing elsewhere in this Annual
Report. Our Financial Statements have been prepared in accordance with IFRS, which differ in
certain respects from U.S. GAAP.
 General
  Year Ended December 31,2009
    
    
    2008
    
    
    2007(In millions of Dollars)Consolidated Transportation RevenuesMaritime Operations
    
    $
    199.6
    
    
    $
    206.8
    
    
    $
    179.0Ports and Terminals Operations
    
    
    6.6
    
    
    
    8.0
    
    
    
    8.5Logistics Operations
    
    
    95.4
    
    
    
    134.3
    
    
    
    115.9Intercompany revenues
    
    
    6.8
    
    
    
    13.8
    
    
    
    (0.1
    )Total
    
    $
    308.4
    
    
    $
    362.9
    
    
    $
    303.3Income on TransportationMaritime Operations
    
    $
    55.7
    
    
    $
    42.0
    
    
    $
    44.1Ports and Terminals Operations
    
    
    1.4
    
    
    
    1.6
    
    
    
    1.4Logistics Operations
    
    
    (9.9
    )
    
    
    (12.0
    )
    
    
    (3.4
    )Shared corporate costs
    
    
    (17.7
    )
    
    
    (20.4
    )
    
    
    (18.4
    )Total
    
    $
    29.5
    
    
    $
    11.2
    
    
    $
    23.7
 Income (loss) from discontinued operations in 2006 and 2007
   Fiscal Year ended December 31, 2009 Compared to Fiscal Year ended December 31, 2008
  41




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##### Table of Contents



Consolidated Transportation Revenues($ in millions)Years Ended December 31,Y2009 vs.% of Net
    
    
    
    
    
    
    % of Net
    
    
    Y20082009
    
    
    Revenues
    
    
    2008
    
    
    Revenues
    
    
    % ChangePorts and Terminals Operations
    
    $
    6.6
    
    
    
    2.1
    %
    
    $
    8.0
    
    
    
    2.2
    %
    
    
    (17.5
    )%Maritime Operations
    
    
    199.6
    
    
    
    64.7
    
    
    
    206.8
    
    
    
    57.0
    
    
    
    (3.5
    )%Logistics Operations
    
    
    95.4
    
    
    
    30.9
    
    
    
    134.3
    
    
    
    37.0
    
    
    
    (29.0
    )%Intercompany Revenues (*)
    
    
    6.8
    
    
    
    2.3
    
    
    
    13.8
    
    
    
    3.8
    
    
    
    (50.7
    )%Total
    
    $
    308.4
    
    
    
    100.0
    %
    
    $
    362.9
    
    
    
    100.0
    %
    
    
    (15.0
    )%
 
 (*)
    
    Represents the elimination of intercompany transactions between segments. Ports and Terminals Operations
  Maritime Operations
  Logistics Operations
  Income on Transportation
   42




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##### Table of Contents



Grupo TMM OperationsIncome on Transportation (1)(2)($ in millions)Year Ended December 31,Y2009 vs.Y2008%2009
    
    
    2008
    
    
    ChangePorts and Terminals Operations
    
    $
    1.4
    
    
    $
    1.6
    
    
    
    (12.5
    )%Maritime Operations
    
    
    55.7
    
    
    
    42.0
    
    
    
    32.6
    %Logistics Operations
    
    
    (9.9
    )
    
    
    (12.0
    )
    
    
    17.5
    %Shared Corporate Costs
    
    
    (17.7
    )
    
    
    (20.4
    )
    
    
    13.2
    %Total
    
    $
    29.5
    
    
    $
    11.2
    
    
    
    163.4
    %
 
 (1)
    
    Operating results are reported as Income on Transportation in our Financial
Statements included elsewhere in this Annual Report.(2)
    
    To better reflect Grupo TMMs corporate costs, the Company modified the presentation
of its corporate expenses as of December 31, 2008 and 2009, separating human resources and
information technology costs to be allocated to each business unit in accordance with its use.
Income on transportation includes the following allocated total administrative costs: In 2009:
$1.1 million in Ports and Terminals Operations, $5.8 million in Maritime Operations, $12.0
million in Logistics Operations and $15.1 million in shared corporate costs. Income on
transportation includes the following allocated total administrative costs: In 2008: $1.6
million in Ports and Terminals Operations, $6.8 million in Maritime Operations, $14.6 million
in Logistics Operations and $19.9 million in shared corporate costs. Ports and Terminals Operations
  Maritime Operations
  Logistics Operations
  Net Financing Cost
 ($ in millions)Year Ended December 31,Y2009vs.Y20082009
    
    2008
    
    % ChangeNet Financing Cost
    
    $
    118.4
    
    
    $
    (75.6
    )
    
    
    256.6
    %
 43




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##### Table of Contents



Other (Expenses) Income -Net
 ($ in millions)Year Ended December 31,Y2009vs.Y20082009
    
    2008
    
    % ChangeOther (expenses) income  net
    
    $
    (5.7
    )
    
    $
    8.7
    
    
    
    (165.5
    )%
  Expenses (Benefit) from Income Taxes
 ($ in millions)Year Ended December 31,Y2009vs.Y20082009
    
    2008
    
    % ChangeExpenses (Benefit) from income taxes
    
    $
    1.1
    
    
    $
    20.1
    
    
    
    (94.5
    )%
  Minority Interest
 ($ in millions)Year Ended December 31,Y2009vs.Y20082009
    
    2008
    
    % ChangeMinority interest
    
    $
    1.4
    
    
    $
    0.5
    
    
    
    180
    %
  44




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##### Table of Contents



Net (Loss) Income for the year attributable to stockholders of Grupo TMM
 ($ in millions)Year Ended December 31,Y2009vs.Y20082009
    
    2008
    
    % ChangeNet (Loss) Income for the year
attributable to stockholders of Grupo TMM
    
    $
    (97.1
    )
    
    $
    74.9
    
    
    
    (229.6
    )%
  Fiscal Year ended December 31, 2008 Compared to Fiscal Year ended December 31, 2007
  Consolidated Transportation Revenues($ in millions)Years Ended December 31,Y2008 vs.% of Net
    
    
    
    
    
    
    % of Net
    
    
    Y20072008
    
    
    Revenues
    
    
    2007
    
    
    Revenues
    
    
    % ChangePorts and Terminals Operations
    
    $
    8.0
    
    
    
    2.2
    %
    
    $
    8.5
    
    
    
    2.8
    %
    
    
    (5.9
    )%Maritime Operations
    
    
    206.8
    
    
    
    57.0
    
    
    
    179.0
    
    
    
    59.0
    
    
    
    15.5Logistics Operations
    
    
    134.3
    
    
    
    37.0
    
    
    
    115.9
    
    
    
    38.2
    
    
    
    15.9Intercompany Revenues (*)
    
    
    13.8
    
    
    
    3.8
    
    
    
    (0.1
    )
    
    
    Total
    
    $
    362.9
    
    
    
    100.0
    %
    
    $
    303.3
    
    
    
    100.0
    %
    
    
    19.7
    %
 
 (*)
    
    Represents the elimination of intercompany transactions between segments. Ports and Terminals Operations
  Maritime Operations
  Logistics Operations
  45




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Income on Transportation
    Grupo TMM OperationsIncome on Transportation (1)(2)($ in millions)Year Ended December 31,Y2008 vs.Y2007%2008
    
    
    2007
    
    
    ChangePorts and Terminals Operations
    
    $
    1.6
    
    
    $
    1.4
    
    
    
    14.3
    %Maritime Operations
    
    
    42.0
    
    
    
    44.1
    
    
    
    (4.8
    )Logistics Operations
    
    
    (12.0
    )
    
    
    (3.4
    )
    
    
    252.9Shared Corporate Costs
    
    
    (20.4
    )
    
    
    (18.4
    )
    
    
    10.9Total
    
    $
    11.2
    
    
    $
    23.7
    
    
    
    (52.7
    )%
 
 (1)
    
    Operating results are reported as Income on Transportation in our Financial
Statements included elsewhere in this Annual Report.(2)
    
    To better reflect Grupo TMMs corporate costs, the Company modified the presentation
of its corporate expenses as of December 31, 2007 and 2008, separating human resources and
information technology costs to be allocated to each business unit in accordance with its use.
Income on transportation includes the following allocated total administrative costs: In 2008:
$1.6 million in Ports and Terminals Operations, $6.8 million in Maritime Operations, $14.6
million in Logistics Operations and $19.9 million in shared corporate costs. In 2007: $1.9
million in Ports and Terminals Operations, $6.4 million in Maritime Operations, $14.1 million
in Logistics Operations and $18.5 million in shared corporate costs. Ports and Terminals Operations
  Maritime Operations
  46




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Logistics Operations
  Net Financing Cost
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeNet Financing Cost
    
    $
    (75.6
    )
    
    $
    48.5
    
    
    
    (256.0
    )%
  Other
(Expenses) Income  Net
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeOther (expenses) income  net
    
    $
    8.7
    
    
    $
    (4.4
    )
    
    
    297.7
    %
  Expenses (Benefit) from Income Taxes
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeExpenses (Benefit) from income taxes
    
    $
    20.1
    
    
    $
    (0.8
    )
    
    nil
  47




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##### Table of Contents



Minority Interest
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeMinority interest
    
    $
    0.5
    
    
    $
    0.2
    
    
    
    150.0
    %
  Net (Loss) Income for the year attributable to stockholders of Grupo TMM
 ($ in millions)Year Ended December 31,Y2008vs.Y20072008
    
    2007
    
    % ChangeNet (Loss) Income for the year
attributable to stockholders of Grupo TMM
    
    $
    74.9
    
    
    $
    (67.1
    )
    
    
    212.5
    %
  Critical Accounting Policies
   Revenue Recognition.
 Financial Statement Translations into U.S. Dollars.
 48




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##### Table of Contents



Deferred Income Taxes.
 Recent Accounting Pronouncements IFRS
  
    
    IAS 23 Borrowing Costs (Revised 2007); and
    
    Amendments to IFRS 7 Financial Instruments: Disclosures  improving disclosures
about financial instruments
  Borrowing Costs (Revised)
 Adoption of amendments to IFRS 7 Financial Instruments: Disclosures  improving disclosures
about financial instruments.
   IFRS 3 Business Combinations
(Revised 2008)
 IAS
27 Consolidated and Separate Financial Statements (Revised 2008)
 49




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##### Table of Contents



Annual Improvements 2009 (effective from July 1, 2009 and later). Improvements for International Financial Reporting Standards 2009 Leases
 Financial Instruments Financial Instruments: Recognition and Measurement
 
   Annual Improvements 2010 (effective from July 1, 2010/January 1, 2011).
 Liquidity and Capital Resources
   (fondo de reserva)
  50




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51




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Information on Cash Flows
  Years Ended December 31,2009
    
    
    2008
    
    
    2007($ in thousands)Operating activities
    
    
    124,262
    
    
    
    (50,609
    )
    
    
    (1,301
    )Investing activities
    
    
    (57,874
    )
    
    
    (384,948
    )
    
    
    (40,424
    )Financing activities
    
    
    (91,330
    )
    
    
    509,045
    
    
    
    34,741Currency exchange effect on cash
    
    
    5,053
    
    
    
    (48,303
    )
    
    
    Net decrease in cash and cash equivalents
    
    
    (19,889
    )
    
    
    25,185
    
    
    
    (6,984
    )Cash and cash equivalents at beginning of year
    
    
    39,907
    
    
    
    14,722
    
    
    
    21,706Cash and cash equivalents at end of year
    
    $
    20,018
    
    
    $
    39,907
    
    
    $
    14,722
  Our Cash Flows from Operating Activities
  52




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##### Table of Contents



Years Ended December 31,2009
    
    
    2008
    
    
    2007($ in thousands)Net (Loss) Income for the year
    
    $
    (95,670
    )
    
    $
    75,440
    
    
    $
    (66,912
    )Depreciation and amortization and other amortization
    
    
    51,489
    
    
    
    35,263
    
    
    
    28,743(Provision) benefit for income taxes
    
    
    1,087
    
    
    
    20,094
    
    
    
    (844
    )Gain on sale of fixed assetsnet
    
    
    (3,267
    )
    
    
    (19,130
    )
    
    
    (5,302
    )Impairment test in long-lived assets
    
    
    3,485
    
    
    
    4,653
    
    
    
    Gain (Loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    38,563(Increase) decrease in restricted cash
    
    
    64,314
    
    
    
    (91,027
    )
    
    
    (20,553
    )Provision for interests on debt
    
    
    81,542
    
    
    
    80,948
    
    
    
    47,132Exchange
loss (gain)  Net
    
    
    27,392
    
    
    
    (143,530
    )
    
    
    (1,435
    )Total changes in operating assets and liabilities
    
    
    (6,110
    )
    
    
    (13,320
    )
    
    
    (20,693
    )Net cash provided by (used in) operating activities
    
    $
    124,262
    
    
    $
    (50,609
    )
    
    $
    (1,301
    )
 Our Cash Flows from Investing Activities
   Our Cash Flows from Financing Activities
    Business Plan
  Maritime Operations
 53




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Ports and Terminals Operations
 Logistics Operations
  Our Ability to Continue as a Going Concern
      54




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Capital Expenditures and Divestitures
  Our Principal Capital Expenditures for the Last Three Years
($ in millions)
 Years Ended December 31,2009 (a)
    
    
    2008 (b)
    
    
    2007 (c)Capital Expenditures by Segment:Ports and Terminals Operations
    
    $
    0.5
    
    
    $
    0.5
    
    
    $
    0.9Maritime Operations
    
    
    67.2
    
    
    
    371.5
    
    
    
    56.9Logistics Operations
    
    
    1.4
    
    
    
    17.7
    
    
    
    44.8Corporate
    
    
    4.4
    
    
    
    12.1
    
    
    
    1.9Total
    
    $
    73.5
    
    
    $
    401.8
    
    
    $
    104.5
 
 (a)
    
    In 2009, capital expenditures included: (i) Ports and Terminals Operations: $0.5 million in
construction in process for the expansion and maintenance of port and terminal facilities;
(ii) Maritime Operations: $30.1 million in acquisition of vessels, $7.3 million in advances
toward the construction of vessels, $28.5 million in equipment improvements, and $1.3 million
in construction projects; (iii) Logistics Operations: $0.5 million in operating equipment and
related fixed assets, $0.9 million in construction projects; and (iv) Corporate: $4.4 million
in fixed assets and other strategic corporate projects.(b)
    
    In 2008, capital expenditures included: (i) Ports and Terminals Operations: $0.5 million in
construction in process for the expansion and maintenance of port and terminal facilities;
(ii) Maritime Operations: $282.4 million in acquisition of vessels, $81.1 million in advances
toward the construction of vessels, $6.0 million in equipment improvements and $2.0 million in
construction projects; (iii) Logistics Operations: $11.9 million in operating equipment and
related fixed assets, $5.8 million in construction projects; and (iv) Corporate: $12.1 million
in fixed assets and other strategic corporate projects.(c)
    
    In 2007, capital expenditures included: (i) Ports and Terminals Operations: $0.9 million in
construction in process for the expansion and maintenance of port and terminal facilities;
(ii) Maritime Operations: $41.1 million in acquisition of vessels, $5.7 million in equipment
improvements, $6.3 million in construction in process for the expansion and renovation of
offices in Ciudad del Carmen and $3.8 million in acquisition of shares of subsidiaries from
minority shareholders; (iii) Logistics Operations: $43.8 million in operating equipment and
related fixed assets and $1 million in construction in process; and (iv) Corporate: $1.9
million in fixed assets and other related strategic corporate projects. Our Principal Capital Divestitures for the Last Three Years
($ in millions)
 Years Ended December 31,2009 (a)
    
    
    2008 (b)
    
    
    2007 (c)Capital Divestitures:Sale of shares of subsidiaries
    
    $
    (0.2
    )
    
    $
    14.8
    
    
    $
    56.9Other assets
    
    
    15.8
    
    
    
    2.1
    
    
    
    7.2Total
    
    $
    15.6
    
    
    $
    16.9
    
    
    $
    64.1
 
 (a)
    
    In 2009, capital divestitures included $15.8 million from the sale of other fixed assets.(b)
    
    In 2008, capital divestitures included $2.1 million from the sale of other fixed assets.(c)
    
    In 2007, capital divestitures included $7.2 million from the sale of other fixed assets . Outlook on Capital Expenditures
  55




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Securitization Facility
         Product Tanker and Offshore Vessel Financings
  56




---



##### Table of Contents



Capital Leases
  Transportation Equipment and Other Operating Leases
  Grupo TMM 9 1/2% Notes due 2003 and Grupo TMM 10 1/4% Senior Notes due 2006
 1 2 1 2 pari passu
 1 4 th th pari passu
   57




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##### Table of Contents



Grupo TMM Senior Secured Notes due 2007
    Purchase of Two Chemical Tankers
  Mexican Peso-Denominated Trust Certificates Program
   58




---



##### Table of Contents



Auto Haulage Financing
    Other Debt
       59




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##### Table of Contents



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)Mexican Trust Certificates (2)
    
    
    1,768
    
    
    
    
    
    
    
    
    
    
    
    677,520
    
    
    
    679,288Parcel Tanker Vessels Financings (3)
    
    
    5,166
    
    
    
    7,750
    
    
    
    5,417
    
    
    
    18,188
    
    
    
    36,521Tugboats Financings (4)
    
    
    1,148
    
    
    
    1,984
    
    
    
    1,984
    
    
    
    4,871
    
    
    
    9,987Land and Logistics Equipment Financing (5)
    
    
    4,674
    
    
    
    5,563
    
    
    
    3,647
    
    
    
    
    
    
    
    13,884Refinancing acquisition ADEMSA(6)
    
    
    2,066
    
    
    
    3,400
    
    
    
    3,400
    
    
    
    
    
    
    
    8,866Other debt (7)
    
    
    1,221
    
    
    
    
    
    
    
    
    
    
    
    14,770
    
    
    
    15,991Total
    
    $
    16,043
    
    
    $
    18,697
    
    
    $
    14,448
    
    
    $
    715,349
    
    
    $
    764,537
 60




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##### Table of Contents



Less than
    
    
    
    
    
    
    
    
    
    
    More thanOperating Lease Obligations (8)
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalVessel, Transportation Equipment and
Other Operating Leases
    
    $
    5,970
    
    
    $
    8,031
    
    
    $
    8,367
    
    
    $
    26,785
    
    
    $
    49,153Total
    
    $
    5,970
    
    
    $
    8,031
    
    
    $
    8,367
    
    
    $
    26,785
    
    
    $
    49,153
 Less than
    
    
    
    
    
    
    
    
    
    
    More thanOther (9)
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years
    
    
    TotalSecuritization facility
    
    $
    7,869
    
    
    $
    10,286
    
    
    $
    1,761
    
    
    $
    
    
    
    $
    19,916Total
    
    $
    7,869
    
    
    $
    10,286
    
    
    $
    1,761
    
    
    $
    
    
    
    $
    19,916
 
 (1)
    
    These amounts include principal payments and accrued and unpaid interest as of December 31,
2009.(2)
    
    Debt allocated in one special purpose company in connection with the financing of Tanker
Vessels and Offshore Vessels, denominated in Mexican Pesos (Trust Certificates Program).(3)
    
    Debt allocated in one special purpose company in connection with the financing of two Parcel
Tanker Vessels.(4)
    
    Debt allocated in one special purpose company in connection with the financing of two
Tugboats.(5)
    
    Debt in connection with the Land & Logistics equipment financing, denominated in Mexican
Pesos.(6)
    
    Debt in connection with ADEMSA acquisition refinancing.(7)
    
    Debt allocated in two special purpose companies for working capital and letter of credit
issuances.(8)
    
    These amounts include the minimum lease payments.(9)
    
    These amounts include principal payments and accrued and unpaid interest as of December 31,
2009 under the securitization facility. 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 Directors and Senior Management
 Board of Directors
 Estatutos Sociales
  Years as aDirector orAlternateName
    
    Principal Occupation
    
    Director
    
    AgeDirectorsJosé F. Serrano Segovia
    
    Chairman of the Board of Grupo TMM
    
    38
    
    69Ramón Serrano Segovia
    
    First Vice-chairman of Grupo TMM
    
    19
    
    63Maria Josefa Cuevas de Serrano
    
    Second Vice-chairman of Grupo TMM
    
    4
    
    64José Luis Salas Cacho
    
    Private Investor
    
    5
    
    56Ignacio Rodríguez Rocha
    
    Attorney
    
    19
    
    74Lorenzo Cué Sánchez Navarro
    
    Private Investor
    
    19
    
    44Luis Martínez Argüello
    
    Private Investor
    
    5
    
    69Sergio Chedraui Eguia
    
    Private Investor
    
    4
    
    34José Luis Ávalos del Moral
    
    Private Investor
    
    3
    
    67Miguel Alemán Velasco
    
    Private Investor
    
    1
    
    78Miguel Alemán Magnani
    
    Private Investor
    
    1
    
    44Manuel Rodríguez de Castro
    
    Private Investor
    
    1
    
    46Alternate DirectorsJosé Francisco Serrano Cuevas
    
    President Deputy Director
    
    9
    
    29
 61




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##### Table of Contents



Position in the Board of Directors
    
    TermChairman
    
    7 yearsFirst Vice-Chairman
    
    7 yearsSecond Vice-Chairman
    
    Between 3 and 7 years (As determined by
the General Shareholders Meeting that
elects him/her.)Other Directors
    
    1 year
 José F. Serrano Segovia
  Ramón Serrano Segovia
  Maria Josefa Cuevas de Serrano
  José Luis Salas Cacho
  Ignacio Rodríguez Rocha
  62




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##### Table of Contents



Lorenzo Cué Sánchez-Navarro
  Luis Martínez Argüello
  Sergio Chedraui Eguia
  José Luis Avalos del Moral
  Miguel Alemán Velasco
  Miguel Alemán Magnani
  63




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##### Table of Contents



Manuel Rodríguez de Castro
  José Francisco Serrano Cuevas
   Executive Officers
  Years of
    
    ExecutiveName
    
    Position
    
    Service
    
    OfficerCorporate DirectorsJosé F. Serrano Segovia
    
    Chairman of the Board and Chief Executive Officer
    
    38
    
    18Jacinto David Marina Cortés
    
    Deputy Chief Executive Officer
    
    19
    
    19Carlos Pedro Aguilar Mendez
    
    Chief Financial Officer, Corporate Administrative Director and Finance Director
    
    20
    
    3Agustín Salinas Gonzalez
    
    Corporate Human Resources Director
    
    13
    
    3Elvira Ruiz Carreño
    
    Corporate Audit Director
    
    14
    
    7Business Unit DirectorsLuis Manuel Ocejo Rodriguez
    
    Director, Maritime Transportation
    
    27
    
    3Roberto Martínez Ríos
    
    Director, Ports and Terminals
    
    1
    
    1Enrique González Nuñez
    
    Director, Logistics
    
    15
    
    1
  Compensation
  Pension, Retirement or Similar Benefits
   64




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##### Table of Contents



Board Practices
  Audit and Corporate Practices Committee
  §
    
    overseeing the accounting and financial reporting processes of the Company; discussing
the financial statements of the Company with all parties responsible for preparing and
reviewing such statements, and advising the Board of Directors on their approval thereof;§
    
    overseeing compliance with legal and regulatory requirements and overseeing audits of
the financial statements of the Company;§
    
    evaluating the performance of the Companys external auditor and its independent status;§
    
    advising the Board of Directors on the compliance of the Companys or any of its
subsidiaries internal controls, policies and in-house auditing, and identifying any
deficiencies in accordance with the Bylaws of the Company and applicable regulations;§
    
    providing sufficient opportunity for a private meeting between members of our internal
and external auditors and the Audit Committee, who may also request additional information
from employees and legal counsel;§
    
    providing support to the Board of Directors in supervising and reviewing the Companys
corporate accounting and disclosure policies and discussing guidelines and policies to
govern the process of risk assessment with management;§
    
    advising the Board of Directors on any audit-related issues in accordance with the
Bylaws of the Company and applicable regulations;§
    
    assisting the Board of Directors in the selection of the external auditor (subject to
approval by vote of the shareholders);§
    
    reviewing the financial statements and the external auditors report. The Committee may
request that the external auditor be present when reviewing such reports, in addition to
the Committees mandatory meeting with the external auditor at least once a year;§
    
    preparing the board of directors opinion on the Chairmans annual report and submitting
it at the Shareholders Meeting for its approval; and§
    
    overseeing compliance by the Companys chief executive officer with decisions made at a
Shareholders Meeting or a Board of Directors meeting.
 65




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##### Table of Contents



Corporate Practices responsibilities:
 §
    
    requesting an opinion from independent experts as the Committee might see fit, in
accordance with applicable regulations;§
    
    calling Shareholders Meetings and reviewing the agenda;§
    
    supporting the Board of Directors in preparing its reports in accordance with the Bylaws
of the Company and applicable regulations;§
    
    suggesting procedures for hiring the Companys chief executive officer, chief financial
officer and senior executive officers;§
    
    reviewing human resources policies, including senior executive officers
performance evaluation policies, promotions and structural changes to the Company;§
    
    assisting the Board of Directors in evaluating senior executive officers performance;§
    
    evaluating executive officers compensation. The Company is not required under Mexican
law to obtain shareholder approval for equity compensation plans; the Board of Directors is
required to approve the Companys policies on such compensation plans;§
    
    reviewing related party transactions; and§
    
    performing any activity set forth in the Mexican Securities Law.
 Code of Ethics
 www.grupotmm.com
 Statutory Auditor
  Employees
  66




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##### Table of Contents



Share Ownership
  (certificados de participación
ordinarios no amortizables)
 
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 Major Shareholders
  Percentage ofNumber
    
    SharesShareholder
    
    of Shares
    
    OutstandingJosé F. Serrano Segovia (a) (c)
    
    
    36,632,809
    
    
    
    35.9
    %Ramón Serrano Segovia (b) (c)
    
    
    5,145,734
    
    
    
    5.0
    %
 
 a)
    
    Based upon information set forth in a Schedule 13D/A filed on June 25, 2010, José F.
Serrano Segovia has sole voting and investment authority over 36,071,459 Shares, including
28,359,964 Shares held by VEX, a Mexican corporation in which José F. Serrano Segovia holds
100% of the voting stock, and shared voting and investment authority over 561,350 Shares
beneficially owned by Promotora Servia, S.A. de C.V., (Promotora), a Mexican corporation
jointly controlled by José F. Serrano Segovia and Ramón Serrano Segovia. Of the 561,350
Shares beneficially owned by Promotora, 560,850 Shares are owned directly by its
subsidiary, Servicios Directivos Servia, S.A. de C.V. (Servicios), a Mexican corporation.b)
    
    Based upon information set forth in a Schedule 13D/A filed on June 25, 2010, Ramón
Serrano Segovia has sole voting and investment authority over 4,584,384 Shares (of which
1,789,755 Shares are held in the form of ADSs) and shared voting and investment authority
over 561,350 Shares beneficially owned by Promotora, which is jointly controlled by José F.
Serrano Segovia and Ramón Serrano Segovia. 67




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##### Table of Contents



c)
    
    José and Ramón Serrano Segovia have jointly pledged an aggregate of 7,513,867 Shares to
IXE Banco, S.A. (IXE), to secure a loan in the principal amount of $1 million. Change in Percentage Ownership
  Voting Rights and Control
   Related Party Transactions
  Comisión Nacional Bancaria y de Valores
 68




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##### Table of Contents



ITEM 8. FINANCIAL INFORMATION
  Legal Proceedings
 Dispute with Kansas City Southern
    SSA Claims
     69




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##### Table of Contents



Refined Product Services (RPS) Claim
   Mutual Claims Between Worldwide Services, Ltd. (WWS) and TMM
  Mutual Claims Between Pacific Bridgefield Marine Pte. Ltd. (PBM) and Grupo TMM
   Other Legal Proceedings
  Dividends
  70




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##### Table of Contents



Significant Changes
  
 ITEM 9. THE OFFER AND LISTING
 Trading
     Limitations Affecting ADS Holders and CPO Holders
   71




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##### Table of Contents



Mexican Stock Exchange
Price per Share
(Pesos)
 Shares(*)Previous five years:
    
    High
    
    Low2005
    
    
    42.05
    
    
    
    31.402006
    
    
    54.00
    
    
    
    29.102007
    
    
    37.60
    
    
    
    25.002008
    
    
    25.00
    
    
    
    8.332009
    
    
    14.75
    
    
    
    9.08
 
 (*)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common shares,
without par value. Mexican Stock Exchange
Price per Share
(Pesos)
 SharesPrevious two years (by quarter):
    
    High
    
    Low2008:First Quarter
    
    
    25.00
    
    
    
    20.30Second Quarter
    
    
    22.25
    
    
    
    16.19Third Quarter
    
    
    18.60
    
    
    
    11.32Fourth Quarter
    
    
    12.63
    
    
    
    8.332009:First Quarter
    
    
    14.75
    
    
    
    9.54Second Quarter
    
    
    14.50
    
    
    
    10.05Third Quarter
    
    
    14.00
    
    
    
    10.01Fourth Quarter
    
    
    10.86
    
    
    
    8.302010:First Quarter
    
    
    10.63
    
    
    
    7.10
 Mexican Stock Exchange
Price per Share
(Pesos)
 SharesPrevious six months:
    
    High
    
    LowDecember 31, 2009
    
    
    10.86
    
    
    
    9.08January 31, 2010
    
    
    10.63
    
    
    
    9.02February 28, 2010
    
    
    9.00
    
    
    
    7.10March 31, 2010
    
    
    8.10
    
    
    
    7.30April 30, 2010(2)
    
    
    8.00
    
    
    
    6.80May 31, 2010
    
    
    7.00
    
    
    
    5.14
 
 Source:
    InfoSel Financiero 72




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New York Stock Exchange
Price per ADS
(Dollars)
 ADS(*)(**)Previous five years:
    
    High
    
    Low2005
    
    
    20.65
    
    
    
    10.452006
    
    
    28.50
    
    
    
    11.852007
    
    
    19.80
    
    
    
    10.702008
    
    
    12.00
    
    
    
    1.552009
    
    
    5.75
    
    
    
    2.65
 
 (*)
    
    As of December 20, 2006, the Series A Shares were replaced by nominative common
shares, without par value.(**)
    
    Effective August 24, 2009, the ADS to CPO ratio changed from 1:1 to 1:5. New York Stock Exchange
Price per ADS
(Dollars)
 ADS(*)Previous two years (by quarter):
    
    High
    
    Low2008:First Quarter
    
    
    12.00
    
    
    
    8.55Second Quarter
    
    
    10.45
    
    
    
    6.50Third Quarter
    
    
    9.50
    
    
    
    3.25Fourth Quarter
    
    
    4.95
    
    
    
    1.552009:First Quarter
    
    
    5.25
    
    
    
    2.65Second Quarter
    
    
    5.00
    
    
    
    2.85Third Quarter
    
    
    5.75
    
    
    
    3.25Fourth Quarter
    
    
    4.08
    
    
    
    2.822010:First Quarter
    
    
    4.00
    
    
    
    2.67
 
 (*)
    
    Effective August 24, 2009, the ADS to CPO ratio changed from 1:1 to 1:5. New York Stock Exchange
Price per ADS
(Dollars)
 ADSPrevious six months:
    
    High
    
    LowDecember 31, 2009
    
    
    3.85
    
    
    
    3.22January 31, 2010
    
    
    4.00
    
    
    
    3.07February 28, 2010
    
    
    3.35
    
    
    
    2.67March 31, 2010
    
    
    3.08
    
    
    
    2.73April 30, 2010
    
    
    3.03
    
    
    
    2.75May 31, 2010
    
    
    2.86
    
    
    
    1.87
 
 Source:
    NYSE  Price history composite Share Repurchase Program
  73




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##### Table of Contents



The NYSE Continued Listing Standards; Reverse Split of ADSs
  
    
    its average market capitalization is less than $75 million over a 30-trading day period
and stockholders equity is less than $75 million;
    
    its average market capitalization is less than $25 million over a 30-trading day period;
or
    
    its average closing price of a security is less than $1.00 over a consecutive 30-trading
day period.
     1.
    
    At the end of their respective six-month cure period, as established prior to
this rules suspension, they have a $1.00 closing share price on both the last trading
day of the period and based on the preceding 30 trading days; and/or2.
    
    At the end of any calendar month during the suspension they have a $1.00
closing share price on both the last trading day of such month and based on the 30
trading days preceding the end of such month.
  
 ITEM 10. ADDITIONAL INFORMATION
 Share Capital
  74




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##### Table of Contents



Memorandum and Articles of Association
 Estatutos Sociales Ley General de Sociedades
Mercantiles Ley del Mercado de Valores
 Organization and Register
 sociedad anonima,
    Board of Directors
   Position in the Board of Directors
    
    TermChairman
    
    7 yearsFirst Vice-Chairman
    
    7 yearsSecond Vice-Chairman
    
    Between 3 and 7 years (As determined by
the General Shareholders Meeting that
elects him/her.)Other Directors
    
    1 year
Except that in no event whatsoever
shall more than one third (1/3) of the
member directors be replaced for any
fiscal year of the Company.
 75




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##### Table of Contents



1.
    
    The approval and/or modification of the annual budget, which must be approved for each
fiscal year of the Company;2.
    
    The imposition or creation of any lien on any of the assets of the Company and/or of
the corporations controlled by the Company, or the resolution of the Company and/or of the
corporations controlled by the Company, to guarantee obligations of the Company and/or of
its subsidiaries, or to guarantee obligations of third parties, in all of said cases, when
the value of any of said transactions involves in a single act or in a series of related
acts, an amount equal to or higher than five percent of the total consolidated assets of
the Company during a calendar year;3.
    
    The decision to begin a new business line or the suspension of any business line
developed by the Company or by any corporation in which the Company participates, either
directly or indirectly;4.
    
    Any decision related to the acquisition or sale of assets (including shares or equity
interests or their equivalent, in any corporation controlled or not controlled by the
Company or in which the Company has a significant share, or to any financing and/or the
creation of any liens, when the value of any of said
 76




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##### Table of Contents



transactions involves in a single act or in a series of related acts, an amount equal to or
higher than five percent of the total consolidated assets of the Company during a calendar
year;5.
    
    The determination of the manner in which the Company shall exercise its voting rights
regarding shares or equity interests (or their equivalent) issued by its subsidiaries or
entities in which the Company owns at least 20% of the capital stock thereof; and6.
    
    The establishment of any committee of the Company other than the Audit and Corporate
Practices Committee.
  General Director
   Audit and Corporate Practices Committee
   Capital Stock
   Registration and Transfer
  77




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##### Table of Contents



Shareholders Meetings
       Limitation on Share Ownership
   78




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##### Table of Contents



(Fideicomiso
Maestro de Inversion Neutra) (certificados de participación
ordinarios no amortizables)
   Minority Rights
 Acquisition of Share Capital
   Rights
 1. Applicable to Shareholders, CPOs holders and the CPO Trustee
  79




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2. Applicable to Shareholders
      Limitation of Officers and Directors Liability
  80




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##### Table of Contents



(i)
    
    They fulfill the requirements that the Bylaws and the applicable laws may stipulate for
the approval of matters to be dealt with by the Board of Directors or, as the case may be,
by committees of which they are members.(ii)
    
    They make decisions or vote at the meetings of the Board of Directors or, as the case
may be, committees to which they belong, based on the information provided by the relevant
managers, the corporation providing the external audit services or the independent experts,
whose capacity and credibility do not offer a cause for reasonable doubt.(iii)
    
    They have selected the most suitable alternative, to the best of their knowledge and
belief, or negative property damages had not been foreseeable, in both cases, based on the
information available at the time of the decision.(iv)
    
    They fulfill the resolutions of the Shareholders Meeting, provided these do not
violate the law.
  Liquidation Rights
  Dividends
  Certain Voting Rights
  81




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##### Table of Contents



Preemptive and Other Rights
  Material Contracts
  Exchange Controls
  United States Federal Income and Mexican Federal Taxation
    Secretaría de Hacienda y Crédito Público
 General
  82




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##### Table of Contents



Certain Mexican Federal Tax Consequences
  Dividends
 Capital Gains
  Impuesto
Empresarial a Tasa Unica
  Other Mexican Taxes
 Certain United States Federal Income Tax Consequences
 U.S. Holders
  83




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##### Table of Contents



Each U.S. holder should consult such U.S. holders own tax advisor with respect to the current
and, possibly future, U.S. federal, state, local and foreign tax consequences to such U.S. holder
of the acquisition, ownership and disposition of ADSs.
   Distributions
   Capital Gains
 84




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##### Table of Contents



The rules governing foreign tax credits are complex and U.S. holders should consult their own
tax advisors regarding the application of these rules in their particular circumstances.
 PFIC
  Information Reporting and Backup Withholding
 Non-U.S. Holders
   85




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##### Table of Contents



Documents On Display
 http://www.sec.gov
 
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Foreign Currency Risk
   December 31,(in thousands of Dollars)2009
    
    
    2008Assets
    
    $
    111,035
    
    
    $
    164,732Liabilities
    
    
    (761,310
    )
    
    
    (697,776
    )$
    (650,275
    )
    
    $
    (533,044
    )
  Interest Rate Risk
  86




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##### Table of Contents



Breakdown of Fixed and Variable Rates of Financial Obligations(1)Expected MaturityLiabilities
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total
    
    Fair Value(in thousands of Dollars)Long-Term DebtFixed Rate
    
    $
    16,330
    
    
    $
    17,516
    
    
    $
    10,180
    
    
    $
    8,633
    
    
    $
    32,174
    
    
    $
    84,833
    
    
    $
    84,833Average Interest Rate
    
    
    9.33
    %
    
    
    9.11
    %
    
    
    8.58
    %
    
    
    8.30
    %
    
    
    7.90
    %
    
    
    8.82
    %
    
    
    
    **Variable Rate
    
    $
    3,975
    
    
    $
    1,356
    
    
    $
    1,356
    
    
    $
    1,356
    
    
    $
    725,619
    
    
    $
    733,660
    
    
    $
    733,660Average Interest Rate
    
    
    7.17
    %
    
    
    7.15
    %
    
    
    7.15
    %
    
    
    7.14
    %
    
    
    7.13
    %
    
    
    7.15
    %
    
    
    
    **
 
 (1)
    
    Information as of December 31, 2009**
    
    Not applicable      Commodity Price Risk
  Inflation Rate Risk
  87




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##### Table of Contents



ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 American Depositary Shares
  Persons depositing or withdrawing CPOs must pay:
    
    For:$5.00 (or less) per 100 ADSs (or portion
of 100 ADSs)
    
         Issuance of ADSs, including issuances
resulting from a distribution of CPOs or rights
or other property     Cancellation of ADSs for the purpose of
withdrawal, including if the deposit agreement
terminates$.02 (or less) per ADS
    
         Any cash distribution to ADS registered
holders$.02 (or less) per ADSs per calendar year
    
         Depositary servicesA fee equivalent to the fee that would
be payable if securities distributed to
holders had been CPOs and the CPOs had
been deposited for issuance of ADSs
    
         Distribution of securities distributed to
holders of deposited securities which are
distributed by the depositary to ADS registered
holdersRegistration or transfer fees
    
         Transfer and registration of CPOs on the
register to or from the name of the depositary or
its agent when a holder deposits or withdraws
CPOsExpenses of the depositary
    
         Cable, telex and facsimile transmissions
as expressly provided in the deposit agreement     Converting foreign currency to U.S.
dollarsTaxes and other governmental charges the
depositary or the custodian have to pay
on any ADS or CPO underlying an ADS, for
example, stock transfer taxes, stamp
duty or withholding taxes
    
         As necessaryAny charges incurred by the depositary
or its agents for servicing the
deposited securities
    
         As necessary
 Fees payable by the depositary
  88




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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
      89




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##### Table of Contents



Internal
ControlIntegrated Framework
    Internal
ControlIntegrated Framework
  90




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##### Table of Contents



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 31,2009
    
    
    2008Audit Fees(a)
    
    $
    824.8
    
    
    $
    1,051.0Audit-Related Fees
    
    
    167.6
    
    
    
    171,9Tax Fees(b)
    
    
    
    
    
    
    2.0All Other Fees
    
    
    
    
    
    
    Total(c)
    
    $
    992.4
    
    
    $
    1,224.9
 91




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##### Table of Contents



(a)
    
    Audit FeesFees relate to the review of our Annual Financial Statements and Annual Report
filed with the SEC and review of other SEC filings.(b)
    
    Tax FeesFees relate to specific tax issues, in compliance with the applicable tax laws in
Mexico.(c)
    
    Total does not include Mexican tax (Impuesto al Valor Agregado or IVA).  
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  
 ITEM 16G. CORPORATE GOVERNANCE
 NYSE Corporate Governance Comparison
  NYSE Standards
    
    Our Corporate Governance PracticesDirector
Independence. Majority
of board of directors
must be independent.
    
    Pursuant to the Mexican Securities Law, the
Companys shareholders are required to appoint a
Board of Directors of not more than 21 directors,
25% of whom must be independent within the
meaning of the Mexican Securities Law, which
differs from the definition of independent under
the rules of the New York Stock Exchange.
Pursuant to the Companys Bylaws, shareholders
are required to appoint a Board of Directors of
not more than 21 directors and not fewer than
seven.Our current Board of Directors consists of twelve
directors and one alternate director. Six of our
directors are independent directors within the
meaning of the Mexican Securities Law.Executive Sessions.
Non-management
directors must meet
regularly in executive
sessions without
management. Independent
directors should meet
alone in an executive
session at least once a
year.
    
    There is no similar requirement under our Bylaws.
However, the Mexican Securities Law provides that
the Audit and Corporate Practices Committee,
within its audit functions, must meet regularly
with directors.Audit committee. Audit
committee satisfying
the independence and
other requirements of
Rule 10A-3 under the
Exchange Act and the
more stringent
requirements under the
NYSE standards is
required.
    
    We have an Audit and Corporate Practices
Committee composed of four independent directors,
one of whom has accounting and related financial
management expertise in compliance with NYSE
standards and Mexican Securities Law.
 92




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##### Table of Contents



NYSE Standards
    
    Our Corporate Governance PracticesNominating/corporate
governance committee.
Nominating/corporate
governance committee of
independent directors
is required.
    
    Our Audit and Corporate Practices Committee is
composed of four independent directors and
carries out the functions of the
nominating/corporate governance committee.Compensation committee.
Compensation committee
of independent
directors is required,
which must approve
executive officer
compensation.
    
    Our Compensation Committee is composed of the
same members as our Audit and Corporate Practices
Committee and is responsible for evaluating and
approving executive officers compensation.Equity compensation
plans. Equity
compensation plans
require shareholder
approval, subject to
limited exemptions.
    
    We are not required under Mexican law to obtain
shareholder approval for equity compensation
plans. Our Board of Directors is required to
approve the Companys policies with respect to
such compensation plans.Code of Ethics.
Corporate governance
guidelines and a code
of business conduct and
ethics is required,
with disclosure of any
waiver for directors or
executive officers.
    
    We have adopted a code of ethics in alignment
with U.S. standards, which has been accepted by
all of our directors and executive officers and
other personnel. We are required by Item 16B of
this Form 20-F to disclose any waivers granted to
our chief executive officer, chief financial
officer, principal accounting officer and persons
performing similar functions.
 
 PART III
 
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  Contents
    
    PageReport of Independent Registered Public Accounting Firm
    
    F-3Consolidated Statements of Financial Position
    
    F-4Consolidated Statements of Operations
    
    F-5Consolidated Statements of Comprehensive (Loss) Income
    
    F-6Consolidated Statements of Changes in Stockholders Equity
    
    F-7Consolidated Statements of Cash Flows
    
    F-8Notes to the Consolidated Financial Statements
    
    F-9
 93




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##### Table of Contents



ITEM 19. EXHIBITS
  ExhibitNo.
    
    Exhibit1.1*
    
    Amended and Restated Bylaws of Grupo TMM, S.A.B., as
registered with the Public Registry of Commerce on January 15,
2010, together with an English translation.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 Amended and Restated Deposit Agreement (the Deposit
Agreement) among the Company, The Bank of New York Mellon, as
depositary and all owners and holders of American Depositary
Shares (incorporated by reference to Exhibit 1 of the
Companys Registration Statement on Form F-6  Registration
No. 333-163562).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 2 of the
Companys Registration Statement on Form F-6  Registration
No. 333-163562).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).4.1*
    
    Certificate Purchase Agreement, dated December 18, 2009,
between the Company and Vex Asesores Corporativos, S.A.P.I. de
C.V., together with an English translation.6.1*
    
    Computation of earnings per share under IFRS.7.1*
    
    Computation of ratio of earnings to fixed charge under IFRS.8.1*
    
    List of Main Subsidiaries.12.1*
    
    Section 302 Certification of Chief Executive Officer.12.2*
    
    Section 302 Certification of Chief Financial Officer.13.1*
    
    Section 906 Certification of Chief Executive Officer.13.2*
    
    Section 906 Certification of Chief Financial Officer.
 
 *
    
    Filed herewith. 94




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##### Table of Contents



SIGNATURES
  GRUPO TMM, S.A.B.By:
    /s/  Carlos Pedro Aguilar MendezCarlos Pedro Aguilar MendezChief Financial Officer  95




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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, 2007, 2008 and 2009




---



##### 



GRUPO TMM, S.A.B. AND SUBSIDIARIES
 Contents
    
    PageReport of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Statements of Financial Position
    
    
    F-4Consolidated Statements of Operations
    
    
    F-5Consolidated Statements of Comprehensive (Loss) Income
    
    
    F-6Consolidated Statements of Changes in Stockholders Equity
    
    
    F-7Consolidated Statements of Cash Flows
    
    
    F-8Notes to the Consolidated Financial Statements
    
    
    F-9




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
       
 F-3




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##### Table of Contents



Consolidated Statements of Financial Position
 December 31, 2008 and 2009
 (amounts in thousands of US dollars)
 2008
    
    2009AssetsCurrentCash and cash equivalents
    
    $
    39,907
    
    
    $
    20,018Restricted cash (Notes 14 and 15)
    
    
    128,540
    
    
    
    64,226Accounts receivable  Net of provision for impairment
of $4,001 in 2008 and $5,202 in 2009
    
    
    56,548
    
    
    
    47,553Related parties (Note 16)
    
    
    28
    
    
    
    29Tax credits (Note 5)
    
    
    5,793
    
    
    
    7,132Other accounts receivable  Net (Note 6)
    
    
    17,929
    
    
    
    24,724Materials and supplies
    
    
    8,117
    
    
    
    8,578Other current assets (Note 7)
    
    
    3,536
    
    
    
    1,356Total current assets
    
    
    260,398
    
    
    
    173,616Concession rights  net (Note 8)
    
    
    3,391
    
    
    
    3,120Property, machinery, and equipment  Net (Note 9)
    
    
    687,740
    
    
    
    688,428Prepaid expenses and other (Note 10)
    
    
    5,927
    
    
    
    10,817Investments in associates (Note 11)
    
    
    4,022
    
    
    
    3,570Intangible assets (Note 12)
    
    
    29,256
    
    
    
    25,713Deferred income taxes (Note 22)
    
    
    97,276
    
    
    
    97,274Total assets
    
    $
    1,088,010
    
    
    $
    1,002,538Liabilities and stockholders equityCurrent liabilities:Current portion of long- term debt (Notes 13 and15)
    
    $
    21,062
    
    
    $
    16,043Suppliers
    
    
    33,039
    
    
    
    27,957Accounts payable and accrued expenses (Note 17)
    
    
    38,828
    
    
    
    44,186Obligations from sale of receivables (Note14)
    
    
    14,976
    
    
    
    7,869Total current liabilities
    
    
    107,905
    
    
    
    96,055Long-term debt (Notes 13 and 15)
    
    
    680,404
    
    
    
    748,494Dividends payable
    
    
    9,803
    
    
    
    9,803Employee obligations (Note 24)
    
    
    13,301
    
    
    
    11,947Obligations from sale of receivables (Note 14)
    
    
    101,030
    
    
    
    12,047Other long-term liabilities (Note 18)
    
    
    4,384
    
    
    
    4,384Total non-current liabilities
    
    
    808,922
    
    
    
    786,675Total liabilities
    
    
    916,827
    
    
    
    882,730Stockholders equity (Note 19):Equity capital, 103,760,541 shares authorized and issued
    
    
    117,751
    
    
    
    158,931Treasury shares (1,736,100 shares)
    
    
    (3,691
    )
    
    
    (3,691
    )Statutory reserve
    
    
    15,554
    
    
    
    15,554Accrued earnings (deficit)
    
    
    61,033
    
    
    
    (35,529
    )Capital premium
    
    
    5,528
    
    
    
    5,528Initial cumulative translation loss
    
    
    (17,757
    )
    
    
    (17,757
    )Translation balance (Note 3)
    
    
    (13,312
    )
    
    
    (10,489
    )165,106
    
    
    
    112,547Non-controlling interest (Note 3s)
    
    
    6,077
    
    
    
    7,261Total stockholders equity
    
    
    171,183
    
    
    
    119,808Total liabilities and stockholders equity
    
    $
    1,088,010
    
    
    $
    1,002,538
  F-4




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##### Table of Contents



Consolidated Statements of Operations
 Years ended December 31, 2007, 2008, and 2009
 (amounts in thousands of US dollars, except per share amounts)
 2007
    
    2008
    
    2009Transportation revenues
    
    $
    303,256
    
    
    $
    362,955
    
    
    $
    308,394Costs and expenses:Salaries, wages, and employee benefits
    
    
    80,878
    
    
    
    105,850
    
    
    
    79,470Leases and other rents
    
    
    84,131
    
    
    
    99,265
    
    
    
    67,431Purchased services
    
    
    50,561
    
    
    
    52,230
    
    
    
    46,082Fuel, materials, and supplies
    
    
    25,118
    
    
    
    39,631
    
    
    
    30,441Other costs and expenses
    
    
    13,219
    
    
    
    23,624
    
    
    
    12,961Depreciation and amortization
    
    
    25,652
    
    
    
    31,119
    
    
    
    42,493279,559
    
    
    
    351,719
    
    
    
    278,878Income on transportation
    
    
    23,697
    
    
    
    11,236
    
    
    
    29,516Other (expense) income  Net (Note 20)
    
    
    (4,356
    )
    
    
    8,656
    
    
    
    (5,745
    )Operating income
    
    
    19,341
    
    
    
    19,892
    
    
    
    23,771Interest income
    
    
    5,647
    
    
    
    13,123
    
    
    
    7,410Interest expense
    
    
    55,616
    
    
    
    82,986
    
    
    
    95,051Gain (loss) on exchange  Net (Note 21)
    
    
    1,435
    
    
    
    145,505
    
    
    
    (30,713
    )Comprehensive financing cost
    
    
    (48,534
    )
    
    
    75,642
    
    
    
    (118,354
    )(Loss) Income before taxes
    
    
    (29,193
    )
    
    
    95,534
    
    
    
    (94,583
    )Benefit (provision) from income
taxes (Note 22)
    
    
    844
    
    
    
    (20,094
    )
    
    
    (1,087
    )(Loss) Income before discontinued operations for
the year
    
    
    (28,349
    )
    
    
    75,440
    
    
    
    (95,670
    )(Loss) from discontinued operations for the year
    
    
    (38,563
    )
    
    
    
    
    
    
    Net (loss) income for the year
    
    $
    (66,912
    )
    
    $
    75,440
    
    
    $
    (95,670
    )Attributable to:Non-controlling interest
    
    
    160
    
    
    
    507
    
    
    
    1,380Grupo TMM, S.A.B. Stockholders
    
    $
    (67,072
    )
    
    $
    74,933
    
    
    $
    (97,050
    )(Loss) income from continuing operations
for the year, per share
    
    $
    (0.498
    )
    
    $
    1.343
    
    
    $
    (1.682
    )(Loss) income from discontinued operations
for the year, per share
    
    $
    (0.677
    )
    
    $
    
    
    
    $
    Net (loss) income for the year, per share
(Note 25), attributable to Grupo TMM, S.A.B.
Stockholders
    
    $
    (1.177
    )
    
    $
    1.334
    
    
    $
    (1.706
    )Weighted average of shares outstanding (thousands)
    
    
    56,962
    
    
    
    56,189
    
    
    
    56,894
  F-5




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##### Table of Contents



Consolidated Statements of Comprehensive (Loss) Income
 Years ended December 31, 2007, 2008, and 2009  (amounts in thousands of US dollars)
 2007
    
    2008
    
    2009Net (loss) profit for the year
    
    $
    (66,912
    )
    
    $
    75,440
    
    
    $
    (95,670
    )Other (loss) profit entries:Stock repurchase
    
    
    (6
    )
    
    
    1,396
    
    
    
    Translation balance
    
    
    (1,090
    )
    
    
    (11,049
    )
    
    
    2,823Provision for employee benefit
    
    
    (1,477
    )
    
    
    (3,870
    )
    
    
    488Spin off and sale of subsidiaries
    
    
    
    
    
    
    (2,229
    )
    
    
    Other comprehensive results for the year, net of taxes
    
    
    (2,573
    )
    
    
    (15,752
    )
    
    
    3,311Total (loss) profit for the year
    
    $
    (69,485
    )
    
    $
    59,688
    
    
    $
    (92,359
    )Attributable to:Non-controlling interest
    
    
    160
    
    
    
    507
    
    
    
    1,380Grupo TMM, S.A.B. Stockholders
    
    
    (69,645
    )
    
    
    59,181
    
    
    
    (93,739
    )$
    (69,485
    )
    
    $
    59,688
    
    
    $
    (92,359
    )
  F-6




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##### Table of Contents



Consolidated Statements of Changes in Stockholders Equity
 Years ended December 31, 2007, 2008, and 2009  (amounts in thousands of US dollars, except number of shares)
 InitialNumber of shares
    
    
    
    
    
    
    Retained
    
    
    
    
    
    
    cumulative
    
    
    
    
    
    
    
    
    
    
    Totalissued and
    
    
    Common
    
    
    earnings
    
    
    Capital
    
    
    translation
    
    
    
    
    
    
    Non-controllling
    
    
    stockholderoutstanding
    
    
    stock
    
    
    (deficit)
    
    
    premium
    
    
    loss
    
    
    Subtotal
    
    
    interest
    
    
    equityBalances as of January 1, 2007
    
    
    56,963,137
    
    
    $
    121,158
    
    
    $
    73,739
    
    
    $
    5,528
    
    
    $
    (17,757
    )
    
    $
    182,668
    
    
    $
    8,676
    
    
    $
    191,344Purchase of treasury shares on
December 14, 2007
    
    
    (30,000
    )
    
    
    (64
    )
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    (70
    )
    
    
    
    
    
    
    (70
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    (1,090
    )
    
    
    
    
    
    
    
    
    
    
    (1,090
    )
    
    
    7
    
    
    
    (1,083
    )Provision for employee benefit
    
    
    
    
    
    
    
    
    
    
    (1,477
    )
    
    
    
    
    
    
    
    
    
    
    (1,477
    )
    
    
    
    
    
    
    (1,477
    )Other comprehensive income (loss)
for the year
    
    
    
    
    
    
    
    
    
    
    (2,573
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends paid to minority stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,450
    )
    
    
    (2,450
    )Reduction of capital in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (490
    )
    
    
    (490
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    (67,072
    )
    
    
    
    
    
    
    
    
    
    
    (67,072
    )
    
    
    160
    
    
    
    (66,912
    )Total comprehensive loss for the year
    
    
    
    
    
    
    
    
    
    
    (69,645
    )Balances as of December 31, 2007
    
    
    56,933,137
    
    
    
    121,094
    
    
    
    4,094
    
    
    
    5,528
    
    
    
    (17,757
    )
    
    
    112,959
    
    
    
    5,903
    
    
    
    118,862Purchase of treasury shares during 2008
    
    
    (1,706,100
    )
    
    
    (3,627
    )
    
    
    1,396
    
    
    
    
    
    
    
    
    
    
    
    (2,231
    )
    
    
    
    
    
    
    (2,231
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    (11,049
    )
    
    
    
    
    
    
    
    
    
    
    (11,049
    )
    
    
    
    
    
    
    (11,049
    )Provision for employee benefit
    
    
    
    
    
    
    
    
    
    
    (3,870
    )
    
    
    
    
    
    
    
    
    
    
    (3,870
    )
    
    
    
    
    
    
    (3,870
    )Other comprehensive income (loss)
for the year
    
    
    
    
    
    
    
    
    
    
    (13,523
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reduction of capital in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (333
    )
    
    
    (333
    )Spin off and sale of subsidiaries
    
    
    
    
    
    
    (3,407
    )
    
    
    (2,229
    )
    
    
    
    
    
    
    
    
    
    
    (5,636
    )
    
    
    
    
    
    
    (5,636
    )Net profit for the year
    
    
    
    
    
    
    
    
    
    
    74,933
    
    
    
    
    
    
    
    
    
    
    
    74,933
    
    
    
    507
    
    
    
    75,440Total comprehensive income for the year
    
    
    
    
    
    
    
    
    
    
    59,181Balances as of December 31, 2008
    
    
    55,227,037
    
    
    
    114,060
    
    
    
    63,275
    
    
    
    5,528
    
    
    
    (17,757
    )
    
    
    165,106
    
    
    
    6,077
    
    
    
    171,183Proceeds from capital increase
    
    
    46,797,404
    
    
    $
    41,180
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    41,180
    
    
    
    
    
    
    $
    41,180Translation adjustment
    
    
    
    
    
    
    
    
    
    
    2,823
    
    
    
    
    
    
    
    
    
    
    
    2,823
    
    
    
    
    
    
    
    2,823Provision for employee benefit
    
    
    
    
    
    
    
    
    
    
    488
    
    
    
    
    
    
    
    
    
    
    
    488
    
    
    
    
    
    
    
    488Other comprehensive income (loss)
for the year
    
    
    
    
    
    
    
    
    
    
    3,311Reduction of capital in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (196
    )
    
    
    (196
    )Net loss for the year
    
    
    
    
    
    
    
    
    
    
    (97,050
    )
    
    
    
    
    
    
    
    
    
    
    (97,050
    )
    
    
    1,380
    
    
    
    (95,670
    )Total comprehensive loss for the year
    
    
    
    
    
    
    
    
    
    
    (93,739
    )Balances as of December 31, 2009
    
    
    102,024,441
    
    
    $
    155,240
    
    
    $
    (30,464
    )
    
    $
    5,528
    
    
    $
    (17,757
    )
    
    $
    112,547
    
    
    $
    7,261
    
    
    $
    119,808
  F-7




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##### Table of Contents



Consolidated Statements of Cash Flows
 Years ended December 31, 2007, 2008, and 2009  (amounts in thousands of US dollars)
 2007
    
    2008
    
    2009Cash flows from operating activities:Net (loss) profit for the year:
    
    $
    (66,912
    )
    
    $
    75,440
    
    
    $
    (95,670
    )Adjustments to reconcile net loss (profit) to cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    25,652
    
    
    
    31,119
    
    
    
    42,493Other amortizations
    
    
    3,091
    
    
    
    4,144
    
    
    
    8,996(Benefit) provision for taxes
    
    
    (844
    )
    
    
    20,094
    
    
    
    1,087Loss (gain) on sale of property, plant, and equipment -Net
    
    
    983
    
    
    
    (488
    )
    
    
    (3,267
    )Gain on sale of other subsidiaries
    
    
    (6,285
    )
    
    
    (18,642
    )
    
    
    Impairment of long-lived assets
    
    
    
    
    
    
    4,653
    
    
    
    3,485(Profit) loss from discontinued operations for the year
    
    
    38,563
    
    
    
    
    
    
    
    Provision for interests on debt
    
    
    47,132
    
    
    
    80,948
    
    
    
    81,542Exchange loss (gain) -Net
    
    
    (1,435
    )
    
    
    (143,530
    )
    
    
    27,392Changes in assets and liabilities:Restricted cash
    
    
    (20,553
    )
    
    
    (91,027
    )
    
    
    64,314Accounts receivable
    
    
    (4,213
    )
    
    
    (11,736
    )
    
    
    8,995Other accounts receivable and related parties
    
    
    (5,112
    )
    
    
    5,018
    
    
    
    (6,796
    )Materials, supplies, and inputs
    
    
    (930
    )
    
    
    (1,730
    )
    
    
    (461
    )Other current assets
    
    
    (854
    )
    
    
    6,513
    
    
    
    841Other accounts payable and cumulative expenses
    
    
    6,841
    
    
    
    (12,581
    )
    
    
    (6,440
    )Other non-current assets
    
    
    (15,559
    )
    
    
    392
    
    
    
    (895
    )Long term liabilities
    
    
    (866
    )
    
    
    804
    
    
    
    (1,354
    )Total adjustments
    
    
    65,611
    
    
    
    (126,049
    )
    
    
    219,932Cash (used in) provided by operating activities
    
    
    (1,301
    )
    
    
    (50,609
    )
    
    
    124,262Cash flows from investment activities:Sale of property, machinery , and equipment
    
    
    7,186
    
    
    
    2,104
    
    
    
    15,784Acquisition of property, plant, and equipment
    
    
    (100,740
    )
    
    
    (401,820
    )
    
    
    (73,456
    )Sale of shares of subsidiaries
    
    
    56,901
    
    
    
    14,768
    
    
    
    (202
    )Acquisition of associate companies
    
    
    (3,771
    )
    
    
    
    
    
    
    Cash used in investment activities
    
    
    (40,424
    )
    
    
    (384,948
    )
    
    
    (57,874
    )Cash flows from financing activities:Proceeds from financial debt
    
    
    125,401
    
    
    
    539,285
    
    
    
    (35,585
    )Cash paid from sale of accounts
receivable  Net
    
    
    (88,334
    )
    
    
    (29,010
    )
    
    
    (56,388
    )Dividends paid to minority stockholders
    
    
    (2,450
    )
    
    
    
    
    
    
    Dividends from unconsolidated associates
    
    
    195
    
    
    
    1,001
    
    
    
    643Purchase of common stock for treasury
    
    
    (71
    )
    
    
    (2,231
    )
    
    
    Cash provided by (used in) financing activities
    
    
    34,741
    
    
    
    509,045
    
    
    
    (91,330
    )Effect on cash from currency fluctuation
    
    
    
    
    
    
    (48,303
    )
    
    
    5,053Net (decrease) increase in cash and cash equivalents
    
    
    (6,984
    )
    
    
    25,185
    
    
    
    (19,889
    )Cash and cash equivalents at beginning of the year
    
    
    21,706
    
    
    
    14,722
    
    
    
    39,907Cash and cash equivalents at the end of the year
    
    $
    14,722
    
    
    $
    39,907
    
    
    $
    20,018Supplemental cash disclosures:Interest paid
    
    $
    47,684
    
    
    $
    56,105
    
    
    $
    53,192Income tax, asset tax, and
corporate flat tax paid
    
    $
    562
    
    
    $
    2,262
    
    
    $
    3,343
  F-8




---



##### Table of Contents



1 The Company:
     2008
    
    2009Servicios Corporativos TMM, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Inmobiliaria TMM, S.A. de C.V. and subsidiaries
    
    
    d) 100
    %
    
    
    d) 100
    %Operadora Marítima TMM, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Transportación Marítima Mexicana, S.A. de C.V. and subsidiary
    
    
    a) 100
    %
    
    
    a) 100
    %TMM Logistics, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Operadora Portuaria de Tuxpan, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Terminal Marítima de Tuxpan, S.A. de C.V.
    
    
    f) 100
    %
    
    
    f) 100
    %Transportes Líquidos Mexicanos, LTD
    
    
    100
    %
    
    
    100
    %Personal Marítimo, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %
 F-9




---



##### Table of Contents



2008
    
    2009TMM Agencias, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Servicios de Logística de México, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Servicios en Operaciones Logísticas, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Lacto Comercial Organizada, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Marmex Marine Mexico, Inc. and subsidiary
    
    
    100
    %
    
    
    100
    %Autotransportación y Distribución Logística, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %Almacenadora de Depósito Moderno, S. A. de C. V.
    
    
    100
    %
    
    
    100
    %Repcorp, S.A. de C.V. and subsidiary
    
    
    100
    %
    
    
    100
    %TMM Parcel Tankers, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %TMM División Marítima, S.A. de C.V.
    
    
    c) 100
    %
    
    
    c) 100
    %TMM Remolcadores, S.A. de C.V.
    
    
    100
    %
    
    
    100
    %TMM Flota Marítima, S.A. de C.V.
    
    
    c) 100
    %
    
    
    c) 100
    %Inmobiliaria Ikusi, S.A.P.I. de C.V.
    
    
    100
    %
    
    
    100
    %Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.
    
    
    b) 100
    %
    
    
    b
    )Ficorsa Corporate Services, S.A.P.I. de C.V.
    
    
    d) 100
    %
    
    
    d) 100
    %Sedirsa Promotora, S.A. de C.V.
    
    
    d) 100
    %
    
    
    d) 100
    %Northarc Express, S.A. de C.V.
    
    
    e
    )
    
    
    e
    )Promotora Satuiza, S.A. de C.V.
    
    
    f) 100
    %
    
    
    f) 100
    %Promotora Satco, S.A. de C.V.
    
    
    f) 100
    %
    
    
    f) 100
    %TMM New Proyects, S. de R.L. de C.V.
    
    
    100
    %
    
    
    100
    %
  2008
    
    2009Administración Portuaria Integral de Acapulco, S.A. de C.V.
    
    
    51
    %
    
    
    51
    %Servicios Administrativos API Acapulco, S.A. de C.V.
    
    
    51
    %
    
    
    51
    %Seglo Operaciones Logísticas, S.A. de C.V. (see Note 28)
    
    
    50
    %
    
    
    50
    %Seglo Servicios Especializados, S.A. de C.V. (see Note 28)
    
    
    
    
    
    
    g) 50
    %Nicte Inmobiliaria, S.A.P.I. de C.V
    
    
    99
    %
    
    
    99
    %Proserpec Servicios Administrativos, S.A.P.I. de C.V.
    
    
    d) 99
    %
    
    
    d) 99
    %Servicios Directivos Sedise, S.A.P.I. de C.V.
    
    
    d) 99
    %
    
    
    d) 99
    %
  2008
    
    2009Seglo, S.A. de C.V. (see Note 28)
    
    
    39
    %
    
    
    39
    %Seglo Mexicana, S.A. de C.V. (see Note 28)
    
    
    
    
    
    
    g) 39
    %Procesos Operativos de Materiales, S.A. de C.V. (see Note 28)
    
    
    39
    %
    
    
    39
    %
 
 a)
    
    On January 31, 2008, Newmarmex, S.A. de C.V. merged with Transportación Marítima Mexicana,
S.A. de C.V. (TMM), TMM being the surviving entity. F-10




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##### Table of Contents



b)
    
    On December 13, 2007, the company Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.,
whose business activity is the trading of real estate, properties, and property rights, was
formed. On December 31, 2009, ten shares were sold to an unrelated party and Grupo TMM no
longer holds control of this company.c)
    
    On June 15, 2008, TMM Flota Marítima, S.A. de C.V. merged with TMM División Marítima, S.A. de
C.V. with the latter as the surviving entity.d)
    
    On October 1, 2008, there was a spinoff of Inmobiliaria TMM, S.A. de C.V., forming the
following companies in the State of Mexico: Proserpec Servicios Administrativos, S.A.P.I. de
C.V., Servicios Directivos Sedise, S.A.P.I. de C.V., Ficorsa Corporate Services S.A.P.I. de C.V., and Sedirsa Promotora S.A. de C.V., whose
business activity is to provide personnel and consulting services.e)
    
    On November 10, 2008, there was a spin off from Grupo TMM of the company Northarc Express,
S.A. de C.V., whose business activity is the trading, import and export, representation,
procurement, warehousing, distribution, and general sale of all class of industrial
technology, technical goods, and products in the general market as permitted by law. This
company was sold to an unrelated party on December 30, 2008.f)
    
    On December 1, 2008, there was a spin off from Terminal Marítima de Tuxpan, S.A. de C.V. of
the following companies: Promotora Satuiza, S.A. de C.V. and Promotora Satco, S.A. de C.V.,
whose business activity is the general trading of industrial technology, technical goods, and
products in the general market as permitted by law.g)
    
    On May 20, 2009, the companies Seglo Servicios Especializados, S.A. de C.V. and Seglo
Mexicana, S.A. de C.V. were formed with the corporate purposes of the assembly, sub-assembly,
and provision of logistics and consulting services in the areas of materials handling,
distribution, deposit, and supply of materials for the automotive industry. 2 Changes in accounting policies and future accounting pronouncements:
  Borrowing Costs (Revised 2007)
 Disclosures  improving disclosures about financial
instruments
  Borrowing Costs (Revised)
  Financial Instruments: Disclosures  improving disclosures about
financial instruments
  F-11




---



##### Table of Contents



Business Combinations (Revised 2008) (effective from July 1, 2009)
  Consolidated and Separate Financial Statements (Revised 2008) (effective from July 1, 2009)
   Improvements for International Financial Reporting Standards 2009 Leases
 Financial Instruments (effective from January 1, 2013)
 Financial Instruments: Recognition and Measurement
      Improvements for International Financial Reporting Standards 2010
 F-12




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##### Table of Contents



3 Summary of significant accounting policies:
 Comisión Nacional Bancaria y de Valores CNBV
    Presentation of
Financial Statements (Revised 2007)
    Subsidiaries
    Associates
  F-13




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##### Table of Contents



F-14




---



##### Table of Contents



IETU  for its Spanish acronym IETU
    F-15




---



##### Table of Contents



F-16




---



##### Table of Contents



F-17




---



##### Table of Contents



4 Going concern:
   5 Taxes receivable:
  2008
    
    2009Income and Value Added Tax recoverable
    
    $
    4,440
    
    
    $
    6,466Asset tax recoverable
    
    
    1,300
    
    
    
    496Corporate Flat Tax
    
    
    
    
    
    
    83Special tax on production and services
    
    
    1
    
    
    
    44Other
    
    
    52
    
    
    
    43$
    5,793
    
    
    $
    7,132
 6 Other accounts receivable:
  2008
    
    2009Services for port, maritime, and other operations
    
    $
    11,499
    
    
    $
    16,584Insurance claims
    
    
    2,718
    
    
    
    3,660Employees
    
    
    1,173
    
    
    
    2,038Other
    
    
    2,539
    
    
    
    2,442$
    17,929
    
    
    $
    24,724
 F-18




---



##### Table of Contents



7 Other current assets:
  2008
    
    2009Prepaid expenses
    
    $
    2,932
    
    
    $
    651Insurance
    
    
    393
    
    
    
    442Prepaid insurance premiums
    
    
    211
    
    
    
    263$
    3,536
    
    
    $
    1,356
 8 Concession rights:
    Years left to2008
    
    
    2009
    
    
    amortizeAdministración Portuaria Integral de Acapulco (1)
    
    $
    6,783
    
    
    $
    6,783
    
    
    
    11Transportación Marítima Mexicana (see Note 1) (2)
    
    
    2,170
    
    
    
    2,170
    
    
    
    8,953
    
    
    
    8,953Accumulated amortization
    
    
    (5,562
    )
    
    
    (5,833
    )Concession rights  net
    
    $
    3,391
    
    
    $
    3,120
  
 (1)
    
    Concession expires June 2021.(2)
    
    Concession expires January 2015. At January 2007, the total value of this concession has been
fully amortized. 9 Property, machinery, and equipment, net:
  F-19




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##### Table of Contents



2008Balance atthe
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Estimatedbeginning of
    
    
    
    
    
    
    
    
    
    Transfers
    
    
    
    
    
    end of
    
    useful lifeyear
    
    Additions
    
    Disposals
    
    and others
    
    Depreciation
    
    year
    
    (years)Vessels
    
    $
    234,979
    
    
    $
    238,696
    
    
    $
    
    
    
    $
    45,822
    
    
    $
    19,201
    
    
    $
    500,296
    
    
    25Dry-docks:(major vessel repairs)
    
    
    6,061
    
    
    
    6,057
    
    
    
    
    
    
    
    (2,676
    )
    
    
    4,307
    
    
    
    5,135
    
    
    2.5Buildings and installations
    
    
    12,988
    
    
    
    49
    
    
    
    52
    
    
    
    188
    
    
    
    1,771
    
    
    
    11,402
    
    
    20 & 25Warehousing equipment
    
    
    1,144
    
    
    
    3
    
    
    
    
    
    
    
    184
    
    
    
    256
    
    
    
    1,075
    
    
    10Computer equipment
    
    
    384
    
    
    
    81
    
    
    
    5
    
    
    
    90
    
    
    
    216
    
    
    
    334
    
    

        3 & 4Terminal equipment
    
    
    1,631
    
    
    
    467
    
    
    
    
    
    
    
    (451
    )
    
    
    453
    
    
    
    1,194
    
    
    10Ground transportation equipment
    
    
    37,735
    
    
    
    2,810
    
    
    
    1,559
    
    
    
    (1,660
    )
    
    
    4,173
    
    
    
    33,153
    
    
   4.5 & 10Other equipment
    
    
    1,436
    
    
    
    45
    
    
    
    
    
    
    
    20
    
    
    
    298
    
    
    
    1,203296,358
    
    
    
    248,208
    
    
    
    1,616
    
    
    
    41,517
    
    
    
    30,675
    
    
    
    553,792Land
    
    
    23,538
    
    
    
    176
    
    
    
    
    
    
    
    (4,026
    )
    
    
    
    
    
    
    19,688Constructions in progress
    
    
    31,163
    
    
    
    153,436
    
    
    
    
    
    
    
    (70,339
    )
    
    
    
    
    
    
    114,260$
    351,059
    
    
    $
    401,820
    
    
    $
    1,616
    
    
    $
    (32,848
    )
    
    $
    30,675
    
    
    $
    687,740
 2009Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Estimatedbeginning of
    
    
    
    
    
    
    
    
    
    Transfers
    
    
    
    
    
    end of
    
    useful lifeyear
    
    Additions
    
    Disposals
    
    and others
    
    Depreciation
    
    year
    
    (years)Vessels
    
    $
    500,296
    
    
    $
    5,426
    
    
    $
    1,077
    
    
    $
    34,741
    
    
    $
    27,695
    
    
    $
    511,691
    
    

    25Dry-docks:(major vessel repairs)
    
    
    5,135
    
    
    
    7,273
    
    
    
    
    
    
    
    (1,016
    )
    
    
    5,065
    
    
    
    6,327
    
    

    2.5Buildings and facilities
    
    
    11,402
    
    
    
    3
    
    
    
    
    
    
    
    738
    
    
    
    1,179
    
    
    
    10,964
    
    

    20 & 25Warehousing equipment
    
    
    1,075
    
    
    
    
    
    
    
    
    
    
    
    302
    
    
    
    283
    
    
    
    1,094
    
    

    10Computer equipment
    
    
    334
    
    
    
    48
    
    
    
    1
    
    
    
    745
    
    
    
    261
    
    
    
    865
    
    
    3 & 4Terminal equipment
    
    
    1,194
    
    
    
    7
    
    
    
    
    
    
    
    127
    
    
    
    443
    
    
    
    885
    
    
    10Ground transportation equipment
    
    
    33,153
    
    
    
    509
    
    
    
    6,003
    
    
    
    3,389
    
    
    
    3,740
    
    
    
    27,308
    
    
    4.5 & 10Other equipment
    
    
    1,203
    
    
    
    153
    
    
    
    2
    
    
    
    90
    
    
    
    265
    
    
    
    1,179553,792
    
    
    
    13,419
    
    
    
    7,083
    
    
    
    39,116
    
    
    
    38,931
    
    
    
    560,313Land
    
    
    19,688
    
    
    
    139
    
    
    
    196
    
    
    
    921
    
    
    
    
    
    
    
    20,552Constructions in progress
    
    
    114,260
    
    
    
    59,898
    
    
    
    7,303
    
    
    
    (59,292
    )
    
    
    
    
    
    
    107,563$
    687,740
    
    
    $
    73,456
    
    
    $
    14,582
    
    
    $
    (19,255
    )
    
    $
    38,931
    
    
    $
    688,428
  10 Prepaid expenses and other:
  F-20




---



##### Table of Contents



2008
    
    2009Prepaid expenses
    
    $
    3,106
    
    
    $
    5,967Other share investments (1)
    
    
    2,057
    
    
    
    2,057Security deposits
    
    
    764
    
    
    
    2,793$
    5,927
    
    
    $
    10,817
 
 (1)
    
    Includes investments in companies where the Company does not have a significant influence
or voting rights. 11 Investments in associates:
  Percentage ofinterest
    
    2008
    
    2009Seglo, S.A. de C.V.
    
    
    39
    %
    
    $
    3,969
    
    
    $
    3,385Procesos Operativos de Materiales, S.A. de C.V.
    
    
    39
    %
    
    
    53
    
    
    
    (7
    )Seglo Mexicana, S.A. de C.V.
    
    
    39
    %
    
    
    
    
    
    
    192$
    4,022
    
    
    $
    3,570
 12 Intangible assets:
  2008Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at
    
    Estimatedbeginning
    
    
    
    
    
    
    
    
    
    Transfers
    
    Amortization /
    
    end of
    
    useful lifeof year
    
    Additions
    
    Disposals
    
    and others
    
    impairment
    
    year
    
    (years)Software
    
    $
    393
    
    
    $
    304
    
    
    $
    
    
    
    $
    (306
    )
    
    $
    391
    
    
    $
    
    
    

    3 & 5Goodwill(Ademsa) (1)
    
    
    10,425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,425Goodwill(ACM) (2)
    
    
    8,057
    
    
    
    10
    
    
    
    
    
    
    
    (1,823
    )
    
    
    4,653
    
    
    
    1,591Trademarks (3)
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000Non-competition rights (4)
    
    
    10,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,060
    
    
    
    8,240
    
    

    5$
    38,175
    
    
    $
    314
    
    
    $
    
    
    
    $
    (2,129
    )
    
    $
    7,104
    
    
    $
    29,256
 2009Balance at
    
    
    
    
    
    
    
    
    
    Transfers
    
    
    
    
    
    Balance
    
    Estimatedbeginning
    
    
    
    
    
    
    
    
    
    and
    
    Amortization /
    
    end of
    
    useful lifeof year
    
    Additions
    
    Disposals
    
    others
    
    impairment
    
    year
    
    (years)Software
    
    $
    
    
    
    $
    126
    
    
    $
    
    
    
    $
    (18
    )
    
    $
    
    
    
    $
    108
    
    

    3 & 5Goodwill(Ademsa) (1)
    
    
    10,425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,425Goodwill(ACM) (2 )
    
    
    1,591
    
    
    
    
    
    
    
    
    
    
    
    1,894
    
    
    
    3,485
    
    
    
    Trademarks (3)
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000Non-competition
rights(4)
    
    8,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,060
    
    
    
    6,189
    
    

    5$
    29,256
    
    
    $
    126
    
    
    $
    
    
    
    $
    1,876
    
    
    $
    5,545
    
    
    $
    25,713
 
 (1)
    
    This goodwill arises from the purchase of the Ademsa subsidiary. The value of the
intangible asset for customer relations could not be reasonably estimated, therefore it is
included in the value for this goodwill.(2)
    
    The goodwill arises from the purchase of identifiable operating assets for the transportation
of automotive vehicles. An impairment for $4.6 million for 2008 and $3.5
million for 2009 was determined F-21




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##### Table of Contents



based on the result of the calculation of the value in use (based on discounted cash flows and
an estimated perpetual value).(3)
    
    On December 31, 2004, Grupo TMM acquired the Marmex trademark rights from its former partner
Seacor Marine International, LLC, for the amount of $9.0 million, which was
presented as an item deducting the non-controlling interest amount. Grupo TMM acquired such
non-controlling interest and therefore the trademark rights are now classified within
Intangible assets.(4)
    
    A stockholder with significant influence in the business decision making of Grupo TMM
decided to sell her interest. In view that this individual also had knowledge of business
plans, market condition, as well as relationships with customers and vendors of Grupo TMM, the
Board of Directors approved the Company on November 20, 2007, to enter into a non competition
agreement for a 5 year period with this individual; this agreement provides for a penalty of
$14.3 million in the event of non-compliance. 13 Financing:
  2008
    
    2009Short term debt:DVB Bank America (1)
    
    $
    5,750
    
    
    $
    4,834DC Automotriz Servicios (2)
    
    
    2,210
    
    
    
    3,306DEG-Deutsche Investition (4)
    
    
    
    
    
    
    1,700Banco Mercantil del Norte (8)
    
    
    
    
    
    
    1,309Natixis (5)
    
    
    992
    
    
    
    992Pure Leasing (6)
    
    
    
    
    
    
    401Santander Serfin, S.A.(3)
    
    
    508
    
    
    
    HSBC, S.A. (3)
    
    
    436
    
    
    
    Interest payable
    
    
    11,166
    
    
    
    3,613Transaction cost
    
    
    
    
    
    
    (112
    )$
    21,062
    
    
    $
    16,043Long term debt:Trust
Certificates Program (See note 15)
    
    $
    615,610
    
    
    
    $677,520DVB Bank America (1)
    
    
    35,641
    
    
    
    31,355Bancomext, S.N.C. (7)
    
    
    
    
    
    
    14,770Natixis (5)
    
    
    9,766
    
    
    
    8,839DC Automotriz Servicios (2)
    
    
    10,887
    
    
    
    7,772DEG-Deutsche Investition (4)
    
    
    8,500
    
    
    
    6,800Pure Leasing (6)
    
    
    
    
    
    
    1,438$
    680,404
    
    
    
    $748,494
 
 (1)
    
    In May and June 2007, Grupo TMM entered into two lines of credit with DVB Bank America to
acquire two chemical vessels (Maya and Olmeca); the first one, with a loan facility for
$25.0 million, with an average interest rate of 7.42%, the senior note with a fixed
rate of 6.88%, and the junior note with a fix rate of 11.365%, and the second vessel loan
facility for the amount of $27.5 million, with an average interest rate of 7.78%,
the senior note with a fixed rate of 7.21%, and the junior note with a fixed interest rate of
11.07025%. Both loans are payable in monthly installments of principal and interest, maturing
May 25, 2017, and June 19, 2017, respectively. Both facilities were contracted through the
Companys subsidiary TMM Parcel Tankers. F-22




---



##### Table of Contents



(2)
    
    On July 19, 2007, the Company entered into a loan facility in Mexican pesos as part of the
Forced Assignment of Rights Agreement entered into with DC Automotriz Servicios S. de R.L. de
C.V. (now Daimler Financial Services México, S. de R.L. de C.V. Daimler) for the acquisition
of automotive transportation assets for approximately $9.5 million,
($123.7 million pesos) at a variable rate of the 91-day TIIE rate plus 200 basis
points, through its subsidiary Lacto Comercial Organizada, S.A. de C.V. (Lacorsa); payment
of which is made through 84 consecutive monthly payments on the principal plus interests on
outstanding balances, commencing January 2008 and maturing in December 2014.On June 4, 2008, the Company entered in a loan facility in Mexican pesos with Daimler for the
acquisition of 31 transportation units for approximately $1.5 million ($19.8
million pesos) at a fixed rate of 12.85%, through its subsidiary Lacorsa; payment for which is
made on 60 consecutive monthly payments on the principal plus interests on outstanding balances,
maturing in June 2013.On September 26, 2008, the Company entered into a loan facility in Mexican pesos with Daimler
for the acquisition of 8 transportation units for approximately $0.4 million
($5.2 million pesos) at a fixed rate of 13.56%, through its subsidiary Lacorsa;
payment for which is made on 60 consecutive monthly payments on the principal plus interests on
outstanding balances, maturing in September 2013.On October 31, 2008, the Company entered into a loan facility in Mexican pesos with Daimler
for the acquisition of 30 transportation units for approximately $2.5 million
($33.1 million pesos) at a fixed rate of 13.56%, through its subsidiary Lacorsa;
payment for which is made on 60 consecutive monthly payments on the principal plus interests on
outstanding balances, maturing in October 2013.On November 3, 2008, the Company entered into a loan facility in Mexican pesos with Daimler
for the acquisition of 15 transportation units (refuelers) for approximately $1.4
million ($18.4 million pesos) at a fixed rate of 13.56%, through its subsidiary
Lacorsa; payment for which is made on 60 consecutive monthly payments on the principal plus
interests on outstanding balances, maturing in November 2013.In August, 2009, an agreement was reached with Daimler for satisfaction through equipment,
with which approximately $3.0 million ($39.4 million pesos) was prepaid.(3)
    
    In December 2006, Grupo TMM acquired the company Almacenadora de Depósito Moderno, S.A. de
C.V. Ademsa. This company holds lines of credit with the following characteristics and
conditions: the first for approximately $230,000 ($3.0 million pesos),
through a line of credit with BBVA-Bancomer, for working capital and / or current accounts,
with principal repayment at maturity and monthly interest payments at the 28-day TIIE plus 350
basis points and maturing April 21, 2010, there is no balance on this line of credit as of
December 31, 2009; the second through a line of credit with Santander-Serfín forapproximately
$690,000 ($9.0 million pesos), for working capital and / or current
accounts, with principal repayment at maturity and monthly interest payments at the fixed rate
of 11.25% and maturing June 20, 2010, there is no balance on this line of credit as of
December 31, 2009; and, the third for approximately $460,000 ($6.0 million
pesos) through a line of credit with HSBC, for working capital and / or current accounts with
principal repayment at maturity and monthly interest payments at the 28-day TIIE 8.366% and
maturing December 5, 2010, there is no balance on this line of credit as of December 31, 2009.(4)
    
    On January 11, 2008, Grupo TMM entered into a loan facility listed in dollars to refinance
the purchase of Ademsa for $8.5 million (approximately $110.9 million
pesos), at a fixed rate of 8.01%, payment on which is to be made in 14 consecutive semiannual
payments on principal plus interests on outstanding balances, with a two year grace period on
the principal and maturing in July 2014.(5)
    
    In January 2008, the Company entered into a loan facility in dollars, through its subsidiary
TMM Remolcadores, S.A. de C.V., to finance the purchase of two tugboats (TMM Tepalcates and
TMM F-23




---



##### Table of Contents



Cuyutlán) for $11.9 million (approximately $155.2 million pesos), at a fixed
rate of 6.35%, with quarterly payments on principal and interests on outstanding balances, and
maturing in January 2015. The Company established a Trust for this loan facility, securing the
vessels as collateral.(6)
    
    In September 2009, the Company secured with Pure Leasing, S.A. de C.V. through its subsidiary
TMM Logistics, S.A. de C.V., a line of credit in Mexican pesos for working capital and/or
current accounts for approximately $2.0 million ($26.2 million pesos) at a
fixed rate of 14.25% with monthly payments on principal and interest on outstanding balances,
maturing in September 2014.(7)
    
    In June 2009, the Company secured with Banco Nacional de Comercio Exterior, S.N.C.,
Institución de Banca de Desarrollo, through its subsidiary TMM División Marítima, S.A. de
C.V., a line of credit in dollars for working capital and/or current accounts for
$25.0 million (approximately $326.1 million pesos) at a variable rate,
maturing in June 2015, monthly interest payments on outstanding balances and principal at
maturity, drawing both dollars and pesos with the possibility of making prepayments on
principal without penalty.In July 2009, a first draw was made on the line of credit for $6.9 million
(approximately $90.0 million pesos) at a variable rate of the 30-day Libor plus 600
basis points, with monthly interest payments. As of December 31, 2009, the effective rate for
this draw on the line of credit was 6.23% with an outstanding balance of $3.9 million
(approximately $50.9 million pesos).In November 2009, a second draw was made on the line of credit for approximately $10.2
million ($132.9 million pesos) at a variable rate of the 28-day TIIE plus 400 basis
points, with monthly interest payments. As of December 31, 2009, the effective rate for this
draw on the line of credit was 8.91% with an outstanding balance of approximately
$10.2 million ($132.9 million pesos).In December 2009, a third draw was made on the line of credit for approximately $0.9
million ($11.9 million pesos) at a variable rate of the 28-day TIIE plus 400 basis
points, with monthly interest payments. As of December 31, 2009, the effective rate for this
draw on the line of credit was 8.91% with an outstanding balance of approximately $0.9
million ($11.9 million pesos).(8)
    
    In November 2009, the Company secured with Banco Mercantil del Norte, S.A., Institución de
Banca Múltiple, through its subsidiary Ficorsa Corporate Services, S.A.P.I de C.V., a line of
credit in Mexican pesos for working capital (portion B) and issuance of letters of credit
(portion A) for a total of approximately $16.5 million ($215.0 million
pesos), maturing in November 2012, at a variable rate with monthly interest payments on
outstanding balances and principal at different terms, with the possibility of making
prepayments on principal without penalty.In December 2009, a first draw was made on portion B of the line of credit for approximately
$1.3 million ($17.1 million pesos) at a variable rate of the 28-day TIIE
plus 4.00%, with monthly interest payments. As of December 31, 2009, the effective rate on this
draw on the line of credit was 4.93% with an outstanding balance of approximately $1.3
million ($17.1 million pesos).Also in December 2009, a first draw was made on portion A of the line of credit for the issue of
a letter of credit for $1.9 million (approximately $25.3 million pesos)
maturing February 11, 2010. The issuance of this letter of credit does not create any payment
obligation for the borrower until the holder of the documents presents this for enforcement,
therefore no balance or effective rate for this portion of the line of credit is reported as of
December 31, 2009. F-24




---



##### Table of Contents



Covenants-
    2008
    
    2009Maturity
    
    Loans - net
    
    Loans - net2009
    
    $
    9,896
    
    
    $
    2010
    
    
    9,384
    
    
    
    9,3352011
    
    
    9,108
    
    
    
    8,9742012
    
    
    9,019
    
    
    
    7,9782013 and thereafter
    
    
    642,997
    
    
    
    722,207$
    680,404
    
    
    $
    748,494
 A summary of the estimated fair values of the Companys debt as of December 31, 2008 and 2009
is shown following:
 2008
    
    2009Book
    
    Fair
    
    Book
    
    Fairvalue
    
    value
    
    value
    
    valueShort-term debt:Fixed-rate
    
    $
    7,667
    
    
    $
    7,667
    
    
    $
    8,567
    
    
    $
    8,567Variable-rate
    
    
    2,229
    
    
    
    2,229
    
    
    
    3,975
    
    
    
    3,975Transaction costs
    
    
    
    
    
    
    
    
    
    
    (112
    )
    
    
    Interest payable
    
    
    11,166
    
    
    
    
    
    
    
    3,613
    
    
    
    $
    21,062
    
    
    $
    9,896
    
    
    $
    16,043
    
    
    $
    12,542
 Book
    
    Fair
    
    Book
    
    Fairvalue
    
    value
    
    value
    
    valueLong-term debt:Fixed-rate
    
    $
    697,085
    
    
    $
    697,085
    
    
    $
    61,315
    
    
    $
    761,315Variable-rate
    
    
    6,419
    
    
    
    6,419
    
    
    
    20,463
    
    
    
    20,463Transaction costs
    
    
    
    
    
    
    
    
    
    
    (35,972
    )
    
    
    Interest payable
    
    
    15,662
    
    
    
    
    
    
    
    2,688
    
    
    
    $
    680,404
    
    
    $
    703,504
    
    
    $
    748,494
    
    
    $
    781,778
 14 Obligations from sale of receivables:
   F-25




---



##### Table of Contents



2008
    
    20092006 Series
    
    $
    200,000
    
    
    $
    200,0002006 Series  A Restructuring of certificates  B
    
    
    
    
    
    
    6,000Payments made
    
    
    (81,384
    )
    
    
    (181,827
    )118,616
    
    
    
    24,173Interest payable
    
    
    1,063
    
    
    
    106Transaction cost
    
    
    (3,673
    )
    
    
    (4,363
    )Current portion
    
    
    (14,976
    )
    
    
    (7,869
    )Obligations from the sale of receivables, long term
    
    $
    101,030
    
    
    $
    12,047
  2008
    
    2009Maturity
    
    Loans-net2009
    
    $
    13,908
    
    
    $
    2010
    
    
    47,040
    
    
    
    7,7632011
    
    
    31,408
    
    
    
    9,5582012
    
    
    26,260
    
    
    
    1,4502013
    
    
    
    
    
    
    2,4342014 and thereafter
    
    
    
    
    
    
    2,968$
    118,616
    
    
    $
    24,173
 F-26




---



##### Table of Contents



Covenants-
  15 Trust certificates program:
          F-27




---



##### Table of Contents



2008
    
    2009First Tranche
    
    $
    217,805
    
    
    $
    233,061Second Tranche
    
    
    112,532
    
    
    
    128,674Third Tranche
    
    
    318,721
    
    
    
    365,729Payments made
    
    
    (11,855
    )
    
    
    (18,242
    )637,203
    
    
    
    709,222Interest payable
    
    
    15,662
    
    
    
    2,688Transaction cost
    
    
    (37,255
    )
    
    
    (34,390
    )Trust Certificates, long-term
    
    $
    615,610
    
    
    $
    677,520
 16 Balances and transactions with related parties:
  2008
    
    2009Accounts receivable:Seglo Operaciones Logísticas, S.A. de C.V.
    
    $
    28
    
    
    $
    29
 F-28




---



##### Table of Contents



2007
    
    2008
    
    2009Income:Management fees (1)
    
    $
    231
    
    
    $
    110
    
    
    $
    666Expenses:Management expenses (2)
    
    
    2,723
    
    
    
    4,370
    
    
    
    2,693Fees (2)
    
    
    99
    
    
    
    132
    
    
    
    116
 
 (1)
    
    Includes principally management consulting fees billed by Servicios Corporativos TMM, S.A.
de C.V. and Servicios Directivos Sedise, S.A.P.I de C.V. to Seglo, S.A. de C.V., for
$57, $58, and $91 for the years ended December 31, 2007, 2008,
and 2009, respectively, and also includes Seglo Operaciones Logísticas, S.A. de C.V. billing
to Seglo, S.A. de C.V., as of December 2007, 2008, and 2009 for $84, $52,
and $575 respectively.(2)
    
    Management consulting and goodwill between Seglo, S.A. and Seglo Operaciones Logísticas, S.A.
de C.V., in addition to management consulting on recovery of Grupo TMM, S.A.B. expenses from
Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.  2007
    
    2008
    
    2009Short-term employee benefitsSalaries
    
    $
    6,365
    
    
    $
    4,306
    
    
    $
    4,445Social security costs
    
    
    83
    
    
    
    113
    
    
    
    82$
    6,448
    
    
    $
    4,419
    
    
    $
    4,527
 17 Accounts payable and accrued expenses:
  2008
    
    2009Taxes payable
    
    $
    11,732
    
    
    $
    14,581General expenses
    
    
    15,307
    
    
    
    17,318Operating expenses
    
    
    6,445
    
    
    
    6,325Salaries and wages
    
    
    3,138
    
    
    
    4,094Purchased services
    
    
    2,265
    
    
    
    1,661Other
    
    
    (59
    )
    
    
    207$
    38,828
    
    
    $
    44,186
 F-29




---



##### Table of Contents



18 Other long-term liabilities:
  2008
    
    2009Tax on dividends
    
    $
    4,384
    
    
    $
    4,384
  19 Stockholders equity:
 Capital stock -
  Comisión Nacional Bancaria y de Valores
  Dividends -
 (CUFIN)
  Retained earnings (deficit) -
  Capital premium -
  F-30




---



##### Table of Contents



20 Other (expense) income, net:
  2007
    
    2008
    
    2009Taxes recovered, net of expenses incurred
    
    $
    5,811
    
    
    $
    2,821
    
    
    $
    1,480Goodwill impairment, auto-hauling business
    
    
    
    
    
    
    (4,653
    )
    
    
    (3,485
    )Amortization of non-competition rights
    
    
    
    
    
    
    (2,060
    )
    
    
    (2,060
    )Equipment leased
    
    
    (3,390
    )
    
    
    (3,821
    )
    
    
    (1,172
    )Provision for consulting payments
    
    
    (292
    )
    
    
    (310
    )
    
    
    (309
    )Gain on sale of subsidiariesIntegral Doméstico, S.A. de C.V., in 2007 andNortharc Express, S.A. de C.V., in 2008
    
    
    4,975
    
    
    $
    17,726
    
    
    
    Recovery from the tanker-vessel construction project
    
    
    
    
    
    
    1,128
    
    
    
    Loss on Repcorp stock purchase
    
    
    
    
    
    
    (1,058
    )
    
    
    Loss on sale of non-productive assets
    
    
    (1,289
    )
    
    
    
    
    
    
    Corporate restructuring expensesDismissal of senior management
    
    
    (7,049
    )
    
    
    
    
    
    
    Consulting
    
    
    (3,353
    )
    
    
    (363
    )
    
    
    Other  Net
    
    
    231
    
    
    
    (754
    )
    
    
    (199
    )$
    (4,356
    )
    
    $
    8,656
    
    
    $
    (5,745
    )
 21 Gain (Loss) on exchange  net
  Item
    
    2007
    
    2008
    
    2009Cash and cash equivalents
    
    $
    (590
    )
    
    $
    (1,460
    )
    
    $
    1,540Short-term investments
    
    
    (1,415
    )
    
    
    (48,303
    )
    
    
    5,053Accounts receivable
    
    
    (289
    )
    
    
    (4,136
    )
    
    
    622Other accounts receivable
    
    
    (253
    )
    
    
    (591
    )
    
    
    436Prepaid expenses
    
    
    83
    
    
    
    (459
    )
    
    
    311Suppliers
    
    
    (118
    )
    
    
    2,943
    
    
    
    (560
    )Accounts payable and accrued expenses
    
    
    (198
    )
    
    
    8,222
    
    
    
    (3,325
    )Debt
    
    
    3,937
    
    
    
    201,283
    
    
    
    (39,184
    )Assets and liabilities denominated in pesos
    
    
    278
    
    
    
    (11,994
    )
    
    
    4,394Gain (Loss) on exchange -net
    
    $
    1,435
    
    
    $
    145,505
    
    
    $
    (30,713
    )
 22 Income tax, corporate flat tax, and tax loss carryforwards
 Income Tax -
 F-31




---



##### Table of Contents



2007
    
    2008
    
    2009Current income tax
    
    $
    (4,188
    )
    
    $
    (1,332
    )
    
    $
    (443
    )Deferred income tax
    
    
    5,201
    
    
    
    (18,542
    )
    
    
    Provision
    
    
    1,013
    
    
    
    (19,874
    )
    
    
    (443
    )Corporate flat tax
    
    
    (169
    )
    
    
    (220
    )
    
    
    (644
    )Benefit (provision) for income taxes
    
    $
    844
    
    
    $
    (20,094
    )
    
    $
    (1,087
    )
  2007
    
    2008
    
    2009(Loss) income before taxes erest
    
    $
    (29,193
    )
    
    $
    95,534
    
    
    $
    (94,583
    )Income tax at 28%
    
    
    8,174
    
    
    
    (26,750
    )
    
    
    26,483(Decrease) increase from:Difference in depreciation and amortization
    
    
    (2,679
    )
    
    
    (46,520
    )
    
    
    2,896Book revenue recognition from the trust certificates
    
    
    
    
    
    
    64,199
    
    
    
    (13,114
    )Inventories
    
    
    (416
    )
    
    
    94
    
    
    
    1,333Inflationary and currency exchange effects on
monetary assets and liabilities  net
    
    
    (2,912
    )
    
    
    34,444
    
    
    
    (6,561
    )Tax revenue recognition from trust certificates
appreciation/depreciation on the net operating tax
losses appreciation/depreciation of the peso versus
the dollar on the tax
    
    
    (93,694
    )
    
    
    (2,806
    )
    
    
    Effects related to the peso/dollar exchange
    
    
    28,898
    
    
    
    (132,394
    )
    
    
    12,282Provisions and allowance for doubtful accounts
    
    
    4,699
    
    
    
    4,850
    
    
    
    (1,718
    )Sale of assets
    
    
    507
    
    
    
    2,158
    
    
    
    (2,886
    )Valuation allowance on tax loss carryforwards
    
    
    58,937
    
    
    
    79,625
    
    
    
    (16,536
    )Non-taxable revenue
    
    
    2,079
    
    
    
    3,446
    
    
    
    502Sale of shares
    
    
    1,282
    
    
    
    3,809
    
    
    
    (100
    )Non-deductible expenses
    
    
    (3,079
    )
    
    
    (3,957
    )
    
    
    (3,666
    )Changes in enacted tax rates
    
    
    (362
    )
    
    
    
    
    
    
    Other, net
    
    
    (590
    )
    
    
    (292
    )
    
    
    (2
    )Net benefit (provision) for income tax
    
    $
    844
    
    
    $
    (20,094
    )
    
    $
    (1,087
    )
 F-32




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##### Table of Contents



2007
    
    2008
    
    2009Tax loss carryforwards
    
    $
    234,437
    
    
    $
    122,337
    
    
    $
    154,767Valuation allowance for tax losses
    
    
    (88,283
    )
    
    
    (8,657
    )
    
    
    (25,193
    )146,154
    
    
    
    113,680
    
    
    
    129,574Inventories and provisions  Net
    
    
    5,655
    
    
    
    6,391
    
    
    
    6,872Book revenue recognition from the trust certificates
    
    
    
    
    
    
    64,199
    
    
    
    51,085Concession rights and property, machinery, and
equipment
    
    
    (35,991
    )
    
    
    (86,994
    )
    
    
    (90,257
    )Net deferred tax assets
    
    $
    115,818
    
    
    $
    97,276
    
    
    $
    97,274
  Corporate flat tax (IETU) -
  (Impuesto Empresarial a Tasa Única (IETU)) IETU IETU
 IETU IETU
 IETU (ISR)
 a)
    
    If the IETUexceeds the Income Tax for the same period, the Company will pay IETUon the portion
exceeding the income tax. Pursuant to the foregoing, the Company will reduce Income Tax paid in the
same period from the IETUfor the period.b)
    
    If the IETUis less than the Income Tax for the same period, the Company will not pay IETUfor
the period.c)
    
    If the IETUbase is negative due to deductions that exceed taxable income, there will be no IETU
due. In addition, the amount of that base multiplied by the IETUrate results in an IETUcredit
that can be offset
 F-33




---



##### Table of Contents



until December 31, 2009 against the Income Tax for the same period, and as of 2010, may only be
credited against the IETUfor subsequent periods.
 IETU IETU
 Tax loss carryforwards -
  Inflation restated amountsYear in which the
    
    up to June 2009, inloss was incurred
    
    thousands of U.S. dollars
    
    
    Year of expiration2005
    
    $
    134,487
    
    
    
    20152006
    
    
    46,291
    
    
    
    20162007
    
    
    9,476
    
    
    
    20172009
    
    
    60,220
    
    
    
    2019$
    250,474
 23 Financial information by segment
   EliminationbetweenSpecialized
    
    
    
    
    
    Ports and
    
    segments andmaritime
    
    Logistics
    
    terminals
    
    shared
    
    TotalDecember 31, 2007
    
    division
    
    division
    
    division
    
    accounts
    
    consolidatedTransportation revenues
    
    $
    179,170
    
    
    $
    115,873
    
    
    $
    8,495
    
    
    $
    (282
    )
    
    $
    303,256Costs and expenses
    
    
    (116,974
    )
    
    
    (113,792
    )
    
    
    (6,067
    )
    
    
    (17,074
    )
    
    
    (253,907
    )Depreciation and amortization
    
    
    (18,136
    )
    
    
    (5,436
    )
    
    
    (1,046
    )
    
    
    (1,034
    )
    
    
    (25,652
    )Earnings from transportation
    
    $
    44,060
    
    
    $
    (3,355
    )
    
    $
    1,382
    
    
    $
    (18,390
    )
    
    $
    23,697Costs, expenses, and revenues
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (90,769
    )Net earnings for the year attributable to
Grupo TMM, S.A.B. stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (67,072
    )Total assets by segment
    
    $
    424,212
    
    
    $
    121,066
    
    
    $
    31,502
    
    
    $
    
    
    
    $
    576,780Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,394
    
    
    
    85,394Total assets
    
    $
    424,212
    
    
    $
    121,066
    
    
    $
    31,502
    
    
    $
    85,394
    
    
    $
    662,174
 F-34




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##### Table of Contents



EliminationbetweenSpecialized
    
    
    
    
    
    Ports and
    
    segments andmaritime
    
    Logistics
    
    terminals
    
    shared
    
    TotalDecember 31, 2007
    
    division
    
    division
    
    division
    
    accounts
    
    consolidatedTotal liabilities by segment
    
    $
    430,485
    
    
    $
    138,445
    
    
    $
    3,987
    
    
    $
    
    
    
    $
    572,917Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,605
    )
    
    
    (29,605
    )Total liabilities
    
    $
    430,485
    
    
    $
    138,445
    
    
    $
    3,987
    
    
    $
    (29,605
    )
    
    $
    543,312Total capital expenditures by segment
    
    $
    56,874
    
    
    $
    44,765
    
    
    $
    911
    
    
    $
    
    
    
    $
    102,550Shared capital expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,961
    
    
    
    1,961Total capital expenditures
    
    $
    56,874
    
    
    $
    44,765
    
    
    $
    911
    
    
    $
    1,961
    
    
    $
    104,511
 EliminationbetweenSpecialized
    
    
    
    
    
    
    Ports and
    
    
    segments andmaritime
    
    
    Logistics
    
    
    terminals
    
    
    shared
    
    
    TotalDecember 31, 2008
    
    division
    
    
    division
    
    
    division
    
    
    accounts
    
    
    consolidatedTransportation revenues
    
    $
    206,818
    
    
    $
    134,315
    
    
    $
    8,032
    
    
    $
    13,790
    
    
    $
    362,955Costs and expenses
    
    
    (141,691
    )
    
    
    (140,103
    )
    
    
    (5,322
    )
    
    
    (33,484
    )
    
    
    (320,600
    )Depreciation and amortization
    
    
    (23,039
    )
    
    
    (6,255
    )
    
    
    (1,098
    )
    
    
    (727
    )
    
    
    (31,119
    )Earnings from transportation
    
    $
    42,088
    
    
    $
    (12,043
    )
    
    $
    1,612
    
    
    $
    (20,421
    )
    
    $
    11,236Costs, expenses, and revenues
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,697Net earnings for the period attributable to
Grupo TMM, S.A.B. stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    74,933Total assets by segment
    
    $
    858,052
    
    
    $
    124,578
    
    
    $
    32,796
    
    
    $
    
    
    
    $
    1,015,426Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,584
    
    
    
    72,584Total assets
    
    $
    858,052
    
    
    $
    124,578
    
    
    $
    32,796
    
    
    $
    72,584
    
    
    $
    1,088,010Total liabilities by segment
    
    $
    814,528
    
    
    $
    116,863
    
    
    $
    3,995
    
    
    $
    
    
    
    $
    935,386Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,559
    )
    
    
    (18,559
    )Total liabilities
    
    $
    814,528
    
    
    $
    116,863
    
    
    $
    3,995
    
    
    $
    (18,559
    )
    
    $
    916,827Total capital expenditures by segment
    
    $
    371,501
    
    
    $
    17,675
    
    
    $
    553
    
    
    $
    
    
    
    $
    389,729Shared capital expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,091
    
    
    
    12,091Total capital expenditures
    
    $
    371,501
    
    
    $
    17,675
    
    
    $
    553
    
    
    $
    12,091
    
    
    $
    401,820
 EliminationbetweenSpecialized
    
    
    
    
    
    
    Ports and
    
    
    segments andmaritime
    
    
    Logistics
    
    
    terminals
    
    
    shared
    
    
    TotalDecember 31, 2009
    
    division
    
    
    division
    
    
    division
    
    
    accounts
    
    
    consolidatedTransportation revenues
    
    $
    199,646
    
    
    $
    95,417
    
    
    $
    6,568
    
    
    $
    6,763
    
    
    $
    308,394Costs and expenses
    
    
    (109,741
    )
    
    
    (100,806
    )
    
    
    (4,129
    )
    
    
    (21,709
    )
    
    
    (236,385
    )Depreciation and amortization
    
    
    (34,238
    )
    
    
    (4,486
    )
    
    
    (1,042
    )
    
    
    (2,727
    )
    
    
    (42,493
    )Earnings from transportation
    
    $
    55,667
    
    
    $
    (9,875
    )
    
    $
    1,397
    
    
    $
    (17,673
    )
    
    $
    29,516Costs, expenses, and revenues
not allocated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (126,566
    )
 F-35




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##### Table of Contents



EliminationbetweenSpecialized
    
    
    
    
    
    
    Ports and
    
    
    segments andmaritime
    
    
    Logistics
    
    
    terminals
    
    
    shared
    
    
    TotalDecember 31, 2009
    
    division
    
    
    division
    
    
    division
    
    
    accounts
    
    
    consolidatedNet earnings for the period attributable to
Grupo TMM, S.A.B. stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (97,050
    )Total assets by segment
    
    $
    815,991
    
    
    $
    119,418
    
    
    $
    35,196
    
    
    $
    
    
    
    $
    970,605Shared assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,933
    
    
    
    31,933Total assets
    
    $
    815,991
    
    
    $
    119,418
    
    
    $
    35,196
    
    
    $
    31,933
    
    
    $
    1,002,538Total liabilities by segment
    
    $
    814,329
    
    
    $
    127,326
    
    
    $
    3,691
    
    
    $
    
    
    
    $
    945,346Shared liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62,616
    )
    
    
    (62,616
    )Total liabilities
    
    $
    814,329
    
    
    $
    127,326
    
    
    $
    3,691
    
    
    $
    (62,616
    )
    
    $
    882,730Total capital expenditures by segment
    
    $
    67,234
    
    
    $
    1,356
    
    
    $
    442
    
    
    $
    
    
    
    $
    69,032Shared capital expenditures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,424
    
    
    
    4,424Total capital expenditures
    
    $
    67,234
    
    
    $
    1,356
    
    
    $
    442
    
    
    $
    4,424
    
    
    $
    73,456
 24 Employee benefits
     2007
    
    2008
    
    2009Labor cost
    
    $
    145
    
    
    $
    477
    
    
    $
    604Financial cost
    
    
    757
    
    
    
    (73
    )
    
    
    1,695Returns on plan assets
    
    
    (163
    )
    
    
    (266
    )
    
    
    (101
    )Amortization of the transitory obligation
and variations in assumptions
    
    
    (126
    )
    
    
    
    
    
    
    (227
    )Effect from the reduction of personnel
    
    
    
    
    
    
    (640
    )
    
    
    Net cost for the period
    
    $
    613
    
    
    $
    (502
    )
    
    $
    1,971
  F-36




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##### Table of Contents



2007
    
    2008
    
    2009Labor cost
    
    $
    548
    
    
    $
    181
    
    
    $
    478Financial cost
    
    
    537
    
    
    
    (1,429
    )
    
    
    315Amortization of the transitory obligation
and variations in assumptions
    
    
    210
    
    
    
    395
    
    
    
    (247
    )Effect from the reduction of personnel
    
    
    
    
    
    
    45
    
    
    
    Net cost for the period
    
    $
    1,295
    
    
    $
    (808
    )
    
    $
    546
  2007
    
    2008
    
    2009Defined benefit obligation (DBO)
    
    $
    9,179
    
    
    $
    12,667
    
    
    $
    12,010Plan assets
    
    
    (4,210
    )
    
    
    (1,486
    )
    
    
    (1,535
    )Unamortized transition assets
    
    
    21
    
    
    
    
    
    
    
    Reserve for pensions and seniority premiums
    
    $
    4,990
    
    
    $
    11,181
    
    
    $
    10,475
  2007
    
    2008
    
    2009DBO at the start of the year
    
    $
    8,982
    
    
    $
    9,179
    
    
    $
    12,667Labor cost
    
    
    145
    
    
    
    477
    
    
    
    604Financial cost
    
    
    680
    
    
    
    (73
    )
    
    
    1,695Benefits paid
    
    
    (1,058
    )
    
    
    (914
    )
    
    
    (446
    )Miscellaneous
    
    
    (22
    )
    
    
    (2,334
    )
    
    
    (2,088
    )Severance transfer
    
    
    
    
    
    
    5,017
    
    
    
    Actuarial losses (gains)
    
    
    452
    
    
    
    1,315
    
    
    
    (422
    )DBO at the end of the year
    
    $
    9,179
    
    
    $
    12,667
    
    
    $
    12,010
  2007
    
    2008
    
    2009Fair value plan assets at beginning of year
    
    $
    1,905
    
    
    $
    4,210
    
    
    $
    1,486Return on plan assets
    
    
    163
    
    
    
    266
    
    
    
    101Plan contributions
    
    
    3,443
    
    
    
    550
    
    
    
    585Benefits paid
    
    
    (912
    )
    
    
    (601
    )
    
    
    (699
    )Actuarial loss (gains)
    
    
    (389
    )
    
    
    (2,939
    )
    
    
    62Fair value at the end of the year
    
    $
    4,210
    
    
    $
    1,486
    
    
    $
    1,535
  2007
    
    2008
    
    2009DBO
    
    $
    8,446
    
    
    $
    2,120
    
    
    $
    1,472Unamortized transition assets
    
    
    (939
    )
    
    
    
    
    
    
    Severance reserve
    
    $
    7,507
    
    
    $
    2,120
    
    
    $
    1,472
 F-37




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##### Table of Contents



2007
    
    2008
    
    2009DBO at the start of the year
    
    $
    6,858
    
    
    $
    8,446
    
    
    $
    2,120Labor cost
    
    
    548
    
    
    
    181
    
    
    
    478Financial cost
    
    
    533
    
    
    
    (1,429
    )
    
    
    315Benefits paid
    
    
    (685
    )
    
    
    (361
    )
    
    
    (1,760
    )Miscellaneous
    
    
    (142
    )
    
    
    (176
    )
    
    
    (230
    )Transfer to pensions and seniority premium
    
    
    
    
    
    
    (5,017
    )
    
    
    Actuarial losses and gains
    
    
    1,334
    
    
    
    476
    
    
    
    549DBO at the end of the year
    
    $
    8,446
    
    
    $
    2,120
    
    
    $
    1,472
  2007
    
    2008
    
    2009Reserve for obligations at the start of the year
    
    $
    13,363
    
    
    $
    12,497
    
    
    $
    13,301Cost for the year
    
    
    1,908
    
    
    
    (1,311
    )
    
    
    2,517Changes in personnel
    
    
    47
    
    
    
    (532
    )
    
    
    (590
    )Plan contributions
    
    
    (3,443
    )
    
    
    (550
    )
    
    
    (585
    )Benefits paid charged to the reserve
    
    
    (855
    )
    
    
    (673
    )
    
    
    (2,208
    )Provision for indemnities recognized in capital
    
    
    1,477
    
    
    
    3,870
    
    
    
    (488
    )Reserve for obligations at the end of the year
    
    $
    12,497
    
    
    $
    13,301
    
    
    $
    11,947
   25 Net (loss) income per share
  2007
    
    2008
    
    2009(Loss) income for the year
    
    $
    (67,072
    )
    
    $
    74,933
    
    
    $
    (97,050
    )Weighted average number
of shares outstanding,
thousands per year
    
    
    56,962
    
    
    
    56,189
    
    
    
    56,894(Loss) income per share
    
    $
    (1.177
    )
    
    $
    1.334
    
    
    $
    (1.706
    )
 F-38




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##### Table of Contents



26 Commitments and contingencies
 a) Commitments -
 Concession fees -
  Leases and charters -
   Year
    
    2007
    
    20082008
    
    
    52,398
    
    
    
    2009
    
    
    13,532
    
    
    
    10,2692010
    
    
    4,836
    
    
    
    2011
    
    
    1,047
    
    
    
    $
    71,813
    
    
    $
    10,269
    Year
    
    2007
    
    2008
    
    20092008
    
    $
    4,369
    
    
    $
    
    
    
    $
    2009
    
    
    4,064
    
    
    
    3,437
    
    
    
    2010
    
    
    3,475
    
    
    
    2,751
    
    
    
    7972011
    
    
    2,611
    
    
    
    2,067
    
    
    
    4282012 and thereafter
    
    
    4,077
    
    
    
    3,231
    
    
    
    1,106$
    18,596
    
    
    $
    11,486
    
    
    $
    2,331
 b) Contingencies -
 I) SSA Claims -
  F-39




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##### Table of Contents



PTU
 PTU
  II) RPS Claim -
    III) Mutual claims between WWS and TMM -
   IV) Two vessels ordered -
   V) Other legal proceedings -
 -
    
    The Company is party to various other legal proceedings and administrative actions, all of
which are of an ordinary or routine nature and incidental to its operations. Although it is
impossible to predict the outcome of any legal proceeding, in the opinion of the Companys
management, such proceedings and actions should not, individually or in the aggregate, have a
material adverse effect on the Companys financial condition, results of operations or
liquidity.
 F-40




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##### Table of Contents



-
    
    The Company has significant dealings and relationships with related parties. Because of these
relationships, in accordance with the Mexican Income Tax Law, the Company must obtain a
transfer pricing study for the transactions that took place during 2007, 2008, and 2009 that
confirms that the terms of these transactions are the same as those that would result from
transactions among wholly unrelated parties. The Company is in the process of completing this
study for 2009.
 27 Financial risk management, objectives and policies
        Fair value of financial instruments
  F-41




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##### Table of Contents



,
 Cash flow risk
   Foreign currency risk
    2007
    
    2008
    
    2009Assets in Mexican pesos
    
    $
    88,458
    
    
    $
    164,334
    
    
    $
    110,199Assets in other currencies
    
    
    411
    
    
    
    398
    
    
    
    836Liabilities in Mexican pesos
    
    
    (335,438
    )
    
    
    (692,034
    )
    
    
    (759,416
    )Liabilities in other currencies
    
    
    (258
    )
    
    
    (5,742
    )
    
    
    (1,894
    )$
    (246,827
    )
    
    $
    (533,044
    )
    
    $
    (650,275
    )
  Commodity prices risk
  F-42




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##### Table of Contents



Interest rate risks
   Credit risk
   Concentration of risk
   Liquidity risk
  Capital management
  28 Subsequent events:
 Sale of joint venture and associated companies (Grupo Seglo)
  F-43