##### 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 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number
    333-14194
  GRUPO TMM, S.A.B.
 (Exact name of Registrant as
    specified in its charter)
  TMM GROUP
 (Translation of
    Registrants name into English)
  United Mexican States
 (Jurisdiction of incorporation
    or organization)
  Avenida de la Cuspide, No. 4755
 Colonia Parques del Pedregal,
 14010 Mexico City, D.F., Mexico
 (Address of principal executive
    offices)
  Securities registered or to be registered pursuant to
    Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredAmerican Depositary Shares, each representing
    one Ordinary Participation Certificate

New York Stock Exchange(Certificado de
    Participación Ordinaria)(CPO)CPOs, each representing one nominative common share,
    without par value (Share)

New York Stock Exchange (for listing purposes only)Shares

New York Stock Exchange (for listing purposes only)  Securities registered or to be registered pursuant to
    Section 12(g) of the Act:
 None
 Securities for which there is a reporting obligation pursuant
    to Section 15(d) of the Act:
 None
   56,933,137 Shares
   o Yes          
    No þ
   o Yes          
    No þ
  þ o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o     U.S.
    GAAP o
    International Financial Reporting Standards as issued by the
    International Accounting Standards
    Board þ Other o
    o o
  Rule 12b-2 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


20ITEM 4A.


UNRESOLVED STAFF COMMENTS


40ITEM 5.


OPERATING AND FINANCIAL REVIEW AND PROSPECTS


40ITEM 6.


DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


63ITEM 7.


MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


74ITEM 8.


FINANCIAL INFORMATION


75ITEM 9.


THE OFFER AND LISTING


77ITEM 10.


ADDITIONAL INFORMATION


80ITEM 11.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


91ITEM 12.


DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


92PART II


92ITEM 13.


DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


92ITEM 14.


MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


93ITEM 15.


CONTROLS AND PROCEDURES


93ITEM 16A.


AUDIT COMMITTEE FINANCIAL EXPERT


95ITEM 16B.


CODE OF ETHICS


95ITEM 16C.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


96ITEM 16D.


EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


96ITEM 16E.


PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


96PART III


96ITEM 17.


FINANCIAL STATEMENTS


96ITEM 18.


FINANCIAL STATEMENTS


96ITEM 19.


EXHIBITS


146EX-1.2: AMENDED AND RESTATED BYLAWSEX-6.1: COMPUTATION OF EARNINGSEX-7.1: COMPUTATION OF RATIO OF EARNINGSEX-8.1: LIST OF MAIN SUBSIDIARIESEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONEX-13.2: CERTIFICATION




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Grupo
    TMM, S.A.B. and Subsidiaries
  Introduction
  Form 20-F
  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;
    Changes in legal or regulatory requirements in Mexico or the
    U.S.;
    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;




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##### Table of Contents




    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
             2




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Form 20-F,
  GRUPO
    TMM, S.A.B. AND SUBSIDIARIES UNDER IFRS
  SELECTED CONSOLIDATED FINANCIAL DATA
  Year Ended December 31,2007


2006


2005


2004


2003($ in millions, except per share data)CONSOLIDATED INCOME STATEMENT DATA:Transportation revenues

$
303.3


$
248.1


$
306.6


$
251.0


$
226.9Income (Loss) on transportation(a)


23.7



11.1



4.7



3.4



(5.1
)Other (expense) Income  Net(b)


(4.4
)


(24.1
)


(1.0
)


16.3



(58.7
)Operating Income (Loss)(c)


19.3



(12.9
)


3.7



19.7



(63.8
)Interest Income


5.6



4.6



5.2



1.5



8.7Interest Expense  Net(d)


54.2



60.4



94.7



86.9



65.3Loss before benefit from (provision for) Income Taxes


(29.2
)


(68.8
)


(85.9
)


(65.7
)


(120.4
)Benefit from (provision for) Income Taxes


0.8



27.8



62.0



(43.7
)


(6.2
)Net Loss from continuing operations for the Year


(28.3
)


(40.9
)


(23.8
)


(109.4
)


(126.6
)Net (Loss) Income from discontinued operations(e)


(38.6
)


111.4



199.3



9.5



41.9Net (Loss) Income for the year


(66.9
)


70.4



175.5



(99.9
)


(84.7
)Attributable to Minority interest


0.2



0.5



4.2



2.7



2.0Attributable to stockholders of Grupo TMM, S.A.B


(67.1
)


69.9



171.3



(102.5
)


(86.7
)Loss per Share from continuing operations(f)


(0.498
)


(0.719
)


(0.419
)


(1.920
)


(2.222
)(Loss) Earnings per Share from discontinued operations(e)(f)


(0.677
)


1.955



3.500



0.166



0.736(Loss) Earnings per Share from Net (Loss) Income for the year(f)


(1.175
)


1.236



3.080



(1.755
)


(1.488
)(Loss) Earnings per Share attributable to stockholders of Grupo
    TMM, S.A.B.(f)


(1.177
)


1.227



3.007



(1.800
)


(1.521
)Book value per share(g)


1.983



3.207



2.094



(0.867
)


0.934Weighted Average Shares Outstanding (000s)


56,962



56,963



56,963



56,963



56,963 3




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Year Ended December 31,2007


2006


2005


2004


2003($ in millions, except per share data)BALANCE SHEET DATA (at end of period):Cash and cash equivalents

$
14.7


$
21.7


$
52.9


$
46.3


$
65.1Restricted cash


37.5



17.0



347.9



6.8



5.9Non  Current Assets Classified as Held For Sale(h)














2,080.5



2,142.2Total Current Assets


142.3



168.7



470.9



2,218.7



2,287.4Property, machinery and
    equipment-Net


351.1



282.8



165.8



80.3



75.1Concessions  Net


3.7



4.0



4.4



4.9



5.4Total Assets


662.2



635.5



793.1



2,352.0



2,466.6Liabilities directly related to non-current assets classified as
    held for sale(h)














1,054.6



1,139.2Current portion of long term debt(i)


17.8



27.6



35.5



26.5



421.1Obligations for sale of receivables short term(i)


13.5



16.7







20.0



15.3Long - term debt(i)


303.2



141.4



524.8



469.4



1.5Obligations for sale of receivables long term(i)


113.4



172.6







49.8



54.8Capital stock


121.1



121.2



121.2



121.2



121.2Stockholders Equity (Deficiency) attributable to
    Stockholders of Grupo TMM, S.A.B


113.0



182.7



119.3



(49.4
)


53.2Minority equity interest in subsidiaries


5.9



8.7



17.4



686.0



678.2Total Stockholders Equity


118.9



191.3



136.7



636.7



731.4OTHER DATA:Incremental Capital Investments(j)

$
104.5


$
184.3


$
145.1


$
15.3


$
9.4Depreciation and Amortization


25.7



16.5



12.7



10.3



12.4     (a)
    
    See Item 5. Operating and Financial Review and
    Prospects  Results of Operations  Income
    on Transportation.(b)
    
    Includes mainly: (i) 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; (ii) 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; (iii) 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; (iv) in the year ended December 31, 2004:
    credits related to recoverable taxes and a loss from the sale of
    fixed assets; (v) in the year ended December 31, 2003:
    credits related to recoverable taxes, restructuring expenses, a
    loss on the sale of subsidiaries and a loss on the sale of fixed
    assets.(c)
    
    Includes the reclassification of income (expense) 
    net in accordance with International Accounting Standard
    (IAS) No. 1: Presentation of Financial
    Statements.(d)
    
    Interest expense, net of exchange gains and losses.(e)
    
    The results of discontinued operations represent the results of
    our ports and terminals operations that were sold in May 2003
    and the results of our railroad operations that were sold in
    April 2005. See Item 5. Operating and Financial
    Review and Prospects  Results of
    Operations  Discontinued Operations and
    Note 2 and Note 26 to our Audited Consolidated
    Financial Statements.(f)
    
    As of December 31, 2003, 2004, 2005 and 2006 the number of
    shares outstanding was 56,963,137 and as of December 31,
    2007 the number of shares outstanding was 56,933,137. See
    Item 4. Information on the Company 
    History and Development of the Company. 4




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(g)
    
    Book value per share: results from dividing total
    shareholders equity attributable to stockholders of the
    Grupo TMM by the outstanding shares at the end of each period.(h)
    
    See Note 5 to the Audited Consolidated Financial
    Statements. Non-current asset available for sale and
    discontinued operations.(i)
    
    Proceeds received as borrowings are net of transaction costs
    incurred in accordance with IAS No. 39: Financial
    Instruments Recognition and Measurement.(j)
    
    See Item 5. Operating and Financial Review and
    Prospects  Liquidity and Capital
    Resources  Capital Expenditures and
    Divestitures.  GRUPO TMM
    S.A.B. AND SUBSIDIARIES
  SELECTED CONSOLIDATED OPERATING DATA
  Year Ended December 31,2007


2006


2005


2004


2003($ in millions)TRANSPORTATION REVENUES (IFRS):Ports and terminals operations(a)


8.5



8.1



38.8



26.6



21.5Maritime operations(b)


179.0



146.4



159.6



127.8



116.0Logistics operations(c)


115.9



93.9



108.4



97.6



89.5Intercompany revenues(d)


(0.1
)


(0.3
)


(0.2
)


(1.0
)


(0.1
)Total

$
303.3


$
248.1


$
306.6


$
251.0


$
226.9INCOME ON TRANSPORTATION (IFRS):(e)(f)Ports and terminals operations


1.4



1.2



0.7



0.2



0.3Maritime operations


44.1



30.5



21.2



13.8



7.4Logistics operations


(3.4
)


(6.1
)


(4.8
)


0.6



(0.4
)Shared corporate costs(e)


(18.4
)


(14.5
)


(12.4
)


(11.2
)


(12.4
)Total

$
23.7


$
11.1


$
4.7


$
3.4


$
(5.1
)     (a)
    
    Ports and terminals operations consist of a port in Acapulco,
    Mexico, a terminal at Tuxpan, Mexico, the operation of shipping
    agencies at numerous ports in Mexico and certain Colombian
    companies, which Colombian companies were included until
    December 2005.(b)
    
    Maritime operations primarily consist of supply ships, 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.(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. In 2003: $1.3 million in
    Maritime operations, $0.1 million in Logistics operations
    and $1.8 million in shared corporate costs.(f)
    
    To better reflect Grupo TMMs corporate costs, the Company
    modified the presentation of its corporate expenses as of
    December 31, 2007, separating human resources and
    information technology costs to be allocated to each business
    unit in accordance with its use. Income on transportation
    includes the following allocated total administrative costs: In
    2007: $1.9 million in Ports and Terminals operations,
    $6.4 million in Maritime operations, $14.1 million in
    Logistics operations and $18.5 million in shared corporate
    costs. In 2006: $1.8 million in Ports and Terminals
    operations, $5.9 million in Maritime operations,
    $9.5 million in Logistics operations and $14.6 million
    in shared corporate costs. In 2005: $4.2 million in Ports
    and Terminals operations, $5.3 million in Maritime
    operations, $9.8 million in Logistics operations and
    $12.4 million in shared corporate costs. In 2004:
    $3.7 million in Ports and Terminals operations,
    $5.3 million in Maritime operations, $9.1 million in
    Logistics operations and $11.2 million in shared corporate
    costs. In 2003: $3.2 million in Ports and Terminals
    operations, $9.7 million in Maritime operations,
    $7.5 million in Logistics operations and $12.5 million
    in shared corporate costs. 5




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Average
    Shares Outstanding
    Dividends
    Exchange
    Rates
      Exchange Rates


End ofYear Ended December 31,

High(1)


Low(1)


Average(2)


Year(3)2003


11.40



10.11



10.79



11.242004


11.63



10.82



11.29



11.152005


11.40



10.41



10.89



10.632006


11.48



10.43



10.90



10.812007


11.27



10.66



10.93



10.91   Exchange Rates


End ofMonthly,

High(4)


Low(4)


Average(5)


Month(6)Year 2008January


10.98



10.83



10.91



10.83February


10.83



10.68



10.77



10.72March


10.85



10.65



10.73



10.65April


10.60



10.45



10.52



10.51May


10.57



10.31



10.44



10.33June(7)


10.43



10.30



10.36



10.37     (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 13, 2008.   6




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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 as a result of restrictive covenants
    contained in our loan facilities and in our Securitization
    Facility; 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.     7




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Grupo
    TMM is primarily a holding company and depends upon funds
    received from its operating subsidiaries to make payments on its
    indebtedness.
    (fondo de
    reserva)
      Restrictive
    covenants in our financing agreements, including the
    Securitization Facility, the Trust Certificates Program and
    our ship financings, may restrict our ability to pursue our
    business strategies.
    
    incur additional indebtedness;
    create or suffer to exist liens;
    make prepayments of particular indebtedness;
    make certain restricted payments, including the payment of
    dividends;
    make certain investments;
    engage in certain transactions with shareholders and affiliates;
    use assets as security in other transactions;
    issue guarantees;
    sell assets; and
    engage in certain mergers and consolidations or in
    sale-leaseback transactions.     8




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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.
    U.S.-Mexican
  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.
    and/or
  We
    have had a history of net losses. If we are unable to maintain
    profitability and generate positive cash flow, we may not be
    able to continue operations.
   9




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If our
    time charter arrangements are terminated or expire, our business
    could be adversely affected.
    Our
    results from operations are dependent on fuel
    expenses.
    Downturns
    in the U.S. economy or in trade between the United States and
    Mexico would likely have adverse effects on our business and
    results of operations.
  U.S.-Mexican
  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; 10




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
    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.
      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.
   11




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Over
    time, vessel values may fluctuate substantially and, if these
    values are lower at a time when we are attempting to dispose of
    a vessel, we may incur a loss.
    
    prevailing economic conditions in the market;
    a substantial or extended decline in world trade;
    increases in the supply of vessel capacity;
    prevailing charter rates; and
    the cost of retrofitting or modifying existing ships, as a
    result of technological advances in vessel design or equipment,
    changes in applicable environmental or other regulations or
    standards, or otherwise.    Our
    growth depends upon continued growth and demand for the liquid
    bulk and offshore vessel industries which may have been at or
    near the peak of its upward trend and charter hire rates have
    already been at or near historical highs. These factors may lead
    to reductions and volatility in charter hire rates and
    profitability.
      
    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 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; 12




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
    the number of vessels that are out of service; and
    port congestion.    Our
    growth depends on our ability to expand relationships with
    existing charterers and to obtain new charterers, for which we
    will face substantial competition.
    
    shipping industry relationships and reputation for customer
    service and safety;
    shipping experience and quality of ship operations (including
    cost effectiveness);
    quality and experience of seafaring crew;
    the ability to finance vessels at competitive rates and
    financial stability in general;
    relationships with shipyards and the ability to get suitable
    berths;
    relationships with 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.
   13




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Our
    results of operations may be adversely affected by operational
    risks inherent in the transportation and logistics
    industry.
        Our
    operations are subject to extensive environmental and safety
    laws and regulations and we may incur costs that have a material
    adverse effect on our financial condition as a result of our
    liabilities under or potential violations of environmental and
    safety laws and regulations.
  Procuraduría Federal de Protección
    al Ambiente Secretaría del Medio Ambiente y Recursos Naturales
     14




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clean-up
        Potential
    labor disruptions could adversely affect our financial condition
    and our ability to meet our obligations under our financing
    arrangements.
   15




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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.
  and/or
  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; 16




---



##### Table of Contents




    wage and price controls;
    changes in governmental economic or tax policies;
    imposition of trade barriers;
    unexpected changes in regulation; and
    overall political, social and economic instability.  Mexico
    is an emerging market economy, with attendant risks to our
    results of operations and financial condition.
  (1)
  Currency
    fluctuations or the devaluation and depreciation of the Peso
    could limit the ability of the Company and others to convert
    Pesos into U.S. Dollars or other currencies which could
    adversely affect our business, financial condition and results
    of operations.
      High
    interest rates in Mexico could increase our financing
    costs.
  28-day 28-day
    (1)
 17




---



##### Table of Contents



Developments
    in other emerging market countries or in the U.S. 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.
    2003


3.98
%2004


5.19
%2005


3.33
%2006


4.05
%2007


3.76
%2008 (five months ended May 31)


1.61
%     Political
    events in Mexico could affect Mexican economic policy and our
    business, financial condition and results of
    operations.
     18




---



##### 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.
   19




---



##### Table of Contents



A
    change in control may adversely affect us.
    Holders
    of ADSs may not be entitled to participate in any future
    preemptive rights offering, which may result in a dilution of
    such holders equity interest in our company.
      ITEM 4.
    INFORMATION
    ON THE COMPANY  History
    and Development of the Company
  (sociedad anonima de
    capital variable)
    escisión) escisión
   20




---



##### Table of Contents



(sociedad anonima)
  Sociedades
    Anónimas Bursátiles Ley del Mercado de
    Valores. Sociedad Anónima Bursátil
  (Bolsa Mexicana de Valores) Ley General de Sociedades Mercantiles (212) 894-8700.
  Business
    Overview
  General
    Maritime Operations.
  Ports and Terminals Operations.
  Logistics Operations. just-in-time
 21




---



##### Table of Contents



Consolidated Transportation RevenuesYears Ended December 31,2007


2006


2005($ in millions)Maritime Operations

$
179.2


$
146.4


$
159.6Ports and Terminals Operations


8.5



8.1



38.8Logistics Operations


115.9



93.9



108.4Intercompany Revenues*


(0.3
)


(0.3
)


(0.2
)Total

$
303.3


$
248.1


$
306.6     *
    
    Represents the elimination of intercompany transactions between
    segments.    Recent
    Developments
  Extension
    of Tugboat Services Concession in Manzanillo
      Mexican
    Peso-Denominated Trust Certificates Program
        Purchase
    of Two Tugboats
   22




---



##### Table of Contents



Vessels
    Purchased through our Trust Certificates
    Program.
  PSV Isla Monserrat.
  AHTS Sea Wolverine.
  Two AHT
  Three Mini PSV.
  Two FSIV.
  Purchase
    of Auto Haulage Business Assets
    Mutual
    Claims Asserted Between Grupo TMM and KCS
     23




---



##### Table of Contents



SSA
    Claims
    Settlement
    of Leonardo, L.P. Claim
    The
    Mexican Market
    Foreign Trade 2005-2007(a)As of December 31,2007


2006


2005(In millions of Dollars)Total Exports

$
271,875


$
249,925


$
214,233Total Imports

$
281,949


$
256,058


$
221,820Total Trade Flows

$
553,824


$
505,983


$
436,052Growth Rate  Exports


8.8
%


16.7
%


14.0
%Growth Rate  Imports


10.1
%


15.4
%


12.7
%Growth Rate  Total


9.5
%


16.0
%


13.0
%Growth Rate  GDP(b)


3.3
%


4.8
%


2.8
%     (a)
    
    The figures include the in-bound (maquiladora) industry.(b)
    
    The methodology for calculating Growth Rate-GDP was modified by
    the Instituto Nacional de Estadistica, Geografia e Informatica
    (INEGI) and is based on 1993 prices.Source: Banco de Mexico (BANXICO)    Discontinued
    Operations
     24




---



##### Table of Contents



Business
    Strategy
    Expansion
    of our Maritime Operations
          Expansion
    of our Integrated Logistics Operations
   25




---



##### Table of Contents



Expansion
    of our Alliances with Leading Companies in Multimodal
    Transportation and Logistics
    Ports
    Operations
    Reducing
    Corporate Overhead and Other Operating Costs
          Sources
    of Financing
    Debt
    Refinancing
   26




---



##### Table of Contents



Certain
    Competitive Advantages
    
    no other company offers a similar breadth and depth of services
    as a third-party logistics provider in Mexico;
    the ability to contract for the transportation of large amounts
    of cargo by sea, as well as transport by truck, enables us to
    provide value-added door-to-door service to our
    customers. The value of our transportation service is further
    enhanced by our ability to provide warehousing services for some
    types of cargo. This ability to provide integrated services
    gives us a competitive advantage over companies that provide
    only maritime transportation to, or overland transportation
    within, Mexico; and
    we are a Mexican-owned and Mexican-operated company, a
    distinction that allows us marketing and operational advantages
    and, in certain cases, preferential treatment in certain niche
    markets within Mexico.    Maritime
    Operations
  and/or
  Fleet
    Management
      Number of


Total Dead


Total CubicVessels


Weight Tons


Meter Capacity


BHP(*)Vessel Type




(In thousands)


(In thousands)Offshore service vessels


24



24.9



**



4,805Product tankers


10



443.0



470.4



**Parcel tankers


5



72.9



80.2



**Tug boats


6



2.5



**



4,341Total


45



543.3



550.6     *
    
    Average Brake Horse Power.**
    
    Not applicable.  Offshore
    Vessels
   27




---



##### Table of Contents



Product
    Tankers
      Vessel

Year


Flag

Hull


DWT(1)


LOA(5) (m)(6)


Beam(m)


ChartererAmatlan II


2002


Mexico


DH(3
)


45,467



189



32


PemexChoapas II


1992


Mexico


DH(3
)


44,646



182



30


PemexMonte Alban


1987


Mexico


DS(2
)


37,583



175



30


PemexPula


2006


Singapore


DH(3
)


46,941



182



32


PemexGreen Point


2003


Liberia


DH(3
)


49,511



183



32


Spot MarketKapadokia


1984


Liberia


DB(4
)


46,828



192



31


PemexVeracity


1983


Liberia


DH(3
)


40,520



176



32


PemexFidelity I


1984


Liberia


DH(3
)


43,832



192



31


PemexGavros


1987


Liberia


DB(4
)


476,17



195



32


PemexOverseas Neptune


1989


Marshal Islands


DS(2
)


40,520



186



27


Pemex     (1)
    
    Dead weight tons.(2)
    
    Double side.(3)
    
    Double-hull.(4)
    
    Double bottom.(5)
    
    Overall length.(6)
    
    Meters.    MARPOL 73/78
 28




---



##### Table of Contents



Parcel
    Tankers
      LOA


Beam


Draft





Capacity M3Vessel

Flag

Year


(m)(1)


(m)


(m)


DWT*


TotalOlmeca

Marshall Islands


2003



130.0



22.4



12.0



15,200



16,800Maya

Marshall Islands


2002



123.0



20.0



8.7



12,451



14,102Lacandon

Singapore


2000



124.3



22.4



9.1



12,716



14,313Azov Wind

Liberia


1988



151.3



22.4



12.2



16,231



17,512Silver Wind

Liberia


1988



151.3



22.4



12.2



16,231



17,512Total



77,829



80,239     *
    
    Dead weight tons.(1)
    
    Meters.  Harbor
    Towing
  10-year
  Customers
    and Contractual Arrangements
       29




---



##### Table of Contents



Markets
    
    expectations as to future oil and gas commodity prices;
    customer assessments of offshore drilling prospects compared to
    land-based opportunities;
    customer assessments of cost, geological opportunity and
    political stability in host countries;
    worldwide demand for oil and natural gas;
    the ability of The Organization of Petroleum Exporting Countries
    (OPEC) to set and maintain production levels and
    pricing;
    the level of production of non-OPEC countries;
    the relative exchange rates for the U.S. dollar; and
    various government policies regarding exploration and
    development of their oil and gas reserves.  Ports and
    Terminals Operations
        Port

Concession

Date Awarded

DurationAcapulco

Integral port administration

June 20, 1996

25 years (with the possibility of extension)Tuxpan

Approximately 1,300 meters of waterfront

September 25, 2000

20 years (with the possibility of extension)Approximately 740 hectares of land

April 7, 1997

20 years (with the possibility of extension)Stevedoring Services

August 4, 1999

10 years (with the possibility of extension)   Acapulco
  25-year
     30




---



##### Table of Contents



Tuxpan
      Shipping
    Agencies
    Logistics
    Operations
  just-in-time
  Automotive
    Services
    Trucking
    Services
   31




---



##### Table of Contents



Container
    Repair and Maintenance
    Intermodal
    Services
    TMM
    Plus
    Warehousing
    Services
    Auto
    Haulage
        TMMs
    Strategic Partners
    Business

PartnerPorts (Acapulco)

SSA Mexico, Inc.Automotive Logistics

Auto Warehousing Co.; Rolf Schnellecke S.A. de C.V.  32




---



##### Table of Contents



Disposition
    of Grupo TMMs interest in Grupo TFM to KCS
  General
          1 2 1 2
     33




---



##### Table of Contents



Stockholders
    Agreement
      Registration
    Rights Agreement
        Consulting
    Agreement
    Marketing
    Arrangements
    tm
 34




---



##### Table of Contents



Sales and
    Marketing
      Systems
    and Technology
      Competition
  Maritime
    Operations
           35




---



##### 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 Ley de Puertos Ley de Puertos
  New
    Mexican Navigation Law
  Ley
    de Navegación y Comercio Marítimos
 36




---



##### Table of Contents




    Customary provisions enabling authorities to carry out
    inspections of vessels and investigations of incidents;
    New regulations concerning registration of vessels and waivers
    allowing Mexican companies to operate foreign flag vessels in
    otherwise reserved domains;
    Foreign vessels are obliged to designate a shipping agent in
    order to call at Mexican ports;
    Mexican flag vessels are required to operate with Mexican crews
    only and cabotage is in principle reserved for Mexican vessels;
    When a foreign vessel is abandoned by the owners with their
    cargo on board, provisions of the new legislation coordinate
    repatriation and temporary maintenance of the crew which the law
    deems ultimately to be the joint and several liability of the
    owner and agent;
    The carriage of passengers, cargo and towage in ports and
    pilotage are also regulated;
    Captains are responsible for damage and loss caused to vessels
    or ports due to negligence, lack of proper qualification,
    carelessness or bad faith, but are not responsible for damages
    caused by an act of God or force majeure;
    Companies providing towage services must carry insurance to
    cover their liabilities to the satisfaction of the authorities;
    Pollution is regulated by international treaties; however this
    only covers CLC-type liabilities. Pollution in respect of other
    substances is dealt with under local legislation which has no
    limitation. This is irrespective of any criminal proceedings or
    sanctions against the party responsible for the
    incident; and
    Maritime privileges are also considered within the law.    
    Bareboat charter;
    Time charter;
    Voyage charter;
    Carriage of Goods;
    Passengers;
    Salvage; and
    Towage.  Environmental
    Regulation
  Ley General de Equilibrio
    Ecológico y Protección al Ambiente Ley General de Prevención y Gestión Integral del
    Residuos
 37




---



##### Table of Contents



38




---



##### Table of Contents



Insurance
      Organizational
    Structure
    Country of


Ownership


VotingName

Incorporation


Interest


InterestAdministración Portuaria Integral de Acapulco S.A. de C.V.
    (Ports)*


México



51
%


51
%Lacto Comercial Organizada, S.A. de C.V. (Trucking)


México



100
%


100
%Autotransportación y Distribución Logística, S.A.
    de C.V.(Logistics)*


México



51
%


51
%Transportación Marítima Mexicana, S.A. de C.V.
    (formerly Naviera del Pacífico, S.A. de C.V.) (Product and
    Parcel Tankers, Offshore vessels and harbour tugboat operations)


México



100
%


100
%Terminal Marítima de Tuxpan, S.A. de C.V. (Ports)


México



100
%


100
%TMM Logistics, S.A. de C.V. (Logistics)


México



100
%


100
%Seglo, S.A. de C.V. (Logistics)*


México



39
%


39
%TMM Agencias, S.A. de C.V. (Shipping agencies)


México



100
%


100
%Seglo Operaciones Logísticas, S.A. de C.V (Logistics)


México



50
%


50
%TMM División Marítima, S. A. de C. V. (Offshore
    vessels)


México



100
%


100
%TMM Remolcadores, S. A. de C. V. (tugboat vessels)


México



100
%


100
%TMM Parcel Tankers, S. A. de C. V. (Tanker vessels)


México



100
%


100
%Almacenadora de Deposito Moderno, S. A. de C. V. (Warehousing)(1)


México



100
%


100
%     (*)
    
    Less than wholly-owned by the Company.(1)
    
    See Note 1 to our Audited Consolidated Financial Statements.  Property,
    Plant and Equipment
   39




---



##### Table of Contents



EstimatedYears Ended December 31,


Useful Life2007


2006


(Years)(In thousands of Dollars)API Acapulco

$
6,783


$
6,783



25Tugboats in the port of Manzanillo


2,170



2,170



88,953



8,953Accumulated amortization


(5,290
)


(5,001
)Concession rights and related assets  net

$
3,663


$
3,952     Estimated TotalYears Ended December 31,


Useful Lives2007


2006


(Years)(In thousands of Dollars)Vessels

$
234,979


$
207,579


25Dry-docks (major vessel repairs)


6,061



6,033


2.5Buildings and installations


12,988



10,669


20 and 25Warehousing equipment


1,144



1,250


10Computer equipment


384



356


3 and 4Terminal equipment


1,631



1,278


10Ground transportation equipment


37,735



19,668


4, 5 and 10Other equipment


1,436



2,095296,358



248,928Land


23,538



14,116Construction in progress


31,163



19,767Total Property, Plant and Equipment  net

$
351,059


$
282,811   ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS  None.
  ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  Executive
    Overview
   40




---



##### Table of Contents




    Reducing our corporate overhead:  Over the last
    few years, we have significantly reduced our operating costs by
    reducing our corporate executive headcount from 222 to
    97 full-time equivalent positions, through the elimination
    of redundant functions and the transfer of certain employees to
    other business areas within the Company. In 2005, and after the
    sale of Grupo TFM, Logistics Operations was restructured
    reducing its personnel to the current levels. Our projections
    for 2008 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.
    Selling our port businesses:  On May 13,
    2003, we sold our 51% interest in TMMPyT, included in our Ports
    and Terminals segment (which included our port operations at
    Cozumel, Manzanillo, Veracruz and Progreso), for approximately
    $114 million in cash, subject to certain post-closing
    adjustments. Net proceeds from this sale were used to repay
    amounts under our securitization facility and other short-term
    debt.
    Extending the maturity of our debt:  During
    2006, we repaid in full all of our public debt, including our
    2006 and 2007 Notes. We also entered into (i) a
    $200.0 million receivables securitization facility with
    Deutsche Bank AG that matures in September 2012 and
    (ii) other credit agreements to finance the acquisition of
    three offshore vessels. However, we continue to review and
    analyze alternatives to refinance our debt to extend the
    maturity and reduce the interest expense thereof. See
    Item 4. Information on the Company  Recent
    Developments  Mexican Peso-Denominated
    Trust Certificate Program.
    Establishing our Trust Certificates
    Program:  On April 30, 2007 we established a
    Mexican Peso-Denominated Trust Certificates Program for the
    issuance of trust certificates, which are securities secured by
    trust assets and denominated in Mexican Pesos, for an aggregate
    amount of Ps. 9.0 billion. We closed our first and
    second issuances of trusts certificates under the program on
    July 19, 2007 and April 30, 2008, in an amount of
    Ps. 3.0 billion and Ps. 1.55 billion,
    respectively. Our first issuance was used primarily to refinance
    existing vessel indebtedness. Our second issuance will mainly be
    used to finance the acquisition of five new and used vessels for
    an approximate aggregate amount of $111.4 million. The
    Company expects to use the third issuance, worth an estimated
    4.4 billion pesos, to acquire 10 additional new vessels for
    an approximate aggregate amount of $348 million.
    Selling our interest in Grupo TFM to KCS:  On
    April 1, 2005, we completed the sale of our interest in
    Grupo TFM to KCS. See 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 percent 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. 41




---



##### Table of Contents




    Purchase of 40% SMR stake from Smit:  On
    May 9, 2006, the Company purchased the remaining
    40 percent minority stake held by the Dutch company Smit in
    Servicios Mexicanos en Remolcadores, S.A. de C.V.
    (SMR), a joint venture company dedicated to
    providing harbor towing services at the Port of Manzanillo,
    Mexico. The purchase price was $9.0 million. The concession
    to operate this business was recently renewed by the ports
    authorities for an additional eight years until January 2015.
    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.  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 31,2007


2006


2005(In millions of Dollars)Consolidated Transportation RevenuesMaritime Operations

$
179.0


$
146.4


$
159.6Ports and Terminals Operations


8.5



8.1



38.8Logistics Operations


115.9



93.9



108.4Intercompany revenues


(0.1
)


(0.3
)


(0.2
)Total

$
303.3


$
248.1


$
306.6Income on TransportationMaritime Operations

$
44.1


$
30.5


$
21.2Ports and Terminals Operations


1.4



1.2



0.7Logistics Operations


(3.4
)


(6.1
)


(4.8
)Shared corporate costs


(18.4
)


(14.5
)


(12.4
)Total

$
23.7


$
11.1


$
4.7  42




---



##### Table of Contents



Discontinued
    Operations
    Income
    Statement
  Year December 31,2007

2006

2005(1)(In thousands of Dollars)Transportation revenues









$
157,459Income on transportation









$
29,733     (1)
    
    Reflects railroad operations as discontinued operations  Transportation
    Revenues
  Year Ended December 31,2007


2006


2005(1)(In thousands of Dollars)Railroad Operations









$
170,088Intercompany Revenues










(12,629
)Total









$
157,459     (1)
    
    Reflects railroad operations as discontinued operations    Operating
    Income
  Year Ended December 31,2007


2006


2005(1)(In thousands of Dollars)Railroad Operations









$
29,733     (1)
    
    Reflects railroad operations as discontinued operations    Income
    (loss) from discontinued operations in 2006 and 2007
     43




---



##### Table of Contents



Fiscal
    Year ended December 31, 2007 Compared to Fiscal Year ended
    December 31, 2006
    Consolidated Transportation RevenuesYears Ended December 31,Y2007 vs.% of Net





% of Net


Y20062007


Revenues


2006


Revenues


% Change($ in millions)Ports and Terminals Operations

$
8.5



2.8
%

$
8.1



3.3
%


4.9
%Maritime Operations


179.0



59.0
%


146.4



59.0
%


22.3
%Logistics Operations


115.9



38.2
%


93.9



37.8
%


23.4
%Intercompany Revenues(*)


(0.1
)






(0.3
)


(0.1
)%


(66.7
)%Total

$
303.3



100.0
%

$
248.1



100.0
%


22.2
%     (*)
    
    Represents the elimination of intercompany transactions between
    segments.  Ports
    and Terminals Operations
    Maritime
    Operations
    Logistics
    Operations
   44




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##### Table of Contents



Income on
    Transportation
        Grupo TMM OperationsIncome on Transportation (1)(2)(3)Year Ended December 31,Y2007 vs.Y2006%2007


2006


Change($ in millions)Ports and Terminals Operations


1.4



1.2



16.7
%Maritime Operations


44.1



30.5



44.6
%Logistics Operations


(3.4
)


(6.1
)


(44.3
)%Shared Corporate Costs


(18.4
)


(14.5
)


26.9
%Total

$
23.7


$
11.1



113.5
%     (1)
    
    Operating results are reported as Income on Transportation in
    our Financial Statements included elsewhere in this Annual
    Report.(2)
    
    To better reflect Grupo TMMs corporate costs, the Company
    modified the presentation of its corporate expenses as of
    December 31, 2007, separating human resources and
    information technology costs to be allocated to each business
    unit in accordance with its use. Includes the following
    allocated total administrative costs: In 2007: $1.9 million
    in Ports and Terminals operations, $6.4 million in Maritime
    operations, $14.1 million in Logistics operations and
    $18.5 million in shared corporate costs and in 2006:
    $1.8 million in Ports and Terminals operations,
    $5.9 million in Maritime operations, $9.5 million in
    Logistics operations and $14.6 million in shared corporate
    costs.(3)
    
    Includes the following Restructuring Expenses incurred in 2005:
    $0.1 million in Maritime operations, $1.2 millions in
    Logistics operations, $0.3 millions in Ports and Terminals
    operations and $0.4 million in shared corporate costs.  Ports
    and Terminals Operations
    Maritime
    Operations
   45




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##### Table of Contents



Logistics
    Operations
    Net
    Financing Cost
  Year Ended December 31,Y2007vs.Y20062007

2006

% Change($ in millions)Net Financing Cost

$
48.5


$
55.8



(13.1
)%       Year Ended December 31,Y2007vs.Y20062007

2006

% Change($ in millions)Other (expenses) income, net

$
(4.4
)

$
(24.1
)


(81.7
)%     Benefit
    for Income Taxes
  Year Ended December 31,Y2007vs.Y20062007

2006

% Change($ in millions)Benefit for income taxes

$
0.8


$
27.8



(97.1
)%    46




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##### Table of Contents



Minority
    Interest
  Year Ended December 31,Y2007vs.Y20062007

2006

% Change($ in millions)Minority interest

$
0.2


$
0.5



(60.0
)%     Net
    (Loss) Income for the year, attributable to stockholders of
    Grupo TMM.
  Year Ended December 31,Y2007vs.Y20062007

2006

% Change($ in millions)Net (Loss) Income for the year attributable to stockholders of
    Grupo TMM

$
(67.1
)

$
69.9



(59.2
)%     Fiscal
    Year ended December 31, 2006 Compared to Fiscal Year ended
    December 31, 2005
    Consolidated Transportation RevenuesYears Ended December 31,Y2006 vs.% of Net





% of Net


Y20052006


Revenues


2005


Revenues


% Change($ in millions)Ports and Terminals Operations

$
8.1



3.3
%

$
38.8



12.7
%


(79.1
)%Maritime Operations


146.4



59.0
%


159.6



52.0
%


(8.3
)%Logistics Operations


93.9



37.8
%


108.4



35.4
%


(13.4
)%Intercompany Revenues(*)


(0.3
)


(0.1
)%


(0.2
)


(0.1
)%


50.0
%Total

$
248.1



100.0
%

$
306.6



100.0
%


(19.1
)%     (*)
    
    Represents the elimination of intercompany transactions between
    segments.  Ports
    and Terminals Operations
   47




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##### Table of Contents



Maritime
    Operations
    Logistics
    Operations
    Income on
    Transportation
      Grupo TMM OperationsIncome on Transportation (1)(2)(3)Year Ended December 31,Y2006 vs.Y2005%2006


2005


Change($ in millions)Ports and Terminals Operations

$
1.2


$
0.7



71.4
%Maritime Operations


30.5



21.2



43.90
%Logistics Operations


(6.1
)


(4.8
)


(27.1
)%Shared Corporate Costs


(14.5
)


(12.4
)


(16.9
)%Total

$
11.1


$
4.7



136.2
%     (1)
    
    Operating results are reported as Income on Transportation in
    our Financial Statements included elsewhere in this Annual
    Report.(2)
    
    Includes the following total administrative costs in 2006:
    $1.8 million in Ports and Terminals operations,
    $5.9 million in Maritime operations, $9.5 million in
    Logistics operations and $14.6 million in shared corporate
    costs. Includes the following total administrative costs in
    2005: $4.2 million in Ports and Terminals operations,
    $5.3 million in Maritime operations, $9.8 in Logistics
    operations and $12.4 million in shared corporate costs.(3)
    
    Includes the following Restructuring Expense incurred in 2005:
    $0.1 million in Maritime operations, $1.2 millions in
    Logistics operations, $0.3 millions in Ports and Terminals
    operations and $0.4 million in shared corporate costs. 48




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##### Table of Contents



Ports
    and Terminals Operations
    Maritime
    Operations
    Logistics
    Operations
    Net
    Financing Cost
  Year Ended December 31,Y2006vs.Y20052006

2005

% Change($ in millions)Net Financing Cost

$
55.8


$
89.6



(37.7
)%     Other
    (Expense) Income  Net
  Year Ended December 31,Y2006vs.Y20052006

2005

% Change($ in millions)Other (expenses) income, net

$
(24.1
)

$
(1.0
)


(23.1
)%    49




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##### Table of Contents



Benefit
    for Income Taxes
  Benefit for Income TaxesYear Ended December 31,Y2006vs.Y20052006

2005

% Change($ in millions)Benefit for income taxes

$
27.8


$
62.0



(55.2
)%     Minority
    Interest
  Year Ended December 31,Y2006vs.Y20052006

2005

% Change($ in millions)Minority interest

$
0.5


$
4.2



(88.1
)%     Net
    (Loss) Income for the year, attributable to stockholders of
    Grupo TMM
  Net IncomeYear Ended December 31,Y2006vs.Y20052006

2005

% Change($ in millions)Net (Loss) Income for the year attributable to stockholders of
    Grupo TMM

$
69.9


$
171.3



(59.2
)%       Critical
    Accounting Policies
      Revenue Recognition.
 50




---



##### Table of Contents



Financial Statement Translations into
    U.S. Dollars.
  Financial Instruments.
  Deferred Income Taxes.
  Recent
    Accounting Pronouncements IFRS
         51




---



##### Table of Contents



Effective forAccounting PeriodsTitle

Full Title of Standard or Interpretation

Beginning on or After:IFRIC 11

Group and Treasury Share Transactions

March 1, 2007IFRIC 14

The Limit on a Defined Benefit Asset, Minimum Funding
    Requirements and their Interaction

January 1, 2008IFRIC 12

Service Concession Arrangements

January 1, 2008IFRIC 13

Customer Loyalty Programs

July 1, 2008IAS 23

Borrowing Costs

January 1, 2009IAS 1

Presentation of Financial Statements

January 1, 2009IFRS 2

Amendment to IFRS 2 Share-based Payment: Vesting Conditions
    and Cancellations

January 1, 2009IAS 32 and IAS 1

Presentation and IAS 1 Presentation of Financial Statements:
    Puttable Financial Instruments and Obligations Arising on
    Liquidation

January 1, 2009IFRS 3

Business Combinations (Revised 2008)

July 1, 2009IAS 27

Consolidated and Separate Financial Statements

July 1, 2009          52




---



##### Table of Contents



Standard Affected

Subject of AmendmentIFRS 5 Non-current Assets Held for Sale and
    Discontinued Operations

Plan to sell the controlling interest in a subsidiaryIAS 1 Presentation of Financial Statements

Current/non-current classification of derivativesRecoverable amountIAS 16 Property, Plant and Equipment

Sale of assets held for renstalCurtailments and negative past service cost 
    Plan administration costsIAS 19 Employee Benefits

Replacement of term fall due 
    Guidance on contingent liabilitiesIAS 20 Accounting for Government Grants and 
    Disclosure of Government Assistance

Government loans with a below-market rate of interestIAS 23 Borrowing Costs

Components of borrowing costsIAS 27 Consolidated and Separate Financial Statements

Measurement of subsidiary held for sale in separate financial
    statementsIAS 28 Investments in Associates

Required disclosures when investments in associates are
    accounted for at fair value through profit or loss 
    Impairment of investment in associateIAS 31 Interests in Joint Ventures

Required disclosures when interests in jointly controlled
    entities are accounted for at fair value through profit or lossIAS 29 Financial Reporting in Hyperinflationary Economies

Description of measurement basis in financial statementsIAS 36 Impairment of Assets

Disclosure of estimates used to determine recoverable amountIAS 38 Intangible Assets

Advertising and promotional activities 
    Unit of production method of amortisation 
    Reclassification of derivatives into or out of the
    classification of at fair value through profit or lossIAS 39 Financial Instruments: Recognition and Measurement

Designating and documenting hedges at the segment level
    Applicable effective interest rate on cessation of fair value
    hedge accountingIAS 40 Investment Property

Property under construction or development for future use as
    investment propertyIAS 41 Agriculture

Discount rate for fair value calculations Additional biological
    transformation         
    the introduction of a deemed cost exemption to IFRS
    1 for first-time adopters of IFRS when measuring the cost of an
    investment in a subsidiary, jointly controlled entity or
    associate; 53




---



##### Table of Contents




    the removal of IAS 27s requirement to deduct
    pre-acquisition dividends from the cost of an investment in a
    subsidiary, jointly controlled entity or associate in the
    separate financial statements of the investor entity; and
    new requirements on accounting for the formation of a new parent.      Liquidity
    and Capital Resources
      (fondo de reserva)
           54




---



##### Table of Contents



2008-2010.
        Information
    on Cash Flows
    Years Ended December 31,2007


2006


2005($ in thousands)Operating activities


(1,301
)


333,966



(332,295
)Investing activities


(40,424
)


(103,255
)


437,644Financing activities


34,741



(261,926
)


(98,767
)Net decrease in cash and cash equivalents


(6,984
)


(31,215
)


6,582Cash and cash equivalents at beginning of year


21,706



52,921



46,339Cash and cash equivalents at end of year

$
14,722


$
21,706


$
52,921    55




---



##### Table of Contents



Our
    Cash Flows from Operating Activities
      Years Ended December 31,2007


2006


2005($ in thousands)Net (Loss) Income for the year

$
(66,912
)

$
70,417


$
175,492Depreciation and amortization and other amortization


28,743



20,438



28,789Amortization of discount on senior secured debentures






2,731



2,419Benefit for income taxes


(844
)


(27,815
)


(62,021
)Gain on sale of fixed assets  net


(5,302
)


(3,934
)


(3,697
)Impairment test in long-lived assets






21,262



Gain (Loss) from discontinued operations


38,563



(111,362
)


(199,363
)(Decrease) Increase in restricted cash


(20,553
)


330,928



(341,079
)Total changes in operating assets and liabilities


25,004



31,301



67,165Net cash provided by (used in) operating activities

$
(1,301
)

$
333,966


$
(332,295
)   Our
    Cash Flows from Investing Activities
      Our
    Cash Flows from Financing Activities
     56




---



##### Table of Contents



Business
    Plan
    Maritime Operations 5-year
  Ports and Terminals Operations
  Logistics Operations
    Our
    Ability to Continue as a Going Concern
         57




---



##### Table of Contents



Capital
    Expenditures and Divestitures
    Our
    Principal Capital Expenditures for the Last Three
    Years
  Years Ended December 31,2007(a)


2006(b)


2005(c)($ in millions)Capital Expenditures by Segment:Ports and Terminals Operations

$
0.9


$
1.0


$
1.3Maritime Operations


56.9



159.5



93.7Logistics Operations


44.8



22.3



12.1Corporate


1.9



1.5



38.0Total

$
104.5


$
184.3


$
145.1     (a)
    
    In 2007, capital expenditures include: (i) Ports and
    Terminals Operations: $0.9 million in construction in
    process for the expansion and maintenance of port and terminal
    facilities; (ii) Maritime Operations: $41.1 million in
    acquisition of vessels, $5.7 million in equipment
    improvement, $6.3 million in construction in process for
    the expansion and renovation of offices in Ciudad del Carmen and
    $3.8 in acquisition of shares of subsidiaries from minority
    shareholders; (iii) Logistics Operations:
    $43.8 million in operating equipment and related fixed
    assets and $1.0 million in construction in process; and
    (iv) Corporate: $1.9 million in fixed assets and other
    related strategic corporate projects.(b)
    
    In 2006, capital expenditures include: (i) Ports and
    Terminals Operations: $0.6 million in construction in
    process for the expansion and maintenance of port and terminal
    facilities and $0.7 million in other related assets;
    (ii) Maritime Operations: $87.7 million in acquisition
    of vessels and $4.4 in acquisition of shares of subsidiaries
    from minority shareholders; (iii) Logistics Operations:
    $7.8 million in construction in process and
    $4.3 million in operating equipment and related fixed
    assets; and (iv) Corporate: $3.9 million in strategic
    corporate projects and $34.1 million in acquisition of
    shares of subsidiaries from minority shareholders.(c)
    
    In 2005, capital expenditures include: (i) Ports and
    Terminals Operations: $0.3 million in construction in
    process for the expansion and maintenance of port and terminal
    facilities and $0.3 million in other related assets;
    (ii) Maritime Operations: $4.3 million in equipment
    improvements; (iii) Logistics Operations: $6.8 million
    in construction in process and $0.2 million in other fixed
    assets; and (iv) Corporate: $3.4 million in strategic
    corporate projects and other shared fixed assets.  Our
    Principal Capital Divestitures for the Last Three
    Years
  Years Ended December 31,2007(a)


2006(b)


2005(c)($ in millions)Capital Divestitures:Sale of shares of subsidiaries

$
56.9


$
68.7


$
581.0Other assets


7.2



12.3



1.7Total

$
64.1


$
81.0


$
582.7     (a)
    
    In 2007, capital divestitures include $7.2 million from the
    sale of other fixed assets.(b)
    
    In 2006, capital divestitures include $12.3 million from
    the sale of other fixed assets.(c)
    
    In 2005, capital divestitures include:
    (i) $560.0 million from the sale of our 51%
    participation in GTFM to KCS and $21.0 million from the
    sale of shares of other subsidiaries and
    (ii) $1.7 million from the sale of other fixed assets. 58




---



##### Table of Contents



Outlook
    on Capital Expenditures
    Securitization
    Facility
            Product
    Tanker and Offshore Vessel Financings
  5-year 5-year
  Capital
    Leases
   59




---



##### Table of Contents



Operating
    Leases
  Vessel,
    Transportation Equipment and Other Operating
    Leases
    Grupo
    TMM
    91/2% Notes
    due 2003 and Grupo TMM
    101/4% Senior
    Notes due 2006
  1 2 pari passu
  1 4 pari passu
       60




---



##### Table of Contents



Grupo
    TMM Senior Secured Notes due 2007
        Purchase
    of two Chemical Tankers
  10-year
  Mexican
    Peso-Denominated Trust Certificates Program
        Auto
    Haulage Financing
     61




---



##### Table of Contents



Other
    Debt
    Trend
    Information
          Off-Balance
    Sheet Arrangements
   62




---



##### Table of Contents



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)


1,261











275,121



276,382Parcel Tanker Vessels Financings(3)


4,074



10,167



7,750



24,583



46,574Automotive Equipment Financing(4)


2,140



3,250



3,250



3,224



11,864Other debt(5)


555















555Capital Leases


















Total

$
8,030


$
13,417


$
11,000


$
302,928


$
335,375   Less Than








More ThanOperating Lease Obligations(6)

1 Year


1-3 Years


3-5 Years


5 Years


TotalVessel, Transportation Equipment and Other OperatingLeases

$
13,924


$
17,674


$
11,754


$
36,783


$
80,136Total

$
13,924


$
17,674


$
11,754


$
36,783


$
80,136   Less Than








More ThanOther(7)

1 Year


1-3 Years


3-5 Years


5 Years


TotalSecuritization facility

$
8,209


$
60,948


$
57,668


$



$
126,825Total

$
8,209


$
60,948


$
57,668


$



$
126,825     (1)
    
    These amounts include principal payments and accrued and unpaid
    interest as of December 31, 2007.(2)
    
    Debt allocated in one special purpose company in connection with
    the financing of two Tanker Vessels and eighteen offshore
    vessels, denominated in Mexican Pesos (Trust Certificates
    Program).(3)
    
    Debt allocated in one special purpose company in connection with
    the financing of two Parcel Tanker Vessels.(4)
    
    Debt in connection with the Land & Logistics equipment
    financing, denominated in Mexican Pesos.(5)
    
    Debt allocated to ADEMSA denominated in Mexican Pesos.(6)
    
    These amounts include the minimum lease payments.(7)
    
    These amounts include principal payments and accrued and unpaid
    interest as of December 31, 2007 under the securitization
    facility.  ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  Directors
    and Senior Management
  Board
    of Directors
   63




---



##### Table of Contents



Years as aDirector orAlternateName

Principal Occupation

Director


AgeDirectorsJosé F. Serrano Segovia

Chairman of the Board of Grupo TMM


36



67Ramón Serrano Segovia

First Vice-chairman of Grupo TMM


17



61Maria Josefa Serrano Segovia

Second Vice-chairman of Grupo TMM


2



62José Luis Salas Cacho

Private Investor


3



54Ignacio Rodriguez Rocha

Attorney


17



71Lorenzo Cué Sánchez Navarro

Private Investor


17



41Luis Martinez Argüello

Private Investor


3



67Sergio Chedraui Eguia

Private Investor


2



31José Luis Ávalos del Moral

Private Investor


1



64Alternate DirectorsJosé Francisco Serrano Cuevas

President Deputy Director


7



27Antonio Cué Sánchez Navarro

Private Investor


17



41Jaime Zabludovsky Kuper

Private Investor


3



52Paloma Serrano de Chedraui

Private Investor


2



27     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
   64




---



##### Table of Contents



Maria
    Josefa Cuevas de Serrano
    José
    Luis Salas Cacho
    Ignacio
    Rodríguez Rocha
    Lorenzo
    Cué Sánchez-Navarro
    Luis
    Martínez Argüello
    Sergio
    Chedraui Eguia
  son-in-law
  José
    Luis Avalos del Moral
   65




---



##### Table of Contents



José
    Francisco Serrano Cuevas
    Antonio
    Cué Sánchez-Navarro
    Jaime
    Zabludovsky Kuper
    Paloma
    Serrano de Chedraui
  E-Business
   66




---



##### Table of Contents



Executive
    Officers
    Years of


ExecutiveName

Position

Service


OfficerCorporate DirectorsJosé F. Serrano Segovia

Chairman of the Board


36



16Fernando Sanchez Ugarte

Chief Executive Officer and President


1



1Carlos Pedro Aguilar Mendez

Corporate Administrative Director


18



1Jacinto David Marina Cortes

Chief Financial Officer


17



17Agustin Salinas Gonzalez

Corporate Human Resources Director


11



1Elvira Ruiz Carreño

Corporate Audit Director


12



5Business Unit DirectorsLuis Manuel Ocejo Rodriguez

Director, Maritime Transportation and


25



1Ports and TerminalsJaime Glenn Magaña

Commercial Director, TMM Logistics


12



1Jorge Septien Cuevas

Operations Director, TMM Logistics


7



1     Compensation
    Pension,
    Retirement or Similar Benefits
      Board
    Practices
    Audit
    and Corporate Practices Committee
   67




---



##### Table of Contents



Audit
    responsibilities:
  
    Overseeing the accounting and financial reporting processes of
    the Company; discussing the financial statements of the Company
    with all parties responsible for preparing and reviewing such
    statements, and advising the Board of Directors on their
    approval thereof;
    Overseeing compliance with legal and regulatory requirements and
    overseeing audits of the financial statements of the Company;
    Evaluating the performance of the Companys external
    auditor and its independent status;
    Advising the board of directors on the compliance of the
    Companys or any of its subsidiaries internal
    controls, policies and in-house auditing, and identifying any
    deficiencies in accordance with the bylaws of the Company and
    applicable regulations;
    Providing sufficient opportunity for a private meeting between
    members of our internal and external auditors and the Audit
    Committee, who may also request additional information from
    employees and legal counsel;
    Providing support to the board of directors in supervising and
    reviewing the Companys corporate accounting and disclosure
    policies and discussing guidelines and policies to govern the
    process of risk assessment with management;
    Advising the board of directors on any audit-related issues in
    accordance with the bylaws of the Company and applicable
    regulations;
    Assisting the board of directors in the selection of the
    external auditor (subject to approval by vote of the
    shareholders);
    Reviewing the financial statements and the external
    auditors report. The Committee may request that the
    external auditor be present when reviewing such reports, in
    addition to the Committees mandatory meeting with the
    external auditor at least once a year;
    Preparing the board of directors opinion on the
    Chairmans annual report and submitting it at the
    Shareholders Meeting for its approval; and
    Overseeing compliance by the Companys chief executive
    officer with decisions made at a Shareholders Meeting or a Board
    of Directors meeting.  Corporate
    Practices responsibilities:
  
    Requesting an opinion from independent experts as the Committee
    might see fit, in accordance with applicable regulations;
    Calling Shareholders Meetings and reviewing the agenda;
    Supporting the board of directors in preparing its reports in
    accordance with the bylaws of the Company and applicable
    regulations;
    Suggesting procedures for hiring the Companys chief
    executive officer, chief financial officer and senior executive
    officers;
    Reviewing human resources policies, including senior executive
    officers performance evaluation policies, promotions and
    structural changes to the Company;
    Assisting the board of directors in evaluating senior executive
    officers performance;
    Evaluating executive officers compensation. The Company is
    not required under Mexican law to obtain shareholder approval
    for equity compensation plans; the Board of Directors is
    required to approve the Companys policies on such
    compensation plans; 68




---



##### Table of Contents




    Reviewing related party transactions; and
    Performing any activity set forth in the Mexican Securities Law.  Code
    of Ethics
  www.grupotmm.com
  Statutory
    Auditor
    NYSE
    Corporate Governance Comparison
  1
    NYSE Standards

Our Corporate Governance PracticesDirector Independence. Majority of board of directors
    must be independent. §303A.01

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 less than seven.    1
 69




---



##### Table of Contents



NYSE Standards

Our Corporate Governance PracticesOur current board of directors consists of nine directors and four alternate directors. Five of our directors and two of our alternate directors are independent directors within the meaning of the Mexican Securities Law.Pursuant to our bylaws and to the Mexican Securities Law, an independent board member must be appointed based on his experience, ability and professional prestige, and cannot
be an employee of the Company or have any conflict of interest with the Company. A board member is not considered independent if he has acted as external auditor of the Company in the twelve-months preceding his/her appointment.A director is not independent if such director is:

Under Article 26 of the New Mexican Securities Law, a director
    is not independent if such director is:(i) a person who the board determines has a material direct or
    indirect relationship with the company, its parent or a
    consolidated subsidiary;

(i) a director, officer or employee of the Company or of the
    entities that are part of the corporate group or consortium of
    which the Company is a part of (one-year cooling off period);(ii) the person is, or has been within the last three years, an
    employee, or an immediate family member is, or has been within
    the last three years, an executive officer, of the company, its
    parent or a consolidated subsidiary, other than employment as
    interim chairman or CEO;

(ii) a person that has significant influence or authority over
    the Company or over any of the entities that are a part of the
    corporate group or consortium of which the Company is a part of;(iii) a person who has received or whose immediate family member
    has received during any
    12-month
    period in the last three years, more than $100,000 in direct
    compensation from the company, its parent or a consolidated
    subsidiary, other than director and committee fees or deferred
    compensation for prior service (and other than compensation for
    service as interim chairman or CEO or received by an immediate
    family member for service as a non-executive employee);

(iii) a shareholder that is part of the group of persons that
    has a controlling interest in the Company;(iv) a person who is a partner with or employed, or whose
    immediate family member is a partner with or employed in a
    professional capacity other than tax planning, by the present
    internal or external auditor of the company or the person or
    immediate family member was within the last three years (but is
    no longer) a partner or employee of such a firm and personally
    worked on the listed companys audit within that time;

(iv) a client, supplier, debtor or creditor (or a partner,
    director or employee thereof) that is considered significant. A
    client or supplier is considered significant when the sales of
    the Company represent more than 10% of the clients or
    suppliers total sales during the twelve months preceding
    his appointment. A debtor or creditor is considered significant
    whenever the aggregate amount of the relevant loan represents
    more than 15% of the debtors, creditors or the
    Companys aggregate assets;(v) an executive officer, or an immediate family member of an
    executive officer, of another company whose compensation
    committees membership includes, or included in the last
    three years, an executive officer of the listed company, its
    parent or a consolidated subsidiary; or

(v) a family member related to any of the persons
    mentioned above in (i) through (iv). Family member
    includes a persons spouse, concubine or other relative up
    to the fourth degree of consanguinity or affinity. 70




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NYSE Standards

Our Corporate Governance Practices(vi) an executive officer or employee of a company, or an
    immediate family member of a director is an executive officer of
    a company, that has made payments to, or received payments from,
    the listed company, its parent or a consolidated subsidiary for
    property or services in an amount which, in any of the last
    three fiscal years, exceeds the greater of $1 million or 2%
    of such other companys consolidated gross revenuesImmediate family member includes a persons
    spouse, parents, children, siblings, mothers and
    fathers-in-law,
    sons and
    daughters-in-law,
    brothers and
    sisters-in-law
    and anyone (other than domestic employees) who shares the
    persons home. Individuals who are no longer immediate
    family members due to legal separation, divorce or death (or
    incapacity) are excluded. §303A.02(b)Executive Sessions. Non-management directors must meet
    regularly in executive sessions without management. Independent
    directors should meet alone in an executive session at least
    once a year. §303A.03

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. §§303A.06, 303A.07

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
    standard 303A.07 and in compliance with the Mexican Securities
    Law; additionally Mr. Ávalos is considered a financial
    expert according to the standards set forth in Section 407 of
    the Sarbanes Oxley Act of 2002. The members of the Audit and
    Corporate Practices Committee are proposed by the President in
    accordance with the Mexican Securities Law and are appointed by
    the Board of Directors. The foregoing notwithstanding, the
    President of the Audit and Corporate Practices Committee must be
    appointed and/or removed from his position exclusively by the
    General Shareholders Meeting and he must always be an
    independent director. The President of the Audit and Corporate
    Practices Committee in no event whatsoever may preside over the
    Board of Directors.Our Audit and Corporate Practices Committee complies with the
    requirements of the Mexican Securities Law, Article 42, sections
    I and II and its main responsibilities include, among
    others:Audit responsibilities:   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; 71




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NYSE Standards

Our Corporate Governance Practices   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 the
    Companys 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 issue 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 to be present when
    reviewing such reports, in addition to the Committees
    mandatory meeting with the external auditor at least once a year;   Preparing the Board of
    Directors opinion on the Chairmans annual report and
    submitting it at the Shareholders Meeting for its approval; and   Overseeing compliance by the
    Companys chief executive officer with decisions made at a
    Shareholders Meeting or a Board of Directors meeting.Corporate Practices responsibilities:   Requesting an opinion from
    independent experts as the Committee might see fit, in
    accordance with applicable regulations;   Calling Shareholders
    Meetings and reviewing the agenda;   Supporting the Board of
    Directors in preparing its reports in accordance with the bylaws
    of the Company and applicable regulations;   Suggesting procedures for
    hiring the Companys chief executive officer, chief
    financial officer and senior executive officers; 72




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NYSE Standards

Our Corporate Governance Practices   Reviewing human resources
    policies, including senior executive officers performance
    evaluation policies, promotions and structural changes to the
    Company;   Assisting the board in
    evaluating senior executive officers performance;   Evaluating executive
    officers compensation. We are not required under Mexican
    law to obtain shareholder approval for equity compensation
    plans. The Companys 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.Nominating/corporate governance committee.
    Nominating/corporate governance committee of independent
    directors is required. The committee must have a charter
    specifying the purpose, duties and evaluation procedures of the
    committee. §303A.04

In accordance with the new Mexican Securities Law, the Board of
    Directors appointed an Audit and Corporate Practices Committee
    composed of four independent directors.Compensation committee. Compensation committee of
    independent directors is required, which must approve executive
    officer compensation. The committee must have a charter
    specifying the purpose, duties and evaluation procedures of the
    committee. §303A.05

We do not have a Compensation Committee. Our Audit and Corporate
    Practices Committee is responsible for evaluating and approving
    executive officers compensation.Equity compensation plans. Equity compensation plans
    require shareholder approval, subject to limited exemptions.
    §303A.08

We are not required under Mexican law to obtain shareholder
    approval for equity compensation plans. Our board of directors
    is required to approve the Companys policies 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. §303A.10

We have adopted a code of ethics in alignment with U.S.
    standards, which has been accepted by all of our directors and
    executive officers and other personnel. We are required by Item
    16B of this Form 20-F to disclose any waivers granted to our
    chief executive officer, chief financial officer, principal
    accounting officer and persons performing similar functions.   Employees
    Share
    Ownership
   73




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##### Table of Contents



30-year (certificados de participación ordinarios no
    amortizables)
  Sociedades Anónimas
    Bursátiles
  ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS    Actual





BeneficialOwnership





OwnershipOwner

Shares


ADRs


Total


Amount


PercentJosé F. Serrano Segovia(a)(b)(c)


5,743,750



66,471



5,810,221



6,371,571



11.3
%Ramón Serrano Segovia(a)(b)(c)


2,508,629



933,529



3,442,158



4,003,508



7.1
%Beck Mack & Oliver(d)


0



4,364,600



4,364,600



4,364,600



7.7
%     a)
    
    Based upon information set forth in a Schedule 13D/A filed
    on June 27, 2008, José F. Serrano Segovia, has sole
    voting and investment authority over 5,810,221 Shares and
    Ramón Serrano Segovia has sole voting and investment
    authority over 3,442,158 Shares. By virtue of their shared
    control of Promotora Servia, S.A. de C.V., a Mexican corporation
    (Promotora), José F. Serrano Segovia and
    Ramón Serrano Segovia each share voting and investment
    authority over an additional 561,350 Shares beneficially
    owned by Promotoria. Of the 561,350 Shares beneficially
    owned by Promotoria, 560,850 are owned directly by its
    subsidiary Servicios Directivos Servia, S.A. de C.V., a Mexican
    corporation (Servicios). As of June 27, 2008,
    (i) 1,000,00 of 9,252,379 Shares held directly by
    José and Ramón Serrano Segovia are represented by ADSs
    and (ii) 135,000 of the 561,350 Shares beneficially
    owned by Promotoria are represented by ADSs. As of June 27,
    2008, an aggregate of 9,813,229 Shares (including Shares
    represented by ADSs) beneficially owned by José F. Serrano
    Segovia and Ramón Serrano Segovia were pledged for the
    benefit of their creditors pursuant to certain pledge agreements.  b)
    
    José and Ramón Serrano Segovia have jointly pledged
    4,718,150 Shares to Banco Invex, S.A., to secure a loan in
    the principal amount of $3.0 million. Jose Serrano Segovia
    and Ramón Serrano Segovia have jointly pledged
    4,534,229 Shares to Ixe Banco, S.A. to secure a loan in the
    aggregate amount of $4.5 million. Servicios 74




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##### Table of Contents



Directivos Servia, S.A. de C.V. has pledged 425,850 Shares
    to Banco Invex, S.A. to secure a loan in the principal amount of
    $3.0 million referenced above. Servicios Directivos Servia,
    S.A. de C.V. has pledge 135,000 shares to IXE Banco, S.A.
    to secure a loan in the aggregate amount of $4.5 million.  c)
    
    Based on a Schedule 13D/A filed on June 27, 2007,
    José F. Serrano Segovia and Ramón Serrano Segovia are
    no longer the beneficial owners of an aggregate of
    11,819,365 Shares, representing 21% of the issued and
    outstanding Shares, that had been pledged to Argyll Equities,
    LLC (Argyll).  d)
    
    Based upon information contained in such companys
    Schedule 13F filed as of April 18, 2008.    Related
    Party Transactions
  Promotora
    Servia Agreements
      Seacor
    ITEM 8.
    FINANCIAL
    INFORMATION    Legal
    Proceedings
  Dispute
    with Kansas City Southern
   75




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Other
    Legal Proceedings
          Dividends
    Significant
    Changes
   76




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##### Table of Contents



ITEM 9.
    THE
    OFFER AND LISTING  Trading
          Limitations
    Affecting ADS Holders and CPO Holders
    15-day
   77




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Mexican
    Stock Exchange 
    Price per Share
    (Pesos)
  Shares(*)Previous Five Years:

High


Low2003


55.00



16.612004


47.50



25.922005


42.50



31.402006


54.00



28.102007


37.60



28.10     (*)
    
    As of December 20, 2006, the Series A Shares were
    replaced by nominative common shares, without par value.  Mexican
    Stock Exchange
    Price per Share
    (Pesos)
  Shares(*)Previous Two Years (by Quarter):

High


Low2006:First Quarter


54.00



40.00Second Quarter


49.00



41.77Third Quarter


48.40



40.00Fourth Quarter


30.21



29.102007:First Quarter


37.60



28.10Second Quarter


37.50



31.50Third Quarter


42.80



34.00Fourth Quarter


38.50



25.002008:First Quarter


25.00



22.00     (*)
    
    As of December 20, 2006, the Series A Shares were
    replaced by nominative common shares, without par value.  Mexican
    Stock Exchange
    Price per Share
    (Pesos)
  Shares(1)Previous Six Months:

High


LowDecember 31, 2007


29.00



25.00January 31, 2008


25.00



22.45February 28, 2008


23.70



22.00March 31, 2008


22.50



22.50April 30, 2008


21.10



19.75May 31, 2008


21.59



16.19     Source: InfoSel Financiero
  (1)
    
    As of December 20, 2006, the Series A Shares were
    replaced by nominative common shares, without par value. 78




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##### Table of Contents



New York
    Stock Exchange
    Price per Share
    (Dollars)
  Share ADS(*)Previous Five Years:

High


Low2003


5.35



1.522004


4.56



1.992005


4.10



2.152006


5.60



2.392007


3.93



2.21     (*)
    
    As of December 20, 2006, the Series A Shares were
    replaced by nominative common shares, without par value.  New York
    Stock Exchange
    Price per Share
    (Dollars)
  Share ADS(*)Previous Two Years (by Quarter):

High


Low2006:First Quarter


5.34



3.86Second Quarter


5.60



3.48Third Quarter


4.38



2.45Fourth Quarter


2.95



2.392007:First Quarter


3.39



2.54Second Quarter


3.49



2.78Third Quarter


3.93



2.92Fourth Quarter


3.20



2.212008:First Quarter


2.30



1.80     (*)
    
    As of December 20, 2006, the Series A Shares were
    replaced by nominative common shares, without par value.  New York
    Stock Exchange
    Price per Share
    (Dollars)
  Share ADSPrevious Six Months:

High


LowDecember 31, 2007


2.59



2.21January 31, 2008


2.30



2.00February 28, 2008


2.22



1.99March 31, 2008


2.03



1.80April 30, 2008


1.96



1.79May 31, 2008


2.02



1.33     Source: NYSE  Price history composite
 79




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##### Table of Contents



ITEM 10.
    ADDITIONAL
    INFORMATION  Share
    Capital
    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 yearExcept that in no event whatsoever shall more than one third
    (1/3) of the member directors be replaced for any fiscal year of
    the Company.  80




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##### Table of Contents



1.
    The approval
    and/or
    modification of the annual budget, which must be approved for
    each fiscal year of the Company;2.
    The imposition or creation of any lien on any of the assets of
    the Company
    and/or of
    the corporations controlled by the Company, or the resolution of
    the Company
    and/or of
    the corporations controlled by the Company, to guarantee
    obligations of the Company
    and/or of
    its subsidiaries, or to guarantee obligations of third parties,
    in all of said cases, when the value of any of said transactions
    involves in a single act or in a series of related acts, an
    amount equal to or higher than five percent of the total
    consolidated assets of the Company during a calendar year;3.
    The decision to begin a new business line or the suspension of
    any business line developed by the Company or by any corporation
    in which the Company participates, either directly or indirectly;4.
    Any decision related to the acquisition or sale of assets
    (including shares or equity interests or their equivalent, in
    any corporation controlled or not controlled by the Company or
    in which the Company has a significant share, or to any
    financing
    and/or the
    creation of any liens, when the value of any of said
    transactions involves in a single act or in a series of related
    acts, an amount equal to or higher than five percent of the
    total consolidated assets of the Company during a calendar year; 81




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##### Table of Contents



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
  and/or
    Capital
    Stock
      Registration
    and Transfer
   82




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Shareholders
    Meetings
              Limitation
    on Share Ownership
      (Fideicomiso Maestro de Inversion Neutra) 30-year (certificados de participación ordinarios no
    amortizables)
 83




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##### Table of Contents



Minority Rights
  Acquisition
    of Share Capital
      Rights
  1.
    Applicable
    to Shareholders, CPOs holders and the CPO Trustee   84




---



##### Table of Contents



2.
    Applicable
    to Shareholders            Limitation
    of Officers and Directors Liability
    and/or
 85




---



##### 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.  and/or
  Liquidation
    Rights
    Dividends
    Certain
    Voting Rights
    Preemptive
    and Other Rights
    Material
    Contracts
   86




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##### Table of Contents



Exchange
    Controls
    Taxation
      Secretaría de Hacienda y Crédito
    Público
      General
    
    United States holders, defined below, who hold our securities as
    capital assets and whose functional currency is the United
    States Dollar, in the case of United States federal income tax
    consequences; and
    United States holders that are non-residents of Mexico for
    Mexican federal tax purposes and that do not have a permanent
    establishment in Mexico (non-resident
    U.S. holders), in the case of Mexican federal tax
    consequences.   87




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##### Table of Contents



15-day
    Mexican
    Federal Tax Consequences
    Dividends
  Capital Gains
    Impuesto Empresarial a Tasa Unica
    Other Mexican Taxes
  United
    States Federal Income Tax Consequences
   88




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##### Table of Contents



Each U.S. holder should consult such holders own
    tax adviser concerning the overall tax consequences to it of the
    ownership or disposition of the ADSs that may arise under United
    States federal, state and local laws, as well as foreign law.
    Distributions
        Capital Gains
 89




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##### Table of Contents



Foreign tax credit rules are extremely complex and, thus,
    U.S. holders should consult their own tax advisers
    regarding the application of the foreign tax credit rules to
    their investments in, and disposition of, the ADSs.
  PFIC Rules
    Information
    Reporting And Backup Withholding
    United
    States Tax Consequences for
    Non-U.S.
    Holders
  non-U.S. holder)
  non-U.S. holder non-U.S. holder, non-U.S. holder
  non-U.S. holders non-U.S. holder
 90




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##### Table of Contents



Documents
    On Display
  Form 20-F, 1-800-SEC-0330 http://www.sec.gov
  ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      Foreign
    Currency Risk
  and/or
    December 31,2007


2006(In thousands of Dollars)Assets

$
88,869


$
50,419Liabilities


(335,696
)


(47,791
)$
(246,827
)

$
2,628     Interest
    Rate Risk
  and/or
    91




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##### Table of Contents



Breakdown of Fixed and Variable Rates of Financial
    Obligations(1)Expected MaturityLiabilities

2008


2009


2010


2011


Thereafter


Total


Fair Value(In thousands of Dollars)Long-Term DebtFixed Rate

$
18,784


$
19,658


$
51,457


$
35,408


$
54,593


$
179,900


$
179,900Average Interest Rate


11.15
%


11.22
%


11.27
%


10.82
%


10.08
%


11.06
%


**Variable Rate

$
2,177


$
1,625


$
1,625


$
1,625


$
279,985


$
287,037


$
287,037Average Interest Rate


10.05
%


10.05
%


10.05
%


10.05
%


10.05
%


10.05
%


**     (1)
    
    Information as of December 31, 2007**
    
    Not applicable      Commodity
    Price Risk
    Inflation
    Rate Risk
    Derivatives
    Exposure
      ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES   PART II  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES   92




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ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    ITEM 15.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(f) 15d-15(f)
                 93




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94




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##### Table of Contents



General IT Controls:
  User Security Access Control:
  SAP System Access Control:
  Security Configuration in SAP
    System:
  GL SAP Controls:
      ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT    ITEM 16B.
    CODE
    OF ETHICS     95




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##### Table of Contents



ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    GRUPO
    TMM, S. A. B.
    Summary of Auditors Payments
  As of December 31,2007


2006(In thousands of Dollars)Audit Fees(a)

$
1,024.0


$
978.0Audit Related Fees






Tax Fees(b)


43.2



86.3Other Fees(c)


79.6



227.0Total(d)

$
1,146.8


$
1,291.3     (a)
    
    Audit Fees  Fees relate to the review of our Annual
    Financial Statements and Annual Report filed with the SEC and
    review of other SEC filings.(b)
    
    Tax Fees  Fees relate to specific tax issues, in
    compliance with the applicable tax laws in Mexico.(c)
    
    Other Fees  Fees relate to the compliance with
    foreign trade regulations and to the compliance with
    Sarbanes-Oxley Act of 2002; supervision in the update of the
    Companys systems platform, in compliance with applicable
    regulations.(d)
    
    The total amount does not include Mexican tax (Impuesto
    al Valor Agregado or IVA).    ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASE
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS   PART III  ITEM 17.
    FINANCIAL
    STATEMENTS   96




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##### 



ITEM 18.
    FINANCIAL
    STATEMENTS  Form 20-F.
   
 Contents

PageReport of Independent Registered Public
    Accounting Firm


98Report of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets


F-2Consolidated Statements of Operations


F-3Consolidated Statements of Changes in
    Stockholders Equity


F-4Consolidated Statements of Cash Flows


F-5Notes to the Consolidated Financial Statements


F-6   97




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Consolidated
    Financial Statements,Report of Independent Registered Public Accounting
    Firm
  Grupo
    TMM, S.A.B. and Subsidiaries
    December 31, 2005, 2006 and 2007
  
 98




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##### 



GRUPO
    TMM, S.A.B. AND SUBSIDIARIES
   
 Contents

PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets


F-2Consolidated Statements of Operations


F-3Consolidated Statements of Changes in
    Stockholders Equity


F-4Consolidated Statements of Cash Flows


F-5Notes to the Consolidated Financial Statements


F-6   99




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm





To the Board of Directors and Stockholders of
    Grupo TMM, S.A.B.



We have audited the accompanying consolidated balance sheets of
    Grupo TMM, S.A.B and subsidiaries (Grupo TMM or the
    Company), as of December 31, 2006 and 2007, and
    the related consolidated statements of operations, changes in
    stockholders equity and cash flows for each of the three
    years in the period ended December 31, 2007, all expressed
    in U.S. dollars. These consolidated financial statements
    are the responsibility of the Companys Management. Our
    responsibility is to express an opinion on these consolidated
    financial statements based on our audits.



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



In our opinion, the aforementioned consolidated financial
    statements present fairly, in all material respects, the
    consolidated financial position of Grupo TMM as of
    December 31, 2006 and 2007, and the consolidated results of
    their operations and their cash flows for each of the three
    years in the period ended December 31, 2007, in conformity
    with International Financial Reporting Standards
    (IFRS) as issued by the International Accounting
    Standards Board.



We have also audited, in accordance with the standards of the
    Public Company Accounting Oversight Board (United States) Grupo
    TMMs internal control over financial reporting as of
    December 31, 2007, based on the criteria established in
    Internal Control-Integrated Framework issued by the Committee of
    Sponsoring Organizations of the Treadway Commission and our
    report dated May 30, 2008 (see Item 15) expressed
    an adverse opinion on the consolidated business internal control
    over financial reporting.



The accompanying financial statements have been prepared
    assuming that the Company will continue as a going concern. As
    discussed in Note 4, the Company has sustained substantial
    losses from continuing operations during the past five years,
    and substantial doubt exists as to its continuation as a going
    concern. Continuation is dependent upon the success of future
    operations and obtaining additional financing. Managements
    plans in regard to these matters are also described in
    Note 4. The financial statements do not include any
    adjustments that might result from the outcome of this
    uncertainty.



/s/  Salles,
    Sainz  Grant Thornton, S.C.



SALLES, SAINZ  GRANT THORNTON, S.C.



Mexico City, Mexico

May 30, 2008

F-1




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Consolidated
    Balance Sheets
 December 31,
    2006 and 2007
  2006


2007(Amounts in thousands of US dollars)AssetsCurrent AssetsCash and cash equivalents

$
21,706


$
14,722Restricted cash (Notes 14, 15 and 16)


16,960



37,513Accounts receivable  net of provision for impairment
    of $3,533 in 2006 and $4,443 in 2007


40,599



44,812Amounts due from related parties (Note 18)


62



29Taxes receivable (Note 6)


10,563



9,723Accounts receivable from KCS (Note 5)


51,113



Other accounts receivable  Net (Note 7)


17,801



22,946Materials and supplies


5,457



6,387Other current assets (Note 8)


4,425



6,119Total current assets


168,686



142,251Accounts receivable from KCS (Note 5)


40,000



Concession rights  Net (Note 9)


3,952



3,663Property, machinery and equipment  Net (Note 10)


282,811



351,059Prepaid expenses and others (Note 11)


3,473



6,513Investments in associates (Note 12)


3,882



4,695Intangible assets (Note 13)


19,819



38,175Deferred income taxes (Note 23)


112,833



115,818Total assets

$
635,456


$
662,174Liabilities and stockholders equityCurrent liabilities:Current portion of long-term debt (Notes 14 y 16)

$
27,555


$
17,787Accounts payable


20,422



28,660Accrued expenses (Note 19)


37,840



40,127Obligations for sale of receivables (Note 15)


16,727



13,463Total current liabilities


102,544



100,037Long-term debt (Notes 14 y 16)


141,401



303,229Dividends payable


9,803



9,803Employee obligations (Note 25)


13,363



12,497Obligations from sale of receivables (Note 15)


172,617



113,362Other long-term liabilities (Note 20)


4,384



4,384Total non-current liabilities


341,568



443,275Total liabilities


444,112



543,312Stockholders equity (Note 21):Common stock, 56,963,137 shares authorized and issued
    without par value


121,158



121,158Treasury shares (30,000 shares)






(64
)Statutory reserve


12,738



16,233Retained earnings (deficit)


62,174



(9,876
)Capital Premium


5,528



5,528Initial accumulated translation loss


(17,757
)


(17,757
)Cumulative translation adjustment (Note 3)


(1,173
)


(2,263
)182,668



112,959Minority interest (Note 3r)


8,676



5,903Total stockholders equity


191,344



118,862Total liabilities and stockholders equity

$
635,456


$
662,174    F-2




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Consolidated
    Statements of Operations
 Years
    ended December 31, 2005, 2006 and 2007
  2005


2006


2007(Amounts in thousands of US dollars, except per share
    amounts)Transportation revenues

$
306,599


$
248,148


$
303,256Costs and expenses:Salaries, wages and employee benefits


75,575



68,306



80,878Leases


101,689



63,368



84,131Purchased services


79,655



53,661



50,561Fuel, material and supplies


15,485



21,204



25,118Other costs and expenses


16,809



13,943



13,219Depreciation and amortization


12,668



16,532



25,652301,881



237,014



279,559Income on transportation


4,718



11,134



23,697Other income (expenses)  Net (Note 22)


(1,022
)


(24,066
)


(4,356
)Operating Income (loss)


3,696



(12,932
)


19,341Interest income


5,159



4,604



5,647Interest expense


96,037



60,036



55,616Exchange income (loss)  Net


1,290



(396
)


1,435Net financing cost


(89,588
)


(55,828
)


(48,534
)Loss before income taxes


(85,892
)


(68,760
)


(29,193
)Benefit from income taxes (Note 23)


62,021



27,815



844Loss from continuing operations for the year


(23,871
)


(40,945
)


(28,349
)Income (loss) from discontinued operations for the year


199,363



111,362



(38,563
)Net income (loss) for the year

$
175,492


$
70,417


$
(66,912
)Attributable to:Minority interest


4,188



509



160Stockholders of Grupo TMM, S.A.B.

$
171,304


$
69,908


$
(67,072
)Loss per continuing operations for the year per share
    (Note 26)

$
(0.419
)

$
(0.719
)

$
(0.498
)Income (loss) from discontinued operations for the year per
    share (Note 26)

$
3.500


$
1.955


$
(0.677
)Net income (loss) per share attributable to Stockholders of
    Grupo TMM, S.A.B. (Note 26)

$
3.007


$
1.227


$
(1.177
)Weighted average shares outstanding (thousands)


56,963



56,963



56,962    F-3




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Consolidated
    Statements of Changes in Stockholders Equity
 Years
    ended December 31, 2005, 2006 and 2007
  InitialRetained





Accumulated








TotalCommon


Statutory


Earnings


Capital


Translation





Minority


StockholdersStock


Reserve


(Deficit)


Premium


Loss


Subtotal


Interest


Equity(Amounts in thousands of US dollars)Balance at January 1, 2005

$
121,158


$
4,172


$
(162,460
)

$
5,528


$
(17,757
)

$
(49,359
)

$
686,026


$
636,667Translation adjustment










1,422











1,422







1,422Loss on acquisition of shares of subsidiary from minority
    Stockholders










(4,090
)










(4,090
)


(6,911
)


(11,001
)Total income (expense) for the year recognized directly in equity










(2,668
)


















Minority share on discontinuing operations


























(665,834
)


(665,834
)Net profit for the year










171,304











171,304



4,188



175,492Total recognized income and expense for the year










168,636



















Balance at December 31, 2005


121,158



4,172



6,176



5,528



(17,757
)


119,277



17,469



136,746Increase in statutory reserve on April 25, 2006






8,566



(8,566
)


















Translation adjustment










(2,595
)










(2,595
)






(2,595
)Loss on acquisition of shares of subsidiary from minority
    Stockholders










(289
)










(289
)


(9,302
)


(9,591
)Provision for employee indemnifications










(3,633
)










(3,633
)






(3,633
)Total expense for the year recognized recognized directly in
    equity










(6,517
)


















Net profit for the year










69,908











69,908



509



70,417Total recognized income and expense for the year










54,825



















Balance at December 31, 2006


121,158



12,738



61,001



5,528



(17,757
)


182,668



8,676



191,344Increase in statutory reserve on April 30, 2007






3,495



(3,495
)


















Purchase of treaury shares on December 14, 2007


(64
)






(6
)










(70
)






(70
)Translation adjustment










(1,090
)










(1,090
)


7



(1,083
)Provision for employee indemnifications










(1,477
)










(1,477
)






(1,477
)Total expense for the year recognized directly in equity










(2,573
)


















Dividends paid to minority stockholders in subsidiaries


























(2,450
)


(2,450
)Capital stock decrease of subsidiaries


























(490
)


(490
)Net (Loss) for the year










(67,072
)










(67,072
)


160



(66,912
)Total recognized income and expense for the year










(73,140
)


















Balance at December 31, 2007

$
121,094


$
16,233


$
(12,139
)(1)

$
5,528


$
(17,757
)

$
112,959


$
5,903


$
118,862     (1)
    
    Includes a reserve for the purchase of treasury stock by $9,929.   F-4




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Consolidated
    Statements of Cash Flows
 Years
    ended December 31, 2005, 2006 and 2007
  2005


2006


2007(Amounts in thousands of US dollars)Cash flows from operating activities:Net income (loss) for the year

$
175,492


$
70,417


$
(66,912
)Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depreciation and amortization


12,668



16,532



25,652Other amortizations


16,121



3,906



3,091Amortization and discount on obligations


2,419



2,731



(Benefit) from income taxes


(62,021
)


(27,815
)


(844
)(Loss) Gain on sale of property, machinery and equipment -Net


(1,097
)


(3,934
)


983Gain on sale of other subsidiaries


(2,600
)






(6,285
)Impairment in long-lived assets






21,262



Income (loss) from discontinued operations for the year


(199,363
)


(111,362
)


38,563Provision for interest on debt


67,437



33,863



47,132Changes in other assets and liabilities:(Increase) Decrease in restricted cash


(341,079
)


330,928



(20,553
)(Increase) Decrease in accounts receivable


(5,199
)


2,668



(4,213
)Decrease (Increase) in other accounts receivable and related
    parties


8,047



(7,676
)


(5,112
)Decrease (Increase) in materials and supplies


788



(1,384
)


(930
)Decrease (Increase) in other current assets


12



(2,338
)


(854
)Increase in accounts payable and accrued expenses


1,933



3,421



5,406Decrease (Increase) in other non-current assets


2,227



6,285



(15,559
)Decrease in other long-term liabilities


(8,080
)


(3,538
)


(866
)Total adjustments


(507,787
)


263,549



65,611Net cash provided by (used in) operating activities


(332,295
)


333,966



(1,301
)Cash flows from investing activities:Sale of property, machinery and equipment


1,693



12,293



7,186Acquisition of property, machinery and equipment


(107,031
)


(154,347
)


(100,740
)Sales of shares of subsidiaries


581,054



68,754



56,901Acquisitions of companies and minority interest in associated
    companies


(38,072
)


(29,955
)


(3,771
)Net cash provided by (used in) investing activities


437,644



(103,255
)


(40,424
)Cash flows from financing activities:Payments under capital lease obligation


(151
)






(Payments of) Proceeds from financial debt


(21,265
)


(443,527
)


125,401Cash (paid) received from sale of accounts
    receivable  Net


(77,351
)


181,601



(88,334
)Dividends paid to minority stockholders










(2,450
)Dividends from non consolidated companies










195Purchase of common stock for treasury










(71
)Net cash (used) provided in financing activities


(98,767
)


(261,926
)


34,741Net increase (decrease) in cash and cash equivalents


6,582



(31,215
)


(6,984
)Cash and cash equivalents at beginning of the year


46,339



52,921



21,706Cash and cash equivalents at the end of the year

$
52,921


$
21,706


$
14,722Supplemental cash disclosures:Interest paid

$
16,234


$
52,219


$
47,684Income tax and asset tax paid

$
257


$
778


$
562    F-5




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##### Table of Contents



Grupo
    TMM, S.A.B. and SubsidiariesNotes to the Consolidated Financial
    Statements
    December 31, 2007
    (Amounts in thousands of US dollars, except
    number of shares)
  1.
    The
    Company:          2006

2007Servicios Corporativos TMM, S.A. de C.V. y subsidiarias

100%

100%Inmobiliaria TMM, S.A. de C.V. y subsidiarias

100%

100%Operadora Marítima TMM, S.A. de C.V.

100%

100%Transportación Marítima Mexicana, S.A. de C.V. y
    subsidiarias

a), i) 100%

a), i) 100%TMM Logistics, S.A. de C.V. y subsidiarias

d)100%

d)100%Operadora Portuaria de Tuxpan, S.A. de C.V.

100%

100%Terminal Marítima de Tuxpan, S.A. de C.V.

k) 100%

k) 100%Marítima Mexicana, S.A. de C.V. y subsidiarias

a)

Marmex Offshore, S.A. de C.V.

b), i) 100%

b), i)Buques Tanque del Pacífico, S.A. de C.V.

c), j) 100%

c), j) 100%Buques Tanque del Golfo, S.A. de C.V.

c), j) 100%

c), j) 100%Transportes Líquidos Mexicanos, LTD

a) 100%

a) 100%Personal Marítimo, S.A. de C.V.

a) 100%

a) 100%TMM Agencias, S.A. de C.V.

a) 100%

a) 100%Servicios de Logística de México, S.A. de C.V.

e) 100%

e) 100%Servicios en Operaciones Logísticas, S.A. de C.V.

100%

100%Servicios Administrativos de Transportación, S.A. de
    C.V.

e)

Lacto Comercial Organizada, S.A. de C.V.

100%

100%Marmex Marine Mexico, Inc. (antes Seacor Marine Mexico, Inc)

a) 100%

a) 100%Promotora Intermodal de Carga, S.A. de C.V.

d)

NL Cargo S.A. de C.V.

d)

Marmex International Services, S.A. de C.V.

g), i) 100%

g), i) F-6




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  2006

2007Almacenadora de Depósito Moderno, S. A. de C. V.

f) 100%

f) 100%TMM Parcel Tankers, S.A. de C.V.



h) 100%TMM International Services, S.A. de C.V.



h), i)TMM División Marítima, S.A. de C.V.



i) 100%TMM Continental, S.A. de C.V.



j)TMM América, S.A. de C.V.



j)TMM Remolcadores, S.A. de C.V.



l) 100%Transporte Integral Doméstico, S.A. de CV.



m)Multimodal Doméstica S.A. de C.V.



n)TMM Flota Marítima, S.A. de C.V.



o)100%TMM New Proyects, S.A. de C.V.



o)100%Nicte Inmobiliaria, S.A.P.I. de C.V



o)100%Inmobiliaria Ikusi, S.A.P.I. de C.V.



o)100%Comercializadora y Distribuidora Milgret, S.A.P.I. de C.V.



o)100%Repcorp, S.A. de C.V. y subsidiaria

92.3%

100%     2006


2007Autotransportación y Distribución Logística, S.A.
    de C.V.


51
%


51
%Administración Portuaria Integral de Acapulco, S.A. de
    C.V.


51
%


51
%Servicios Administrativos API Acapulco, S.A. de C.V.






p)51
%Seglo Operaciones Logísticas, S.A. de C.V.


50
%


50
%     2006


2007Seglo, S.A. de C.V.


39
%


39
%Procesos Operativos de Materiales, S.A. de C.V.


39
%


39
%   a)
    
    As a result of the merger of Transportes Marítimos
    México, S.A. and TMM Multimodal, S.A. de C.V. into Grupo
    TMM, the following companies became wholly owned subsidiaries of
    Grupo TMM: Marítima Mexicana, S.A. de C.V.
    (Marmex), Transportes Líquidos Mexicanos, LTD,
    Personal Marítimo, S.A. de C.V., Servicios Mexicanos en
    Remolcadores, S.A. de C.V. (SMR), and TMM Agencias,
    S.A. de C.V. On December 01, 2005, Grupo TMM acquired from
    Seacor Marine International, LLC the company Marmex Marine
    Mexico, Inc. (formerly Seacor Marine Mexico, Inc.) which owned
    40% of the shares of Marítima Mexicana, S.A. de C.V. in the
    amount of $20.0 million.On March 3, 2006, Grupo TMM, through Newmarmex, S.A. de
    C.V., a subsidiary of TMM which is in turn a subsidiary of Grupo
    TMM, obtained financing to buy Seacors interest in Marmex
    Marine (Mexico).On March 2, 2006, Grupo TMM and Smit International, N.V.
    (Smit), a Dutch company that is the Companys
    partner and minority interest shareholder in SMR, agreed to
    allow the Company to purchase the 40% minority interest of SMR
    held by Smit for a price of $9.5 million. Approval for the
    consummation of this transaction was received from the
    Manzanillo Integrated Port Authority in May 2006.Finally, on May 15, 2006, SMR and Marmex merged into TMM,
    leaving TMM as the surviving entity. F-7




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
   b)
    
    On December 27, 2005, Marmex Offshore, S.A. de C.V. was
    incorporated in Mexico City, DF, whose line of business consists
    of providing sea and river transportation services.c)
    
    On June 20, 2005, the following companies were incorporated
    in the State of México: Buques Tanque del Pacífico,
    S.A. de C.V. (BTP) and Buques Tanque del Golfo, S.A. de C.V.
    (BTG). Both companies line of business is the sea and
    river transportation services.d)
    
    In October 2006, a merger took place of Promotora Intermodal de
    Carga, S.A. de C.V. and NL Cargo, S.A. de C.V. into TMM
    Logistics, S.A. de C.V.e)
    
    On November 30, 2006, Servicios Administrativos de
    Transportación, S.A. de C.V. merged into Servicios de
    Logística de México, S.A. de C.V. (SLM).f)
    
    On December 11, 2006, the company Almacenadora de
    Depósito Moderno, S.A. de C.V. (Ademsa) was
    acquired for an amount up to $12.4 million. As of
    December 31, 2007, $10.4 million have been paid with
    respect to this acquisition.g)
    
    On March 31, 2006, the company Marmex International
    Services, S.A. de C.V. (MIS) was formed in Mexico,
    D.F., with the objective of providing maritime and fluvial
    transport services.h)
    
    .On May 9, 2007, two companies were formed in Mexico City.,
    TMM Parcel Tankers, S.A. de C.V. (TMM Parcel) and
    TMM International Services, S.A. de C.V. (TMM
    International Services), with the objective of providing
    supporting services to maritime platforms.i)
    
    As part of the corporate restructuring plan implemented during
    2007, on May 4, 2007, it took place a spin off of TMM
    División Marítima, S.A. de C.V. (TMM
    División) from Transportación Marítima
    Mexicana, S. A. de C. V. (TMM). On July 19,
    2007, a merger took place of Marmex Offshore, MIS and TMM
    International Services, into TMM División, prevailing the
    latter as the merging company.j)
    
    Pursuant to the restructuring plan, on May 9, 2007, TMM
    Continental, S.A. de C.V. (TMM Continental) and TMM
    America, S.A. de C.V. (TMM America) were spun off
    from BTG and BTP, respectively. Grupo TMM sold TMM Continental
    and TMM America to an unrelated party on November 23, 2007.k)
    
    On June 1, 2007, Tecomar, S.A. de C.V. merges into Terminal
    Marítima de Tuxpan, S.A. de C.V., prevailing the latter as
    the merging company.l)
    
    On August 29, 2007, TMM Remolcadores, S.A. de C.V. was
    formed in Mexico City., with the objective of providing
    supporting services to maritime platforms.m)
    
    On July 31, 2007, Transporte Integral Doméstico, S.A.
    de C.V. (TID), an import and export company, as spun
    off from TMM. On December 20, 2007, TID was sold to an
    unrelated party.n)
    
    On October 15, 2007, Multimodal Doméstica, S.A. de
    C.V. (shipping agency services) was spun off from TMM Agencias,
    S.A. de C.V. and sold to an unrelated party on November 23,
    2007.o)
    
    On December 13, 2007, several companies were formed in the
    State of Mexico, as follows: 1) TMM Flota Marítima,
    S.A. de C.V. and TMM New Projects, S.A. de C.V., with the
    objective to provide supporting services to maritime platforms;
    2) Nicte Inmobiliaria, S.A.P.I. de C.V. and Inmobiliaria
    Ikusi, S.A.P.I de C.V., whose objective is the trading of urban
    real estate and the installation of communication systems.;
    3) Comercializadora y Distribuidora Milgret, S.A.P.I. de
    C.V. whose line of business is the trading of goods and real
    estate.p)
    
    On December 28, 2007, Servicios Administrativos API
    Acapulco, S.A. de C.V. was formed in the State of Guerrero,
    Mexico, to perform outsourced personnel services.  2. Changes
    in accounting policies and future accounting
    pronouncements:
  Financial Instruments:
    Disclosures Operating Segments
 F-8




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
      Presentation of
    Financial Statements
  Financial
    Instruments: Presentation and Disclosures
  Segment Reporting
    Effective forAccounting PeriodsBeginning on orTitle

Full Title of Standard or Interpretation

AfterIFRIC 11

IFRIC 11 IFRS 2  Group and Treasury Share Transactions

March 1, 2007IFRIC 14

IAS 19  The Limit on a Defined Benefit Asset,
    Minimum
    Funding Requirements and their Interaction

January 1, 2008IFRIC 12

Service Concession Arrangements

January 1, 2008IFRIC 13

Customer Loyalty Programs

July 1, 2008IAS 23

Borrowing Costs

January 1, 2009IAS 1

Presentation of Financial Statements

January 1, 2009IFRS 2

Amendment to IFRS 2 Share-based Payment: Vesting
    Conditions and Cancellations

January 1, 2009IAS 32 and IAS 1

Amendments to IAS 32, Financial Instruments:Presentation and IAS 1, Presentation of Financial
    Statements entitled Puttable Financial Instruments andObligations Arising on Liquidation

January 1, 2009IFRS 3

Business Combinations (Revised 2008)

July 1, 2009IAS 27

Consolidated and Separate Financial Statements

July 1, 2009    F-9




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Structure of
    the 2008 Improvements
          Standard Affected

Subject of AmendmentIFRS 5 Non-current Assets Held for Sale and Discontinued
    Operations

Plan to sell the controlling interest in a subsidiaryIAS 1 Presentation of Financial Statements

Current/non-current classification of derivativesIAS 16 Property, Plant and Equipment

Recoverable amount
    Sale of assets held for rentalIAS 19 Employee Benefits

Curtailments and negative past service cost
    Plan administration costs
    Replacement of term fall due Guidance on contingent
    liabilitiesIAS 20 Accounting for Government Grants and Disclosure of
    Government Assistance

Government loans with a below-market rate of interestIAS 23 Borrowing Costs

Components of borrowing costsIAS 27 Consolidated and Separate Financial Statements

Measurement of subsidiary held for sale in separate financial
    statementsIAS 28 Investments in Associates

Required disclosures when investments in associates are
    accounted for at fair value through profit or loss Impairment of
    investment in associateIAS 31 Interests in Joint Ventures

Required disclosures when interests in jointly controlled
    entities are accounted for at fair value through profit or lossIAS 29 Financial Reporting in Hyperinflationary Economies

Description of measurement basis in financial statementsIAS 36 Impairment of Assets

Disclosure of estimates used to determine recoverable amountIAS 38 Intangible Assets

Advertising and promotional activities Unit of production method
    of amortisationIAS 39 Financial Instruments: Recognition and Measurement

Reclassification of derivatives into or out of the
    classification of at fair value through profit or loss
    Designating and documenting hedges at the segment level
    Applicable effective interest rate on cessation of fair value
    hedge accountingIAS 40 Investment Property

Property under construction or development for future use as
    investment propertyIAS 41 Agriculture

Discount rate for fair value calculations Additional biological
    transformation  F-10




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    First-time
    Adoption of International Financial Reporting Standards Consolidated and Separate Financial Statements Cost of an Investment in a Subsidiary, Jointly
    Controlled Entity or Associate
    
    the introduction of a deemed cost exemption into
    IFRS 1 for first-time adopters of IFRS when measuring the cost
    of an investment in a subsidiary, jointly controlled entity or
    associate;
    the removal of IAS 27s requirement to deduct
    pre-acquisition dividends from the cost of an investment in
    subsidiary, jointly controlled entity or associate in profit or
    loss in the separate financial statements of the investor
    entity; and
    new requirements on accounting for the formation of a new parent.      3.
    Summary
    of significant accounting policies:  and/or
      a.
    Consolidation-  and/or
  Subsidiaries
     F-11




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Associates
        b.
    Translation-      The Effects of Changes in Foreign
    Exchange Rates
    2005


2006


2007Increase


Increase


IncreaseNet income for the year

$
1,532


$
837


$
229Total assets


3,225



1,181



318Non controlling interest


271



5



3Stockholders equity


2,954



1,176



315  F-12




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  c.
    Cash and
    cash equivalents    d.
    Restricted
    Cash      e.
    Accounts
    Receivable      f.
    Materials
    and supplies-    g.
    Concession
    rights-    h.
    Property,
    machinery and equipment, net-      i.
    Prepaid
    expenses-   F-13




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  j.
    Goodwill-    k.
    Deferred
    income tax and corporate flat tax-          l.
    Employees
    statutory profit-sharing-    m.
    Borrowings-    n.
    Pensions
    and seniority premiums-      o.
    Revenue
    recognition-     F-14




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    p.
    Impairment
    of intangible assets and long-lived assets-    q.
    Leases-      r.
    Minority
    interest-    s.
    Segments-      t.
    Non-current
    assets held for sale-    u.
    Use of
    estimates-   F-15




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  v.
    Share
    capital-      w.
    Obligations
    from sale of receivables      x.
    Reclasifications-    4.
    Going
    concern:         F-16




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  5.
    Non-current
    assets available for sale and discontinued operations        ,
         F-17




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    For the ThreeMonths EndedMarch 31,2005(1)Transportation revenues

$
157,459Costs and expenses


127,726Income on transportation


29,733Other (expenses) income  Net


(1,511
)Operating income


28,222Net financing cost


(26,586
)Income before income taxes and minority interest


1,636Benefit from income taxes


1,787Income before minority interest


3,423Minority interest


(2,059
)Net income for the three months ended March 31, 2005

$
1,364   Cash Flows:Cash flows from operating activities:Net income for the three months ended March 31, 2005

$
1,364Net cash provided by (used in) operating activities


(5,156
)Net cash used in investing activities


(9,089
)Net cash used in financing activities


Net increase (decrease) in cash and cash equivalents


(14,245
)Cash and cash equivalents at January 1, 2005


14,245Cash and cash equivalents at March 31, 2005

$
     (1)
    
    Only Railroad Business    6.
    Taxes
    receivable:    2006


2007Special tax on production and services

$
162


$
161Income Tax and recoverable VAT


10,322



9,369Other


79



193$
10,563


$
9,723  F-18




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  7.
    Other
    accounts receivable:    2006


2007Services for port, maritime and other operations

$
10,926


$
14,936Insurance claims


1,911



2,521Employees


2,515



2,289Other


1,433



2,502Former stockholders of Ademsa


1,016



698$
17,801


$
22,946   8.
    Other
    current assets:    2006


2007Prepaid expenses

$
3,129


$
4,824Insurance


934



865Prepaid insurance premiums


324



430Other


38



$
4,425


$
6,119   9.
    Concession
    rights:        Estimated Useful2006


2007


Lives (years)Integral Acapulco Port Administration(1)

$
6,783


$
6,783



25Tugboats in the Port of Manzanillo(2)


2,170



2,170



88,953



8,953Accumulated amortization


(5,001
)


(5,290
)Concession rights  Net

$
3,952


$
3,663       (1)
    
    Concession is due in June 2021.(2)
    
    Concession is due in January 2015. As of January 2007 the
    concession value has been fully amortized. F-19




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
   10.
    Property,
    machinery and equipment, net:    2006Balance atBeginning of














Balance at EndYear-Net of














of Year-Net of


EstimatedAccumulated








Transfers





Accumulated


Useful LifeDepreciation


Adittions


Disposals


and Others


Depreciation


Depreciation


(Years)Vessels

$
89,507


$
124,348


$



$
5,831


$
12,107


$
207,579



25Dry - docks:(major vessel repairs)


1,641



2,967







2,408



983



6,033



2.5Buildings and installations


11,045











631



1,007



10,669



20 y 25Warehousing equipment


92











1,181



23



1,250



10Computer equipment


304



137







91



176



356



3 y 4Terminal equipment


1,486



19







185



412



1,278



10Ground transportation equipment


14,796



8,377



367



(1,869
)


1,269



19,668



4.5 y 10Other equipment


1,519



407







494



325



2,095120,390



136,255



367



8,952



16,302



248,928Land


14,070



306



381



121







14,116Construction in progress


31,357



17,786



22,886
(1)


(6,490
)






19,767$
165,817


$
154,347


$
23,634


$
2,583
(2)

$
16,302


$
282,811   F-20




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  2007Balance at














Balance atBeginning of














End of Year-Year-Net of














Net of


EstimatedAccumulated








Transfers





Accumulated


Useful LifeDepreciation


Adittions


Disposals


and Others


Depreciation


Depreciation


(Years)Vessels

$
207,579


$
41,494


$
72


$
330


$
14,352


$
234,979



25Dry - docks:(major vessel repairs)


6,033



5,221







(741
)


4,452



6,061



2.5Buildings and installations


10,669



560







2,781



1,022



12,988



20 y 25Warehousing equipment


1,250



57







83



246



1,144



10Computer equipment


356



206







29



207



384



3 y 4Terminal equipment


1,278



814



302



223



382



1,631



10Ground transportation equipment


19,668



2,668



4,482



22,188



2,307



37,735



4.5 y 10Other equipment


2,095



77



2



(341
)


393



1,436248,928



51,097



4,858



24,552



23,361



296,358Land


14,116











9,422







23,538Construction in progress


19,767



49,643



4,825



(33,422
)






31,163$
282,811


$
100,740


$
9,683


$
552


$
23,361


$
351,059     (1)
    
    Includes $19.3 million impairment of long-lived assets, and
    $3.6 million of fiduciary rights cancellation(2)
    
    Includes assets from the acquisition of subsidiaries for
    $2.5 million and $0.1 million of translation
    adjustment from subsidiaries functional currency change.    11.
    Prepaid
    expenses and other:    2006


2007Guarantee deposit

$
812


$
945Prepaid expenses


2,221



2,616Other share investments(1)


440



1,995Derivative from interest rate hedging






957$
3,473


$
6,513     (1)
    
    Includes investments in non-controlled companies. F-21




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
   12.
    Investments
    in associates:    Percentage ofOwnership


2006


2007Seglo, S.A. de C.V.


39
%

$
3,859


$
4,660Procesos Operativos de Materiales, S.A. de C.V.


39
%


23



35$
3,882


$
4,695   13.
    Intangible
    assets:    2006Balance at














Balance atBeginning of














End of


EstimatedYear  Net of








Transfers


Amortization /


Year  Net of


UsefulAccumulated








and


Impairment


Accumulated


LifeAmortization


Adittions


Disposals


Cancellations


Test


Amortization


(Years)Software

$
21


$
998


$



$
(603
)

$
22


$
394



3 y 5Goodwill






10,425















10,425Trademarks(1)


9,000



















9,000$
9,021


$
11,423


$



$
(603
)

$
22


$
19,819   2007Balance at














Balance atBeginning of














End of


EstimatedYear  Net of








Transfers


Amortization /


Year  Net of


UsefulAccumulated








and


Impairment


Accumulated


LifeAmortization


Adittions


Disposals


Cancellations


Test


Amortization


(Years)Software

$
394


$
456


$



$
307


$
764


$
393



3 y 5Goodwill (Ademsa)(1)


10,425



















10,425Goodwill (ACM)(2 )






8,057















8,057Trademarks(3)


9,000



















9,000Non compete agreement(4)






10,300















10,300



5$
19,819


$
18,813


$



$
307


$
764


$
38,175     (1)
    
    This goodwill arises from the business combination of Ademsa as
    the acquiree (See Note 1f). The customer relationship
    intangible asset was not recognized separately from goodwill in
    view that its fair value could not be measured reliably.(2)
    
    This goodwill arises from the Auto Hauling assets business
    acquisition in 2007.(3)
    
    On December 31, 2004, Grupo TMM acquired 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 minority interest amount.
    As described in Note 1a), Grupo TMM acquired such minority
    interest and therefore the trademark rights are now classified
    within Intangible assets.(4)
    
    A stockholder with significant influence in the business
    decision making of Grupo TMM decided to sell her interest. In
    view that this individual had also 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 F-22




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  November 20, 2007, to enter into a non compete agreement
    for a 5 years period with this individual. It is important
    to mention that there is a significant penalty in case of no
    compliance with the non compete agreement.  14.
    Debt:    2006


2007Net Borrowings


Net BorrowingsShort-term portion of long-term debt:Trust Certificates Program (see Note 16)

$



$
7,240DVB Bank América(4)






6,500DC Automotriz Servicios(5)






1,625Natexis Banques Populaires(1)


9,955



DZ Bank(4)


7,575



Westlb LB AG(2)


4,030



Bank of Tokio Mitsubishi(2)


3,117



HSBC, S.A.(6)


555



552BBVA Bancomer, S.A.(6)


254



Santander Serfín, S.A.(6)


226



Interest payable


1,843



1,870$
27,555


$
17,787   2006


2007Net Borrowings


Net BorrowingsLong-term debt:Trust Certificates Program (see Note 16)

$



$
253,522DVB Bank América(4)






39,983DC Automotriz Servicios(5)






9,724Natexis Banques Populaires(1)


46,025



Westlb LB AG(2)


41,031



Bank of Tokio Mitsubishi(2)


29,620



New Notes due 2007(3)






DZ Bank(4)


24,725



$
141,401


$
303,229     (1)
    
    In July 2005, Grupo TMM entered into two credit agreements to
    acquire two tanker vessels (Amatlán II and Choapas
    II), in the amount of $42.3 million at an average fixed
    rate of 7.8% for Amatlán II, and of $26 million at an
    average fixed rate of 8.0% for Choapas II, both with quarterly
    installments of principal and interest and a due date of
    August 15, 2010. In connection therewith, the Company
    established two trusts per each vessel; the first one is
    directed to secure revenue and debt repayment after obtaining
    the right to collect from PEMEX the services rendered; and the
    second one is directed to secure the vessel as collateral.   F-23




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  (2)
    
    In February 2006, Grupo TMM (through Marmex Offshore, S.A. de
    C.V., a subsidiary  see Note 1) entered
    into two loan agreements to finance the purchase of 8 offshore
    vessels (Isla Arcas, Isla Azteca, Isla Guadalupe, Isla Colorada,
    Isla Creciente, Isla de Cedros, Isla Miramar and Isla Verde). In
    August and September 2006, the Company amended and supplemented
    one of these loan agreements to finance the purchase of an
    additional 2 offshore vessels (Isla Arboleda and Isla del Toro).
    The first three vessels (Isla Arcas, Isla Azteca and Isla
    Guadalupe) were financed through a single $19.8 million
    facility with a fixed rate of 8.12% maturing February 27,
    2013; the next five vessels (Isla Colorada, Isla Creciente, Isla
    de Cedros, Isla Miramar and Isla Verde) were financed through a
    $31.9 million facility with an initial rate of 8.17%
    (comprised of a senior loan priced at Libor plus 200 basis
    points and a junior loan priced at 15.0% fixed) and maturing on
    February 27, 2013. In addition, the Isla Arboleda and Isla
    del Toro were financed with an addition of $4.9 million and
    $25.4 million, respectively, to this last facility, and
    with an initial rate of 8.58% and 8.53%, respectively (comprised
    of a senior loan priced at Libor plus 200 basis points and
    a junior loan priced at 15.0% fixed). Both additions also mature
    on February 27, 2013. The facilities described above have a
    schedule of repayment of principal and interest on a quarterly
    basis. In connection therewith, the Company established two
    trusts per each loan facility: the first one is directed to
    secure revenue and debt repayment after obtaining the right to
    collect the services rendered to PEMEX Exploration and PEMEX
    Refining, and other clients; and, the second one is directed to
    secure the vessels as collateral.    (3)
    
    The 2003 notes represented ten-year instruments bearing 9.50%
    annual interest (9.25% annually up to November 14,
    2000) through May 15, 2003. On such date, the Company
    defaulted on its obligation to pay the principal amount and
    accrued unpaid interest on the 2003 notes, and the accrued
    unpaid interest on its 2006 notes. As a result, the Company
    began negotiations with a representative committee of holders of
    2003 and 2006 notes.         F-24




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  payment-in-kind
      (4)
    
    On February 2006, Grupo TMM (through Newmarmex, S.A. de C.V.
    Newmarmex  See Note 1) entered
    into a $18.0 million loan facility for the financing of
    twelve offshore vessels (Isla Arena, Isla Ballena, Isla Clarion,
    Isla Coronado, Isla Cozumel, Isla de Lobos, Isla del Carmen,
    Isla Montague, Isla Passavera, Isla Pelicano, Isla Tiburon and
    Marmex III) at a fixed rate of 11.92% and maturing on
    February 16, 2010. On April 2006, Grupo TMM (through Marmex
    International Services, S.A. de C.V. MIS 
    See Note 1) entered into a $21.8 million loan
    facility for the financing of one offshore vessel (Isla Grande)
    at a fixed rate of 8.5% and maturing on April 15, 2013.          (5)
    
    On July 19, 2007, the Company through its subsidiary Lacto
    Comercial Organizada, S.A. de C.V. (Lacorsa) entered
    into a Mexican peso-denominated loan facility in the amount of
    $11.5 million with a variable interest rate of 91 days
    TIIE (Mexicos interbank equilibrium interest rate) plus
    200 basis points, to acquire a service contract with DC
    Automotriz Servicios, S. de R.L. de C.V., and operating Auto
    Haulage assets. The loan facility F-25




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  is payable in 84 consecutive monthly instalments, commencing in
    January 2008, and maturing in December 2014.(6)
    
    On December 2006, Grupo TMM acquired 100% of the capital stock
    of Ademsa  See Note 1f). At such time, Ademsa
    had three outstanding Mexican peso-denominated loans:          Covenants-
        2006


2007Net Borrowings


Net BorrowingsMaturity2008

$
24,1042009


23,083


$
21,8732010


35,165



20,5402011


9,664



20,1232012


9,664



45,0912013 and thereafter


39,721



195,602$
141,401


$
303,229  F-26




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    2006


2007Book


Fair


Book


FairValue


Value


Value


ValueShort-term debt:Fixed-rate

$
17,147


$
17,147


$
13,740


$
13,740Variable-rate


8,591



8,591



2,177



2,177Transaction costs


(26
)










Interest payable


1,843







1,870



$
27,555


$
25,738


$
17,787


$
15,917   2006


2007Book


Fair


Book


Fairvalue


value


value


valueLong-term debt:Fixed rate

$
81,991


$
81,991


$
42,500


$
42,500Variable rate


59,410



59,410



277,605



277,605Transaction costs










(16,876
)


$
141,401


$
141,401


$
303,229


$
320,105   15.
    Obligations
    from sale of receivables:             F-27




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
      2006


2007Serie 2006

$
200,000


$
200,000Payments


(4,846
)


(69,099
)Outstanding balance


195,154



130,901Interest payable


1,756



1,178Transaction cost


(7,566
)


(5,254
)Current portion


(16,727
)


(13,463
)Obligation for the sale of long-term accounts receivable

$
172,617


$
113,362     2006


2007Debt  Net


Debt  NetMaturity2007

$
16,727


$
2008


16,909



12,2852009


19,145



13,9082010


64,751



47,0402011


77,622



31,4082012






26,260$
195,154


$
130,901   Covenants
    16.
    Trust
    certificates program:     F-28




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
          2007Series 2007

$
275,121Payments


275,121Interest payable


1,261Transaction cost


(14,359
)Current portion


(8,501
)Trust Certificates, long-term

$
253,522     2007Debt  NetMaturity2008

$
7,2402009


14,4802010


14,4802011


14,4802012


14,4802013 to 2027


209,961$
275,121   17.
    Convertible
    notes:   F-29




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
              18.
    Balances
    and transactions with related parties:    2006


2007(*)Accounts receivable:Seglo Operaciones Logísticas(1)

$
62


$
29$
62


$
29     (*)
    
    The accounts receivable and payable due from or due to related
    parties were driven by the services disclosed in the
    transactions with related parties.(1)
    
    Seglo Operaciones Logísticas, S.A. de C.V. is a 50% jointly
    controlled interest by Grupo TMM carrying out supply and
    logistics operations for the automotive industry. F-30




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
     2005


2006


2007Income:Management fee(1)

$
137


$
196


$
231Expense:Administrative services(2)


2,977



2,843



2,723Fees(2)


84



101



99Personnel on board items(3)


116







     (1)
    
    Includes management fees billed by Grupo TMM S.A.B. and
    Servicios Corporativos TMM, S.A. de C.V. to Seglo S.A. in the
    amount of $46, $66 and $57, for the years ended
    December 31, 2005, 2006 and 2007, respectively. Also
    includes Seglo Operaciones Logisticas, S.A. de C.V. invoicing to
    Seglo S.A. de C.V. in 2005, 2006 and 2007 for $79, $37 and $84,
    respectively.(2)
    
    A transaction between Seglo Operaciones Logísticas, S.A. de
    C.V. and Seglo S.A. de C.V.(3)
    
    Personnel in Marmex from Seacor Marine LLC.    2005


2006


2007Short-term employee benefitsSalaries

$
4,809


$
5,670


$
6,365Social security costs


876



89



83$
5,685


$
5,759


$
6,448   19.
    Accrued
    expenses:  At December 31, 2006 and 2007, accrued expenses are
    analyzed as follows:   2006


2007Taxes payable

$
9,386


$
17,067General expenses


8,989



11,477Operational expenses


16,793



8,603Salaries and wages


2,038



2,319Purchased services


407



464Other


227



197$
37,840


$
40,127   20.
    Other
    long term liabilities:    2006

2007Tax on dividends

$
4,384


$
4,384  F-31




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    21.
    Stockholders
    equity:  Capital
    stock
      Dividends
        Purchase
    of common stock for treasury
   F-32




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  22.
    Other
    (expenses) income  net:    2005


2006


2007Taxes recovered, net of (expenses) incurred

$
453


$
(55
)

$
5,811Gain on sale of subsidiaries (Note 1)


3,520







4,975Expenses incurred on corporate restructuring:






Officers dismissals










(7,049
)Outside consulting










(3,353
)Reserve for BIMMSA contingencies


(39
)






Lease equipment excess










(3,390
)Sale of non productive assets










(1,289
)Goodwill impairment


(3,276
)






Impairment of long-lived assets






(21,262
)


Negative goodwill write-off


355







Provision for SSA management fees


(1,348
)


(1,530
)


(292
)Provision for labor contingencias






(1,080
)


Other  Net


(687
)


(139
)


231$
(1,022
)

$
(24,066
)

$
(4,356
)   23.
    Income
    tax, asset tax, corporate flat tax, and tax loss
    carryforwards:  Income
    tax
           F-33




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##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
      2005


2006


2007Current income tax

$
(460
)

$
(1,076
)

$
(4,188
)Deferred income tax


63,186



29,288



5,201Net Benefit


62,726



28,212



1,013Asset tax


(705
)


(397
)


(169
)Benefit for income taxes

$
62,021


$
27,815


$
844     2005


2006


2007Loss before income taxes

$
(85,892
)

$
(68,760
)

$
(29,193
)Income tax at 30% in 2005, 29% in 2006 and 28% in 2007


25,768



19,940



8,174Increase (decrease) resulting from:Difference in depreciation and amortization


3,756



(19,365
)


(2,679
)Materials and supplies


(359
)


7



(416
)Inflationary effects on monetary assets and
    liabilities  net


(6,524
)


(2,450
)


(2,912
)Taxable income from the vessel revenue securitization program










(93,694
)Inflationary effects related to indexing and exchange rate
    devaluation on tax loss carryforwards  net


(19,879
)


48,528



28,898Provisions and allowances for doubtful accounts


(16,263
)


(3,163
)


4,699Sale of assets


2,940



367



507Valuation allowance on tax loss carryforwards


(58,399
)


(15,699
)


58,937Non-taxable revenue


7,800



791



2,079Sale of shares


128,655



(390
)


1,282Non deductible expenses


(8,479
)


(3,956
)


(3,079
)Change in tax rates


2,812



3,252



(362
)Other  net


193



(47
)


(590
)Net income tax benefit

$
62,021


$
27,815


$
844    F-34




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    2006


2007Tax loss carryforwards

$
283,161


$
234,437Valuation allowance


(147,220
)


(88,283
)135,941



146,154Income tax paid on dividends


364



Inventories and provisions, net


4,710



5,655Concession rights and property, machinery and equipment


(28,182
)


(35,991
)Net deferred tax assets

$
112,833


$
115,818     Asset
    tax
    Corporate
    flat tax (IETU)
          a)
    If the amount of the IETU exceeds Income Tax of the same period,
    the Company will pay IETU. Pursuant to the foregoing, the
    Company will reduce Income Tax paid in the same period from the
    IETU of the period.b)
    If the IETU is less that Income Tax of the same period, the
    company will not pay IETU in the period. F-35




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
   c)
    If the IETU base is negative due to deductions that exceed
    taxable income, there will be no IETU due. In addition, the
    amount of that base multiplied by the IETU rate results in a
    IETU credit that can be offset against Income Tax of the same
    period or, if applicable, against the IETU of subsequent periods.  Tax loss
    carryforwards
    Inflation-IndexedAmounts up to JuneYear in Which Loss

2007, in Thousands of

Year ofArose

US Dollars

Expiration2004


11,619


20142005


652,655


20152005


559


20152006


48,484


20162007


1,275


2016$714,592   24.
    Financial
    information by segment:   F-36




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    EliminationBetweenSpecialized





Ports and


Railroad


SegmentsMaritime


Logistics


Terminals


Division


and Shared


TotalDecember 31, 2005

Division


Division


Division


(*)


Accounts


ConsolidatedTransportation revenues

$
159,575


$
108,403


$
38,853


$
170,088


$
(12,861
)

$
464,058Costs and expenses


(129,523
)


(107,260
)


(35,625
)


(117,925
)


(4,475
)


(394,808
)Depreciation and amortization


(7,887
)


(2,193
)


(2,266
)


(22,431
)


(22
)


(34,799
)Income on transportation

$
22,165


$
(1,050
)

$
962


$
29,732


$
(17,358
)

$
34,451Costs, expenses and income not allocated






















136,853Net gain for the year attributable to equity holders of Grupo
    TMM, S.A.B.





















$
171,304Total assets by segment

$
254,178


$
96,952


$
67,637


$



$



$
418,767Shared assets


















374,359



374,359Total assets

$
254,178


$
96,952


$
67,637


$



$
374,359


$
793,126Total liabilities by segment

$
62,665


$
39,938


$
1,605


$



$



$
104,208Shared liabilities


















552,172



552,172Total liabilities

$
62,665


$
39,938


$
1,605


$



$
552,172


$
656,380Total capital expenditures by segment

$
92,137


$
11,657


$
1,329


$
43,339


$



$
148,462Shared non-cash transactions


















3,948



3,948Total non-cash transactions

$
92,137


$
11,657


$
1,329


$
43,339


$
3,948


$
152,410     (*)
    
    For the three months ended March 31, 2005.  F-37




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  EliminationBetweenSpecialized





Ports and


SegmentsMaritime


Logistics


Terminals


and Shared


TotalDecember 31, 2006

Division


Division


Division


Accounts


ConsolidatedTransportation revenues

$
146,425


$
93,890


$
8,121


$
(288
)

$
248,148Costs and expenses


(101,641
)


(94,511
)


(5,684
)


(18,646
)


(220,482
)Depreciation and amortization


(13,434
)


(1,814
)


(1,050
)


(234
)


(16,532
)Income on transportation

$
31,350


$
(2,435
)

$
1,387


$
(19,168
)

$
11,134Costs, expenses and income not allocated


















58,774Net gain for the year attributable to equity holders of Grupo
    TMM, S.A.B.

















$
69,908Total assets by segment

$
450,639


$
125,604


$
62,801


$



$
639,044Shared assets














(3,588
)


(3,588
)Total assets

$
450,639


$
125,604


$
62,801


$
(3,588
)

$
635,456Total liabilities by segment

$
276,377


$
93,217


$
273


$



$
369,867Shared liabilities














74,245



74,245Total liabilities

$
276,377


$
93,217


$
273


$
74,245


$
444,112Total capital expenditures by segment

$
159,430


$
22,237


$
1,099


$



$
182,766Shared non-cash transactions














1,536



1,536Total non-cash transactions

$
159,430


$
22,237


$
1,099


$
1,536


$
184,302   EliminationBetweenSpecialized





Ports and


SegmentsMaritime


Logistics


Terminals


and 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
)Income on transportation

$
44,060


$
(3,355
)

$
1,382


$
(18,390
)

$
23,697Costs, expenses and income not allocated


















(90,769
)Net gain for the year attributable to equity holders of Grupo
    TMM, S.A.B.

















$
(67,072
)Total assets by segment

$
424,212


$
121,066


$
31,502


$



$
576,780Shared assets














85,394



85,394Total assets

$
424,212


$
121,066


$
31,502


$
85,394


$
662,174Total liabilities by segment

$
430,485


$
138,445


$
3,987


$



$
572,917Shared liabilities














(29,605
)


(29,605
)Total liabilities

$
430,485


$
138,445


$
3,987


$
(29,605
)

$
543,312Total capital expenditures by segment

$
56,874


$
44,765


$
911


$



$
102,550Shared non-cash transactions














1,961



1,961Total non-cash transactions

$
56,874


$
44,765


$
911


$
1,961


$
104,511  F-38




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  25.
    Employee
    obligations:        2005


2006


2007Labor cost

$
442


$
135


$
145Financial cost


1,044



188



757Return on plan assets


(182
)


(170
)


(163
)Amortization of the transitory obligation and variations in
    assumptions






28



(126
)Net period cost

$
1,304


$
181


$
613     2005


2006


2007Labor cost

$
334


$
464


$
548Financial cost


249



426



537Amortization of the transitory obligation and variations in
    assumptions


187



135



210Net period cost

$
770


$
1,025


$
1,295       2006


2007Defined benefit obligation (DBO)

$
8,982


$
9,179Plan assets


(1,905
)


(4,210
)Unamortized transition amount


314



21Reserve for pensions and seniority premiums

$
7,391


$
4,990  F-39




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    2006


2007Defined benefit obligation at beginning of year

$
8,797


$
8,982Labor cost


135



145Financial cost


750



680Benefits paid


(936
)


(1,058
)Other


(28
)


(22
)Actuarial loss (gain)


264



452Defined benefit obligation at end of year

$
8,982


$
9,179     2006


2007Fair value of plan assets at beginning of year

$
1,963


$
1,905Return on plan assets


170



163Plan contributions


0



3,443Benefits paid


(135
)


(912
)Actuarial loss (gain)


(93
)


(389
)Fair value of plan assets at end of year

$
1,905


$
4,210     2006


2007DBO

$
6,858


$
8,446Amortizable transition assets


(886
)


(939
)Reserve for termination of the working relationship

$
5,972


$
7,507     2006


2007Defined benefit obligation at beginning of year

$
5,650


$
6,858Labor cost


510



548Financial cost


431



533Benefits paid


(74
)


(685
)Other


137



(142
)Actuarial loss (gain)


204



1,334Defined benefit obligation at end of year

$
6,858


$
8,446  F-40




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    2006


2007Reserve for obligations at beginning of year

$
11,233


$
13,363Net period cost


1,206



1,908Modifications to the plan


(2,687
)


Personnel turnover


421



47Plan contributions






(3,443
)Benefits paid


(443
)


(855
)Employee indemnity provision recognized in capital directly


3,633



1,477Reserve for obligations at end of year

$
13,363


$
12,497           26.
    Net
    Income (loss) per share:    2005


2006


2007Net income (loss) for the year

$
171,304


$
69,908


$
(67,072
)Weighted average number of shares outstanding (thousands)


56,963



56,963



56,962Basic gain/(loss) per share attributable to Grupo

$
3.007


$
1.227


$
(1.177
)   27.
    Commitments
    and contingencies:  a)
    Commitments:  Concession
    Duties
   F-41




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Leases
    and charters
      Year

2006


20072007


46,962



2008


31,605



52,3982009


8,098



13,5322010






4,8362011






1,047$
86,665


$
71,813       Year

2006


20072007


3,181



2008


3,922



4,3692009


3,605



4,0642010


3,068



3,4752011


2,282



2,6112012 and thereafter


3,526



4,077$
19,584


$
18,596   b)
    Contingencies:  I)
    SSA
    Claims-      II)
    Refined
    Product Services (RPS) Claim.     F-42




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    III)  Mutual
    claims between TMM and Worldwide Services, Ltd
    (WWS)
      IV)
    Other
    legal proceedings      28.
    Financial
    risk management, objectives and policy:           F-43




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Fair
    value of financial instruments
      ,
  Cash flow
    risk
    ,
  Foreign
    currency risk
     F-44




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    2006


2007Assets in Mexican pesos

$
50,035


$
88,458Assets in other currencies


384



411Liabilities in Mexican pesos


(47,453
)


(335,438
)Liabilities in other currencies


(338
)


(258
)$
2,628


$
(246,827
)   , ,
  Commodity
    prices risk
    Interest
    rates risks
  ,
    Credit
    risk
      Risk
    concentration
     F-45




---



##### Table of Contents



Grupo
    TMM, S.A.B. and Subsidiaries
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Liquidity
    risk
    Capital
    management
    29.
    Subsequent
    events:  Vessels
    acquisition and loan facilities
    2008-2010.
  Trust
    certificates program
   F-46




---



##### Table of Contents



ITEM 19.
    EXHIBITS    ExhibitNo.

Exhibit1
.1

Bylaws of Grupo TMM, S.A. (now Grupo TMM, S.A.B.), together with
    an English translation, as registered with the Public Registry
    of Commerce on September 26, 2002 (incorporated by
    reference to Exhibit 1.1 of the Annual Report on
    Form 20-F
    for the year ended December 31, 2004).1
.2*

Amended and Restated Bylaws of Grupo TMM, S.A.B., as registered
    with the Public Registry of Commerce on February 23, 2007
    (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 Deposit Agreement for Series A Ordinary
    Participation Certificate American Depositary Shares among the
    Company, Citibank, as depositary and all holders and beneficial
    owners of American Depositary Shares evidenced by the American
    Depositary Receipts issued thereunder (incorporated by reference
    to Exhibit 4.4 of the Companys Registration Statement
    on
    Form F-4 
    Registration
    No. 333-14194).2
.3

Trust Agreement, dated November 24, 1989 (the
    CPO Trust Agreement), between Nacional
    Financiera, S.N.C., as grantor, and as CPO Trustee, together
    with an English translation (incorporated herein by reference to
    Exhibit 4.4 of the Registration Statement on
    Form F-1 
    Registration
    No. 33-47334).2
.4

Public Deed, dated January 28, 1992, together with an
    English translation (incorporated herein by reference to
    Exhibit 4.5 of the Registration Statement on
    Form F-1 
    Registration
    No. 33-47334).2
.5

Amended and Restated Indenture, dated as of January 25,
    2001, to the Indenture dated as of May 12, 1996, between
    the Company and The Bank of New York, as trustee (incorporated
    herein by reference to Exhibit 2.2 of TMMs Annual
    Report on
    Form 20-F
    for fiscal 2000).2
.6

Specimen Global Note representing the 2006 Notes (incorporated
    herein by reference to Exhibit 4.3 of the Registration
    Statement of
    Form F-4 
    File
    No. 333-8322).2
.7

Letter Agreement, dated as of May 22, 2002, by and between
    Citibank, N.A., as Depositary and the Company, supplementing the
    Deposit Agreement for the Series A Ordinary Participation
    Certificate American Depositary Shares (incorporated by
    reference to the Registration Statement on
    Form F-3 
    Registration
    No. 333-90710)2
.8

Irrevocable Instruction Letter, dated as of May 22,
    2002, between the Company and Citibank, as Depositary
    (incorporated by reference to the Registration Statement on
    Form F-3 
    Registration
    No. 333-90710)2
.9

Indenture by and between Grupo TMM, S.A.(now Grupo TMM, S.A.B.)
    as Issuer, the Guarantors named therein, and The Bank of New
    York, as Trustee, dated as of August 11, 2004, governing
    Senior Secured Notes due 2007 (including Form of Senior Secured
    Note due 2007) (incorporated herein by reference to
    Exhibit 2.9 of TMMs Annual Report on
    Form 20-F
    for fiscal 2005)3
.1

CPO Trust Agreement (incorporated herein by reference to
    Exhibit 4.4 of the Registration Statement on
    Form F-1 
    Registration
    No. 33-47334)4
.1

Euro-Commercial Paper Dealer Agreement, dated April 30,
    1999, between TMM and Chase Manhattan International Limited
    (CMIL), as Dealer translation (incorporated herein
    by reference to Exhibit 4.2 of TMMs Annual Report on
    Form 20-F
    for fiscal 2000)4
.2

Supplemental Dealer Agreement, dated June 18, 1999, between
    TMM and CMIL (incorporated herein by reference to
    Exhibit 4.3 of TMMs Annual Report on
    Form 20-F
    for fiscal 2000)4
.3

Issue and Paying Agency Agreement, dated April 30, 1999,
    among TMM, The Chase Manhattan Bank, London Branch, the Chase
    Manhattan Bank, New York City Office and the Chase Manhattan
    Bank Luxembourg, S.A. (incorporated herein by reference to
    Exhibit 4.4 of TMMs Annual Report on
    Form 20-F
    for fiscal 2000)4
.4

Acquisition Agreement dated as of April 21, 2003, by and
    among Kansas City Southern, KARA Sub, Inc., Grupo TMM, S.A. (now
    Grupo TMM, S.A.B.), TMM Holdings, S.A. de C.V. and TMM
    Multimodal, S.A. de C.V. (incorporated by reference to
    Exhibit 10.25 of the Registration Statement on
    Form F-4 
    Registration
    No. 333-99075
    submitted to the Securities and Exchange Commission on
    April 24, 2003) 146




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##### Table of Contents



ExhibitNo.

Exhibit4
.5

Stock Purchase Agreement dated as of April 21, 2003, by and
    among Kansas City Southern, Grupo TMM, S.A. (now Grupo TMM,
    S.A.B.) and Grupo TFM, S.A. de C.V. (incorporated by reference
    to Exhibit 10.26 of the Registration Statement on
    Form F-4 
    Registration
    No. 333-99075
    submitted to the Securities and Exchange Commission on
    April 24, 2003).4
.6

Stock Purchase Agreement dated as of April 10, 2003, by and
    among Mexico Ports & Terminals Holdings, S.A. de C.V,
    SSA Mexico, Inc., División de Negocio Especializado, S.A.
    and Inmobiliaria TMM, S.A. de C.V. (incorporated by reference to
    Exhibit 10.27 of the Registration Statement on
    Form F-4 
    Registration
    No. 333-99075
    submitted to the Securities and Exchange Commission on
    April 24, 2003)4
.7

Amended and Restated Acquisition Agreement dated as of
    December 15, 2004, by and among Grupo TMM, S.A. de C.V.
    (now Grupo TMM, S.A.B.), TMM Multimodal, S.A. de C.V., TMM
    Holdings, S.A. de C.V., Kansas City Southern, Caymex
    Transportation, Inc., KCS Finance, Inc., KCS Sub, Inc., and KARA
    Sub, Inc. (incorporated by reference to Exhibit 4.28 of the
    Annual Report on
    Form 20-F
    for the year ended December 31, 2004)4
.8

Stockholders Agreement dated as of December 15, 2004,
    by and among Kansas City Southern, Grupo TMM, S.A. de C.V. (now
    Grupo TMM, S.A.B.) and certain of Grupo TMM, S.A. de C.V.s
    (now Grupo TMM, S.A.B.) subsidiaries and affiliates
    (incorporated by reference to Exhibit 4.29 of the Annual
    Report on
    Form 20-F
    for the year ended December 31, 2004)4
.9

Registration Rights Agreement dated as of December 15,
    2004, by and among Kansas City Southern, Grupo TMM, S.A. de C.V.
    (now Grupo TMM, S.A.B.) and certain of Grupo TMM, S.A. de
    C.V.s (now Grupo TMM, S.A.B.) subsidiaries and affiliates
    (incorporated by reference to Exhibit 4.30 of the Annual
    Report on
    Form 20-F
    for the year ended December 31, 2004)4
.10

Marketing and Services Agreement dated as of December 15,
    2004, by and among TMM Logistics, S.A. de C.V., Kansas City
    Southern and TFM, S.A. de C.V. (incorporated by reference to
    Exhibit 4.32 of the Annual Report on
    Form 20-F
    for the year ended December 31, 2004)4
.11

Rail Transportation Agreement dated as of December 15,
    2004, by and between TMM Logistics, S.A. de C.V. and TFM, S.A.
    de C.V. (Containers) (incorporated by reference to
    Exhibit 4.33 of the Annual Report on
    Form 20-F
    for the year ended December 31, 2004)4
.12

Rail Transportation Agreement dated as of December 15,
2004, by and between TMM Logistics, S.A. de C.V. and TFM, S.A.
de C.V.
(RoadRailerstm)
(incorporated by reference to Exhibit 4.34 of the Annual
Report on
Form 20-F for the
year ended December 31, 2004)6
.1*

Computation of earnings per share under IFRS7
.1*

Computation of ratio of earnings to fixed charge under IFRS8
.1*

List of Main Subsidiaries12
.1*

Section 302 Certification of Chief Executive Officer12
.2*

Section 302 Certification of Chief Financial Officer13
.1*

Section 906 Certification of Chief Executive Officer13
.2*

Section 906 Certification of Chief Financial Officer     *
    
    Filed herewith. 147




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SIGNATURES
  Form 20-F
    By:
    /s/  Jacinto
    Marina Cortes      148