##### 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, 2005ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT
    TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934Date of event requiring this
    shell company
    report   Commission file
    number 333-14194
  GRUPO TMM, S.A.
 (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(Certificado de Participación Ordinario)(CPO)

New York Stock ExchangeCPOs, each representing one
    Series A Share,
    without par value (Series A Share)

New York Stock Exchange (for
    listing purposes only)Series A Shares

New York Stock Exchange (for
    listing purposes only)101/4% Senior
    Notes due 2006

New York Stock Exchange       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
    56,963,137 Series A Shares
  o þ
  o þ
  þ o
  Rule 12b-2
 Large accelerated
    filer o     Accelerated
    filer þ     Non-accelerated
    filer o
  o þ
  Rule 12b-2 o þ




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##### 



TABLE OF
    CONTENTS
  
  PagePART IITEM 1.

IDENTITY OF
    DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


3ITEM 2.

OFFER STATISTICS
    AND EXPECTED TIMETABLE


3ITEM 3.

KEY
    INFORMATION


3ITEM 4.

INFORMATION ON THE
    COMPANY


20ITEM 4A.

UNRESOLVED STAFF
    COMMENTS


40ITEM 5.

OPERATING AND
    FINANCIAL REVIEW AND PROSPECTS


40ITEM 6.

DIRECTORS, SENIOR
    MANAGEMENT AND EMPLOYEES


64ITEM 7.

MAJOR SHAREHOLDERS
    AND RELATED PARTY TRANSACTIONS


74ITEM 8.

FINANCIAL
    INFORMATION


75ITEM 9.

THE OFFER AND
    LISTING


76ITEM 10.

ADDITIONAL
    INFORMATION


79ITEM 11.

QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


89ITEM 12.

DESCRIPTION OF
    SECURITIES OTHER THAN EQUITY SECURITIES


91PART IIITEM 13.

DEFAULTS, DIVIDEND
    ARREARAGES AND DELINQUENCIES


91ITEM 14.

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


91ITEM 15.

CONTROLS AND
    PROCEDURES


91ITEM 16A.

AUDIT COMMITTEE
    FINANCIAL EXPERT


92ITEM 16B.

CODE OF
    ETHICS


92ITEM 16C.

PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


93ITEM 16D.

EXEMPTIONS FROM THE
    LISTING STANDARDS FOR AUDIT COMMITTEES


93ITEM 16E.

PURCHASE OF EQUITY
    SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS


93PART IIIITEM 17.

FINANCIAL
    STATEMENTS


93ITEM 18.

FINANCIAL
    STATEMENTS


94ITEM 19.

EXHIBITS


94EX-2.9: INDENTURE GOVERNING SENIOR
    SECURED NOTES DUE 2007EX-6.1: COMPUTATION OF EARNINGS
    PER SHAREEX-7.1: COMPUTATION OF RATIO OF
    EARNINGS TO FIXED CHARGEEX-8.1: LIST OF SUBSIDIARIESEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONEX-13.2: CERTIFICATIONIndentureComputation of Earnings Per ShareComputation of Ratio of Earnings to Fixed ChargesList of SubsidiariesSection 302 Certification of CEOSection 302 Certification of CFOSection 906 Certification of CEOSection 906 Certification of CFO




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##### Table of Contents



Introduction
  Form 20-F
  Presentation
    of Financial Information
    Forward-Looking
    Information
      
    Our ability to generate sufficient cash from operations to meet
    our obligations, including the ability of our subsidiaries to
    generate sufficient distributable cash flow and to distribute
    such cash flow in accordance with their existing agreements and
    applicable law;
    Mexican, U.S. and global economic, political and social
    conditions;
    The effect of the North American Free Trade Agreement
    (NAFTA) on the level of
    U.S.-Mexico
    trade;
    Conditions affecting the international shipping and
    transportation markets;
    Our ability to reduce corporate overhead costs;
    The availability of capital to fund our expansion plans;
    Our ability to utilize a portion of our current and future tax
    loss carryforwards (Net Operating Losses or
    NOLs);
    Changes in fuel prices;
    Changes in legal or regulatory requirements in Mexico or the
    U.S.;
    The Companys ability to collect the $47 million
    Indemnity Escrow Note (the Indemnity Escrow Note)
    from Kansas City Southern (KCS), an international
    rail operator that is publicly traded on the New York Stock
    Exchange, due 2007 and the $40 million VAT Escrow Note (the
    VAT Escrow Note) due 2010. The Indemnity Escrow Note
    and the VAT Escrow Note are subject to reduction pursuant to the
    terms listed in the Indemnity Escrow Agreement (the
    Indemnity Escrow Agreement) and the VAT Escrow
    Agreement (the VAT Escrow Agreement), respectively; 2




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##### Table of Contents




    Market and interest rate fluctuations;
    Competition in geographic and business areas in which we conduct
    our operations;
    The adverse resolution of litigation and other
    contingencies; and
    The ability of management to manage growth and successfully
    compete in new businesses; and the ability of the Company to
    repay, restructure or refinance its indebtedness.   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
     3




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##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  SELECTED
    CONSOLIDATED FINANCIAL DATA
  Year Ended
    December 31,2005


2004


2003


2002


2001($ in millions, except per share
    data)CONSOLIDATED INCOME STATEMENT
    DATA (IFRS)Transportation revenues

$
306.6


$
251.0


$
226.9


$
236.5


$
270.8Income (Loss) on
    transportation(a)


5.1



3.4



(5.1
)


(3.4
)


0.4Other (expense)
    Income  Net(b)


(1.0
)


16.3



(58.7
)


(3.5
)


(8.9
)Operating Income
    (Loss)(c)


4.1



19.7



(63.8
)


(6.9
)


(8.5
)Interest Income


5.2



1.5



8.7



1.6



9.9Interest
    Expense  Net(d)


94.7



86.9



65.3



63.8



55.7Loss Before benefit (provision) for
    Income Taxes


(85.4
)


(65.7
)


(120.4
)


(69.1
)


(54.3
)Benefit (Provision) for Taxes


61.6



(43.7
)


(6.2
)


20.9



(10.5
)Net Loss for Continuing Operations
    for the Year


(23.8
)


(109.4
)


(126.6
)


(48.1
)


(64.8
)Net Income from discontinued
    operations(e)


199.3



9.5



41.9



5.0



77.9Net Income (Loss) for the year


175.5



(99.9
)


(84.7
)


(43.2
)


13.1Attributable to Minority interest


4.2



2.7



2.0



(0.6
)


4.2Attributable to equity holders of
    the Grupo TMM, S. A


171.3



(102.6
)


(86.7
)


(42.6
)


8.9Loss per Share from continuing
    operations(f)


(0.419
)


(1.920
)


(2.222
)


(0.846
)


(3.466
)Earnings per Share from
    discontinued
    operations(e)(f)


3.500



0.166



0.736



0.087



4.168Earnings (Loss) per
    Share(f)


3.080



(1.755
)


(1.488
)


(0.759
)


0.700Earnings (Loss) attributable to
    equity holders of the Grupo TMM, S. A. per
    Share(f)


3.007



(1.800
)


(1.521
)


(0.748
)


0.477Book value per
    share(g)


2.400



11.177



12.840



15.895



67.738Weighted Average
    Shares Outstanding (000s)


56,963



56,963



56,963



56,963



18,694U.S. GAAP:Transportation revenues

$
306.6


$
251.0


$
226.9


$
236.5


$
270.8Income (Loss) on
    transportation(a)


6.9



4.4



(8.5
)


1.1



4.0Operating Income
    (Loss)(c)


7.0



23.7



(60.3
)


4.1



(6.6
)Loss Before benefit (provision) for
    income taxes, minority interest and Discontinued operations


(77.7
)


(71.4
)


(123.3
)


(53.3
)


(50.4
)Net Loss for Continuing Operations
    for the Year


(8.3
)


(114.2
)


(153.7
)


(57.8
)


(42.5
)Net Income (Loss) from discontinued
    operation(e)


119.9



(1.6
)


106.7



68.4



60.3Net Income (Loss) for the year


111.6



(115.8
)


(47.0
)


10.6



17.9Loss per share from continuing
    operations(f)


(0.146
)


(2.005
)


(2.698
)


(1.014
)


(2.271
)Earning (loss) per share from
    discontinued
    operations(e)(f)


2.105



(0.027
)


1.872



1.201



3.225Earning (Loss) per
    Share(f)


1.959



(2.032
)


(0.826
)


0.187



0.954 4




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Year Ended
    December 31,2005


2004


2003


2002


2001($ in millions, except per share
    data)BALANCE SHEET DATA (at end of
    period) (IFRS):Cash and cash equivalents

$
52.9


$
46.3


$
65.1


$
27.3


$
28.8Restricted cash


347.9



6.8



5.9



4.3



1.6Non  Current Assets
    Classified as Held For
    Sale(h)






2,080.5



2,142.2



2,347.7



2,425.5Total Current Assets


470.9



2,218.7



2,287.4



2,458.8



2,553.6Property, machinery and
    equipment-Net


165.8



80.3



75.1



90.0



157.5Concessions-Net


4.4



4.9



5.4



5.9



6.9Total Assets


793.1



2,352.0



2,466.6



2,679.7



2,797.6Liabilities directly related with
    non-current assets classified as held for
    sale(h)






1,054.6



1,139.2



1,167.4



907.8Current portion of long term
    debt(i)


35.5



26.5



421.1



200.4



67.5Long  Term
    Debt(i)


524.8



469.4



1.5



196.5



380.1Capital stock


121.2



121.2



121.2



121.2



121.2Shareholders Equity
    (Deficiency) attributable to equity holders of the Grupo TMM,
    S.A.


119.3



(49.4
)


53.2



139.9



176.9Minority equity interest in
    subsidiaries


17.4



686.0



678.2



765.5



1,089.4Total Shareholders Equity


136.7



636.7



731.4



905.4



1,266.3U.S. GAAP:Non  Current Assets
    Classified as Held For
    Sale(h)





$
2,234.2


$
2,357.6


$
2,473.8


$
2,360.8Total Assets

$
806.4



2,538.4



2,679.5



2,800.2



2,717.6Liabilities directly related with
    non-current assets classified as held for
    sale(h)






1,054.6



1,167.3



1,201.5



919.4Current portion of long term debt


35.5



26.5



426.2



200.5



73.0Long  Term Debt


547.1



511.7



1.5



202.3



380.1Shareholders Equity
    (Deficiency)


109.9



(3.2
)


112.6



159.7



129.4Minority equity interest in
    subsidiaries


17.4



778.9



793.3



818.7



1,035.7OTHER DATA (IFRS):Incremental Capital
    Investments(j)

$
145.1


$
15.3


$
9.4


$
16.1


$
38.8Depreciation and Amortization


12.7



10.3



12.4



19.6



24.0     (a)
    
    See Results of Operations Income on Transportation
    for further details.(b)
    
    Includes mainly: (i) in the year ended December 31,
    2005: credits related to recoverable taxes, a gain from the sale
    of subsidiaries, provision for the management fee to SSA Mexico,
    Inc. (SSA) and adjustment to the goodwill recorded;
    (ii) in the year ended December 31, 2004: credits
    related to recoverable taxes and loss from the sale of fixed
    assets; (iii) in the year ended December 31, 2003:
    credits related to recoverable taxes, restructuring expenses, a
    loss on the sale of subsidiaries and a loss from the sale of
    fixed assets; (iv) in the year ended December 31,
    2002: credits related to recoverable taxes offset with a
    provision for a management fee payable to Promotora Servia;
    (v) in the year ended December 31, 2001: acquisitions
    in fixed assets.(c)
    
    Includes the reclassification of income
    (expense)  net in accordance with IAS
    No. 1: Presentation of Financial Statements.(d)
    
    Interest expense, net of exchange gains and losses.(e)
    
    The results of discontinued operations represent the results of
    our Ports and Terminals operations that were sold in May 2003
    and the results of our Railroad operations that were sold in
    April 2005. See Item 5. Results of
    Operations  Discontinued Operations and
    Note 2 and Note 27 to our Financial Statements.(f)
    
    Based on the weighted average of outstanding shares during each
    period, restated to reflect the reverse stock split, which
    occurred in October 2001, prior to the merger of TMM with and
    into Grupo TMM. As of 5




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##### Table of Contents



December 31, 2003, 2004 and 2005, the number of
    Series A Shares outstanding was 56,963,137. See
    Item 4. Information on the
    Company  History and Development of the Company.(g)
    
    Book value per share: Results from dividing total
    shareholders equity by the outstanding shares at the end
    of each period.(h)
    
    See Note 2 to the Financial Statements Non-current
    asset held for sale and discontinued operations for
    further details.(i)
    
    Proceeds received as borrowings are net of transaction costs
    incurred in accordance with IAS No. 39: Financial
    Instruments Recognition and Measurement.(j)
    
    See Item 5. Operating and Financial Review and
    Prospects  Liquidity and Capital
    Resources  Capital Expenditures and
    Divestitures for further details.  GRUPO TMM
    AND SUBSIDIARIES
  SELECTED
    CONSOLIDATED OPERATING DATA
  Year Ended
    December 31,2005


2004


2003


2002


2001($ in millions)TRANSPORTATION REVENUES
    (IFRS)Mexrail
    operations(a)













$
13.3


$
54.9Ports and terminals
    operations(b)

$
38.8


$
26.6


$
21.5



21.5



27.5Maritime
    operations(c)


159.6



127.8



116.0



123.2



119.0Logistics
    operations(d)


108.4



97.6



89.5



79.1



77.4Intercompany
    revenues(e)


(0.2
)


(1.0
)


(0.1
)


(0.6
)


(8.0
)Total

$
306.6


$
251.0


$
226.9


$
236.5


$
270.8INCOME ON TRANSPORTATION
    (IFRS):(g)(h)Mexrail operations













$
0.1


$
(1.9
)Ports and terminals operations

$
1.2


$
0.4


$
0.4



1.6



4.2Maritime
    operations(f)


22.2



14.7



8.0



8.7



9.0Logistics operations


(0.9
)


4.3



2.5



4.0



6.3Shared corporate
    costs(g)


(17.4
)


(16.0
)


(16.0
)


(17.8
)


(17.2
)Total

$
5.1


$
3.4


$
(5.1
)

$
(3.4
)

$
0.4     (a)
    
    The Mexrail operations consist of The Texas Mexican Railway
    Companys operations until March 2002,when Grupo TMM sold
    its controlling interest in Mexrail.(b)
    
    Ports and terminals operations consist of Acapulco, Tuxpan,
    Shipping Agencies and Colombian companies.(c)
    
    Maritime operations primarily consist of supply ships, product
    tankers, parcel tankers and tugboats.(d)
    
    Our Logistics operations consist of trucking and intermodal
    transport, container maintenance and repair and intermodal
    terminal operations.(e)
    
    Represents intercompany transactions between segments.(f)
    
    Includes a $0.6 million profit on the sale of vessels at
    December 31, 2002 and a $2.0 million gain on the sale
    of vessels in 2001.(g)
    
    Includes restructuring expenses: In 2005: $0.1 million in
    Maritime operations, $1.2 millions in Logistics operations,
    $0.3 millions in Ports and terminals operations and
    $0.4 million in shared corporate costs. In 2004:
    $0.2 million in Maritime operations and $0.6 million
    in shared corporate costs. In 2003: $1.3 million in
    Maritime operations, $0.1 million in Logistics operations
    and $1.8 million in shared corporate costs. In 2002: 6




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$0.1 million in Maritime operations, $0.2 million in
    Logistics operations and $0.6 million in shared corporate
    costs.(h)
    
    Includes allocated administrative costs: In 2005:
    $4.0 million in Ports and terminals operations,
    $4.4 million in Maritime operations, $5.9 million in
    Logistics operations and $17.4 million in shared corporate
    costs. In 2004: $3.5 million in Ports and terminals
    operations, $4.5 million in Maritime operations,
    $5.4 million in Logistics operations and $15.9 million
    in shared corporate costs. In 2003: $3.1 million in Ports
    and terminals operations, $9.0 million in Maritime
    operations, $4.6 million in Logistics operations and
    $16.3 million in shared corporate costs. In 2002:
    $2.4 million in Ports and terminals operations,
    $10.2 million in Maritime operations, $5.9 million in
    Logistics operations, $1.1 million in The Tex-Mex Railway
    and $17.9 million in shared corporate costs. In 2001:
    $3.7 million in Ports and terminals operations,
    $9.8 million in Maritime operations, $7.8 million in
    Logistics operations, $3.1 million in the Tex-Mex Railway
    and $17.3 million in shared corporate costs. In 2000:
    $7.8 million in Ports and terminals operations,
    $8.5 million in Maritime operations, $7.9 million in
    Logistics operations, $3.8 million in The Tex-Mex Railway
    and $20.4 million in shared corporate costs.  Average
    Shares Outstanding
    Dividends
    Exchange
    Rates
      Exchange RatesEnd ofYear Ended
    December 31,

High(1)


Low(1)


Average(2)


Year(3)2001


9.98



8.94



9.34



9.172002


10.44



9.00



9.67



10.442003


11.40



10.11



10.79



11.242004


11.63



10.82



11.29



11.152005


11.40



10.41



10.89



10.63   7




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##### Table of Contents



Exchange RatesEnd ofMonthly,

High(4)


Low(4)


Average(5)


Month(6)Year 2005December


10.78



10.41



10.63



10.63Year 2006January


10.65



10.44



10.55



10.44February


10.53



10.43



10.48



10.46March


10.96



10.47



10.75



10.89April


11.16



10.85



11.05



11.09May


11.30



10.84



11.09



11.29June(7)


11.46



11.28



11.40



11.42     (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 27, 2006.      Risk
    Factors
  Risks
    Relating to our Indebtedness
  Our
    substantial indebtedness could adversely affect our financial
    condition and impair our ability to operate our business, and
    pay interest of and principal on our indebtedness
      
    limiting cash flow available for capital expenditures,
    acquisitions, working capital and other general corporate
    purposes because a substantial portion of our cash flow from
    operations must be dedicated to servicing debt;
    increasing our vulnerability to a downturn in economic or
    industry conditions;
    exposing us to risks inherent in interest rate fluctuations
    because future borrowings may be at interest rates that are
    higher than current rates, which could result in higher interest
    expenses;
    limiting our flexibility in planning for, or reacting to,
    competitive and other changes in our business; 8




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
    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 the Indenture governing the 2007 Notes; and
    limiting our ability to borrow additional money to fund our
    working capital and capital expenditures or to refinance our
    existing indebtedness, or to enable us to fund the acquisitions
    contemplated in our business plan.      Grupo
    TMM is primarily a holding company and depends upon funds
    received from its operating subsidiaries to make payments on its
    indebtedness
    (fondo de
    reserva)
      Restrictive
    covenants in our financing agreements may restrict our ability
    to pursue our business strategies
    
    incur additional indebtedness;
    create or suffer to exist liens;
    make prepayments of particular indebtedness;
    pay dividends;
    make investments; 9




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##### Table of Contents




    engage in transactions with shareholders and affiliates;
    use assets as security in other transactions;
    issue guarantees;
    create any unrestricted subsidiary;
    sell assets; and
    engage in certain mergers and consolidations or in
    sale-leaseback transactions.    We may
    be unable to successfully complete our plan of restructuring our
    debt
    We
    have to service our dollar denominated debt with revenues
    generated in pesos or other currencies, as we do not generate
    sufficient revenue in dollars from our operations to service all
    our dollar denominated debt. This could adversely affect our
    ability to service our debt in the event of a devaluation or
    depreciation in the value of the peso, or any of the other
    currencies of the countries in which we operate
    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
 10




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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
    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; 11




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##### Table of Contents




    our ability to enter into acquisitions or joint ventures 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
    Mexican
    law impacts the competitive forces in our Maritime
    Operations
  Ley de
    Navegación Ley de Navegación y Comercio
    Marítimos Ley de
    Navegación
  Downturns
    in certain cyclical industries in which our customers operate
    could have adverse effects on our results of
    operations
   12




---



##### Table of Contents



Grupo
    TMM is a party to a number of arrangements with other parties as
    joint investors in non-wholly owned subsidiaries
    Operational
    risks inherent in the transportation and logistics
    industry
    over-the-road
    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
 13




---



##### Table of Contents



Secretaría del Medio Ambiente y Recursos
    Naturales
        clean-up
     14




---



##### Table of Contents



Potential
    labor disruptions could adversely affect our financial condition
    and our ability to meet our obligations under our
    debt
    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.
     15




---



##### Table of Contents



Risks
    Relating to the Transaction with KCS
  The
    value of the investment of Grupo TMM in KCS shares will
    depend on KCS performance in the future
    KCS
    obligations under the Amended and Restated Acquisition Agreement
    are unsecured
    Registration
    of KCS shares owned by Grupo TMM
  Form 10-K Form S-3. Form S-3. Form S-3 Form 10-K
  Risks
    Relating to Mexico
  Economic
    and political developments in Mexico may adversely affect our
    business
   16




---



##### Table of Contents



Mexico
    is an emerging market economy, with attendant risks to our
    results of operations and financial condition
  1
  (Partido
    Revolucionario Institucional) (Partido Acción
    Nacional)
  Currency
    fluctuations or the devaluation and depreciation of the Peso
    could limit the ability of the Company and others to convert
    Pesos into U.S. Dollars or other currencies which could
    adversely affect our business, financial condition or results of
    operations
        1
 17




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##### Table of Contents



High
    interest rates in Mexico could increase our financing
    costs
  28-day
  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
  late-1990s,
  2001


4.40
%2002


5.70
%2003


3.98
%2004


5.19
%2005


3.33
%2006 (five months ended
    May 31)


1.01
%     Political
    events in Mexico could affect Mexican economic policy and our
    business, financial condition and results of
    operations
   18




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##### Table of Contents



Mexican
    antitrust laws may limit our ability to expand through
    acquisitions or joint ventures
  Comisión
    Federal de Competencia
  Investors
    may not be able to enforce judgments against the
    Company
    Risks
    Relating to Ownership of our Equity
  The
    protection afforded to minority shareholders in Mexico are
    different from those 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 or the holders of the
    2007 Notes
    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)
     20




---



##### Table of Contents



escisión escisión
  (sociedad anonima).
  (sociedad
    anónima) Ley General de
    Sociedades Mercantiles (212) 894-8700.
  Business
    Overview
  General
  door-to-door
  Maritime Operations.
  Ports and Terminals Operations.
  Logistics Operations. just-in-time
 21




---



##### Table of Contents



Consolidated Transportation
    RevenuesYears Ended
    December 31,2005


2004


2003($ in millions)Maritime Operations

$
159.6


$
127.8


$
116.0Ports and Terminals Operations


38.8



26.6



21.5Logistics Operations


108.4



97.6



89.5Intercompany Revenues*


(0.2
)


(1.0
)


(0.1
)$
306.6


$
251.0


$
226.9     *
    
    Represents the elimination of intercompany transactions between
    segments.  Recent
    Developments
              The
    Mexican Market
   22




---



##### Table of Contents



Mexican
    Foreign
    Trade  2003-2005(a)
  As of
    December 31,2005


2004


2003(In millions of
    dollars)Total Exports

$
213,794.1


$
189,130.0


$
164,860.3Total Imports

$
221,414.4


$
197,246.8


$
170,550.6Total Trade Flows

$
435,208.5


$
386,376.8


$
335,410.9Growth
    Rate  Exports


13.72%



14.68%



2.55%Growth
    Rate  Imports


12.50%



15.66%



1.11%Growth Rate  Total


13.10%



15.18%



1.83%Growth
    Rate  GDP(b)


2.72%



4.36%



1.30%     (a)
    
    The figures include the in-bound (maquiladora) industry.(b)
    
    The methodology for calculating Growth Rate-GDP was modified by
    the Instituto Nacional de Estadistica, Geografia e
    Informatica(INEGI) and is based on 1993 prices.        Discontinued
    Operations
        Business
    Strategy
  door-to-door
  Expansion
    of our Maritime Operations.
   23




---



##### Table of Contents



Expansion
    of our Integrated Logistics Operations.
  door-to-door
  Expansion
    of our Alliances with Leading Companies in Multimodal
    Transportation and Logistics.
    Ports
    Operations
    Reducing
    Corporate Overhead and Other Operating Costs
        Sources
    of Financing
   24




---



##### Table of Contents



Debt
    Refinancing
    Certain
    Competitive Advantages
    
    no other company offers a similar breadth and depth of services
    as a third-party logistics provider in Mexico;
    the ability to contract for the transportation of large amounts
    of cargo by sea, as well as transport by truck, enables us to
    provide value-added
    door-to-door
    service to our customers. The value of our transportation
    service is further enhanced by our ability to provide
    warehousing services for some types of cargo. This ability to
    provide integrated services gives us a competitive advantage
    over companies that provide only maritime transportation to, or
    overland transportation within, Mexico; and
    we are a Mexican-owned and Mexican-operated company, a
    distinction that allows us marketing and operational advantages
    and, in certain cases, preferential treatment in certain niche
    markets within Mexico. Mexican law provides that cabotage
    (intra-Mexican movement between ports) must be conducted by
    ships carrying the Mexican flag.  Maritime
    Operations
  and/or
  Fleet
    Management
  (1) (1)
    Number of


Total Dead


Total CubicVessel Type

Vessels


Weight Tons


Meter Capacity


BHP(*)(In thousands)


(In thousands)Offshore service vessels


23



19.7



**



4,682Product tankers


5



212.0



238.5



**Parcel tankers


4



51.9



57.5



**Tug boats


4



1.6



**



3,937Total


36



285.2



296.0  25




---



##### Table of Contents



(1)
    
    Bareboat Contract (vessel without crew).*
    
    Average Break Horse Power.**
    
    Not applicable.  Offshore
    Vessels
      Product
    Tankers
      Vessel

Year


Flag

Hull


DWT(1)


LOA


Beam


Charterer(m)


(m)Palenque


1987


Liberia


Dls(2
)


36,000



175



30


DaneborgMonte Alban


1987


Mexican


Dls(2
)


36,000



175



32


PemexPula


2003


Liberia


DH(3
)


47,800



183



32


International PoolChoapas II


1992


Mexican


DH(3
)


44,646



182



30


PemexAmatlan II


2002


Mexican


DH(3
)


45,467



182



30


Pemex     (1)
    
    Dead weight tons.(2)
    
    Double side(3)
    
    Double-hull     26




---



##### Table of Contents



Parcel
    Tankers
      Capacity
    M3Vessel

Flag

Year


LOA


Beam


Draft


DWT*


Total(m)


(m)


(m)Olmeca

Singapore


2003



130.0



22.4



12.0



15,200



16,800Maya

Singapore


2002



123.0



20.0



8.7



12,451



14,102Lacandon

Singapore


2000



124.3



22.4



9.1



12,716



14,313Chem Leo

Marshall Islands


1988



126.0



20.5



7.7



11,298



11,692Total



51,665



56,907     *
    
    Dead weight tons.  Harbor
    Towing
  10-year
  Customers
    and Contractual Arrangements
    (movement-by-movement)
   27




---



##### 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
    possibility of extension)Tuxpan

Approximately 35,000 square
    yards of waterfront

September 25, 2000

20 years (with the
    possibility of extension)Approximately
    9,500 square yards of land

April 7, 1997

20 years (with the
    possibility of extension)Stevedoring Services

August 4, 1999

10 years (with the
    possibility of extension)   Acapulco
  25-year
     28




---



##### Table of Contents



Tuxpan
      Shipping
    Agencies
    Logistics
    Operations
  just-in-time
  Automotive
    Services
  80-acre state-of-the-art end-to-end
 29




---



##### Table of Contents



Trucking
    Services
      Container
    Repair and Maintenance
    Intermodal
    Services
  door-to-door,
  TMM
    Plus
  state-of-the-art
  Operations
    with KCS
  TM ,
  Grupo
    TMMs Strategic Partners
    Business

PartnerPorts (Acapulco)

SSA Mexico, Inc.Automotive Logistic

Auto Warehousing Co.; Rolph
    Schnellecker S.A. de C.V.  30




---



##### Table of Contents



Disposition
    of Grupo TMMs interest in Grupo TFM to KCS
  General
          1 2 1 2
  Indemnity
    Escrow
    
    the Escrow Agent receiving joint written instructions from KCS
    and TMM to make such reduction, specifying the amount thereof;
    the Escrow Agent receiving written instructions from KCS to make
    such reduction, specifying the amount thereof, with a copy
    simultaneously sent to TMM, and the Escrow Agent not receiving a
    written objection from TMM within ten business days of the date
    that such instructions are received by the Escrow Agent and
    TMM; or
    the Escrow Agent receiving a final order, decree or judgment of
    a court of competent jurisdiction, or arbitration tribunal,
    accompanied by an opinion of counsel that such order, decree or
    judgment is final. 31




---



##### Table of Contents



TFM
    VAT Award; VAT Contingency Payment and VAT Escrow
      
    the Escrow Agent receiving joint written instructions from KCS
    and TMM to make such reduction, specifying the amount thereof;
    the Escrow Agent receiving written instructions from KCS to make
    such reduction, specifying the amount thereof, with a copy
    simultaneously sent to TMM, and the Escrow Agent not receiving a
    written objection from TMM within ten business days of the date
    that such instructions are received by the Escrow Agent; or
    the Escrow Agent receiving a final order, decree or judgment of
    a court of competent jurisdiction, or arbitration tribunal,
    accompanied by an opinion of counsel that such order, decree or
    judgment is final.     32




---



##### Table of Contents



Stockholders
    Agreement
        Registration
    Rights Agreement
    Form S-3 Form S-3. Form 10-K Form S-3. Form S-3 Form 10-K
  Consulting
    Agreement
   33




---



##### Table of Contents



Marketing
    Arrangements
    tm
    TM TM
 34




---



##### Table of Contents



TM TM
    Sales and
    Marketing
      Systems
    and Technology
      Competition
  Maritime
    Operations
         35




---



##### Table of Contents



Logistics
    Operations
        state-of-the-art
  Regulatory
    Framework
      (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
  Environmental
    Regulation
  Ley General de Equilibrio
    Ecológico y Protección al Ambiente Ley General de Prevención y Gestión Integral del
    Residuos
 36




---



##### Table of Contents



37




---



##### Table of Contents



Insurance
    over-the-road
   38




---



##### Table of Contents



Organizational
    Structure
    Country of


Ownership


VotingName

Incorporation


Interest


InterestAdministración Portuaria
    Integral de Acapulco S.A. de C.V.*


México



51
%


51
%Servicios Mexicanos en
    Remolcadores, S.A. de C.V.
    (Tugboats)*(1)


México



60
%


60
%Lacto Comercial Organizada, S.A.
    de C.V. (Trucking)


México



100
%


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


México



51
%


51
%Transportación Marítima
    Mexicana, S.A. de C.V. (formerly Naviera del Pacífico, S.A.
    de C.V.) (Parcel tankers)


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.


México



100
%


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


México



50
%


50
%Buques Tanque del Golfo, S.A. de
    C.V.


México



100
%


100
%Buques Tanque del Pacífico,
    S.A. de C.V.


México



100
%


100
%New Marmex, S.A. de C.V.


México



100
%


100
%Marmex Offshore, S.A. de C.V.


México



100
%


100
%     (*)
    
    Less than wholly-owned by the Company.(1)
    
    See Recent Developments  Property,
    Plant and Equipment
    Concession
    Rights and Related Assets as summarized below:
  EstimatedYears Ended
    December 31,


Useful Life2005


2004


(Years)(In thousands of
    dollars)API Acapulco

$
6,783


$
6,783



25Tugboats in the port of Manzanillo


2,170



2,170



108,953



8,953Accumulated amortization


(4,512
)


(4,024
)Concession rights and related
    assets  net

$
4,441


$
4,929  39




---



##### Table of Contents



EstimatedYears Ended
    December 31,


Useful Lives2005


2004


(Years)(In thousands of
    Dollars)Vessels

$
89,724


$
14,356


25Dry-docks (major vessel repairs)


1,641



2,148


5Buildings and installations


11,045



11,660


20 and 25Warehousing equipment


92



100


10Computer equipment


304



465


3 and 4Terminal equipment


1,486



1,901


10Ground transportation equipment


14,796



9,837


4, 5 and 10Other equipment


1,519



4,101


5120,607



44,568Land


14,070



14,268Construction in progress


31,140



21,500Total Property, Plant and
    Equipment  net

$
165,817


$
80,336   ITEM 4A.
    UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS  Executive
    Overview
  door-to-door.
      
    Reducing our corporate overhead: Over the last few years,
    we have significantly reduced our operating costs by reducing
    corporate staff headcount from 222 to 97 full-time
    equivalent positions, through the elimination of redundant
    functions and the transfer of certain employees to other
    business areas within the Company. In 2005 and after the sale of
    Grupo TFM, Logistics Operations was restructured reducing its
    personnel to their current activities. Our projections for 2006
    contemplate a reduction of approximately $5.0 million in
    corporate overhead on an annualized basis.
    Introducing cost-saving technology: We have developed an
    Internet-based information systems platform that integrates
    logistics services, thereby increasing the efficiency of our
    logistics operations. The information systems platform supports
    dedicated logistics contracts and yard management. The new
    systems platform allows our customers to access information
    regarding the location and status of their cargo via touch-tone
    telephone or computer.
    Selling our port businesses: On May 13, 2003, we
    sold our 51% interest in TMMPyT, included in our Ports and
    Terminals segment (which included our ports operations at
    Cozumel, Manzanillo, Veracruz and 40




---



##### Table of Contents



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: We are continuing to
    review alternatives to restructure our debt to extent the
    maturity thereof.
    Selling our interest in Grupo TFM to KCS: On
    April 1, 2005, we completed the sale of our interest in
    Grupo TFM to KCS. As consideration for this sale we received
    $200 million in cash, $47 million in a 5% promissory
    note that will be paid to us on June 1, 2007,
    18 million shares of KCS common stock sold on
    December 9, 2005 for $400.5 million and, an additional
    $110 million in cash and stock that were paid by KCS to us
    on March 13, 2006 after the completion of a settlement
    involving the VAT and Put lawsuits. Net proceeds received from
    this sale were used to repay remaining outstanding amounts under
    our securitization facility (as defined below) GM Put Option (as
    later defined) obligation and to repurchase a portion of our
    2007 Notes.
    Purchase of 40% Marmex stake from Seacor: In December
    2005, the Company entered into an agreement with Seacor for the
    purchase of Seacors 40 percent interest in
    Marítima Mexicana, S.A. de C.V. (Marmex), a
    joint venture company dedicated to providing maritime offshore
    services in Mexicos Gulf Coast. As part of this
    transaction, TMM also purchased five offshore vessels owned by
    Seacor and flagged the vessels Mexican, and at the same time
    converted three additional offshore vessels from leased to owned
    status. All eight vessels are working under time charter
    contracts supporting offshore oil exploration and production
    activities in the Gulf of Mexico. The aggregate cost of these
    transactions, including the purchase of Marmexs
    40 percent 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. The transaction closed March 3, 2006.
    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
    8 years.  Operating
    Results
  The following discussion should be read in conjunction with,
    and is qualified in its entirety by reference to, our Financial
    Statements and the notes thereto appearing elsewhere in this
    Annual Report. Our Financial Statements have been prepared in
    accordance with IFRS, which differ in certain respects from
    U.S. GAAP. Note 27 to the annual audited Financial
    Statements provides a description of the principal differences
    between IFRS and U.S. GAAP as they relate to us, and a
    reconciliation to U.S. GAAP of net income (loss) and total
    shareholders equity.
 41




---



##### Table of Contents



General
    Year Ended
    December 31,2005


2004


2003(In millions of
    Dollars)Consolidated Transportation
    RevenuesMaritime Operations

$
159.6


$
127.8


$
116.0Ports and Terminals Operations


38.8



26.6



21.5Logistics Operations


108.4



7.6



89.5Intercompany revenues


(0.2
)


(1.0
)


(0.1
)Total

$
306.6


$
251.0


$
226.9Income on
    TransportationMaritime Operations

$
22.2


$
14.7


$
8.0Ports and Terminals Operations


1.2



0.4



0.4Logistics Operations


(0.9
)


4.3



2.5Shared corporate costs


(17.4
)


(16.0
)


(16.0
)Total

$
5.1


$
3.4


$
(5.1
)   Discontinued
    Operations
  ,
      Income
    Statement
  Year Ended
    December 31,2005(1)


2004(1)


2003(2)(In thousands of
    Dollars)Transportation revenues

$
157,459


$
679,328


$
711,146Income on transportation

$
29,733


$
125,868


$
142,114     (1)
    
    Reflects railroad operations as discontinued operations.(2)
    
    Reflects: (i) railroad operations as discontinued
    operations and (ii) ports and terminals operations (through
    May 13, 2003) as discontinued operations. 42




---



##### Table of Contents



Transportation
    Revenues
  Year Ended
    December 31,2005(1)


2004(1)


2003(2)(In thousands of
    Dollars)Railroad Operations

$
170,088


$
699,223


$
698,528Ports and Terminals Operations










30,718Intercompany Revenues


(12,629
)


(19,895
)


(18,100
)Total

$
157,459


$
679,328


$
711,146     (1)
    
    Reflects railroad operations as discontinued operations.(2)
    
    Reflects: (i) railroad operations as discontinued
    operations and (ii) ports and terminals operations (through
    May 13, 2003) as discontinued operations.      Operating
    Income
  Year Ended
    December 31,2005(1)


2004(1)


2003(2)(In thousands of
    Dollars)Railroad Operations

$
29,733


$
125,868


$
132,006Ports and Terminals Operations










10,108Total

$
29,733


$
125,868


$
142,114     (1)
    
    Reflects railroad operations as discontinued operations.(2)
    
    Reflects: (i) railroad operations as discontinued
    operations and (ii) ports and terminals operations (through
    May 13, 2003) as discontinued operations.     43




---



##### Table of Contents



Fiscal
    Year ended December 31, 2005 Compared to Fiscal Year ended
    December 31, 2004
    Consolidated Transportation
    Revenues($ in millions)Years Ended
    December 31,Y2004 vs.% of Net





% of Net


Y20052005


Revenues


2004


Revenues


% ChangePorts and Terminals Operations

$
38.8



12.6
%

$
26.6



10.6
%


45.8
%Maritime Operations


159.6



52.0
%


127.8



50.9
%


24.9
%Logistics Operations


108.4



35.4
%


97.6



38.9
%


11.1
%Intercompany Revenues(*)


(0.2
)


(0.0
)%


(1.0
)


(0.4
)%


80.0
%Total

$
306.6



100.0
%

$
251.0



100.0
%


22.2
%     (*)
    
    Represents the elimination of intercompany transactions between
    segments.  Ports and
    Terminals Operations
    Maritime
    Operations
    Logistics
    Operations
  start-up
  Income on
    Transportation
     44




---



##### Table of Contents



Grupo TMM OperationsIncome on
    Transportation(1)(2)(3)($ in millions)Year Ended
    December 31,Y2004 vs.Y20052005


2004


% ChangePorts and Terminals Operations

$
1.2


$
0.4



200.0
%Maritime Operations


22.2



14.7



51.0
%Logistics Operations


(0.9
)


4.3



(120.9
)%Shared Corporate Costs


(17.4
)


(16.0
)


(8.8
)%Total

$
5.1


$
3.4



50
%     (1)
    
    Operating results are reported as Income on Transportation in
    our Financial Statements included elsewhere in this Annual
    Report.(2)
    
    Includes estimated allocated administrative costs. For 2005:
    $4.0 million in Ports and Terminals Operations,
    $4.4 million in Maritime operations, $5.9 million in
    Logistics Operations and $17.4 million in Shared Corporate
    Costs. For 2004: $3.5 million in Ports and Terminals
    Operations, $4.5 million in Maritime operations,
    $5.4 million in Logistics Operations and $15.9 million
    in Shared Corporate Costs.(3)
    
    Includes Restructuring Expenses. In 2005: $0.1 million in
    Maritime operations, $1.2 millions in Logistics operations,
    $0.3 millions in Ports and Terminals operations and
    $0.4 million in shared corporate costs. For 2004
    $0.2 million in Maritime operations and $0.6 million
    in Shared Corporate Costs.  Ports and
    Terminals Operations
    Maritime
    Operations
    Logistics
    Operations
   45




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##### Table of Contents



Financial
    Expenses and Income, Net
  Financial Expenses andIncome, Net($ in millions)Year Ended
    December 31,Y2004 vs.Y20052005


2004


% ChangeFinancial expenses and income, net

$
89.6


$
85.3



5.0
%     Other
    (Expenses) Income  Net
  Other (Expenses) Income, Net($ in millions)Year Ended
    December 31,Y2004 vs.Y20052005

2004

% ChangeOther (expenses) income, net

$
(1.0
)

$
16.2



(106.2
)%     Benefit
    (Provision) for Income Taxes
  Benefit (Provision) forIncome Taxes($ in millions)Year Ended
    December 31,Y2004 vs.Y20052005


2004


% ChangeBenefit (provision) for income
    taxes

$
61.6


$
(43.7
)


241.0
%     Minority
    Interest
  Minority Interest($ in millions)Year Ended
    December 31,Y2004 vs.Y20052005


2004


% ChangeMinority interest

$
4.2


$
2.7



55.6
%    46




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##### Table of Contents



Net
    Income (Loss) for the Period, attributable to equity holders of
    the Grupo TMM.
  Net Income (Loss)($ in millions)Year Ended
    December 31,Y2004 vs.Y20052005


2004


% ChangeNet Income (loss) for the period

$
171.3


$
(102.5
)


267.1
%     Fiscal
    Year ended December 31, 2004 Compared to Fiscal Year ended
    December 31, 2003
    Consolidated Transportation
    Revenues($ in millions)Years Ended
    December 31,Y2003 vs.% of Net





% of Net


Y20042004


Revenues


2003


Revenues


% ChangePorts and Terminals Operations

$
26.6



10.6
%

$
21.5



9.3
%


23.7
%Maritime Operations


127.8



50.9
%


116.0



51.1
%


10.2
%Logistics Operations


97.6



38.9
%


89.5



39.4
%


9.1
%Intercompany Revenues (*)


(1.0
)


(0.4
)%


(0.1
)


(0.2
)%


900.0
%Total

$
251.0



100.0
%

$
226.9



100.0
%


10.6
%     (*)
    
    Represents the elimination of intercompany transactions between
    segments.  Ports and
    Terminals Operations
    Maritime
    Operations
    Logistics
    Operations
  start-up
 47




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##### Table of Contents



Income on
    Transportation
      Grupo TMM OperationsIncome on
    Transportation(1)
    (2) (3)($ in millions)Year Ended
    December 31,Y2003 vs.Y20042004


2003


% ChangePorts and Terminals Operations

$
0.4


$
0.4



0.0
%Maritime Operations


14.7



8.0



83.7
%Logistics Operations


4.3



2.5



72.0
%Shared Corporate Costs


(16.0
)


(16.0
)


0.0
%Total

$
3.4


$
(5.1
)

$
166.7
%     (1)
    
    Operating results are reported as Income on Transportation in
    our Financial Statements included elsewhere in this Annual
    Report.(2)
    
    Includes estimated allocated administrative costs. For 2004:
    $3.5 million in Ports and Terminals Operations,
    $4.5 million in Maritime Operations, $5.4 million in
    Logistics Operations and $15.9 million in Shared Corporate
    Costs. For 2003: $3.1 million in Port and Terminal
    Operations, $9.0 million in Maritime Operations,
    $4.6 million in Logistics Operations and $16.3 million
    in Shared Corporate Costs.(3)
    
    Includes Restructuring Expenses. For 2004 Restructuring Expenses
    mainly include: $0.2 million in Maritime Operations and
    $0.6 million in Shared Corporate Costs. For 2003
    Restructuring Expenses mainly include: $1.3 million in
    Maritime Operations, $0.1 million in Logistics Operations
    and $1.8 million in Shared Corporate Costs.  Ports and
    Terminals Operations
    Maritime
    Operations
   48




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##### Table of Contents



Logistics
    Operations
    Financial
    Income and Expenses, Net
  Financial Income andExpenses, Net($ in millions)Year Ended
    December 31,Y2003 vs.Y20042004


2003


% ChangeFinancial income and expenses, Net

$
85.3


$
56.6



50.7
%     Other
    Income (Expenses)  Net
  Other Income(Expenses), Net($ in millions)Year Ended
    December 31,Y2003 vs.Y20042004


2003


% ChangeOther Income (expenses), net

$
16.2


$
(58.7
)


127.6
%     Provision
    for Income Taxes
  Provision forIncome Taxes($ in millions)Year Ended
    December 31,Y2003 vs.Y20042004


2003


% ChangeProvision for income taxes

$
43.7


$
6.1



616.4
%    49




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##### Table of Contents



Minority
    Interest
  Minority Interest($ in millions)Year Ended
    December 31,Y2003 vs.Y20042004


2003


% ChangeMinority interest

$
2.7


$
2.0



35.0
%     Net Loss
    for the Period attributable to equity holders of the Grupo
    TMM
  Net Loss($ in millions)Year Ended
    December 31,Y2003 vs.Y20042004


2003


% ChangeNet loss for the period

$
102.5


$
86.7



18.2
%       Critical
    Accounting Policies
      Revenue Recognition.
  Financial Statement Translations into
    U.S. Dollars.
 50




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##### Table of Contents



Financial Instruments.
  Deferred Income Taxes.
  Differences
    between IFRS and U.S. GAAP
      ($ in millions)Years Ended
    December 31,2005


2004


2003Net income (loss) For the
    period after discontinuing operationsIFRS

$
171.3


$
(102.5
)

$
(86.7
)U.S. GAAP


111.6



(115.8
)


(47.1
)Total shareholders
    equityIFRS

$
119.3


$
(49.4
)

$
53.2U.S. GAAP


109.9



(3.2
)


112.6     Recent
    Accounting Pronouncements
  IFRS
   51




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52




---



##### Table of Contents




    the accounting treatment in consolidated financial statements
    should not be dependent on the currency of the monetary
    item; and
    the accounting should not depend on which entity within the
    group conducts a transaction with the foreign operation.    U.S. GAAP
       53




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##### Table of Contents



No. 03-1 (EITF 03-1), Other-Than-Temporary EITF 03-1 Issue 03-1 other-than-temporary EITF 03-1
  No. 02-14 (EITF 02-14), EITF 02-14 EITF 02-14 states EITF 02-14 EITF 02-14
  Issue 04-8, No. 04-8 No. 04-8
  and/or
     54




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##### Table of Contents



Liquidity
    and Capital Resources
        debt-to-equity
         55




---



##### Table of Contents



Information
    on Cash Flows
    Years Ended
    December 31,2005


2004


2003($ in thousands)Operating activities

$
(355,879
)

$
(1,813
)

$
(38,692
)Investing activities


437,644



(13,904
)


126,825Financing activities


(75,183
)


(3,108
)


(50,285
)Net (decrease) increase in cash
    and cash equivalents


6,582



(18,825
)


37,848Cash and cash equivalents at
    beginning of year


46,339



65,164



27,316Cash and cash equivalents at the
    end of year

$
52,921


$
46,339


$
65,164       Our Cash
    Flows From Operating Activities
        Years Ended
    December 31,2005


2004


2003($ in thousands)Net (loss) under continuing
    operation

$
(23,871
)

$
(109,362
)

$
(126,551
)Depreciation and amortization


28,789



13,621



18,953Amortization of discount on senior
    secured debentures and commercial paper


2,419



983



1,255Provision (benefit), for deferred
    income taxes


(61,624
)


43,703



6,121(Loss) gain on sale of fixed
    assets  net


(3,697
)


(344
)


25,972(1
)Total changes in operating assets
    and liabilities


(297,895
)


49,586



35,558Net cash used in operating
    activities

$
(355,879
)

$
(1,813
)

$
(38,692
)     (1)
    
    Includes a net gain of $62.7 million on the sale of our
    interest in the ports and terminals businesses.  Our Cash
    Flows From Investing Activities
   56




---



##### Table of Contents



Our Cash
    Flows From Financing Activities
          Business
    Plan
    Maritime Operations 5-year
  Ports and Terminals Operations
  Logistics Operations
   57




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##### Table of Contents



Our
    Ability to Continue as a Going Concern
        Capital
    Expenditures and Divestitures
    Our
    Principal Capital Expenditures for the Last Three
    Years
  Years Ended
    December 31,2005(a)


2004(b)


2003(c)($ in millions)Capital Expenditures by Segment:Ports and Terminals

$
1.3


$
0.6


$
1.5Specialized Maritime


93.7



4.3



5.7Logistics


12.1



7.0



2.0Corporate


38.0



3.4



0.2Total

$
145.1


$
15.3


$
9.4     (a)
    
    In 2005, capital expenditures include: (i) Ports and
    Terminals Operations: $0.6 million in construction in
    process for the expansion and maintenance of port and terminal
    facilities and $0.7 million in other related assets;
    (ii) Maritime Operations: $87.7 million in acquisition
    of vessels and $4.4 in acquisition of shares of subsidiaries to
    minority shareholders, (iii) Logistics Operations:
    $7.8 million in construction in process and
    $4.3 million in operation equipment and fixed assets
    related ; and (iv) Corporate: $3.9 million in
    strategic corporate projects and $34.1 million acquisition
    of shares of subsidiaries to minority shareholders.(b)
    
    In 2004, capital expenditures include: (i) Ports and
    Terminals Operations: $0.3 million in construction in
    process for the expansion and maintenance of port and terminal
    facilities and $0.3 million in other related assets;
    (ii) Maritime Operations: $4.3 million in equipment
    improvements; (iii) Logistics Operations: $6.8 million
    in construction in process and $0.2 million in other fixed
    assets; and (iv) Corporate: $3.4 million in strategic
    corporate projects and other shared fixed assets.(c)
    
    In 2003, 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 $0.9 million in other related assets; 58




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##### Table of Contents



(ii) Maritime Operations: $1.7 million in construction
    in process, $1.4 million in equipment improvements,
    $2.5 million in the acquisition of vessels and
    $0.1 million in other fixed assets; (iii) Logistics
    Operations: $1.8 million in construction in process and
    $0.2 million in other fixed assets; and
    (iv) Corporate: $0.2 million in strategic corporate
    projects and other shared fixed assets.  Our
    Principal Capital Divestitures for the Last Three
    Years
  Years Ended
    December 31,2005(a)


2004(b)


2003(c)($ in millions)Capital Divestitures:Sale of shares in subsidiary

$
581.0


$



$
128.7Other assets


1.7



1.4



7.6Total

$
582.7


$
1.4


$
136.3     (a)
    
    In 2005, capital divestitures include:
    (i) $560.0 million from the sale of 51% participation
    on GTFM to KCS and $21.0 million from the sale of shares of
    other subsidiaries and (ii) $1.7 million from the sale
    of other fixed assets.(b)
    
    In 2004, capital divestitures include:
    (i) $0.6 million from the sale of vessels and
    (ii) $0.8 million from the sale of other fixed assets.(c)
    
    In 2003, capital divestitures include:
    (i) $128.7 million net from the sale of shares in our
    Ports and Terminals businesses and from the sale of another
    subsidiary, and (ii) $7.0 million from the sale of
    vessels and $0.6 million from the sale of other fixed
    assets.  Outlook
    on Capital Expenditures
    Indebtedness
  Grupo TMM
    91/2% Notes
    due 2003 and Grupo TMM
    101/4% Senior
    Notes due 2006
  1 2 pari passu
  1 4 pari passu
   59




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##### Table of Contents



Grupo TMM
    Senior Secured Notes due 2007
  payment-in-kind
    Ranking. pari passu
  Maturity Date.
  Interest. 1 2
 60




---



##### Table of Contents



1 2
    
    at least 2% per annum in cash (plus such additional cash
    interest payment as we may elect); and
    the remainder through the issuance of additional 2007 Notes with
    a principal amount equal to the interest due on such interest
    payment date which is not paid in cash or through the issuance
    of our ADSs as described below, or through a combination
    thereof; provided, that if we elect to exercise our
    option to pay a portion of the interest due on any interest
    payment date through the issuance of additional 2007 Notes or
    ADSs, the annual interest rate applicable for such interest
    payment period will be as set forth below (inclusive of any
    portion of the interest payment made in cash):    Interest Payment Date

Interest RateFebruary 1, 2006


12.00%August 1, 2006


11.00%February 1, 2007


11.50%August 1, 2007


12.00%   Senior
    Convertible Notes
    Product
    Tanker Financings
  5-year 5-year
  Other
    Debt
    Capital
    Leases
   61




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##### Table of Contents



Operating
    Leases
  Vessel,
    Transportation Equipment and Other Operating Leases
    Other
    Arrangements
  Securitization
    Facility
    The GM
    Put Option
    Trend
    Information
    state-of-the-art
     62




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Less Than








More ThanIndebtedness(1)

1 Year


1-3 Years


3-5 Years


5 Years


Total(Dollars in thousands, unless
    noted otherwise)Senior Secured Notes due
    2007(2)

$
21,207


$
487,977










$
509,184Senior Notes due 2006


2,916















2,916Product Tanker
    Financings(3)


10,672



20,188



35,819







66,679Other debt


1,663



2,248











3,911Capital leases


















Total

$
36,458


$
510,413


$
35,819


$



$
582,690   Less Than








More ThanOperating Leases
    Obligations(4)

1 Year


1-3 Years


3-5 Years


5 Years


TotalVessel, Transportation Equipment
    and Other Operating Leases

$
9,468


$
15,808


$
5,006


$
2,217


$
32,499Total

$
9,468


$
15,808


$
5,006


$
2,217


$
32,499     (1)
    
    These amounts include principal payments and accrued and unpaid
    interest as of December 31, 2005.(2)
    
    In January 2006, the Company prepaid $347.0 million of its
    outstanding 2007 Notes including approximately
    $331.0 million of principal amount and cash interest of
    approximately $16 million. The outstanding balance as of
    March 31, 2006 of our 2007 Notes was $156.9 million.(3)
    
    Debt allocated in two SPCs in connection with the financing of
    two Tanker Vessels.(4)
    
    These amounts include the minimum lease payments. 63




---



##### Table of Contents



ITEM 6.
    DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES  Directors
    and Senior Management
  Board of
    Directors
  Estatutos Sociales
    Years as aDirector orAlternateName

Principal Occupation

Director

AgeDirectorsJosé F. Serrano Segovia

Chairman of the Board and Chief
    Executive Officer of Grupo TMM


34



65Ramón Serrano Segovia

Vice-Chairman of Grupo TMM


15



59Javier Segovia Serrano

President of Grupo TMM


14



44José Luis Salas Cacho

Private Investor


2



52Ignacio Rodríguez Pullen

Attorney


3



33Lorenzo Cué Sánchez
    Navarro

Private Investor


15



39Luis Martinez Argüello

Private Investor


1



65Alternate DirectorsJosé Serrano Cuevas

Private Investor


7



25Gerardo Primo Ramírez

General Director, TMM Logistics


14



52Horacio Reyes Guzmán

Corporate Administrative and
    Planning Director of Grupo TMM


5



48Mario Mohar Ponce

Private Investor


15



57Ignacio Rodríguez Rocha

Attorney


15



69Antonio Cué Sánchez
    Navarro

Private Investor


15



36Jaime Zabludovsky Kuper

Private Investor


1



50   José
    F. Serrano Segovia
    Ramón
    Serrano Segovia
   64




---



##### Table of Contents



Javier
    Segovia Serrano
    José
    Luis Salas Cacho
    Ignacio
    Rodríguez Pullen
    Lorenzo
    Cué Sánchez Navarro
    Luis
    Martinez Argüello
    José
    Serrano Cuevas
    Gerardo
    Primo Ramírez
   65




---



##### Table of Contents



Horacio
    Reyes Guzmán
    Mario
    Mohar Ponce
    Ignacio
    Rodríguez Rocha
    Antonio
    Cué Sánchez Navarro
    Jaime
    Zabludovsky Kuper
   66




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##### Table of Contents



Executive
    Officers
    Years asYears of

ExecutiveName

Position

Service

OfficerCorporate DirectorsJosé F. Serrano Segovia

Chairman of the Board and Chief
    Executive Officer


34



14Javier Segovia Serrano

President


18



9Horacio Reyes Guzmán

Corporate Administrative and
    Planning Director


13



7Juan Fernández Galeazzi

Chief Financial Officer


10



4Juan Vergara Kuri

Human Resources Director


9
(1)


9
(1)Marcoflavio Rigada Soto

Chief Legal Officer


4
(1)


4
(1)Elvira Ruiz Carreño

Corporate Audit Director


10



3Business Unit
    DirectorsBrad Lee Skinner

General Director, TMM Logistics


15



10Eduardo Solórzano Caraza

General Director, Ports and
    Terminals


5



3Silverio Di Costanzo Pérez

General Director, Specialized
    Maritime Transportation


15



11     (1)
    
    Includes years of service as an executive officer of Grupo TFM.    Compensation
    Pension,
    Retirement or Similar Benefits
    Board
    Practices
   67




---



##### Table of Contents



Special
    Committees and Statutory Auditors
    Planning
    and Finance Committee
    
    evaluating assumptions and verifying the completion of budgetary
    and strategic plans;
    evaluating risk assessment with management;
    discussing risk assessment with management;
    reviewing investment and finance policies with
    management; and
    reporting the committees activities to the Board of
    Directors.  Evaluation
    and Compensation Committee
    
    reviewing procedures for hiring the Companys president and
    senior executive officers;
    reviewing human resources policies, including employees
    performance evaluation policies, promotions and structural
    changes to the Company; and
    presenting proposals concerning the structure and amount of
    compensation for senior executive officers.  Audit
    Committee
    
    Overseeing the accounting and financial reporting processes of
    the Company;
    Overseeing compliance with legal and regulatory requirements and
    overseeing audits of the financial statements of the Company;
    Evaluating independent internal and external auditors and
    assisting the Board in their selection (subject to approval
    by vote of the shareholders);
    Providing support to the Board of Directors of Grupo TMM in
    reviewing employees complaints concerning accounting and
    audit-related matters;
    Providing sufficient opportunity for a private meeting between
    members of internal and external audit and the Audit Committee,
    who may also request additional information from employees and
    legal counsel; and
    Providing support to the Board of Directors of Grupo TMM in
    supervising and reviewing the Companys corporate
    accounting and disclosure policies and discussing guidelines and
    policies to govern the process of risk assessment with
    management. 68




---



##### Table of Contents



Code of
    Ethics
  www.grupotmm.com
  Statutory
    Auditor
  comisario
      
    call Ordinary or Extraordinary General Shareholders
    Meetings;
    place items on the agenda for meetings of shareholders or the
    Board of Directors;
    attend meetings of shareholders, the Board of Directors, or the
    Audit Committee;
    review all of our transactions;
    inspect our accounting books and all other pertinent
    documents; and
    generally monitor our affairs.    NYSE
    Corporate Governance Comparison
  2
    2 180-day
 69




---



##### Table of Contents



Table of Contents
    NYSE Standards

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

Pursuant to the Mexican Securities
    Market Law and our bylaws, our shareholders are required to
    appoint a board of directors of between five and 20 members, 25%
    of whom must be independent within the meaning of the Mexican
    Securities Market Law, which differs from the definition of
    independent under the rules of the New York Stock Exchange.Our board of directors currently
    consists of seven members, of which four of our directors and
    four of our alternate directors are outside (i.e.
    non-management) directors. Four of our directors and four of our
    alternate directors are independent directors within the meaning
    of the Mexican Securities Market Law. Four of our directors and
    four of our alternate directors are independent directors within
    the meaning of Rule 10A-3 under the Securities Exchange Act
    of 1934, as amended.Pursuant to our bylaws,
    independent board members must be appointed based on their
    experience, ability and professional prestige, and may not own
    any of our shares or be employed by us. Our board of directors
    must meet at least every three months.A director is not independent
    if such director is:

Under Article 26 of the New
    Mexican Securities Market 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 or employee or
    officer of the company or of the entities that are part of the
    corporate group or consortium of which the company is a part, as
    well as the statutory examiner of such company (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
    important influence or authority over the company or in any of
    the entities that are a part of the corporate group or
    consortium of which the company is a part;(iii) a person who has
    received or whose immediate family member has received during
    any 12-month
    period on the last three years, more than $100,000 in direct
    compensation from the company, its parent or a consolidated
    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 control of the company; 70




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##### Table of Contents



NYSE Standards

Our Corporate Governance
    Practices(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) an important client,
    supplier, debtor or creditor (or a partner, director or employee
    thereof). A client and supplier is considered important when its
    sales to or purchases from the company represent more than 10%
    of the clients or suppliers total sales or
    purchases. A debtor or creditor is considered important whenever
    the aggregate amount of the relevant loan represents more than
    15% of the debtors, creditors or the companys
    aggregate assets;(v) an executive officer,
    or an immediate family member of an executive officer, of
    another company whose compensation committees membership
    includes, or included in the last three years, an executive
    officer of the listed company, its parent or a consolidated
    subsidiary; or(vi) an executive officer
    or employee of a company, or an immediate family member of a
    director is an executive officer of a company, that has made
    payments to, or received payments from, the listed company, its
    parent or a consolidated subsidiary for property or services in
    an amount which, in any of the last three fiscal years, exceeds
    the greater of $1 million or 2% of such other
    companys consolidated gross revenues.Immediate family
    member includes a persons spouse, parents, children,
    siblings, mothers and
    fathers-in-law,
    sons and
    daughters-in-law,
    brothers and
    sisters-in-law
    and anyone (other than domestic employees) who shares the
    persons home. Individuals who are no longer immediate
    family members due to legal separation, divorce or death (or
    incapacity) are excluded. §303A.02(b)

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

There is no similar requirement under our bylaws or applicable
    Mexican law.Executive
    Sessions.
    Non-management directors must meet regularly in executive
    sessions without management. Independent directors should meet
    alone in an executive session at least once a year.
    §303A.03

The Mexican Banking and Securities
    Commission may object to the qualification of independence of
    any board member if there is reason to believe that such person
    is subject to any of the circumstances mentioned above, within
    30 days after the notice given by the company to the
    commission as to the appointment of such person or at any time
    thereafter. 71




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NYSE Standards

Our Corporate Governance
    PracticesAudit
    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 a three-member audit committee, which is composed of
    directors appointed by the shareholders. The Mexican Securities
    Market Law requires that the president and the majority of the
    members of our audit committee be independent. Our bylaws
    require that a majority of the members of the audit committee be
    independent. Currently all members of our audit committee are
    independent as such term is defined under the Mexican Securities
    Market Law.

However, the members of our audit committee are not required to
    satisfy the NYSE independence and other audit committee
    standards that are not prescribed by Rule 10A-3.Our audit committee complies with
    the requirements of the Mexican Securities Market Law and has
    the following attributes: Our audit committee
    operates pursuant to the by-laws and pursuant to resolutions of
    the Board of Directors or the Stockholders. Pursuant to our bylaws
    and Mexican law, our audit committee submits an annual report
    regarding its activities to our board of directors. The duties of the
    audit committee include: reviewing
    and opining on all related-party transactions; recommending
    independent auditors to our board of directors; The audit
    committee is empowered to hire independent counsel and other
    advisors as it deems necessary to carry out its duties,
    including the review of related-party transactions.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

We are not required to and do not
    have a nominating/corporate governance committee. As per Mexican
    practice, the board of directors may appoint one or more Special
    Committees in order to delegate its supervisory authority. At
    least one member of each Special Committee should be an
    independent director. We maintain a Planning and Finance
    Committee that performs similar activities. We are working on
    completing and updating our corporate governance guidelines to
    align them with U.S. standards.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 have a Compensation Committee,
    the members of which are independent board members. Mexican
    regulations provide that the compensation committee can be
    composed of three to seven members, of which at least one should
    be independent.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 of any equity compensation
    plans. 72




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NYSE Standards

Our Corporate Governance
    PracticesCode 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
      30-year (certificados de participación ordinarios no
    amortizables)
 73




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##### Table of Contents



ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  Major
    Shareholders
    Actual OwnershipSeries A








Beneficial OwnershipOwner

Shares


ADSs


Total


Amount


PercentJosé F. Serrano
    Segovia(a)


4,021,568



6,394,555



10,416,123



14,714,537



25.8%Ramón Serrano
    Segovia(a)


2,491,485



4,983,979



7,475,464



11,773,878



20.7%Teresa Serrano
    Segovia(b)


956,950



2,768,871



3,725,821



3,725,821



6.5%Servicios Directivos Servia, S.A.
    de
    C.V.(a)


425,850



3,872,064



4,297,914



4,297,914



7.5%Promotora Servia, S.A. de
    C.V.(a)


500



0



500



4,298,414



7.5%Beck Mack & Oliver,
    LLC(c)






3,924,750



3,924,750



3,924,750



6.9%Litespeed Management,
    LLC(d)






3,569,300



3,569,300



3,569,300



6.3%Chesapeake Partners Management Co,
    Inc.(e)






2,216,900



2,216,900



2,216,900



4.9%William Jones &
    Associates,
    Inc.(f)






3,514,964



3,514,964



3,514,964



6.3%     (a)
    
    Based upon information set Forth in a Schedule 13D filed on
    Dec 29, 2005, as amended by an amendment filed on
    June 28, 2006. The Schedule 13D was filed by the
    following persons, all of whom disclaim membership in a group:
    José F. Serrano Segovia, who is deemed to beneficially own
    14,714,537 Series A Shares (25.8%), and who has the sole
    power to vote 10,416,123 of such shares, the sole power to
    dispose of 10,416,123 of such shares, and who has the shared
    power to vote and dispose of 4,298,414 of such shares;
    Ramón Serrano Segovia, who is deemed to beneficially own
    11,773,878 Series A Shares (20.7%), and who has the sole
    power to vote 7,475,464 of such shares, the sole power to
    dispose of 7,475,464 of such shares and the shared power to vote
    and dispose of 4,298,414 of such shares; Servicios Directivos
    Servia, which beneficially owns and has the shared power to vote
    and dispose of 4,297,914 Series A Shares (7.5%); and
    Promotora Servia, S.A. de C.V., which beneficially owns and has
    the shared power to vote and dispose of 4,298,414 Series A
    Shares (7.5%). In addition, (i) 11,378,534 of the
    17,891,587 Series A Shares actually owned by José and
    Ramón Serrano Segovia are represented by ADSs representing
    CPOs which correspondingly represent financial interests in the
    same number of Series A Shares and (ii) 3,872,064 of
    the 4,297,914 Series A Shares actually owned by Servicios
    Directivos Servia, S.A. de C.V. were represented by ADSs. As of
    June 26, 2006, an aggregate of 20,794,515 Series A
    Shares (including Series A Shares that may be represented
    by ADSs) owned by the reporting persons in such
    Schedule 13D were pledged for the benefit of their
    creditors pursuant to certain pledge agreements.(b)
    
    Teresa Serrano Segovia, who is deemed to beneficially own
    3,725,821 Series A Shares (6.5%) and who has the sole power
    to vote 3,725,821 of such shares, the sole power to dispose
    of 3,725,821 of such shares.  Teresa Serrano Segovia has pledged
    2,768,871 ADSs to Equities First Holdings, LLC to secure a loan
    in the aggregate amount of $9.8 million.(c)
    
    Based upon information contained in such companys
    Schedule 13F filed April 21, 2006.(d)
    
    Based upon information contained in such companys
    Schedule 13G filed February 14, 2006.(e)
    
    Based upon information contained in such companys
    Schedule 13F filed May 15, 2006.(f)
    
    Based upon information contained in such companys
    Schedule 13G filed February 8, 2005.   74




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Related
    Party Transactions
  Promotora
    Servia Agreements
        Seacor
    ITEM 8.
    FINANCIAL
    INFORMATION   75




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Legal
    Proceedings
  Dispute
    with Kansas City Southern
  TFM VAT
    Award
        Other
    Legal Proceedings
    (Tribunal
    Federal de Justicia Fiscal y Administrativa)
    Dividends
    Significant
    Changes
    ITEM 9.
    THE
    OFFER AND LISTING  Trading
   76




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Limitations
    Affecting ADS Holders and CPO Holders
    15-day
    Mexican
    Stock Exchange
    Price per Share
  A Shares


L SharesPrevious Five Years:

High


Low


High


Low(Pesos)2001


123.85



47.30



128.38



48.802002(1)


106.00



51.60



106.40



56.002003


55.00



16.61



*



*2004


47.50



25.00



*



*2005


42.00



31.40



*



*     (1)
    
    Series L Shares information through September 12, 2002.*
    
    N.A. 77




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##### Table of Contents



Mexican
    Stock Exchange
    Price per Share
  A Shares


L SharesPrevious Two Years (by
    Quarter):

High


Low


High


Low(Pesos)2004:First Quarter


47.50



33.00



*



*Second Quarter


30.00



28.70



*



*Third Quarter


30.50



25.00



*



*Fourth Quarter


40.51



26.01



*



*2005:First Quarter


40.00



36.50



*



*Second Quarter


33.80



31.40



*



*Third Quarter


42.00



35.00



*



*Fourth Quarter


42.00



35.00



*



*2006:First Quarter


54.00



41.11



*



*     (1)
    
    Series L Shares information through September 12, 2002  *
    
    N.A.  Mexican
    Stock Exchange
    Price per Share
  A SharesPrevious Six Months:

High


Low(Pesos)December 31, 2005


40.00



35.01January 31, 2006


51.00



40.00February 28, 2006


54.00



51.00March 31, 2006


54.00



50.21April 30, 2006 ,


50.21



50.21May 31, 2006


50.21



50.21June 30, 2006 (through June
    27)


49.00



41.77     Source:  InfoSel Financiero
  New York
    Stock Exchange
    Price per Share
  A Share ADS


L Share ADSPrevious Five Years:

High


Low


High


Low(Dollars)2001


13.60



4.00



13.95



4.612002(1)


11.23



4.60



11.50



4.952003


5.43



1.45



*



*2004


4.56



1.85



*



*2005


4.10



2.15



*



*     (1)
    
    Series L Shares information through September 12, 2002  *
    
    N.A. 78




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##### Table of Contents



New York
    Stock Exchange
    Price per Share
  A Share ADS


L Share ADSPrevious Two Years (by
    Quarter):

High


Low


High


Low(Dollars)2004:First Quarter


4.56



2.74



*



*Second Quarter


3.23



2.40



*



*Third
    Quarter(1)


2.76



1.85



*



*Fourth Quarter


3.94



2.20



*



*2005:First Quarter


3.60



3.03



*



*Second Quarter


3.08



2.15



*



*Third Quarter


4.10



3.05



*



*Fourth Quarter


4.06



3.37



*



*2006:First Quarter


5.34



3.86



*



*     (1)
    
    Series L Shares information through September 12, 2002  *
    
    N.A.  New York
    Stock Exchange
    Price per Share
  A Share ADSPrevious Six Months:

High


Low(Dollars)December 31, 2005


3.95



3.37January 31, 2006


4.99



3.86February 28, 2006


5.33



4.40March 31, 2006


5.34



4.35April 30, 2006


5.00



4.81May 31, 2006


5.60



4.98June 30, 2006 (through June
    27)


4.70



3.91     Source: Bloomberg System
  ITEM 10.
    ADDITIONAL
    INFORMATION  Share
    Capital
    Memorandum
    and Articles of Association
  Estatutos
    Sociales
 79




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##### Table of Contents



Organization
    and Register
  sociedad anonima, Estatutos
    Sociales Estatutos Sociales
      Board of
    Directors
          Capital
    Stock
   80




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##### Table of Contents



Registration
    and Transfer
    Shareholders
    Meetings
  (Ley General de Sociedades
    Mercantiles) day-to-day
         81




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##### Table of Contents



Limitation
    on Share Ownership
      (Fideicomiso Maestro de
    Inversion Neutra) 30-year (certificados de participación ordinarios no
    amortizables)
      Ley General de Sociedades
    Mercantiles (Ley del Mercado de
    Valores)
  Acquisition
    of Share Capital
    Limitation
    of Officers and Directors Liability
  (Comisario)
 82




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##### Table of Contents



Liquidation
    Rights
    Dividends
    Certain
    Voting Rights
    Preemptive
    and Other Rights
    Material
    Contracts
    Exchange
    Controls
    Taxation
  General
    
    U.S. holders, who hold our securities as capital assets and
    whose functional currency is the United States Dollar, in the
    case of United States federal income tax consequences; and 83




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##### Table of Contents




    U.S. holders that are non-residents of Mexico for Mexican
    federal tax purposes and that do not have a permanent
    establishment in Mexico (a non-resident
    U.S. holder), in the case of Mexican federal tax
    consequences.               84




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##### Table of Contents



Equity
  Mexican
    Tax Considerations
    Dividends
  Capital Gains
            Other Mexican Taxes
  United
    States Income Tax Considerations
    Dividends
 85




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##### Table of Contents



Capital Gains
  Debt
  Mexican
    Tax Considerations
    Interest
  
    our Notes are registered with the Special Section of the
    Registry maintained by the CNBV and evidence of the registration
    is filed with the Ministry of Finance and Public Credit;
    our Notes were placed outside of Mexico through banks or
    brokerage houses in a country with which Mexico has in force a
    treaty for the avoidance of double taxation; 86




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##### Table of Contents




    we duly comply with the information requirements established in
    the general rules issued by the Ministry of Finance and Public
    Credit for those purposes; and
    owners of more than 10% of our voting stock or entities in which
    we own more than 20% of the voting stock do not beneficially
    receive (as determined under Mexicos income tax laws) more
    than 5% of the aggregate interest paid on the relevant series of
    our Notes. Ownership of stock includes direct and indirect
    ownership, as well as ownership by related parties.    
    Neither the 4.9% nor the 10% rate will be applied if owners of
    more than 10% of our voting stock or entities in which we own
    more than 20% of the voting stock do not beneficially receive
    (as determined under Mexicos income tax laws) more than 5%
    of the aggregate interest paid on the relevant series of our
    Notes. Ownership of stock includes direct and indirect
    ownership, as well as ownership by related parties. In such
    case, the effective income tax rate will apply.
    The Ministry of Finance and Public Credit issued
    rule 3.23.8 which contains the information requirements for
    the application of the 4.9% withholding tax rate which is in
    force until March 30, 2007. We expect that this rule will
    be extended or that a substantially similar successor of such
    rule will be published; however we cannot assure you that this
    will happen. In any case, we expect to satisfy the information
    requirements, and accordingly, expect that the 4.9% withholding
    tax rate will apply.    
    15%; or
    4.9% in the event that our Notes are considered to be regularly
    and substantially traded on a recognized securities market as
    defined by the Protocol of the Tax Treaty.      
    the fund is duly incorporated pursuant to the laws of its
    country of residence and is the effective beneficiary of the
    interest payment;
    the income is exempt from taxes in its country of
    residence; and
    the fund is registered with the Ministry of Finance and Public
    Credit for these purposes.    Principal
  Additional Amounts
  Capital Gains
 87




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##### Table of Contents



Other Mexican Taxes
  United
    States Income Tax Considerations
  Interest
  Capital Gains
  Market Discount
  Amortizable Bond Premium
 88




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##### Table of Contents



Information
    Reporting And Backup Withholding
  Form W-9), non-U.S. Holder, Form W-8BEN,
  Documents
    On Display
  Form 20-F, 1-800-SEC-0330
  ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      Foreign
    Currency Risk
  and/or
    December 31,2005


2004(In thousands of
    Dollars)Assets

$
44,682


$
103,709Liabilities


(78,590
)


(70,602
)$
(33,908
)

$
33,107    89




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##### Table of Contents



Interest
    Rate Risk
  and/or
    Breakdown of Fixed and Variable
    Rates of Financial
    Obligations(1)Expected MaturityLiabilities

2006


2007


2008


2009


Thereafter


Total


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

$
344,025


$
166,939


$
10,206


$
10,296


$
25,526


$
556,992


$
567,798Average Interest Rate


10.19
%


9.09
%


7.88
%


7.60
%


6.90
%


9.60
%


**Variable Rate

$
1,497


$
1,497


$
751










$
3,745


$
3,745Average Interest Rate


14.64
%


14.64
%


14.64
%


**



**



14.64
%


**     (1)
    
    Information as of December 31, 2005**
    
    Not applicable  Commodity
    Price Risk
    Inflation
    Rate Risk
    Derivatives
    Exposure
       90




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##### Table of Contents



|         |                                                           
|-------- | ----------------------------------------------------------
|ITEM 12. | DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES







PART II




|         |                                                    
|-------- | ---------------------------------------------------
|ITEM 13. | DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES











|         |                                                                                     
|-------- | ------------------------------------------------------------------------------------
|ITEM 14. | MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS







|         |                            
|-------- | ---------------------------
|ITEM 15. | CONTROLS
    AND PROCEDURES



An Audit of Internal Control Over Financial
    Reporting Performed in Conjunction with an Audit of Financial
    Statements




An Audit of Internal Control Over
    Financial Reporting Performed in Conjunction with an Audit of
    Financial Statements




Form 20-F.


91



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##### Table of Contents











Form 20-F.








|          |                                     
|--------- | ------------------------------------
|ITEM 16A. | AUDIT
    COMMITTEE FINANCIAL EXPERT







|          |                   
|--------- | ------------------
|ITEM 16B. | CODE
    OF ETHICS





92



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##### Table of Contents



ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    GRUPO
    TMM, S.A.
  Summary
    of Auditors Payments
  As of
    December 31,2005


2004(In thousands of
    dollars)Audit
    Fees(a)

$
2,026.5


$
1,127.4Audit Related Fees


0



0Tax
    Fees(b)


43.3



90.1Other
    Fees(c)


78.9



689.3Total(d)

$
2,148.7


$
1,906.8     (a)
    
    Audit Fees.  Fees relates to the review of our
    Annual Financial Statements and Annual Report filed with the SEC
    and review of others SEC filling.(b)
    
    Tax Fees.  Fees related to specific tax issues,
    in compliance with the applicable tax laws in Mexico.(c)
    
    Other Fees.  Fees related to the compliance with
    foreign trade regulations and to the compliance with
    Sarbanes-Oxley Act of 2002; supervision in the update of the
    Companys systems platform, in compliance with applicable
    regulations.(d)
    
    The total amount does not include Mexican tax (Impuesto
    al Valor Agregado or IVA).    ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASE
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS   PART III  ITEM 17.
    FINANCIAL
    STATEMENTS   93




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##### Table of Contents



ITEM 18.
    FINANCIAL
    STATEMENTS  Form 20-F.
  Contents

PageReport of Independent Registered
    Public Accounting Firm


F-2Report of Independent Registered
    Public Accounting Firm


F-3Consolidated Balance Sheets


F-4Consolidated Statements of Income


F-5Consolidated Statements of Changes
    in Stockholders Equity


F-6Consolidated Statements of Cash
    Flows


F-7Notes to the Consolidated
    Financial Statements


F-8   ITEM 19.
    EXHIBITS    ExhibitNo.

Exhibit1
.1

Bylaws of Grupo TMM, S.A.,
    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).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. 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).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). 94




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##### Table of Contents



ExhibitNo.

Exhibit4
.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., TMM Holdings, S.A. de C.V. and TMM
    Multimodal, S.A. de C.V. (incorporated by reference to
    Exhibit 10.25 of the Registration Statement on
    Form F-4  Registration
    No. 333-99075
    submitted to the Securities and Exchange Commission on
    April 24, 2003).4
.5

Stock Purchase Agreement dated as
    of April 21, 2003, by and among Kansas City Southern, Grupo
    TMM, S.A. 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., 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. and certain of Grupo TMM, S.A. de
    C.V.s 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. and certain of Grupo TMM, S.A.
    de C.V.s 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).12
.1*

Computation of earnings per share
    (IFRS & U.S. GAAP).12
.2*

Computation of ratio of earnings
    to fixed charge (IFRS & U.S. GAAP).21
.1*

List of Subsidiaries31
.1*

Section 302 Certification of
    Chief Executive Officer31
.2*

Section 302 Certification of
    Chief Financial Officer32
.1*

Section 906 Certification of
    Chief Executive Officer32
.2*

Section 906 Certification of
    Chief Financial Officer     *
    
    Filed herewith. 95




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##### Table of Contents



Consolidated
    Financial Statements,
 Report of Independent
    Registered Public Accounting Firm
  Grupo TMM, S.A. and
    Subsidiaries
 December 31, 2003, 2004 and 2005




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  Contents

PageReport of
    Independent Registered Public Accounting Firm


F-2Report of
    Independent Registered Public Accounting Firm


F-3Consolidated
    Balance Sheets


F-4Consolidated
    Statements of Income


F-5Consolidated
    Statements of Changes in Stockholders Equity


F-6Consolidated
    Statements of Cash Flows


F-7Notes to the
    Consolidated Financial Statements


F-8  F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   F-2




---



##### Table of Contents

REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM













































F-3



---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES




CONSOLIDATED
    BALANCE SHEETS


DECEMBER 31,
    2004 AND 2005


(amounts in thousands of US dollars)




|                                                                                                   |  |      |           |   |      |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | ------- | -
|                                                                                                   |  | 2004 |           |   | 2005 |  
|                                                                                                  
|ASSETS                                                                                            
|Current Assets                                                                                     |  |      |           |   |      |   |         |  
|Cash and cash equivalents                                                                          |  | $    | 46,339    |   |      | $ | 52,921  |  
|Restricted cash (Note 13 and
    14)                                                               |  |      | 6,809     |   |      |   | 347,888 |  
|Accounts
    receivable  net of provision for impairment of
    $1,795 in 2004 and $1,412 in 2005 |  |      | 37,396    |   |      |   | 43,267  |  
|Amounts due from related parties
    (Note 16)                                                     |  |      | 448       |   |      |   | 11      |  
|Taxes recoverable (Note 5)                                                                         |  |      | 21,309    |   |      |   | 9,428   |  
|Other accounts
    receivable  Net (Note 6)                                                       |  |      | 17,786    |   |      |   | 10,176  |  
|Materials and supplies                                                                             |  |      | 4,861     |   |      |   | 4,073   |  
|Other current assets (Note 7)                                                                      |  |      | 3,234     |   |      |   | 3,222   |  
|Non-current assets held for sale
    (Note 2)                                                      |  |      | 2,080,529 |   |      |   |        |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Total current assets                                                                               |  |      | 2,218,711 |   |      |   | 470,986 |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Accounts receivable from KCS
    (Note 2)                                                          |  |      |          |   |      |   | 48,763  |  
|Concession
    rights  Net (Note 8)                                                               |  |      | 4,929     |   |      |   | 4,441   |  
|Property, machinery and
    equipment  Net (Note 9)                                               |  |      | 80,336    |   |      |   | 165,817 |  
|Prepaid expenses (Note 10)                                                                         |  |      | 4,580     |   |      |   | 3,156   |  
|Investment held in associated
    companies (Note 11)                                              |  |      | 15,131    |   |      |   | 7,386   |  
|Intangible assets (Note 12)                                                                        |  |      | 4,449     |   |      |   | 9,021   |  
|Deferred income taxes (Note 21)                                                                    |  |      | 23,901    |   |      |   | 83,556  |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Total assets                                                                                       |  | $    | 2,352,037 |   |      | $ | 793,126 |  
|                                                                                                   |  |      |           |   |      |   |         |  
|                                                                                                  
|LIABILITIES AND
    STOCKHOLDERS EQUITY                                                          
|                                                                                                   |  |      |           |   |      |   |         |  
|                                                                                                   |  |      |           |   |      |   |         |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Current liabilities:                                                                               |  |      |           |   |      |   |         |  
|Current portion of long-term debt
    (Note 13)                                                    |  | $    | 26,545    |   |      | $ | 35,546  |  
|Accounts payable                                                                                   |  |      | 24,453    |   |      |   | 22,755  |  
|Accrued expenses (Note 17)                                                                         |  |      | 46,825    |   |      |   | 48,845  |  
|Obligations for sale of receivables
    (Note 14)                                                  |  |      | 19,956    |   |      |   |        |  
|Liabilities directly related with
    non-current assets held for sale (Note 2)                    |  |      | 1,054,556 |   |      |   |        |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Total current liabilities                                                                          |  |      | 1,172,335 |   |      |   | 107,146 |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Long-term debt (Note 13)                                                                           |  |      | 469,449   |   |      |   | 524,763 |  
|Dividends payable                                                                                  |  |      | 9,803     |   |      |   | 9,803   |  
|Reserve for pensions and seniority
    premiums (Note 23)                                          |  |      | 9,189     |   |      |   | 10,284  |  
|Obligations for sale of receivables
    (Note 14)                                                  |  |      | 49,758    |   |      |   |        |  
|Other long-term liabilities
    (Note 18)                                                          |  |      | 4,836     |   |      |   | 4,384   |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Total non-current liabilities                                                                      |  |      | 543,035   |   |      |   | 549,234 |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Total liabilities                                                                                  |  |      | 1,715,370 |   |      |   | 656,380 |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Stockholders equity
    (Note 19):                                                                |  |      |           |   |      |   |         |  
|Common stock,
    56,963,137 shares authorized and issued without par value                        |  |      | 121,158   |   |      |   | 121,158 |  
|Statutory reserve                                                                                  |  |      | 4,172     |   |      |   | 4,172   |  
|Retained (deficit) earnings                                                                        |  |      | (162,460  | ) |      |   | 4,754   |  
|Convertible warrant                                                                                |  |      | 5,528     |   |      |   | 5,528   |  
|Initial accumulated translation loss                                                               |  |      | (17,757   | ) |      |   | (17,757 | )
|Cumulative translation adjustment
    (Note 4)                                                     |  |      |          |   |      |   | 1,422   |  
|                                                                                                   |  |      |           |   |      |   |         |  
|                                                                                                   |  |      | (49,359   | ) |      |   | 119,277 |  
|Minority interest (Note 4r)                                                                        |  |      | 686,026   |   |      |   | 17,469  |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Total stockholders equity                                                                         |  |      | 636,667   |   |      |   | 136,746 |  
|                                                                                                   |  |      |           |   |      |   |         |  
|Total liabilities and
    stockholders equity                                                     |  | $    | 2,352,037 |   |      | $ | 793,126 |  
|                                                                                                   |  |      |           |   |      |   |         |  







F-4



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##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOMEYEAR ENDED DECEMBER 31, 2003, 2004 AND 2005
    (amounts in thousands of US dollars, except per share
    amounts)
  2003


2004


2005Transportation revenues

$
226,897


$
251,001


$
306,599Costs and expenses:Salaries, wages and employee
    benefits


70,948



69,288



75,972Leases


73,813



84,656



101,689Purchased services


52,314



55,582



79,655Fuel, material and supplies


16,411



14,955



15,485Other costs and expenses


6,067



12,839



16,015Depreciation and amortization


12,441



10,261



12,668231,994



247,581



301,484(Loss) income on transportation


(5,097
)


3,420



5,115Other (expenses)
    income  Net (Note 20)


(58,698
)


16,232



(1,022
)Operating (loss) income


(63,795
)


19,652



4,093Interest income


8,701



1,541



5,159Interest expense


61,297



89,317



96,037Exchange (loss)
    income  Net


(4,039
)


2,465



1,290Net financing cost


(56,635
)


(85,311
)


(89,588
)Loss before income taxes


(120,430
)


(65,659
)


(85,495
)(Provision for) benefit from
    income taxes (Note 21)


(6,121
)


(43,703
)


61,624Net loss from continuing
    operations for the year


(126,551
)


(109,362
)


(23,871
)Net income from discontinued
    operations for the year


41,931



9,470



199,363Net (loss) income for the year

$
(84,620
)

$
(99,892
)

$
175,492Attributable to:Minority interest


2,042



2,655



4,188Stockholders of Grupo TMM, S.
    A.

$
(86,662
)

$
(102,547
)

$
171,304Net loss from continuing
    operations for the year per share (Note 24)

$
(2.222
)

$
(1.920
)

$
(0.419
)Net income from discontinued
    operations for the year per share (Note 24)

$
0.736


$
0.166


$
3.500Net loss for the year per share
    (Note 24)

$
(1.521
)

$
(1.800
)

$
3.007Weighted average shares outstanding


56,963



56,963



56,963    F-5




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN
    STOCKHOLDERS EQUITYFOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005
    (amounts in thousands of US dollars)
  InitialRetained





Accumulated


Cumulative








TotalCommon


Statutory


Earnings


Convertible


Traslation


Translation





Minority


StockholdersStock


Reserve


(Deficit)


Warrant


Loss


Adjustment


Subtotal


Interest


EquityBalance at January 1, 2003

$
121,158


$
4,172


$
26,749


$
5,528


$
(17,757
)

$



$
139,850


$
765,482


$
905,332Discontinuing operations
    attributable to minority interest






























(76,850
)


(76,850
)Dividends paid to minority
    stockholders






























(8,386
)


(8,386
)Net loss for the year










(86,662
)














(86,662
)


(2,042
)


(88,704
)Balance at December 31, 2003


121,158



4,172



(59,913
)


5,528



(17,757
)






53,188



678,204



731,392Discontinuing operations
    attributable to minority interest






























14,167



14,167Acquisition of trademark from
    minority stockholders






























(9,000
)


(9,000
)Net loss for the year










(102,547
)














(102,547
)


2,655



(99,892
)Balance at December 31, 2004


121,158



4,172



(162,460
)


5,528



(17,757
)






(49,359
)


686,026



636,667Translation adjustment






















1,422



1,422







1,422Loss on acquisition of shares from
    minority interest in a subsidiary










(4,090
)














(4,090
)


(6,911
)


(11,001
)Discontinuing operations
    attributable to minority interest






























(665,834
)


(665,834
)Net profit for the year










171,304















171,304



4,188



175,492Balance at December 31, 2005

$
121,158


$
4,172


$
4,754


$
5,528


$
(17,757
)

$
1,422


$
119,277


$
17,469


$
136,746    F-6




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##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYEAR ENDED DECEMBER 31, 2003, 2004 AND 2005
    (amounts in thousands of US dollars)
  2003


2004


2005Cash flows from operating
    activities:Net loss from continuing
    operations for the year:

$
(126,551
)

$
(109,362
)

$
(23,871
)Adjustments to reconcile net loss
    from continuing operationsNet cash used in operating
    activities:Depreciation and amortization


12,441



10,261



12,668Other amortizations


6,512



3,360



16,121Amortization and discount on
    obligations


1,255



983



2,419Provision (benefit) for income
    taxes


6,121



43,703



(61,624
)Loss (Gain) on sale of property,
    machinery and equipment  Net


5,765



(344
)


(1,097
)Loss on sale of other subsidiaries


20,207







(2,600
)Changes in other assets and
    liabilities:Restricted cash


(1,575
)


(943
)


(354,697
)Accounts receivable


5,444



(4,063
)


(5,199
)Other accounts receivable and
    related parties


17,980



(17,823
)


15,650Materials and supplies


46



(261
)


788Other current assets


8,316



(1,242
)


12Accounts payable and accrued
    expenses


11,186



74,402



45,786Other non-current assets and
    long-term liabilities


(5,839
)


(484
)


(235
)Total adjustments


87,859



107,549



(332,008
)Net cash used in by operating
    activities


(38,692
)


(1,813
)


(355,879
)Cash flows from investing
    activities:Sale of property, machinery and
    equipment


7,570



1,374



1,693Acquisition of property, machinery
    and equipment


(9,436
)


(15,278
)


(107,031
)Sales of shares of subsidiaries


128,691







581,054Acquisitions of associated
    companies










(38,072
)Net cash provided by (used in)
    investing activities


126,825



(13,904
)


437,644Cash flows from financing
    activities:Payments under capital lease
    obligation


(833
)


(94
)


(151
)Payments of financial debt


(17,737
)


(1,686
)


(60
)Convertible notes proceeds
    (payments)  Net


(13,295
)






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


(10,420
)


(1,328
)


(74,972
)Dividends paid to minority
    stockholders


(8,000
)






Net cash used in financing
    activities


(50,285
)


(3,108
)


(75,183
)Net increase (decrease) in cash
    and cash equivalents


37,848



(18,825
)


6,582Cash and cash equivalents at
    beginning of the year


27,316



65,164



46,339Cash and cash equivalents at end
    of the year

$
65,164


$
46,339


$
52,921Supplemental cash disclosures:Interest paid

$
6,970


$
10,278


$
16,234Income tax and asset tax paid

$
2,615


$
735


$
257Non-cash transactions:Sale of shares of subsidiaries

$
6,509    F-7




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES



NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31,
    2003, 2004 AND 2005

(amounts in thousands of US dollars, except number of
    shares)



1. THE
    COMPANY:



Grupo TMM, S. A. (Grupo, Grupo TMM or
    the Company) is a Mexican company whose main
    activity is providing multimodal transportation and logistics
    services to premium clients throughout Mexico. Grupo operates in
    the dedicated trucking, third-party logistics, container and
    railcar maintenance and repair, offshore supply shipping, clean
    oil and petrochemical products shipping, tugboat services,
    warehouse management, shipping agency, inland and seaport
    terminal businesses, as well as other similar activities related
    to the shipping and cargo transport business. Due to the
    geographic location of some of the subsidiaries and the
    activities in which they are engaged, Grupo and its subsidiaries
    are subject to the laws and ordinances of other countries, as
    well as international regulations governing maritime
    transportation and the observance of safety and environmental
    regulations.



Grupo TMM, S.A. is headquartered at Avenida de la
    Cuspide #4755, Colonia Parques del Pedregal, Delegacion
    Tlalpan, C.P. 14010, México, D.F.



Grupo wholly owns the shares comprising the capital stock of the
    following companies: 2004


2005Servicios Corporativos TMM, S.A.
    de C.V. and subsidiaries (formerly Compañía
    Arrendadora TMM, S. A. de C. V.)


100%



100
%Inmobiliaria TMM, S. A. and
    subsidiaries


100%



100
%Operadora de Apoyo Logístico,
    S. A. de C. V. and subsidiaries


100%



(a
)Operadora Marítima TMM, S. A.
    de C. V


100%



100
%Servicios en Puertos y Terminales,
    S. A. de C. V. and subsidiaries


100%



(b
)División de Negocios
    Especializados, S. A. de C. V. and subsidiaries (formerly
    Transportes Marítimos del Pacífico, S. A.)


100%



(c
)Transportes Marítimos
    México, S. A. and subsidiaries


100%



(d
)TMM Holdings, S. A. de C. V. and
    subsidiaries


100%



(a
)TMM Logistics, S.A. de C.V. and
    subsidiaries


100%
(a)


100
%TMG Overseas, S.A.



(b)Transportación Marítima
    Mexicana, S.A. de C.V. (formerly Naviera del Pacífico, S.A.
    de C.V.)



(b)


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



(b)


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



(b)


100
%Marítima Mexicana, S.A. de
    C.V. and subsidiaries



(d)


100
%Marmex Offshore, S.A. de C.V.



(e)


100
%Buques Tanque del Pacífico,
    S.A. de C.V.



(f)


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



(f)


100
%Transportes Líquidos
    Mexicanos, LTD



(d)


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



(d)


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



(d)


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



(a)


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



(a)


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



(a)


100
%Lacto Comercial Organizada, S.A.
    de C.V.



(a)


100
%Marmex Marine Mexico, Inc
    (formerly Seacor Marine Mexico, Inc)



(d)


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


50%
(h)


100
%NL Cargo, S.A. de C.V.



(h)


100
%  F-8




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##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2004


2005Servicios Mexicanos de
    Remolcadores, S.A. de C.V.


(d
)


60Autotransportación y
    Distribución Logística, S.A. de C.V.


(a
)


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


51



51TMM Multimodal, S. A. de C. V. and
    subsidiaries


96.64



(a
)
(d)Seglo Operaciones Logísticas
    S.A. de C.V.


50



50Repcorp, S.A. de C.V.


(g
)


92.3     2004


2005Terminal del Valle de México,
    S. A. de C. V


25



(i
)Terminal de Contenedores de
    Cartagena, S.A.


32.8



(j
)Seglo, S. A. de C. V


39



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


39



39     (a)
    
    Following an ongoing corporate restructuring plan, on
    July 20, 2005, the Company sold all of the shares
    representing the capital stock of Operadora de Apoyo
    Logístico, S.A. de C.V. (OAL) to an unrelated
    party. The sale of this subsidiary generated a gain of
    $11.1 million. Prior to its sale OAL decided to sell to
    Grupo TMM the following companies: TMM Multimodal, S.A. de C.V.,
    Servicios de Logística de México, S.A. de C.V.,
    Servicios en Operaciones Logísticas, S.A. de C.V.,
    Servicios Administrativos de Transportación, S.A. de C.V.,
    Autotransportación y Distribución Logística, S.A.
    de C.V., TMM Logistics, S.A. de C.V. and Lacto Comercial
    Organizada, S.A. de C.V. Likewise, on March 11, 2005, TMM
    Holdings, S.A. de C.V. merged into OAL.(b)
    
    As part of the same restructuring plan above referred to, on
    November 10, 2005, Grupo TMM agreed to sell all of the
    shares representing the capital stock of Servicios en Puertos y
    Terminales, S.A de C.V. to an unrelated party. The transaction
    generated a loss in the sale of this subsidiary of
    $0.3 million. Before the sale, Servicios en Puertos y
    Terminales, S.A. de C.V. decided to sell to Grupo TMM the
    following companies: Transportación Marítima Mexicana,
    S.A de C.V. (formerly Naviera del Pacífico, S.A de C.V.),
    Operadora Portuaria de Tuxpan, S.A. de C.V., Terminal
    Marítima de Tuxpan, S.A. de C.V. and TMG Overseas, S.A. The
    latter, TMG Overseas, S.A., was sold by Grupo TMM on
    December 27, 2005, to an unrelated party, with a resulting
    loss in the transaction of $5.2 million.(c)
    
    Likewise, as part of the same plan Grupo TMM decided to sell
    División de Negocios Especializados, S.A. de C.V. (DNE) to
    Servicios en Puertos y Terminales, S.A. de C.V. on
    January 11, 2005. The latter company decides to sell on
    March  15, 2005, all the shares representing the
    capital stock of DNE to an unrelated party, thus generating a
    gain of $0.7 million.(d)
    
    As a result of the merger of Transportes Marítimos
    México, S.A. de C.V. and TMM Multimodal, S.A. de C.V. into
    Grupo TMM, the following companies became direct subsidiaries of
    Grupo TMM: Marítima Mexicana, S.A. de C.V., Transportes
    Líquidos Mexicanos, LTD, Personal Marítimo, S.A. de
    C.V., Servicios Mexicanos en Remolcadores, S.A. de C.V. and TMM
    Agencias, S.A. de C.V. On December 23, 2005, Grupo TMM
    acquired from Seacor Marine International, LLC the company
    Marmex Marine Mexico, Inc. (formerly Seacor Marine Mexico, Inc.)
    that owned 40% of the shares of Marítima Mexicana, S.A. de
    C.V. in the amount of $20.0 million.(e)
    
    On December 27, 2005, Marmex Offshore, S.A. de C.V. was
    incorporated in Mexico City, DF, whose line of business consists
    of providing sea and river transportation services. F-9




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (f)
    
    On June 20, 2005, the following companies were incorporated
    in the State of México: Buques Tanque del Pacífico,
    S.A. de C.V. and Buques Tanque del Golfo, S.A. de C.V. Both
    companies line of business is the sea and river
    transportation services.(g)
    
    On August 16, 2004, Repcorp, S.A. de C.V. was incorporated
    in the State of México, and renders overall administrative
    services to other companies within Grupo. Grupo owns 92.3% of
    this company and the remaining 7.7% is owned by third parties.(h)
    
    On July 19, 2005, TMM Logistics, S.A. de C.V. and
    Inmobiliaria TMM, S.A. de C.V. acquired 49% and 1%,
    respectively, of the remaining 50% of the shares of Promotora
    Intermodal de Carga, S.A. de C.V. owned by Key Solutions, S.A.
    de C.V. (an unrelated party). Moreover, Promotora Intermodal de
    Carga, S.A. de C.V. owned 70% of the shares issued and
    outstanding of N.L. Cargo, S.A. de C.V., with the remaining 30%
    owned by an unrelated party GNL División Comercial, S.A. de
    C.V.(i)
    
    TFM, S.A. de C.V. (TFM, presently Kansas City
    Southern de México, S.A. de C.V.) was the owner of 25% of
    the shares of Terminal del Valle de México, S.A. de C.V.
    and was divested at the time Grupo TMM sold its interest in
    Grupo Transportación Ferroviaria Mexicana, S.A. de C. V.
    (Grupo TFM) (See Note 2).(j)
    
    On February 15, 2005, Grupo TMM agreed to sell its shares
    representing 32.8% of the capital stock of Terminal de
    Contenedores de Cartagena, S.A. to an unrelated party. The sale
    of these shares generated a loss of $2.8 million.  Sale
    of other subsidiaries
    2.
    NON  CURRENT
    ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS  The
    sale of the Port Business
    Sale
    of Mexrail, Inc.
       F-10




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##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Sale
    of the shares of Grupo TFM
             F-11




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##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   ,
      Accounts receivable

$
106,014Other current assets


148,410Concession rights, net


1,130,917Property, machinery and equipment,
    net


558,669Deferred income taxes


100,870Other non-current assets


35,649$
2,080,529Liabilities directly associated
    with non-current assets classified as held for sale:Accounts payable

$
142,230Debt


887,122Other current liabilities


25,204$
1,054,556     For the ThreeMonths Ended,2003(1)


2004(2)


March 31,
    2005(2)Transportation revenues

$
711,146


$
679,328


$
157,459Costs and expenses


569,032



553,460



127,726Income on transportation


142,114



125,868



29,733Other (expenses)
    income  Net


26,031



(6,397
)


(1,511
)Operating income


168,145



119,471



28,222Net financing cost


(124,068
)


(111,029
)


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


44,077



8,442



1,636(Provision) benefit for income
    taxes


(35,436
)


15,195



1,787Income before minority interest


8,641



23,637



3,423Minority interest


33,290



(14,167
)


(2,059
)Net income for the year

$
41,931


$
9,470


$
1,364
(*) F-12




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the ThreeMonths Ended,2003(1)


2004(2)


March 31,
    2005(2)Cash Flows:Cash flows from operating
    activities:(*) This amount does not include
    the gain on sale of $197,999 Net income for the year

$
41,931


$
9,470


$
1,364Net cash provided by operating
    activities


110,789



76,827



(5,156
)Net cash used in investing
    activities


(85,617
)


(4,711
)


(9,089
)Net cash used in financing
    activities


(55,585
)


(61,468
)


Net (decrease) increase in cash
    and cash equivalents


(30,413
)


10,648



(14,245
)Cash and cash equivalents at the
    beginning of the year


34,010



3,597



14,245Cash and cash equivalents at the
    end of the year

$
3,597


$
14,245


$
     (1)
    
    Railroad and Port business(2)
    
    Only Railroad business    3.
    GOING
    CONCERN:    5-year
 F-13




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES:  and/or
      a.  Consolidation
  and/or
  Subsidiaries
        Associates
        b.  Translation
   F-14




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          IncreaseNet income for the year

$
1,532Total assets


3,225Total liabilities


271Stockholders equity


2,954   c.  Cash
    and cash equivalents
    d.  Restricted
    cash
    e.  Accounts
    receivable
    f.  Materials
    and supplies
   F-15




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   g.  Concession
    rights and related assets
    h.  Property,
    machinery and equipment, net
      i.  Prepaid
    expenses
    j.  Goodwill
    k.  Deferred
    income tax
        l.  Employees
    statutory profit-sharing
    m.  Borrowings
   F-16




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   n.  Pensions
    and seniority premiums
      o.  Revenue
    recognition
  Ports
    and Terminals
    Division:
    Maritime
    Division:
    Logistics
    Division:
    p.  Impairment
    of long-lived assets
    q.  Leases
      r.  Minority
    interest
   F-17




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   s.  Segments
    t.  Non-current
    assets held for sale
        u.  Use
    of estimates
    v.  Share
    capital
      w.  Obligations
    for sale of receivables
    x.  Financial
    risk management
  i.  Financial
    risk factors
    ii.  Foreign
    exchange risk
   F-18




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2004


2005Assets

$
103,709


$
44,682Liabilities


(70,602
)


(78,590
)$
33,107


$
(33,908
)     iii.  Interest-rate
    risk
    iv.  Concentration
    of credit risk
      v.  Financial
    instruments and hedging activities
         F-19




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fair
    value of financial instruments
        y.  Reclassifications
    z.  New
    accounting pronouncements
                     F-20




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 
    the accounting treatment in consolidated financial statements
    should not be dependent on the currency of the monetary
    item; and
    the accounting should not depend on which entity within the
    group conducts a transaction with the foreign operation.  5.
    TAXES
    RECOVERABLE:    2004


2005Special tax on production and
    services

$
206


$
165Income Tax and recoverable VAT


19,351



9,204Other


1,752



59$
21,309


$
9,428  F-21




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    OTHER
    ACCOUNTS RECEIVABLE:    2004


2005Services for port, maritime and
    other operations

$
13,216


$
5,515Insurance claims


935



686Employees


1,481



1,101Other


2,154



2,874$
17,786


$
10,176   7.
    OTHER
    CURRENT ASSETS:    2004


2005Prepaid expenses

$
1,605


$
2,097Insurance


714



893Prepaid insurance premiums


287



216Others


628



16$
3,234


$
3,222   8.
    CONCESSION
    RIGHTS:          EstimatedUseful Lives2004


2005


(Years)Integral Acapulco Port
    Administration(1)

$
6,783


$
6,783



25Tugboats in the Port of
    Manzanillo(2)


2,170



2,170



108,953



8,953Accumulated amortization


(4,024
)


(4,512
)Concession
    rights  Net

$
4,929


$
4,441       (1)
    
    Concession is due in June 2021(2)
    
    Concession is due in 2007 and may be prorogued for 8 more years F-22




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    PROPERTY,
    MACHINERY AND EQUIPMENT:    2004Balance atBeginning of














Balance atYear  Net of














End of
    Year  Net


EstimatedAccumulated








Transfers





of Accumulated


Useful LifeDepreciation


Additions


Disposals


and Others


Depreciation


Depreciation


(Years)Vessels

$
15,700


$
1,826


$
121


$
(281
)

$
2,768


$
14,356


25Dry  docks:(major vessel repairs)


1,214



2,430







(408
)


1,088



2,148


5Buildings and installations


12,641







9



142



1,114



11,660


20 and 25Warehousing equipment


108















8



100


10Computer equipment


460



196



10



157



338



465


3 and 4Terminal equipment


2,251



68







42



460



1,901


10Ground transportation equipment


11,597



271



585



1,022



2,468



9,837


4.5 and 10Other equipment


2,465



96



21



1,993



432



4,101


546,436



4,887



746



2,667



8,676



44,568Land


14,228



40















14,268Construction in progress


14,438



10,351



284



(2,738
)


267



21,500$
75,102


$
15,278


$
1,030


$
(71
)

$
8,943


$
80,336   2005Balance atBeginning of














Balance atYear  Net of














End of
    Year  Net


EstimatedAccumulated








Transfers





of Accumulated


Useful LifeDepreciation


Additions


Disposals


and Others


Depreciation


Depreciation


(Years)Vessels

$
14,356


$
76,977


$
107


$
4,696


$
6,198


$
89,724


25Dry  docks:(major vessel repairs)


2,148



1,006



66



(321
)


1,126



1,641


5Buildings and installations


11,660



20







376



1,011



11,045


20 and 25Warehousing equipment


100















8



92


10Computer equipment


465



153







(71
)


243



304


3 and 4Terminal equipment


1,901



6







19



440



1,486


10Ground transportation equipment


9,837



4,971



500



1,911



1,423



14,796


4.5 and 10Other equipment


4,101



210



2



(2,380
)


410



1,519


544,568



83,343



675



4,230



10,859



120,607Land


14,268







94



(104
)






14,070Construction in progress


21,500



23,692



205



(13,630
)


217



31,140$
80,336


$
107,035


$
974


$
(9,504
)

$
11,076


$
165,817  F-23




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       10.
    PREPAID
    EXPENSE:    2004


2005Guarantee deposit

$
967


$
856Prepaid expenses


3,613



2,300$
4,580


$
3,156   11.
    INVESTMENTS
    HELD IN ASSOCIATED COMPANIES:    Percentage ofOwnership


2004


2005Terminal de Contenedores de
    Cartagena, S.A. (see Note 1j)


32.8
%

$
7,843


$
Seglo, S.A. de C.V.


39
%


3,114



3,351Procesos Operativos de Materiales,
    S.A. de C.V.


39
%


12



19Promotora Intermodal de Carga,
    S.A. de C.V.


50
%


146



Joint Venture






2,192



2,192Joint Venture Real Estate Business






1,824



1,824$
15,131


$
7,386   12.
    INTANGIBLE
    ASSETS:    2004Balance atBeginning of














Balance at EndYear  Net of














of Year  Net
    of


EstimatedAccumulated








Transfers and





Accumulated


Useful LifeAmortization


Additions


Disposals


Cancellations


Amortization


Amortization


(Years)Software

$
175


$
56


$



$
(5
)

$
125


$
101



5Goodwill


4,921















573



4,348



10 to 31$
5,096


$
56


$



$
(5
)

$
698


$
4,449   F-24




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2005Balance atBeginning of














Balance at EndYear  Net of














of Year  Net
    of


EstimatedAccumulated








Transfers and


Amortization/


Accumulated


Useful LifeAmortization


Additions


Disposals


Cancellations


Impairment Test


Amortization


(Years)Software

$
101


$
43


$



$
(22
)

$
101


$
21



5Goodwill(1)


4,348







362



(710
)


3,276







10 to 31Trademarks(2)














9,000







9,000$
4,449


$
43


$
362


$
8,268


$
3,377


$
9,021     (1)
    
    The disposal of $362 was part of the sale of an associated
    company. The cancellation of $710 was the result of the selling
    of certain subsidiaries.(2)
    
    On December 31, 2004, Grupo TMM acquired the rights of the
    trademark Marmex from its joint venture partner
    Seacor Marine International, LLC by $9.0 million, which was
    presented as an item deducting the minority interest amount. As
    described in Note 1, d), Grupo TMM acquired such minority
    interest in 2005, so the trademark rights are now classified
    within Intangible assets.  13.
    DEBT:    2004


2005Net Borrowings


Net BorrowingsShort-term portion of long-term
    debt:Natexis Banques
    Populaires(4)

$



$
9,9792006
    Notes(1)






1,967Banca Mifel, S.A.


600



150Banca Invex,
    S.A.(3)


1,071



Capital lease


151



Banca Invex,
    S.A.(3)






1,497Interest payable


24,723



21,953$
26,545


$
35,546Long-term debt:2006
    Notes(1)

$
2,879


$
New Notes due
    2007(2)


466,420



466,508Banca Mifel, S.A.


150



Banca Invex,
    S.A.(3)






2,248Natexis Banques
    Populaires(4)






56,007$
469,449


$
524,763     (1)
    
    The 2006 notes represent ten-year instruments bearing 10.25%
    annual interest (10% annually up to November 15,
    2000) through November 15, 2006 (see point
    (2) below).(2)
    
    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 F-25




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##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  notes. As a result, the Company began negotiations with a
    representative committee of holders of 2003 and 2006 notes,
    engaging the firms of Miller, Buckfire, Lewis LLC (presently
    Miller, Buckfire, LLC) and Milbank, Tweed,
    Hadley & McCloy LLP as its financial and legal
    advisors, respectively, in the United States; and the firms
    Elek, Moreno-Valle y Asociados, S.C. and Quijano, Cortina, Lopez
    y De la Torre, S.C. as its financial and legal advisors,
    respectively, in Mexico. The Company also supported the creation
    of an ad-hoc committee of holders for 2003 and 2006 notes, who
    engaged Houlihan, Lokey, Howard & Zukin and Akin, Gump,
    Strauss, Hauer & Feld as the committees financial
    and legal advisors, respectively, in the United States; and
    Franck, Galicia y Robles, S.C. (presently Galicia y Robles,
    S.C.) as the committees legal advisors in Mexico.On August 11, 2004, Grupo completed the Exchange Offer of
    its Senior Secured Notes due in 2007 (the New Notes due
    2007) upon the closing of a private exchange offer, which
    closed simultaneously with a public exchange offer for the
    Companys 2003 and 2006 notes. Pursuant to the Exchange
    Offer, an aggregate amount of $170.7 million or
    approximately 96.5% of the 2003 notes were tendered and an
    aggregate amount of $197.1 million or approximately 98.6%
    of the 2006 notes were tendered. Holders of the 2003 and 2006
    notes who tendered their respective 2003 and 2006 notes pursuant
    to the Exchange Offer received approximately $459.5 million
    aggregate principal amount of New Notes due 2007.      Also at the previous mentioned date, with net proceeds from the
    sale of an additional $29 million in face amount of New
    Notes due 2007, the Company paid a) $7.2 million in
    cash in respect of the principal amount of, plus accrued unpaid
    interest on, all of the 2003 notes that were not tendered in the
    Exchange Offer, b) $0.4 million in cash in respect of
    the accrued unpaid interest on the 2006 notes that were not
    tendered in the Exchange Offer, and c) Financial advisory
    and other fees related to the consummation of the Exchange Offer.New Notes due 2007 represent a three-year senior secured (by
    virtually all of the Companys assets, including a pledge
    of the Grupo TFM shares held by TMM Multimodal) obligation
    (extendable to four years at the option of the Company under
    certain circumstances), for an initial principal amount of
    $508,703 and with an annual interest of 10.5% if interest is
    paid entirely in cash, or of 12.0% if the Company elects to pay
    the interest due in a combination of a minimum due in cash of 2%
    annually and the remainder in kind (through the issuance of
    additional New Notes 2007 or Companys American
    Depositary Shares (ADS). This
    payment-in-kind
    interest rate will increase to 12.5% for the period between
    August 1, 2006 and February 1, 2007, and to 13.0% for
    the period between February 1, 2007 and August 1,
    2007. If the Company elects to extend the maturity of the New
    Notes due 2007 until August 1, 2008, it would have to pay a
    pro rata portion of a cash fee equal to 4% of the then
    outstanding principal amount under its New Notes due 2007, and
    the applicable rate would be 12% payable in cash only. Grupo TMM
    has restricted cash in the amount of $347.9 million as of
    December 31, 2005, dedicated to prepay a portion of the New
    Notes 2007. Once this cash is applied to the payment of the
    New Notes due 2007, the Company is entitled to reduce the
    interest rate applicable to cash payments (up to 9.5%) by
    100 basis points as a consequence of the aggregate payment
    of such bonds (See Note 26).(3)
    
    Bank loan with Banco Invex, S.A. at an annual rate of 9.75% due
    on December 21, 2005. For 2005,this bank borrowing
    represents a credit line of up to $4.89 million
    (52 million pesos) for the sole purpose of acquiring
    transportation vehicles, payable in quarterly installments and
    monthly interest at a variable interest of Interbanking Interest
    Equalized Rate (TIIE) plus 550 basis points, due on
    June 20, 2008. The effective interest rate at the end of
    2005 is 14.0650%. F-26




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (4)
    
    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% 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: one directed to secure revenue and debt payment
    after obtaining the right to collect from PEMEX the services
    rendered; and the other to secure the vessel as collateral.  Covenants-
        2004


2005Maturity

Net Borrowings


Net Borrowings2006

$
3,028


$
2007


466,421



466,5082008






2,2482010






56,007$
469,449


$
524,763     2004


2005Book


Fair


Book


FairValue


Value


Value


ValueShort-term debt:Fixed-rate

$
151


$
151


$
12,858


$
12,685Variable-rate


1,671



1,671



1,647



1,647Transaction costs










(912
)


Interest payable


24,723



24,723



21,953



21,953$
26,545


$
26,545


$
35,546


$
36,285 Book


Fair


Book


FairValue


Value


Value


ValueLong-term debt:Fixed rate

$
511,582


$
513,816


$
543,984


$
554,963Variable rate


150



150



2,248



2,248Transaction costs


(42,283
)






(21,469
)


$
469,449


$
513,966


$
524,763


$
557,211  F-27




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   14.
    OBLIGATIONS
    FOR SALE OF RECEIVABLES:      Series 2003-A
    Certificate I

$
54,000Series 2003-A
    Certificate II


25,000Series 2003-A
    Certificate III


10,000Series 2003-A
    Certificate IV


6,300Interest payable


63595,935Payments


(21,000
)Deferred financing


(5,221
)Current portion


(19,956
)Outstanding obligation for the
    sale of long-term accounts receivable

$
49,758   15.
    CONVERTIBLE
    NOTES:         F-28




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    BALANCES
    AND TRANSACTIONS WITH RELATED PARTIES:    2004


2005(*)Accounts receivable:Marmex Marine, LLC (formerly
    Seacor Marine,
    Inc.)(1)

$
448


$
Seglo Operaciones
    Logísticas(2)






11$
448


$
11     (*)
    
    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)  Seacor
    Holdings (Seacor), strategic partner in
    Marítima Mexican, S.A. de C.V.
    (Marmex)
    2)  Seglo
    Operaciones Logísticas, S.A. de C.V. (a partner in the
    Logistics Division)
      2003


2004


2005Income:Management
    fee(1)

$
584


$
234


$
262Expense:Administrative
    services(2)


4,613



4,908



5,177Fees(2)


1,009



1,043



167Personnel on board
    items(3)


72



61



116     (1)
    
    Includes Grupo TMMs invoicing to Seglo S.A. in the amount
    of $119, $127 and $91, for the years ended December 31,
    2003, 2004 and 2005, respectively.  Includes Seglo Operaciones Logisticas, S. A. de C. V. invoicing
    to Seglo S. A. at December 2003 and 2004 for $102 and December
    2005 for $158.  (2)
    
    A transaction between Seglo Operaciones Logísticas, S. A.
    de C. V. and Seglo S. A.(3)
    
    Personnel at Marmex and Seacor Marine LLC in 2003, 2004 and 2005. F-29




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    ACCRUED
    EXPENSES:    2004


2005General expenses

$
10,414


$
11,778Operational expenses


2,791



10,507Taxes payable


11,691



5,787Purchased services


5,310



894Salaries and wages


2,359



2,937GM put option


13,545



Seacor Marine Internacional, LLC






15,600Other


715



1,342$
46,825


$
48,845   18.
    OTHER
    LONG TERM LIABILITIES:    2004


2005Dividend tax

$
4,836


$
4,384$
4,836


$
4,384   19.
    STOCKHOLDERS
    EQUITY:  Capital
    stock
      Dividends
       F-30




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    OTHER
    (EXPENSES) INCOME  NET:    2003


2004


2005Recoverable income tax and VAT

$
12,890


$
17,132


$
453(Loss) gain on sales of
    subsidiaries (Note 1)


(20,207
)


(60
)


3,520Restructuring costs and others


(21,657
)






Loss on sales of property and
    equipment  Net


(5,895
)






Reserve for BIMMSA contingencies


(6,168
)


(708
)


(39
)Goodwill amortization


(227
)


(227
)


Impairment test goodwill adjustment










(3,276
)Negative goodwill write-off










355Provision for SSA management fees


(802
)


(172
)


(1,348
)Cancellation of fees related with
    previous tranches of the obligations for sale of receivables


(6,190
)






Loss on disposition of assets


(5,000
)






Other  Net


(5,442
)


267



(687
)$
(58,698
)

$
16,232


$
(1,022
)   21.
    INCOME
    TAX, EMPLOYEES STATUTORY PROFIT-SHARING, ASSET TAX AND TAX
    LOSS CARRYFORWARDS:  Income
    tax
          2003


2004


2005Current income tax

$
(700
)

$
(231
)

$
(460
)Deferred income tax


(5,027
)


(43,300
)


63,186Net benefit (provision)


(5,727
)


(43,531
)


62,726Employees statutory
    profit-sharing










(397
)Asset Tax


(394
)


(172
)


(705
)Benefit (provision) for income
    taxes and employee profit sharing

$
(6,121
)

$
(43,703
)

$
61,624  F-31




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2003


2004


2005Loss before income taxes and
    minority interest

$
(120,430
)

$
(65,659
)

$
(85,495
)Income tax at 34% in 2003, 33% in
    2004 and 30% in 2005


40,946



21,667



25,649Increase (decrease) resulting from:Profits reported by the foreign
    subsidiaries


2,411



250



Inflationary effects on fixed
    assets and provisions


(33,191
)


60,837



125,961Inflationary effects related to
    indexing and exchange rate devaluation on tax loss
    carryforwards  Net


(21,761
)


(136,008
)


(175,346
)Non-deductible expenses


13,464



6,541



49,977Change in tax rates


(1,722
)


10,887



(5
)Other  Net


(6,268
)


(7,877
)


35,388Net income tax benefit (provision)

$
(6,121
)

$
(43,703
)

$
61,624       2004


2005Tax-loss carryforwards

$
94,660


$
215,647Valuation allowance


(73,122
)


(131,521
)21,538



84,126Income tax paid on dividends


351



370Inventories and provisions, net


26,750



14,882Concession rights and property,
    machinery and equipment


(24,738
)


(15,822
)Net deferred tax assets

$
23,901


$
83,556     Asset
    tax
   F-32




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Tax
    loss carryforwards
    Inflation-IndexedYear in Which


Amounts as of


Year ofLoss Arose


December 31, 2005


Expiration1996


$
761



20061997



6,621



20071998



14,239



20081999



7,885



20092000



11,884



20102001



9,121



20112002



59,417



20122003



102,516



20132004



56,314



20142005



480,988



2015$
749,746   Employees
    statutory profit-sharing
      22.
    FINANCIAL
    INFORMATION BY SEGMENT:   F-33




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     EliminationPorts and





Between SegmentsMaritime


Logistics


Terminals


Railroad


and Shared


TotalDecember 31, 2003

Division


Division


Division


Division


Accounts


ConsolidatedTransportation revenues

$
116,000


$
89,531


$
52,188


$
698,528


$
(18,204
)

$
938,043Costs and expenses


(101,719
)


(83,645
)


(37,171
)


(481,327
)


3,042



(700,820
)Depreciation and amortization


(6,263
)


(3,367
)


(4,496
)


(85,195
)


(885
)


(100,206
)Income on transportation

$
8,018


$
2,519


$
10,521


$
132,006


$
(16,047
)

$
137,017Costs, expenses and income not
    allocated






















(223,679
)Net loss for the year attributable
    to equity holders of Grupo TMM, S.A.





















$
(86,662
)Total assets by segment

$
224,662


$
94,410


$
43,452


$
2,121,733


$



$
2,484,257Shared assets


















(17,644
)


(17,644
)Total assets

$
224,662


$
94,410


$
43,452


$
2,121,733


$
(17,644
)

$
2,466,613Total liabilities by segment

$
74,881


$
56,744


$
38,125


$
1,141,880


$



$
1,311,630Shared liabilities


















423,591



423,591Total liabilities

$
74,881


$
56,744


$
38,125


$
1,141,880


$
423,591


$
1,735,221Total capital expenditures by
    segment

$
4,257


$
2,029


$
1,529


$
73,121


$



$
80,936Shared capital expenditures


















172



172Total capital expenditures

$
4,257


$
2,029


$
1,529


$
73,121


$
172


$
81,108Total non-cash transactions

$



$



$
2,362


$
120


$



$
2,482Shared non-cash transactions


















4,417



4,147Total non-cash transactions

$



$



$
2,362


$
120


$
4,417


$
6,629   F-34




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EliminationPorts and





Between SegmentsMaritime


Logistics


Terminals


Railroad


and Shared


TotalDecember 31, 2004

Division


Division


Division


Division


Accounts


ConsolidatedTransportation revenues

$
127,756


$
97,583


$
26,647


$
699,223


$
(20,880
)

$
930,329Costs and expenses


(108,066
)


(90,411
)


(24,146
)


(486,850
)


5,196



(704,277
)Depreciation and amortization


(5,033
)


(2,842
)


(2,111
)


(86,503
)


(275
)


(96,764
)Income on transportation

$
14,657


$
4,330


$
390


$
125,870


$
(15,959
)

$
129,288Costs, expenses and income not
    allocated






















(231,835
)Net loss for the year attributable
    to equity holders of Grupo TMM, S.A





















$
(102,547
)Total assets by segment

$
196,077


$
85,695


$
74,013


$
2,057,950


$



$
2,413,735Shared assets


















(61,698
)


(61,698
)Total assets

$
196,077


$
85,695


$
74,013


$
2,057,950


$
(61,698
)

$
2,352,037Total liabilities by segment

$
61,028


$
43,778


$
41,491


$
1,054,556


$



$
1,200,853Shared liabilities


















514,517



514,517Total liabilities

$
61,028


$
43,778


$
41,491


$
1,054,556


$
514,517


$
1,715,370Total capital expenditures by
    segment

$
50


$
6,982


$
590


$
44,408


$



$
52,030Shared non-cash transactions


















81



81Total non-cash transactions

$
50


$
6,982


$
590


$
44,408


$
81


$
52,111   F-35




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EliminationPorts and


Railroad


Between SegmentsMaritime


Logistics


Terminals


Division


and Shared


TotalDecember 31, 2005

Division


Division


Division


(*)


Accounts


ConsolidatedTransportation revenues

$
159,575


$
108,402


$
38,853


$
170,088


$
(12,861
)

$
464,057Costs and expenses


(129,523
)


(107,154
)


(35,334
)


(117,925
)


(4,475
)


(394,411
)Depreciation and amortization


(7,887
)


(2,192
)


(2,267
)


(22,431
)


(22
)


(34,799
)Income on transportation

$
22,165


$
(944
)

$
1,252


$
29,732


$
(17,358
)

$
34,847Costs, expenses and income not
    allocated






















136,457Net loss for the year attributable
    to equity holders of Grupo TMM, S.A.






















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.  23.
    PENSIONS
    AND SENIORITY PREMIUMS:     F-36




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2003


2004


2005Labor cost

$
546


$
424


$
442Financial cost


848



971



1,044Return on plan assets


(204
)


(182
)


(182
)Amortization of the transitory
    obligation and variations in assumptions


(127
)






Net period cost

$
1,063


$
1,213


$
1,304     2004


2005Projected benefit obligation

$
(11,498
)

$
(12,538
)Plan assets


1,842



2,024Unamortized transition amount


467



230Reserve for pensions and seniority
    premiums

$
(9,189
)

$
(10,284
)   24.
    EARNINGS
    (LOSS) PER SHARE:    2003


2004


2005Net (loss) / income for the year

$
(86,662
)

$
(102,547
)

$
171,304Weighted average number of shares
    outstanding (thousands)


56,963



56,963



56,963Basic (loss) / earnings per share

$
(1.521
)

$
(1.800
)

$
3.007   25.
    COMMITMENTS
    AND CONTINGENCIES:  a)  Commitments:
  Concession
    Duties
    Leases
    and charters
   F-37




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year

2004


20052005

$
42,138


$
2006


19,623



38,0782007


16,465



31,9182008


11,105



17,6972009 and thereafter


190



3,610$
89,521


$
91,303   Synthetic
    lease contracts
  Keith G.
    McCall and Isla Guadalupe
    Isla
    Azteca (ex-Seacor Alcina)
      Year

2004


20052004

$
2,869


$
2005


3,125



3,1252006


3,125



3,1252007


3,125



3,1252008


2,246



2,2462009


1,954



1,954Total

$
16,444


$
13,575   b)  Contingencies:
  1)    TFM
    Value-Added Tax Lawsuit and Mexican Government Put
   F-38




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2)    Disputes
    between Grupo and KCS
           F-39




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3)    The
    GM Put Option
                  4)    Other
    legal proceedings
       F-40




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    26.
    EVENTS
    AFTER THE BALANCE SHEET DATE:  VAT
    Earnout 
    Debt
    Reduction 
    Financing
    for the acquisition of 40% of
    Marmex 
  4-year
  Financing
    and acquisition of five offshore
    vessels 
  7-year
  Financing
    and acquisition of three offshore
    vessels 
  7-year
  Agreement
    for the purchase of 40% of the common stock of
    SMR 
  (Administracion Portuaria
    Integral de Manzanillo)
  Agreement
    for the purchase of one offshore
    vessel 
   F-41




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   27.
    RECONCILIATION
    OF DIFFERENCES BETWEEN IFRS AND U.S. GAAP:  a.  Reconciliation
    of consolidated net (loss) income attributable to equity holders
    of the Grupo TMM:
  Note


2003


2004


2005Net (loss) income under IFRS





$
(86,662
)

$
(102,547
)

$
171,304Sale and lease back transactions


i



3,220



3,220



1,339Pensions and seniority premium


ii



(304
)


88



(16
)Additional expense compensation


iii











(539
)Foreign exchange effect adjustments


iv



(60
)


(1,755
)


(1,544
)Deferred taxes


v



(22,428
)


3,500



12,172Goodwill amortization


vi



762



762



2,216Debt restructuring fees and
    expenses


vii







(14,829
)


6,385(Loss) gain on valuation of put
    option


ix



(6,779
)


6,779



Effect of U.S. GAAP
    adjustments on minority interest


x



225



20



(267
)U.S. GAAP adjustments related
    to discontinued operations


xi



64,956



(11,031
)


(79,432
)Net (loss) income under
    U.S. GAAP





$
(47,070
)

$
(115,793
)

$
111,618   b.  Reconciliation
    of stockholders equity attributable to equity holders of
    the Grupo TMM:
  Note


2004


2005Stockholders equity
    (deficit) under IFRS





$
(49,359
)

$
119,277Sale and lease back transactions


i



(1,339
)


Pensions and seniority premium


ii



208



178Additional compensation expense


iii







(539
)Deferred taxes


v



3,526



(4,711
)Goodwill amortization


vi



(2,216
)


Debt restructuring fees and
    expenses


vii



(14,829
)


(8,444
)Loss on acquisition of shares of
    subsidiaries from minority stockholders


viii







4,090Effect of U.S. GAAP
    adjustments on minority interest


x



287



21U.S. GAAP adjustments related
    to discontinued operations


xi



60,555



Stockholders equity
    (deficit) under U.S. GAAP





$
(3,167
)

$
109,872   c.
    Analysis
    of changes in stockholders equity attributable to equity
    holders of the Grupo TMM under U.S. GAAP  2004


2005Balance at beginning of period

$
112,626


$
(3,167
)Effect of currency translation






1,421Net (loss) income for the period


(115,793
)

$
111,618Balance at end of period

$
(3,167
)

$
109,872  F-42




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   d.  Significant
    differences between IFRS and U.S. GAAP:
  i.  Sale
    and lease back transactions
    ii.  Pensions
    and seniority premium
      2004


2005Actuarial present value of benefit
    obligations:Vested benefit obligation

$
7,543


$
7,948Non-vested benefit obligation


2,045



2,418Accumulated benefit obligation


9,588



10,366Additional benefits related to
    future compensation increase


1,911



2,172Projected benefit obligation

$
11,499


$
12,538     2003


2004


2005Benefit obligation at beginning of
    year

$
10,523


$
10,485


$
11,499Service cost


565



388



442Interest cost


953



911



1,044Actuarial (gain) loss


(805
)


481



360Benefits paid


(751
)


(766
)


(807
)Benefit obligation end of year or
    period

$
10,485


$
11,499


$
12,538     2004


2005Fair value of plan assets at
    beginning of year

$
1,953


$
1,842Exchange gain on plan assets


833



1,174Actual return on plan assets


(178
)


(181
)Benefits paid


(766
)


(807
)Fair value of plan assets at end
    of year

$
1,842


$
2,028   F-43




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2003


2004


2005Funded status

$
(8,532
)

$
(9,657
)

$
(10,510
)Unrecognized net actuarial (gain)
    loss


(536
)


137



(135
)Unrecognized net transition
    obligation and intangible asset


556



539



539Accrued benefit obligation

$
(8,512
)

$
(8,981
)

$
(10,106
)     2003


2004


2005Net periodic pension cost under
    IFRS

$
1,017


$
1,213


$
1,304Net periodic pension cost under
    U.S. GAAP


(1,321
)


(1,125
)


(1,320
)U.S. GAAP net (loss) income
    adjustment

$
(304
)

$
88


$
(16
)   2004


2005Accumulated benefit obligation
    under IFRS

$
9,189


$
10,284Accumulated benefit obligation
    under U.S. GAAP


(8,981
)


(10,106
)U.S. GAAP stockholders
    equity adjustment

$
208


$
178   iii.  Additional
    compensation expense
  IAS-19
  iv.  Foreign
    exchange effect adjustments
    2003


2004


2005Pensions and seniority Premium

$
478


$
(119
)

$
(18
)Deferred taxes


(538
)


(1,636
)


(1,526
)$
(60
)

$
(1,755
)

$
(1,544
)   v.  Deferred
    taxes
     F-44




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   vi.  Goodwill
    amortization
      vii.  Debt
    restructuring fees and expenses
      viii.
  ix.  Valuation
    of the put options
     F-45




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   x.  Effects
    of U.S. GAAP adjustments on minority interest
    xi.  Discontinued
    operations
  Sale
    of the Port Business
      Sale
    of the Railroad Business
          Net income

Note


2003


2004


2005Sale and lease back transactions


i


$
579


$



$
Foreign exchange effect adjustment


iv



15







Deferred taxes


v



127,095



(13,461
)


(173,087
)Deferred charges


xii



34



(323
)


520Dilution in sale of Mexrail


xiii







(9,165
)


Depreciation of
    step-up in
    Mexrail


xiv



(612
)


(357
)


Minority Interest


x



(62,155
)


12,275



93,135$
64,956


$
(11,031
)

$
(79,432
)   F-46




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stockholders,
    equity

Note


2004


2005Deferred taxes


v


$
154,211


$
Deferred Charges


xii



(520
)


Minority Interest


x



(93,136
)


$
60,555


$
     xii.  Deferred
    charges
    xiii.  Dilution
    in sale of Mexrail to TFM
  step-up
  step-up
      xiv.  Deferred
    financing costs
     F-47




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   xv.  Effect
    of recently issued accounting standards
  and/or
      e.  Concentration
    of credit risk
    f.  Environmental
    risks
       F-48




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   g.  Condensed
    consolidated balance sheets and income statements
    Condensed
    Consolidated Balance Sheets
  2004


2005Current assets

$
138,249


$
470,986Non-current assets classified as
    held for sale


2,234,220



Long-tem receivables KCS






48,763Concession rights and related
    assets  Net


4,929



4,441Property, machinery and
    equipment  Net


78,931



165,817Deferred income taxes


27,424



78,845Goodwill






4,090Other non-current assets


54,619



33,500Total assets

$
2,538,372


$
806,442Liabilities directly associated
    with non-current assetsClassified as held for sale

$
1,054,556


$Short-term debt


26,545



35,547Other short-term liabilities


91,234



72,139Total short-term liabilities


1,172,335



107,686Long-tem debt


511,732



547,144Other long-term liabilities


78,604



24,291Total long-term liabilities


590,336



571,435Total liabilities


1,762,671



679,121Minority interest


778,868



17,449Capital stock


121,158



121,158Retained earnings


(124,325
)


(11,286
)Total stockholders equity
    (deficit)


(3,167
)


109,872Total liabilities and
    stockholders equity

$
2,538,372


$
806,442  F-49




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Condensed
    Consolidated Statements of Income
  2003


2004


2005Transportation revenues

$
226,897


$
251,001


$
306,599Costs and expenses


235,359



246,632



299,708(Loss) income on transportation


(8,462
)


4,369



6,891Other (expenses)
    income  net


(51,815
)


19,352



202Operating (loss) income


(60,277
)


23,721



7,093Net financing cost


(63,021
)


(95,115
)


(84,747
)Loss before income taxes, minority
    interest and discontinued operations


(123,298
)


(71,394
)


(77,654
)(Provision) Benefit for income
    taxes and employee profit-sharing


(28,844
)


(40,203
)


73,796Minority interest


(1,588
)


(2,635
)


(4,455
)Loss before discontinued operations


(153,730
)


(114,232
)


(8,313
)Income (loss) from discontinued
    operations  Net


106,660



(1,561
)


119,931Net (loss) income for the year

$
(47,070
)

$
(115,793
)

$
111,618(Losses) earnings per share:From continuing operations

$
(2.698
)

$
(2.005
)

$
(0.146
)From discontinuing operations


1.872



(0.027
)


2.105Net attributable to equity holders
    of Grupo TMM

$
(0.826
)

$
(2.032
)

$
1.959Weighted average of shares
    (thousands)


56,963



56,963



56,963   28.
    GUARANTOR
    FINANCIAL INFORMATION:                   F-50




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    F-51




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S. A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING INCOME STATEMENT
 For the year ended December 31, 2003
 (amounts in thousands of U.S. Dollars)
  TMM


Combined


CombinedGrupo TMM,


Holdings,


Guarantor


Non-guarantorS. A.


S. A. de C. V.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedTransportation revenues

$
27,642


$



$
143,177


$
85,965


$
(29,887
)

$
226,897Costs and expenses


37,358



37



153,134



71,928



(30,463
)


231,994(Loss) income on transportation


(9,716
)


(37
)


(9,957
)


14,037



576



(5,097
)Other (expense)
    income  net 


(8,564
)






(7,076
)


(86,102
)


43,044



(58,698
)Operating (loss) income


(18,280
)


(37
)


(17,033
)


(72,065
)


43,620



(63,795
)Net financing cost


(55,772
)


(1
)


(8,440
)


7,578







(56,635
)Provisions for taxes


(13,628
)


237



12,168



(4,898
)






(6,121
)Equity interest


(40,913
)






(45,721
)






86,634



Net (loss) income from continuing
    operations


(128,593
)


199



(59,026
)


(69,385
)


130,254



(126,551
)Net income (loss) from discontinued
    operations


41,931



(17,734
)






41,931



(24,197
)


41,931Net (loss) income for the year
    under IFRS

$
(86,662
)

$
(17,535
)

$
(59,026
)

$
(27,454
)

$
106,057


$
(84,620
)Attributable to:Minority interest














(2,042
)






(2,042
)Equity holders of Grupo TMM

$
(86,662
)

$
(17,535
)

$
(59,026
)

$
(29,496
)

$
106,057


$
(86,662
)Reconciliation of differences
    between IFRS and U.S. GAAP:Net (loss) income for the year
    under IFRS attributable to equity holders of Grupo TMM

$
(86,662
)

$
(17,535
)

$
(59,026
)

$
(29,496
)

$
106,057


$
(86,662
)U.S. GAAP adjustments:Deferred taxes


3,276







(25,848
)


144







(22,428
)Investments in subsidiaries


75,773







12,692







(88,465
)


Sale and lease-back transactions


3,212











8







3,220Loss on valuation of put option














(6,779
)






(6,779
)U.S. GAAP adjustments on
    discontinued operations


(41,978
)


37,583







64,956



4,395



64,956Effect of U.S. GAAP adjustment
    on minority interest














225







225Others


(691
)






645



444







398Total U.S. GAAP adjustments


39,592



37,583



(12,511
)


58,998



(84,070
)


39,592Net (loss) income for the year
    under U.S. GAAP attributable to equity holders of Grupo TMM

$
(47,070
)

$
20,048


$
(71,537
)

$
29,502


$
21,987


$
(47,070
)  F-52




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S.A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the year ended December 31, 2003
 (amounts in thousands of U.S. Dollars)
  TMM


Combined


CombinedGrupo TMM,


Holdings,


Guarantor


Non-guarantorS.A.


S.A. de C.V.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating
    activities:Net (loss) income under continuing
    operations

$
(128,593
)

$
199


$
(59,026
)

$
(69,385
)

$
130,254


$
(126,551
)Adjustments to reconcile net (loss)
    income to net cash provided by (used in) operating activities


59,452



(237
)


67,956



11,764



(86,634
)


52,301Net change in working capital


140,869



38



(106,649
)


25,030



(23,730
)


35,558Net cash provided by (used in)
    operating activities


71,728







(97,719
)


(32,591
)


19,890



(38,692
)Cash flows from investing
    activities:Sale of property, machinery and
    equipment


30







128,849



7,382







136,261Acquisition of property, machinery
    and equipment


(2,802
)






(1,797
)


(4,837
)






(9,436
)Net cash (used in) provided by
    investing activities


(2,772
)






127,052



2,545







126,825Cash flows from financing
    activities:Payments from convertible notes


(13,295
)


















(13,295
)Short-term bank
    payments  net 


(798
)






(989
)










(1,787
)(Payments) proceeds from commercial
    paper  net 


(45,950
)










30,000







(15,950
)Cash paid from sale of accounts
    receivable  Net 


(2,605
)






(7,815
)










(10,420
)Dividends paid to minority
    stockholders














(8,000
)






(8,000
)Payments under capital lease
    obligations










(83
)


(750
)






(833
)Net cash (used in) provided by
    financing activities


(62,648
)






(8,887
)


21,250







(50,285
)Net increase (decrease) in cash and
    cash equivalents


6,308







20,446



(8,796
)


19,890



37,848Cash and cash equivalents at
    beginning of the year


3,963







16,586



26,657



(19,890
)


27,316Cash and cash equivalents at end of
    the year

$
10,271


$



$
37,032


$
17,861


$



$
65,164  F-53




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S.A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING BALANCE SHEET
 As of December 31, 2004
 (amounts in thousands of U.S. Dollars)
  TMM


Combined


CombinedGrupo TMM,


Holdings,


Guarantor


Non-guarantorS.A.


S.A. de C.V.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedTotal current assets

$
48,785


$
12


$
151,050


$
69,579


$
(131,244
)

$
138,182Non-current assets held for sale


17,364











2,063,165







2,080,529Concessions rights and related
    assets  net 














4,929







4,929Property, machinery, and
    equipment  net 


5,550







51,885



22,901







80,336Deferred cost and other assets


9,549







7,555



9,293



(17,368
)


9,029Deferred income tax










35,191



(11,290
)






23,901Equity investments


483,679



277,799



659,130



20,708



(1,426,185
)


15,131Total assets

$
564,927


$
277,811


$
904,811


$
2,179,285


$
(1,574,797
)

$
2,352,037Total short-term liabilities

$
113,348


$
99


$
51,075


$
1,148,057


$
(140,244
)

$
1,172,335Total long-term liabilities


500,938







42,065



32







543,035Total liabilities


614,286



99



93,140



1,148,089



(140,244
)


1,715,370Capital stock


121,158



415,952



294,131



364,179



(1,074,262
)


121,158Accumulated (deficit) retained
    earnings


(170,517
)


(138,240
)


517,540



(19,009
)


(360,291
)


(170,517
)(49,359
)


277,712



811,671



345,170



(1,434,553
)


(49,359
)Minority interest














686,026







686,026Total stockholders equity


(49,359
)


277,712



811,671



1,031,196



(1,434,553
)


636,667Total liabilities and
    stockholders equity

$
564,927


$
277,811


$
904,811


$
2,179,285


$
(1,574,797
)

$
2,352,037Reconciliation of differences
    between IFRS and U.S. GAAP:Total stockholders equity
    attributable to equity holders of Grupo TMM under IFRS

$
(49,359
)

$
277,712


$
811,671


$
345,170


$
(1,434,553
)

$
(49,359
)U.S. GAAP adjustments:Deferred taxes


4,846







(608
)


(712
)






3,526Equity investments


57,306



60,557



60,124







(177,987
)


Sale and lease-back transactions


(1,339
)


















(1,339
)Debt restructuring fees and expenses


(14,829
)


















(14,829
)U.S. GAAP adjustments on
    discontinued operations














60,555







60,555Effect of U.S. GAAP
    adjustments on minority interest














287







287Others


208







(2,216
)










(2,008
)Total U.S. GAAP adjustments


46,192



60,557



57,300



60,130



(177,987
)


46,192Total stockholders equity
    attributable to equity holders of Grupo TMM under U.S. GAAP

$
(3,167
)

$
338,269


$
868,971


$
405,300


$
(1,612,540
)

$
(3,167
)  F-54




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S.A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING INCOME STATEMENT
 For the year ended December 31, 2004
 (amounts in thousands of U.S. Dollars)
  TMM


Combined


CombinedGrupo TMM,


Holdings,


Guarantor


Non-guarantorS.A.


S.A. de C.V.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedTransportation revenues

$
69,073


$



$
155,773


$
101,716


$
(75,561
)

$
251,001Costs and expenses


21,407



43



154,962



147,074



(75,905
)


247,581Income (loss) on transportation


47,666



(43
)


811



(45,358
)


344



3,420Other (expense)
    income  net 


(3,452
)






18,669



233



782



16,232Operating income (loss)


44,214



(43
)


19,480



(45,125
)


1,126



19,652Net financing cost


(70,191
)






(9,686
)


(5,434
)






(85,311
)Provisions for taxes


(27,882
)


(16
)


(12,753
)


(3,052
)






(43,703
)Equity interest


(48,688
)






(39,322
)


2,474



85,536



Net (loss) income from continuing
    operations


(102,547
)


(59
)


(42,281
)


(51,137
)


86,662



(109,362
)Net (loss) income from discontinued
    operations






(55,274
)






9,470



55,274



9,470Net (loss) income for the year
    under IFRS

$
(102,547
)

$
(55,333
)

$
(42,281
)

$
(41,667
)

$
141,936


$
(99,892
)Attributable to:Minority interest














2,655







2,655Equity holders of Grupo TMM

$
(102,547
)

$
(55,333
)

$
(42,281
)

$
(44,322
)

$
141,936


$
(102,547
)Reconciliation of differences
    between IFRS and U.S. GAAP:Net (loss) income for the year
    under IFRS attributable to equity holders of Grupo TMM

$
(102,547
)

$
(55,333
)

$
(42,281
)

$
(44,322
)

$
141,936


$
(102,547
)U.S. GAAP adjustments:Deferred taxes


5,357







(726
)


(1,131
)






3,500Equity investments


(4,798
)


(4,214
)


(4,851
)






13,863



Sale and lease-back transactions


3,220



















3,220Debt restructuring fees and expenses


(14,829
)


















(14,829
)Gain on valuation of put option














6,779







6,779U.S. GAAP adjustments on
    discontinued operations














(11,031
)






(11,031
)Effect of U.S. GAAP
    adjustments on minority interest














20







20Others


(2,196
)






783



508







(905
)Total U.S. GAAP adjustments


(13,246
)


(4,214
)


(4,794
)


(4,855
)


13,863



(13,246
)Net income (loss) for the year
    under U.S. GAAP attributable to equity holders of Grupo TMM

$
(115,793
)

$
(59,547
)

$
(47,075
)

$
(49,177
)

$
155,799


$
(115,793
)  F-55




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S.A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the year ended December 31, 2004
 (amounts in thousands of U.S. Dollars)
  TMM


Combined


CombinedGrupo TMM,


Holdings,


Guarantor


Non-guarantorS.A.


S.A. de C.V.


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating
    activities:Net (loss) income under continuing
    operations

$
(102,547
)

$
(59
)

$
(42,281
)

$
(51,137
)

$
86,662


$
(109,362
)Adjustments to reconcile net income
    (loss) to net cash provided by (used in) operating activities


81,432



16



56,187



4,522



(85,137
)


57,020Net change in working capital


44,540



43



(32,181
)


61,623



(23,496
)


50,529Net cash provide by (used in)
    operating activities


23,425







(18,275
)


15,008



(21,971
)


(1,813
)Cash flows from investing
    activities:Sale of property, machinery and
    equipment


22







736



616







1,374Acquisition of property, machinery
    and equipment.


(3,610
)






(9,078
)


(2,590
)






(15,278
)Net cash used in investing
    activities


(3,588
)






(8,342
)


(1,974
)






(13,904
)Cash flow from financing activities:Short-term bank
    payments  Net 


(450
)


















(450
)Payments under capital lease
    obligations










(94
)










(94
)Payments under long-term debt










(1,236
)










(1,236
)Cash paid from sale of accounts
    receivable  Net 


(332
)






(996
)










(1,328
)Net cash used in financing
    activities


(782
)






(2,326
)










(3,108
)Net increase (decrease) in cash and
    cash equivalents


19,055







(28,943
)


13,034



(21,971
)


(18,825
)Cash and cash equivalents at
    beginning of the year


10,271







37,032



17,861







65,164Cash and cash equivalents at end of
    the year

$
29,326


$



$
8,089


$
30,895


$
(21,971
)

$
46,339  F-56




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S.A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING BALANCE SHEET
 As of December 31, 2005
 (amount in thousands of U.S. Dollars)
  TMM


Combined


CombinedGrupo TMM,


Holdings,


Guarantor


Non-guarantorS. A.


S.A. de C.V. (*)


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedTotal current assets

$
478,448


$



$
102,303


$
19,294


$
(129,059
)

$
470,986Non-current assets held for sale


48,763



















48,763Concession rights and related
    assets  Net 














4,441







4,441Property, machinery and
    equipment  Net 


6,169







152,184



7,471



(7
)


165,817Deferred cost and other assets


9,726







117,415



9,404



(124,368
)


12,177Deferred income tax


31,370







54,911



(2,725
)






83,556Equity investments


118,634







48,866



1,163



(161,277
)


7,386Total assets

$
693,110


$



$
475,679


$
39,048


$
(414,711
)

$
793,126Total short-term liabilities

$
67,840






$
160,167


$
5,248


$
(126,109
)

$
107,146Total long-term liabilities


505,993







43,233



8







549,234Total liabilities

$
573,833


$



$
203,400


$
5,256


$
(126,109
)

$
656,380Capital stock

$
121,158






$
332,773


$
7,687



(340,460
)


121,158Accumulated (deficit) retained
    earnings


(1,881
)






(60,765
)


8,907



51,858



(1,881
)$
119,277


$



$
272,008


$
16,594


$
(288,602
)

$
119,277Minority interest










271



17,198







17,469Total stockholders equity


119,277







272,279



33,792



(288,602
)


136,746Total liabilities and
    stockholders equity

$
693,110


$



$
475,679


$
39,048


$
(414,711
)

$
793,126Reconciliation of differences
    between IFRS and U.S. GAAP:Total stockholders equity
    attributable to equity holders of Grupo TMM under IFRS

$
119,277


$



$
272,008


$
16,594


$
(288,602
)

$
119,277U.S. GAAP adjustments:Deferred taxes


(2,764
)






(1,897
)


(50
)






(4,711
)Equity investments


1,650















(1,650
)


Debt restructuring fees and expenses


(8,444
)


















(8,444
)Goodwill














4090







4,090Effect of U.S. GAAP
    adjustments on minority interest














21







21Others


153







(507
)


(7
)






(361
)Total U.S. GAAP adjustments

$
(9,405
)

$



$
(2,404
)


4,054


$
(1,650
)

$
(9,405
)Total stockholders equity
    attributable to equity holders of Grupo TMM under U.S. GAAP

$
109,872


$



$
269,604


$
20,648


$
(290,252
)

$
109,872     *
    
    The company was merged (see note 1) F-57




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S.A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING INCOME STATEMENT
 For the year ended December 31, 2005
 (amounts in thousands of U.S. Dollars)
  TMMHoldings,


Combined


CombinedGrupo TMM,


S.A. de C.V.


Guarantor


Non-guarantorS.A.


(*)


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedTransportation revenues

$
28,312


$



$
275,444


$
38,760


$
(35,917
)

$
306,599Costs and expenses


22,971



1



277,888



32,929



(32,305
)


301,484Income (loss) on transportation


5,341



(1
)


(2,444
)


5,831



(3,612
)


5,115Net gain on the sale of the port
    business






















Other income
    (expense)  Net 


519,990



(923
)


(225,213
)


(2,634
)


(292,242
)


(1,022
)Operating income (loss)

$
525,331


$
(924
)

$
(227,657
)

$
3,197


$
(295,854
)

$
4,093Net financing cost


(131,056
)






40,729



742



(3
)


(89,588
)Provisions for taxes


9,090



(6
)


51,897



643







61,624Equity interest


(208,909
)






(91,500
)






300,409



Net income (loss) under continuing
    operations


194,456



(930
)


(226,531
)


4,582



4,552



(23,871
)Net (loss) income from
    discontinued operations

$
(23,152
)

$
930


$
229,286


$
(6,337
)

$
(1,364
)

$
199,363Net income (loss) for the year
    under IFRS

$
171,304


$



$
2,755


$
(1,755
)

$
3,188


$
175,492Attributable to:Minority interest










(16
)


4,204







4,188Equity holders of Grupo TMM

$
171,304


$



$
2,771


$
(5,959
)

$
3,188


$
171,304Reconciliation of differences
    between IFRS and U.S. GAAP:Net income (loss) for the year
    under IFRS attributable to equity holders of Grupo TMM

$
171,304


$



$
2,771


$
(5,959
)

$
3,188


$
171,304U.S. GAAP adjustments:Deferred taxes


12,133







(18,944
)


18,983







12,172Equity investments


(98,145
)














98,145



Sale and lease-back transactions


1,339



















1,339Debt restructuring fees and
    expenses


6,385



















6,385U.S. GAAP adjustments on
    discontinued operations


18,876











(98,308
)






(79,432
)Effect of U.S. GAAP
    adjustments on minority interest














(267
)






(267
)Others


(274
)






(1,025
)


1,416







117Total U.S. GAAP adjustments


(59,686
)






(19,969
)


(78,176
)


98,145



(59,686
)Net income (loss) for the year
    under U.S. GAAP attributable to equity holders of Grupo TMM

$
111,618


$



$
(17,198
)

$
(84,135
)

$
101,333


$
111,618     *
    
    The company was merged (see note 1) F-58




---



##### Table of Contents



GRUPO
    TMM, S.A. AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   GRUPO
    TMM, S.A. AND SUBSIDIARIES
  CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 For the year ended December 31, 2005
 (amounts in thousands of U.S. Dollars)
  TMMHoldings,


Combined


CombinedGrupo TMM,


S.A. de C.V.


Guarantor


Non-guarantorS.A.


(*)


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating
    activities:Net income (loss) under continuing
    operations

$
194,456


$
(930
)

$
(226,531
)

$
4,582


$
4,552


$
(23,871
)Adjustments to reconcile net
    income (loss) to net cash provided by (used in) operating
    activities


212,919



6



49,330



(350,699
)


(300,366
)


(388,810
)Net change in working capital


(895,246
)


924



311,376



321,964



317,784



56,802Net cash (used in) provided by
    operating activities

$
(487,871
)

$



$
134,175


$
(24,153
)

$
21,970


$
(355,879
)Cash flows from investing
    activities:Sale of property, machinery and
    equipment


1,112







2,302



446







3,860Acquisition of property, machinery
    and equipment


567,899







(99,741
)


3,698







471,856Others investing
    activities  Net


(38,459
)






387











(38,072
)Net cash provided by (used in)
    investing activities

$
530,552


$



$
(97,052
)

$
4,144


$



$
437,644Cash flows from financing
    activities:Short-term bank
    payments  Net 


(600
)


















(600
)Payments under capital lease
    obligations










(151
)










(151
)Payments under long-term debt


(51,786
)






52,326











540Cash paid from sale of accounts
    receivable  Net 


(18,743
)






(56,229
)










(74,972
)Net cash used in financing
    activities

$
(71,129
)

$



$
(4,054
)

$



$



$
(75,183
)Net (decrease) increase in cash
    and cash equivalents


(28,448
)






33,069



(20,009
)


21,970



6,582Cash and cash equivalents at
    beginning of the year


29,326







8,088



30,895



(21,970
)


46,339Cash and cash equivalents at end
    of the year

$
878


$



$
41,157


$
10,886


$



$
52,921     *
    
    The company was merged (see note 1) F-59




---



##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  Juan
    Fernandez Galeazzi