UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the six-month period ended June 30, 2013

Commission File Number 001-31894

ALESTRA, S. de R.L. de C.V.

(Translation of Registrant’s name into English)

Ave. Lázaro Cárdenas No. 2321, 9th Floor

Col. Residencial San Agustín

San Pedro Garza García N.L. 66260 México

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Table of Contents

This report on Form 6-K consists of a management’s discussion and analysis of financial condition and results of operations and unaudited condensed consolidated financial statements for Alestra, S. de R.L. de C.V. (“Alestra”) and its subsidiary, Servicios Alestra, S.A. de C.V. (“Servicios Alestra”), of June 30, 2013 and December 31, 2012 and for the three-month and six-month periods ended June 30, 2013 and 2012.

As of January 1, 2012, the company adopted International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), for the preparation of its consolidated financial statements. Prior to 2012, the company prepared its audited consolidated financial statements in accordance with Mexican Financial Reporting Standards (“Mexican FRS”). The unaudited condensed consolidated financial statements for the six-month periods ended June 30, 2013 and 2012 have been prepared in accordance with IAS 34, ‘Interim financial reporting.’ The unaudited condensed consolidated financial statements for the six-month periods ended June 30, 2013 and 2012 should be read in conjunction with the annual financial statements for the year ended December 31, 2012, which have been prepared in accordance with IFRS. Any subsequent changes recognized in the annual consolidated financial statements at December 31, 2013, might result in modifications to previously reported information.

The financial information is presented in nominal Mexican Pesos (“Pesos” or “Ps.”), unless otherwise noted, for the convenience of the reader. Please note that figures in certain tables in this Form 6-K may not be exactly the sum of the preceding amounts due to rounding.

In this report on Form 6-K, unless the context otherwise requires, the terms “we,” “us,” “our,” “our company” and “ourselves” mean Alestra, S. de R.L. de C.V. (“Alestra”) and its subsidiary, Servicios Alestra, S.A. de C.V. (“Servicios Alestra”).

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This report on Form 6-K includes or incorporates forward-looking statements. These statements relate to our future prospects, developments and business strategies and are identified by our use of terms and phrases such as “anticipate,” “believe,” “could,” “would,” “will,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “goals,” “target,” “strategy” and similar terms and phrases, and may include references to assumptions.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, regional, national or global economic, business, market and regulatory conditions, and the following:

•

general economic conditions in the United States of Mexico (“Mexico”), the United States of America (“U.S.”) and any significant economic or political developments in those countries;

•

the competitive nature of providing information technology (“IT”), data, internet, local and long distance telephone services;

•

our ability to attract new customers;

•

changes in our regulatory environment, particularly changes to the regulation of the telecommunications industry;

•

views of regulators in connection with the validity of our concessions or interpretations that result in the revocation or non-extension of concessions;

•

the risks associated with our ability to implement our strategy;

•

customer turnover;

•

declining rates for long distance traffic;

•

technological innovations;

•

our need for substantial capital;

•

performance of financial markets and our ability to refinance our financial obligations when they come due;

•

our ability to service our debt;

•

limitations on our access to sources of financing on competitive terms;

•

currency exchange rates, including the Mexican Peso/U.S. dollar exchange rate;

•

changes in our costs of doing business, including, but not limited to, costs associated with billing and collection, marketing and sales, and personnel training and travel expenses;

•

changes in the applicable fixed-to-mobile and long-distance termination rates, including legal challenges that could materially delay or cancel any benefits arising from new resolutions from the regulatory authorities;

•

changes in the policies of central banks and/or foreign governments; and

•

other factors described under the heading “Risk Factors” in our annual report on Form 20-F for the year ended December 31, 2012 and elsewhere in this report on Form 6-K.

Should one or more of these factors or situations materialize, or should the underlying assumptions prove to be incorrect, the actual results may differ considerably from those that are described, foreseen, considered, estimated, expected, predicted or intended in this report on Form 6-K.

These forward-looking statements speak only as of the date of this report on Form 6-K and we undertake no obligation to update our forward-looking statements or risk factors to reflect new information, future events or otherwise. Additional factors affecting our business emerge from time to time and it is not possible for us to predict all of these factors, nor can we assess the impact of all such factors on our business or the extent to which any factor, or combination of factors, may cause actual results to

differ materially from those contained in any forward-looking statement. Although we believe that the plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that those plans, intentions or expectations will be achieved. In addition, you should not interpret statements regarding past trends or activities as assurances that those trends or activities will continue in the future. All written, oral and electronic forward-looking statements attributable to us or to the persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. See Item 1. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements as of June 30, 2013 and December 31, 2012 and for the three-month and six-month periods ended June 30, 2013 and 2012 and the notes thereto contained elsewhere herein.

Six-month period ended June 30, 2013 compared to the six-month period ended June 30, 2012

Revenues

Total revenue during the six-month period ended June 30, 2013 was Ps. 2,441.9 million, a 4.9%, or Ps. 113.7 million, increase from total revenue of Ps. 2,328.2 million for the same period in 2012. This increase was the result of both our enterprise segment and other segments revenues.

Enterprise Segment. Revenues increased 4.4%, or Ps. 97.2 million, to Ps. 2,315.8 million in the six-month period ended June 30, 2013, from Ps. 2,218.7 million for the same period in 2012. This increase was primarily due to an increase in our IT, data, internet and local services revenues partially offset by a decrease in long distance services revenues. Our enterprise segment represented 94.8% of our total revenues in the six-month period ended June 30, 2013 as compared to 95.3% during the same period in 2012.

Other Segments. Revenues increased 15.1%, or Ps. 16.5 million, to Ps. 126.0 million in the six-month period ended June 30, 2013, from Ps. 109.5 million for the same period in 2012. This increase was primarily due to an increase in both our IT, data, internet and local services and long distance services revenues.

During the six-month period ended June 30, 2013, IT, data, internet and local services revenues reached Ps. 2,047.0 million, an 8.8%, or Ps. 165.0 million, increase from Ps. 1,882.1 million for the same period in 2012. The increase in IT, data, internet and local services revenues was primarily due to an increase in services such as managed networks, VPN, security and collaboration services as well as cloud and hosting services. Our IT, data, internet and local services represented 83.8% of our total revenues during the six-month period ended June 30, 2013, compared to 80.8% during the same period in 2012.

Revenues from our long distance services for the six-month period ended June 30, 2013 decreased 11.5%, or Ps. 51.2 million, to Ps. 394.8 million from Ps. 446.1 million for the same period in 2012. The decrease in long distance revenues was due to a decrease in domestic long distance services partially offset by an increase in international traffic. Our long distance services represented 16.2% of our total revenues during the six-month period ended June 30, 2013, compared to 19.2% during the same period in 2012.

Cost of services (excluding depreciation and amortization)

Our cost of services consisted primarily of interconnection costs, including:

•

fees for leased lines, typically paid on a per-circuit per-month basis to Teléfonos de México S.A.B. de C.V.(“Telmex”) and other last-mile access providers;

•

interconnection costs, including local access charges and resale expenses, paid on a per-minute basis, primarily to Telmex; and

•

international settlement payments to foreign carriers on a per-minute basis for the completion of international calls originated by us in Mexico.

Cost of services (excluding depreciation and amortization) decreased 30.8%, or Ps. 164.0 million, to Ps. 369.2 million for the six-month period ended June 30, 2013 from Ps. 533.2 million for the same period in 2012. Cost of services (excluding depreciation and amortization) in the six-month period ended June 30, 2012 includes a one-time cost benefit in long distance and local services amounting to Ps. 160.7 million related to the resolution of a fixed-to-mobile interconnection rates dispute with Telcel, while cost of services (excluding depreciation and amortization) in the six-month period ended June 30, 2013 includes a cost benefit in long distance services amounting to Ps. 252.8 million related to the favorable legal resolution regarding the 2009 interconnection rates dispute with Telmex.

Enterprise Segment. Costs of services decreased 35.1%, or Ps. 178.3 million, to Ps. 329.8 million in the six-month period ended June 30, 2013 from Ps. 508.1 million for the same period in 2012. This decrease is primarily due to the cost benefits detailed above combined with a reduction in lease lines due to the expansion of our network and last-mile connections, and partially offset by an increase of IT, data, internet and local services costs as a result of higher volume of those services.

Other Segments. Cost of services increased 57.0%, or Ps. 14.3 million, to Ps. 39.4 million in the six-month period ended June 30, 2013 from Ps. 25.1 million for the same period in 2012. This increase is primarily attributable to an increase in the volume of international long distance services in our other segments.

Cost of IT, data, internet and local services increased 12.5%, or Ps. 51.7 million, to Ps. 463.9 million for the six-month period ended June 30, 2013 from Ps. 412.3 million for the same period in 2012. This increase is primarily attributable to the cost benefit in local services related to the resolution of a fixed-to-mobile interconnection rates dispute with Telcel in the six-month period ended June 30, 2012 combined with higher volume of managed networks, VPN, security and collaboration services as well as cloud and hosting services.

Cost of long distance services decreased 178.4%, or Ps. 215.7 million, resulting in a benefit of Ps. 94.8 million for the six-month period ended June 30, 2013, compared to a cost of Ps. 120.9 million for the same period in 2012. This decrease is primarily attributable to the cost benefits detailed above combined with a reduction in our domestic long distance services volume.

Administrative and selling expenses (excluding depreciation and amortization)

Administrative and selling expenses (excluding depreciation and amortization) increased 7.5%, or Ps. 66.3 million, to Ps. 909.7 million for the six-month period ended June 30, 2013 from Ps. 839.4 million for the same period in 2012, primarily as a result of higher personnel expenses combined with the maintenance costs of our growing fiber optics network and IT services infrastructure. For the six-month periods ended June 30, 2013 and 2012, administrative and selling expenses (excluding depreciation and amortization) represented 39.1% and 38.1% of total revenues, respectively.

Depreciation and amortization

Depreciation and amortization amounted to Ps. 406.2 million in the six-month period ended June 30, 2013, and Ps. 421.4 million in the same period in 2012. This decrease is mainly attributable to certain assets that were fully depreciated in 2012 and therefore unable to be further depreciated in 2013. Depreciation and amortization allocated to cost of services and administration and selling expenses, amounted to Ps. 362.3 million and Ps. 43.9 million respectively, in the six-month period ended June 30, 2013, and Ps. 373.5 million and Ps. 47.9 million, respectively, in the six-month period ended June 30, 2012.

Operating income

Operating income increased 42.4%, or Ps. 224.0 million, to Ps. 751.6 million in the six-month period ended June 30, 2013 from Ps. 527.7 million for the same period in 2012. This increase was primarily attributable to higher revenues combined with a reduction in costs of services, partially offset by the increase in operating expenses explained above.

Finance result

We recorded a Ps. 127.9 million and Ps. 102.9 million comprehensive financial loss during the six-month periods ended June 30, 2013 and 2012, respectively. The following table sets forth our comprehensive financial results for the periods indicated:


(in millions)	Six-month period ended June 30,
(in millions)	2013			2012

Finance income	Ps.	44.1		Ps.	70.8

Finance cost		(172.0	)		(173.7	)


Finance result, net	Ps.	(127.9	)	Ps.	(102.9	)

We record a foreign exchange gain or loss within finance income or finance cost, as applicable, with respect to U.S. dollar-denominated net monetary position of assets and liabilities when the Peso appreciates or depreciates in relation to the U.S. dollar. Our U.S. dollar-denominated monetary liabilities exceeded our U.S. dollar-denominated monetary assets for the six-month periods ended June 30, 2013 and June 30, 2012.

Finance income amounted to Ps. 44.1 million in the six-month period ended June 30, 2013 from Ps. 70.8 million in the same period in 2012. In the six-month period ended June 30, 2013, we recorded the financial products from the Escrow Account (defined below) related to the favorable legal resolution regarding the 2009 interconnection rates dispute with Telmex that amounted to Ps. 37.1 million. In the six-month period ended June 30, 2012, we recorded a foreign exchange gain of Ps. 60.3 million, as a result of the 2.3% appreciation of the value of the Peso against the U.S. dollar during that period.

Our finance cost totaled Ps. 172.0 million during the six-month period ended June 30, 2013, and Ps. 173.7 million during the six-month period ended June 30, 2012. In the six-month period ended June 30, 2013, we recorded a foreign exchange loss that amounted to Ps. 3.5 million, as a result of the 0.1% depreciation of the value of the Peso against the U.S. dollar during that period. In the six-month period ended June 30, 2012, we recorded interest expenses amounting to Ps. 1.4 million related to vendor financing facilities which principal amounts were fully paid in 2012.

Income Tax and IETU

We and our subsidiary, Servicios Alestra, are required to pay the greater of the income tax or the flat tax (Impuesto Empresarial a Tasa Única, or “IETU”), which are computed separately for each entity. We participate in the tax consolidation of Alfa, our holding company. For the six-month period ended June 30, 2013, we recorded an income tax provision using an income tax effective rate of 28%, and an income tax effective rate of 23% for the same period in 2012.

For the six-month period ended June 30, 2013, our income tax was higher than our IETU tax; accordingly, we have not recognized any IETU in our consolidated statement of operations.

Net income (loss)

As a result of the above factors, in the six-month period ended June 30, 2013, we recorded a net income of Ps. 451.9 million compared to a net income of Ps. 326.1 million in the same period in 2012.

Liquidity and Capital Resources

Current Liquidity

As of June 30, 2013, we had Ps. 889.3 million of unrestricted cash available, compared to Ps. 410.5 million of unrestricted cash as of December 31, 2012. In the six-month period ended June 30, 2013, our cash from operating activities amounted to Ps. 1,144.3 million, and the net cash used in investing and financing activities amounted to Ps. 509.4 million and Ps. 157.9 million, respectively.

Our unrestricted cash balance consists of cash and temporary investments with original maturities of three months or less.

Our treasury policy is to invest in highly liquid temporary cash investments issued by the U. S. and Mexican governments, major U.S. and Mexican banks, and corporations with high investment grade. As of June 30, 2013, we had cash of Ps. 23.8 million and temporary investments of Ps. 865.5 million, of which 81.3% were in Peso-denominated instruments and 18.7% in U.S. dollar-denominated instruments. We believe that our cash and cash equivalents balance is sufficient for our present requirements.

As of June 30, 2013 and December 31, 2012, our ratio of current assets to current liabilities was 1.98x and 1.49x respectively.


(in millions)	As of June 30, 2013		As of December 31, 2012
Unrestricted cash balance	Ps.	889.3	Ps.	410.5

Current ratios (times)		1.98x		1.49x

On September 8, 2009, a trust was created by us and Telmex, with BBVA Bancomer as a trustee (the “Escrow Account”), to guarantee the payment of interconnection services for the years 2008, 2009 and 2010. Since the dispute regarding 2009 interconnections rates has been resolved, the Escrow Account includes only the amount corresponding to years 2008 and 2010. As of June 30, 2013, the trust balance was Ps. 140.2 million, registered as restricted cash included as non-current assets in our statement of financial position.

Capital expenditures during the six-month period ended June 30, 2013 amounted to Ps. 696.0 million, as compared to Ps. 299.3 million in the same period in 2012. Our 2013 capital expenditure program includes investments to expand our network, to provide new services to customers, to provide customers direct access connections to our network and to extend our network to customers, commonly referred to as last-mile access, as well as the construction of our data center in Querétaro. As of the date of this report on Form 6-K, our capital expenditure program is proceeding according to schedule.

Indebtedness

As of June 30, 2013 and December 31, 2012, our total indebtedness amounted to U.S. $ 200.0 million, comprised of a U.S.$ 200.0 million issuance of 11.750% senior unsecured notes due 2014, which has paid interest semi-annually in cash in arrears on February 11 and August 11, since February 11, 2010. The principal amortization is payable at maturity on August 11, 2014.

On December 23, 2011, we signed a committed revolving facility with Comerica Bank for U.S. $20.0 million, which bears interest at a three-month adjusted LIBOR rate plus 3.00%. The revolving facility is due in June 2014 and currently remains unused.

On June 5, 2012, we signed a revolving credit line with Bancomext in an amount of Ps. 450.0 million which matures on June 5, 2016. This facility is currently unused.

Relevant Events

In April 2013, we received official legal notification of the resolution regarding the 2009 dispute with Telmex. As a result, we received the refund of the amount deposited in the Escrow Account related to the disputed amount regarding interconnection rates for 2009, along with the corresponding interest thereon, amounting to Ps. 284.2 million. In addition, as explained throughout this report on Form 6-K, this resulted in a cost reduction and the elimination of its related provision in the amount of Ps. 252.8 million.

In June, 2013, we created a new subsidiary “Ingenieria de Soluciones Alestra, S. A. de C. V.” Its main business will consist in providing specialized technical services in the installation and maintenance of telecommunication equipment.

On February 21, 2013, we created a new subsidiary Alestra USA Inc. in the State of Delaware in the United States, which was capitalized in April 2013, with initial capital of U.S. $500, 000, to be used to acquire equipment from Alestra or directly from suppliers, such equipment to be installed at operative sites. Alestra USA Inc.’s main business activity is limited to purchasing equipment and leasing it to Alestra.

Subsequent Events

On July 10, 2013, we signed a new term loan agreement for U.S.$30.0 million and reaffirmed the committed revolving facility with Comerica Bank for U.S. $20.0 million, both facilities bear interest at a three-month adjusted LIBOR rate plus 2.375%. The revolving facility is due on July 2016.

On July 31, 2013, we disbursed the U.S. $30 million term loan; however, as of the date of this report on Form 6-K, the revolving credit line remains unused.

On August 19, 2013, we acquired 100% of the shares of Gtel Comunicaciones S.A.P.I. (“Gtel”), a carrier which provides integrated voice, data and video solutions through a broad portfolio of services to medium and large businesses. Gtel holds concessions issued by the Ministry of Communications and Transport (Secretaria de Comunicaciones y Transportes), through the Federal Commission of Telecommunications (Comisión Federal de Telecomunicaciones), to operate a public telecommunications network and, consequently, offer services using point to multipoint technology at the 10.5 GHz frequency in Mexico’s northwestern and southeastern zones, utilizing its own network. Gtel’s annual income for the year 2012 was above Ps. 250 million.

INDEX TO THE FINANCIAL STATEMENTS


Contents	Page

Consolidated Statements of Financial Position as of June 30, 2013, and December 31, 2012		F-2
Consolidated Statements of Operations for the three month and six month periods ended June 30, 2013 and 2012		F-3
Consolidated Statements of Comprehensive Income (Loss) for the three month and six month periods ended June 30, 2013 and 2012		F-4

Consolidated Statements of Consolidated Statements of Changes in Equity for the six month period ended June 30, 2013 and 2012		F-5
Consolidated Statements of Cash Flows for the six month period ended June 30, 2013 and 2012		F-6
Notes to Consolidated Financial Statements		F-7

F-1

Alestra, S. de R. L. de C. V. and subsidiary

(a subsidiary of Alfa, S. A. B. de C. V.)

Consolidated Statements of Financial Position

June 30, 2013 and December 31, 2012

In thousands of Mexican pesos


	Note	June 30, 2013		December 31, 2012
Assets

CURRENT:
Cash and cash equivalents	7	Ps	889,306	Ps	410,455
Trade and other receivables, net	8		746,831		622,419
Other current assets	9		251,701		188,663


Total current assets			1,887,838		1,221,537


NON-CURRENT:
Restricted cash and cash equivalents	10		140,181		424,460
Property, plant and equipment, net	11		5,086,813		4,942,209
Intangible assets, net			313,484		315,908
Deferred income tax assets			285,380		386,756
Other non-current assets			42,447		54,630


Total non-current assets			5,868,305		6,123,963


Total Assets		Ps	7,756,143	Ps	7,345,500


Liabilities and equity

Liabilities

CURRENT:
Current debt	12	Ps	121,721	Ps	120,800
Trade and other payables	13		833,953		698,668


Total current liabilities			955,674		819,468


NON-CURRENT:
Non-current debt	12		2,589,368		2,579,652
Provisions			526,017		716,149
Employee benefits obligations			98,784		99,870


Total non-current liabilities			3,214,169		3,395,671


Total Liabilities			4,169,843		4,215,139


Equity

Equity attributable to parent company owners:
Common stock			1,181,346		1,181,346
Retained earnings			2,404,950		1,949,011


Total equity attributable to parent company owners			3,586,296		3,130,357
Non-controlling interest			4		4


Total Equity			3,586,300		3,130,361


Total Liabilities and Equity		Ps	7,756,143	Ps	7,345,500

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Alestra, S. de R. L. de C. V. and subsidiary

(a subsidiary of Alfa, S. A. B. de C. V.)

Consolidated Statements of Operations

For the three month and six month periods ended June 30, 2013 and 2012

In thousands of Mexican pesos


		Three months ended June 30,						Six months ended June 30,
	Note	2013			2012			2013			2012

Revenues	18	Ps	1,222,927		Ps	1,159,529		Ps	2,441,881		Ps	2,328,164
Cost of services			(249,212	)		(521,938	)		(731,473	)		(906,736	)


Gross profit			973,715			637,591			1,710,408			1,421,428

Administrative and selling expenses			(479,956	)		(433,358	)		(953,569	)		(887,284	)
Other expenses, net			(1,507	)		(5,456	)		(5,227	)		(6,494	)


Operating income			492,252			198,777			751,612			527,650


Finance income			41,816			6,199			44,123			70,812
Finance cost			(215,285	)		(264,737	)		(171,982	)		(173,746	)


Finance result, net	15		(173,469	)		(258,538	)		(127,859	)		(102,934	)


Profit (loss) before income tax			318,783			(59,761	)		623,753			424,716
Income tax (expense) benefit	16		(91,541	)		23,968			(171,815	)		(98,573	)


Consolidated net income (loss)			227,242			(35,793	)		451,938			326,143


Attributable to:
Parent company owners		Ps	227,242			(35,793	)	Ps	451,938		Ps	326,143


Non-controlling interest		Ps	—		Ps	—		Ps	—		Ps	—

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Alestra, S. de R. L. de C. V. and subsidiary

(a subsidiary of Alfa, S. A. B. de C. V.)

Consolidated Statements of Comprehensive Income (Loss)

For the three month and six month periods ended June 30, 2013 and 2012

In thousand of Mexican pesos


		Three months ended June 30,					Six months ended June 30,
	Note	2013		2012			2013		2012

Consolidated net income (loss)		Ps	227,242	Ps	(35,793	)	Ps	451,938	Ps	326,143

Other comprehensive income (loss):
Actuarial gains (losses) for employee benefit obligations			—		—			3,572		—
Other comprehensive income			429		—			429		—


Total comprehensive income (loss)		Ps	227,671	Ps	(35,793	)	Ps	455,939	Ps	326,143


Attributable to:
Parent company owners		Ps	227,671	Ps	(35,793	)	Ps	455,939	Ps	326,143
Non-controlling interest			—		—			—		—


Total comprehensive income (loss) for the year		Ps	227,671	Ps	(35,793	)	Ps	455,939	Ps	326,143

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Alestra, S. de R. L. de C. V. and subsidiary

(a subsidiary of Alfa, S. A. B. de C. V.)

Consolidated Statements of Changes in Equity

For the six month period ended June 30, 2013 and 2012

In thousands of Mexican pesos


	Note	Common stock		Retained earnings		Total attributable to owners of the parent		Non-controlling interest			Total Equity

Balance at January 1st, 2012		Ps	1,181,346	Ps	1,418,941	Ps	2,600,287	(Ps	9	)	Ps	2,600,278
Transactions with shareholders:

Net income			—		326,143		326,143		—			326,143
Other comprehensive income for the year			—		—		—		—			—

Total comprehensive income for the year			—		326,143		326,143		—			326,143


Balance at June 30, 2012			1,181,346		1,745,084		2,926,430		(9	)		2,926,421

Balance at January 1st, 2013			1,181,346		1,949,011		3,130,357		4			3,130,361

Transactions with shareholders:

Net income			—		451,938		451,938		—			451,938
Actuarial gains for employee benefit obligations			—		3,572		3,572		—			3,572
Other comprehensive income for the year					429		429		—			429

Total comprehensive income for the year			—		455,939		455,939		—			455,939


Balance at June 30, 2013		Ps	1,181,346	Ps	2,404,950	Ps	3,586,296	Ps	4		Ps	3,586,300

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Alestra, S. de R. L. de C. V. and subsidiary

(a subsidiary of Alfa, S. A. B. de C. V.)

Consolidated Statements of Cash Flows

For the six month period ended June 30, 2013 and 2012

In thousands of Mexican pesos


		Six months ended June 30,
	Note	2013			2012

Cash flows from operating activities:

Profit before income tax		Ps	623,753		Ps	424,716
Depreciation and amortization	11		406,222			421,432
Write off of property plant and equipment			5,167			6,416
Provision for impairment of trade receivables	8		7,360			8,728
Costs related to employees benefits			2,168			3,779
Finance income	15		(44,123	)		(10,057	)
Finance cost	15		171,982			113,445
(Loss) in sale of property, plant and equipment			(247	)		(72	)
Other, net			6,141			(276	)


Subtotal			1,178,423			968,111
Decrease (increase) in trade and other receivables			120,651			(73,416	)
(Decrease) in suppliers and accounts payable			(73,987	)		(2,128	)
Income tax paid			(80,748	)		(146,182	)

Net cash generated from operating activities			1,144,339			746,385


Cash flows from investing activities:

Interests received			43,899			9,971
Acquisitions of property, plant and equipment	11		(517,281	)		(287,736	)
Acquisition of deferred charges and other assets			(36,041	)		(11,051	)


Net cash used in investing activities			(509,423	)		(288,816	)


Excess of cash to be applied to financing activities			634,916			457,569


Cash flows from financing activities:

Interests paid			(158,209	)		(155,609	)
Increase in bank loans, notes payable and capital leases			326			—
Payments of debt and bank loans			—			(25,474	)


Net cash flows used in financing activities			(157,883	)		(181,083	)


Net increase in cash and cash equivalents			477,033			276,486
Exchange rate fluctuation of cash and cash equivalents			1,818			(12,485	)
Cash and cash equivalents at beginning of period			410,455			488,091


Cash and cash equivalents at period end		Ps	889,306		Ps	752,092

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Alestra, S. de R. L. de C. V. and subsidiary

(a subsidiary of Alfa, S. A. B. de C. V.)

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June 30, 2013 and 2012

Note 1 – Incorporation and activity of the Company

Alestra, S. de R. L. de C. V. (“Alestra” or “the Company”), is a Mexican company with limited liability and variable capital, incorporated on October 13, 1995, as a joint venture between Alfa, S. A. B. de C.V. (“Alfa”) (51%) and AT&T Telecom México, Inc. (“AT&T México”) (49%).

On July 12, 2011, Alfa made effective the Equity Purchase Agreement entered into by and between AT&T México, Alfa and the Company, and completed the acquisition of AT&T México’s 49% equity interest in the Company after receiving approval from regulatory authorities in Mexico. The Equity Purchase Agreement did not impact the Company’s financial statements given that the 49% equity interest in the Company was acquired directly by Alfa.

Alestra and its subsidiary Servicios Alestra, S. A. de C. V. (“Servicios Alestra”) and Alestra Telecomunicaciones Inalámbricas, S. de R. L. de C. V. (“ATI”) are collectively referred to as the “Company.” On June 1st, 2012, ATI was dissolved. Such dissolution does not affect in any manner the operation. The decision was taken mainly because this company was not operational hence, not generating any income for the Company.

The Company’s business consists of the installation and operation of a public telecommunications network in Mexico, offering mainly internet, data, IT, and local and long distance telephone services.

The Company’s business requires a concession (license granted by the Mexican federal government) to operate. On December 6, 1995, the Secretaría de Comunicaciones y Transportes (Ministry of Communications and Transportation, or “Ministry of Communications”) granted the Company a renewable thirty-year concession to operate its business. The Company did not make any payments to the Ministry of Communications in relation to this concession. The concession places certain performance conditions on the Company with respect to the roll-out and expansion of its network, quality of its services, rates and billing systems, compliance with the terms established for the operation of the network as well as delivery of audited financial statements on an annual basis. In addition, Alestra has the freedom to define to whom it will provide voice and data services, and to fix prices which do not depend on any tariff imposed by the Government, and which is the reason the Company applies the accounting policies described in Note 4. In accordance with the terms of its concession and the guidelines and schedule established by the Ministry of Communications, from January 1 throughout June 27, 1997, the Company began the gradual rollout and expansion of its domestic and international long distance services to 60 cities. The Company began earning revenues in 1997. Under the Ministry of Communications guidelines, the Company has gradually expanded its services to additional cities, totaling 199 cities as of June 30, 2013.

The Ministry of Communications has made various amendments to the Company’s telecommunication public network concession in order to permit the Company to provide local telephone services to residential and commercial users throughout Mexico, as well as data transfer services and other value added services.

As of October 1, 2011, AT&T México and the Company terminated the AT&T Global Network Cooperation Agreement (the “AGN Agreement”) which granted the Company the rights to use the “AT&T Global Services” brand name and to provide AT&T Global Services in Mexico.

The Company’s address and main place of business is Edificio Alestra, Av. Lázaro Cárdenas 2321, Floor 9 Residencial San Agustín, 66260 San Pedro, Garza García, Nuevo León.

F-7

Note 2 – Significant events

On February 21, 2013, Alestra created a new subsidiary Alestra USA Inc. in the State of Delaware in the United States, which Alestra capitalized in April 2013, with initial capital of U.S. $500, 000, to be used to acquire equipment from Alestra or directly from suppliers, such equipment to be installed at operative sites. Alestra USA Inc.’s main business activity is limited to purchasing equipment and leasing it to Alestra.

In April 2013, the Company received the official legal notification of the resolution regarding the 2009 dispute with Telmex. As a result, Alestra received the refund of the amount deposited in the Escrow Account related to the disputed amount relating to interconnection rates for 2009, along with the corresponding interest thereon, amounting to Ps 284.2 million. In addition, an impact in the financial statements will result in a cost reduction and the elimination of its related provision for Ps 252.8 million. This change will be applied prospectively in the subsequent months.

In June, 2013, Alestra created a new subsidiary Ingenieria de Soluciones Alestra, S. A. de C. V. its main business will consist in providing specialized technical services in the installation and maintenance of telecommunication equipments. Its initial capital will be Ps. 20,000.

Note 3 – Basis of preparation

These condensed consolidated interim financial statements for the six months ended June 30, 2013 and 2012 are unaudited and have been prepared in accordance with IAS 34, ‘Interim financial reporting’. The condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2012, which have been prepared in accordance with IFRS.

Note 4 – Summary of significant accounting policies

These consolidated financial statements were approved by the Company’s officers on August 28, 2013.

The accounting policies adopted are consistent with those of the previous financial year except for the adoption of new standards effective as of January 1, 2013. The nature and the impact of each new standard/amendment is described below.

•

IAS 1 (amended) – “Presentation of Financial Statements”. The amendment requires entities to separate the items presented in other comprehensive income in two groups based on whether they can be recycled to the income statement in the future or not. Items that cannot be recycled will be presented separately from items that can be recycled in the future. Entities that decide to present items of other comprehensive income before taxes should show taxes related to the two groups separately. For the Company, this amendment was effective on January 1, 2013. The amendment affected presentation only and had no impact on the Company’s financial position or performance.

•

IAS 19 (Revised) – “Employee Benefits”. There are a number of amendments which have been applied retrospectively; it eliminates the option to defer the recognition of actuarial gains and losses from defined benefit post-employment plans, known as the ‘corridor method’. The Company has not

F-8

previously applied this option, and has used the option to recognize such gains and losses in other comprehensive income. Therefore this change in the new standard has no impact on the Company’s condensed interim financial statements. Expected returns on plan assets that are no longer recognized in profit or loss, instead, there is a requirement to recognize interest on the net defined benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined benefit obligation. This change has no material impact on the Company’s financial statements for 2012. Past service cost is recognized in the income statement in the period of a plan amendment instead of deferring the portion related to unvested benefits. Previously the Company recognized past-service costs immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period), the impact on the Company’s net profit for 2012 is not material. As a result of the adoption of the amended IAS 19, the Company adjusted a consolidated unamortized past service cost balance in the aggregate amount of (Ps 17,985) as of January 1, 2013, and recognized a related charge net of income tax to consolidated retained earnings of (Ps 3,573) as of January 1, 2013. The amended IAS19 was adopted prospectively and prior periods were not restated as the effect was not material to the financial position of the Company.

•

IFRS 10, ‘Consolidated financial statements’ – IFRS 10 was issued in May 2011 and replaces all the guidance on control and consolidation in IAS 27, ‘Consolidated and separate financial statements’, and SIC-12, ‘Consolidation – special purpose entities’. Under IFRS 10, subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company has power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases. The Company has applied IFRS 10 retrospectively in accordance with the transition provisions of IFRS 10. This had no impact on the consolidation of investments held by the Company.

•

IFRS 12 “Disclosure of Interests in Other Entities” requires disclosure of information that enables users of financial information to evaluate the nature and risk associated with their interest in other entities, including joint arrangements, associates, special purpose entities and other off balance sheet entities, in addition to the effects of those interest in its financial position and performance, and its cash flows. None of these disclosure requirements are applicable for interim condensed consolidated financial statements, unless significant events and transactions in the interim period require that they are provided. Accordingly, the Company has not made such disclosures in the condensed consolidated interim financial statements as of June 30, 2013.

•

IFRS 13 “Fair Value Measurement” objective is to define the fair value and establish in a single standard, a framework for measuring fair value and disclosure requirements on these measurements. This standard applies when other IFRS require or permit fair value measurement, except for transactions within the scope of IFRS 2 “Share based Payments”, IAS 17 “Leases”, measurements that have similarities to fair value but are not considered as such, and the net realizable value under the scope of IAS 2 “Inventories” or the value in use in IAS 36 “Impairment of Long-Lived Assets”. The application of IFRS 13 has not materially impacted on the fair value measurements carried out by the Company, however the additional disclosure requirements by IAS 34 have been applied in the condensed consolidated interim financial statements as of June 30, 2013.

Note 5 – Financial risk management

The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk, fair value interest rate risk, cash flow), credit risk, liquidity risk and price risk of inputs and products. The overall risk management program of the Company focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company. The objective is to keep under control the total cost of its financing and the volatility associated with exchange rates and interest rates.

F-9

The condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Company’s annual financial statements as of December 31, 2012. There have been no changes in the risk management department since year end or in any risk management policies.

During the six months ended June 30, 2013 and 2012, the Mexican peso to US dollar exchange rate fluctuated from 13.0101 to 13.0235 and from 13.9787 to 13.6530, respectively which resulted in a gain on translation effect of Ps (3,547) and Ps 60,301, respectively, both recognized in financial income during those periods.

Note 6 – Critical accounting estimates and significant judgments

Preparing the condensed consolidated interim financial statements requires the use of certain critical accounting estimates. Additionally, it requires the Company’s management to use judgment in the process of applying the accounting policies of the Company and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from the estimates.

In preparing these condensed consolidated interim financial statements, the significant judgments made by the management in the process of applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2012.

Note 7 – Cash and cash equivalents

Cash and cash equivalents presented in the statement of financial position are comprised as follows:


	June 30, 2013		December 31, 2012

Cash at bank and in hand	Ps	23,790	Ps	12,597
Short term bank deposits		865,516		397,858


Total cash and cash equivalents	Ps	889,306	Ps	410,455

Note 8 – Trade and other receivables, net


	June 30, 2013			December 31, 2012

Trade receivables	Ps	687,575		Ps	491,574
Provision for impairment of trade receivables		(45,100	)		(37,491	)

Trade receivables, net		642,475			454,083
Receivables from related parties (Note 17)		4,517			6,949
VAT recoverable		67,419			136,282
Other debtors		32,420			25,105


Total trade and other receivables, net	Ps	746,831		Ps	622,419

Trade and other receivables include past due but not impaired balances amounting to Ps 65,173 and Ps 49,645, at June 30, 2013 and December 31, 2012, respectively.

F-10

The aging analysis of balance due from trade receivables not impaired is as follows:

At June 30, 2013

Past due

1 to 30 days

30 to 90 days

90 to 180 days

More than 180 days

Trade and other receivables

34,068

19,763

9,490

1,852

At December 31, 2012

Past due

1 to 30 days

30 to 90 days

90 to 180 days

More than 180 days

Trade and other receivables

21,033

15,465

9,142

4,005

The movements and impairment provision of trade and other receivables are analyzed as follows:


	June 30, 2013			December 31, 2012

Opening balance (January 1st.)	Ps	(37,491	)	Ps	(49,580	)
Impairment provision of trade and other receivables		(7,360	)		(11,378	)
Receivables written off during the year					24,140
Recovery of written off accounts		(249	)		(673	)


Ending balance June 30, 2013	Ps	(45,100	)	Ps	(37,491	)

Impairment is recognized in the line of administrative, selling and other operating expenses in the income statement.

F-11

Note 9 – Other current assets


	June 30, 2013		December 31, 2012

Advanced payments (2)	Ps	183,471	Ps	135,233
Inventories (1)		36,241		30,363
Income tax advances		31,989		23,067


Total other current assets	Ps	251,701	Ps	188,663

(1)	Inventory includes telecommunication equipment that comprise mainly telephones and other minor telecommunication equipments.

(2)	Includes the short term portion of the corporate fee which amounts to Ps 39,289 for 2013 and 2012. The remaining balance is comprised of advanced payments of annual leases, insurance and maintenance.

Note 10 – Restricted cash

Alestra filed a disagreement before Cofetel derived from a dispute in the resale of the interconnection tariffs that Alestra had held with Teléfonos de México, S. A. B. de C. V. (“Telmex”) and Teléfonos del Norte (“Telnor”, a subsidiary of Telmex). The disagreement is requesting a resolution regarding the interconnection traffic tariffs for public telecommunication networks applicable during 2010 and long distance interconnection traffic (interurban transportation) during 2009 and 2008.

On September 8, 2009, a trust was created by the Company and Telmex with BBVA Bancomer (as a trustee) to guarantee the payment of fixed interconnection services on dispute applicable for 2008; this trust contract was subsequently modified to include the amounts in dispute for 2009 and 2010. Once the parties reach an agreement or the corresponding disagreements are definitely solved, the trust funds as well as the interest received thereof will be distributed or apply to future services, as agreed.

The restricted cash represents the trust balance and is shown in the statement of financial position in non-current assets. At June 30, 2013 and December 31, 2012 the trust balance amounted to Ps 140,181 and Ps 424,460, respectively, comprised of the contributions made by Alestra of Ps 123,962 at June 30, 2012 (Ps 376,780 at December 31, 2012) and the corresponding interest received amounting to Ps 16,219 at June 30, 2013 and (Ps 47,680 at December 31, 2012). Alestra and Telmex did not extend the trust contract for 2011 and therefore, on January 1st, 2011, the Company ceased depositing into the trust agreement.

In April 2013, The Company received the official legal notification of the resolution regarding the 2009 dispute with Telmex. See note 2.

F-12

Note 11 – Property, plant and equipment, net

At June 30, 2013 and December 31, 2012 and 2011, property and equipment net, consists of the following:


	Land		Buildings and construction			Machinery and equipment			Telephone Network			Furniture, laboratory and IT equipment			Motor vehicles			Leasehold Improvements			Constructions in progress			Other fixed assets			Total

Balance at December 31, 2011	Ps	301,775	Ps	167,216		Ps	5,455		Ps	3,903,026		Ps	80,207		Ps	8,136		Ps	14,233		Ps	336,019		Ps	234		Ps	4,816,301

Cost		301,775		277,121			56,105			10,877,939			521,720			32,330			70,895			336,019			1,507			12,475,411
Accumulated depreciation		—		(109,905	)		(50,650	)		(6,974,913	)		(441,513	)		(24,194	)		(56,662	)		—			(1,273	)		(7,659,110	)


Net book value at December 31, 2011	Ps	301,775	Ps	167,216		Ps	5,455		Ps	3,903,026		Ps	80,207		Ps	8,136		Ps	14,233		Ps	336,019		Ps	234		Ps	4,816,301


Year ended December 31, 2012
Opening net book value	Ps	301,775	Ps	167,216		Ps	5,455		Ps	3,903,026		Ps	80,207		Ps	8,136		Ps	14,233		Ps	336,019		Ps	234		Ps	4,816,301
Additions		10,792								13,304						11,174						855,236						890,506
Disposals							(10	)		(9,345	)		(402	)		(128	)											(9,885	)
Depreciation charges				(4,562	)		(299	)		(702,132	)		(39,631	)		(4,429	)		(3,509	)					(151	)		(754,713	)
Transfers		2,586		13,397			(4,646	)		737,297			38,352			—			4,633			(791,619	)					—


Closing net book value at December 31, 2012		315,153		176,051			500			3,942,150			78,526			14,753			15,357			399,636			83			4,942,209


Cost		315,153		290,518			44,410			11,528,496			498,503			38,254			75,528			399,636			1,507			13,192,005
Accumulated depreciation		—		(114,467	)		(43,910	)		(7,586,346	)		(419,977	)		(23,501	)		(60,171	)		—			(1,424	)		(8,249,796	)


Net book value at December 31, 2012	Ps	315,153	Ps	176,051		Ps	500		Ps	3,942,150		Ps	78,526		Ps	14,753		Ps	15,357		Ps	399,636		Ps	83		Ps	4,942,209


Period ended June 30, 2013
Opening net book value	Ps	315,153	Ps	176,051		Ps	500		Ps	3,942,150		Ps	78,526		Ps	14,753		Ps	15,357		Ps	399,636		Ps	83		Ps	4,942,209
Additions										9,612			21			5,153						502,495						517,281
Disposals										(5,254	)		(69	)														(5,323	)
Depreciation charges				(2,513	)		(137	)		(342,136	)		(18,074	)		(2,833	)		(1,615	)					(46	)		(367,354	)
Transfers				8,922						289,691			7,729						881			(307,223	)					—


Closing net book value at June 30, 2013		315,153		182,460			363			3,894,063			68,133			17,073			14,623			594,908			37			5,086,813


Cost		315,153		299,382			44,337			11,778,090			501,620			42,478			76,408			594,908			1,507			13,653,883
Accumulated depreciation		—		(116,922	)		(43,974	)		(7,884,027	)		(433,487	)		(25,405	)		(61,785	)		—			(1,470	)		(8,567,070	)


Net book value at June 30, 2013	Ps	315,153	Ps	182,460		Ps	363		Ps	3,894,063		Ps	68,133		Ps	17,073		Ps	14,623		Ps	594,908		Ps	37		Ps	5,086,813

Depreciation charged to income for the period ended June 30, 2013 and 2012 was Ps 367,354 and Ps 378,482, respectively, which is recognized Ps 360,107 as costs of services and Ps 7,247 as administrative and selling expenses and Ps 371,359 and Ps 7,123 in 2012, respectively.

F-13

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

Note 12 – Debt

As of June 30, 2013 and December 31, 2012, bank loans, notes payable and capital leases consist of the following:


	At June 30 2013			At December 31 2012

Senior Notes (a)	Ps	2,710,763		Ps	2,700,452
Notes Payable (b)		326			—


		2,711,089			2,700,452

Less: current portion of non-current debt		(121,721	)		(120,800	)


Non-current debt ⁽¹⁾	Ps	2,589,368		Ps	2,579,652

(1)	The carrying amounts, terms and conditions of non-current debt are as follows:


Description	Currency	At June 30 2013		At December 31 2012		Maturity date		Interest rate

11.750% Senior Notes (a)	US$	Ps	2,589,042	Ps	2,579,652		11/08/2014		13	%
Alfa S. A. B. (b)	US$		326		—		31/12/2014		3	%


Total long term debt			2,589,368		2,579,652


TOTAL		Ps	2,589,368	Ps	2,579,652

On August 11, 2009 the Company performed a debt offering by issuing unsecured senior notes for a total amount of US$ 200 million (“11.750% Senior Notes”). The senior notes bear interest at annual rate of 11.750% payable semi-annually in cash on February and August of each year with a maturity on August 11, 2014. The 11.750% Senior Notes principal will be paid at maturity and is presented as long-term in the statement of financial position.

The proceeds obtained in the issuance of the 11.750% Senior Notes were used to refinance the Company’s 8% Senior Notes due June 2010 (“8% Senior Notes”).

On October 7, 2009, the Company filed a registration statement on Form F-4 in order to register its offer to exchange its outstanding 11.750% Senior Notes due 2014 with new notes that have been registered under the U.S. Securities Act of 1933, as amended. This registration statement became effective on January 6, 2010.

The costs and expenses, including the placing of premiums and discounts of this new issuance, which at December 31, 2009 amounted to Ps 66,166 (US$ 5.1 million), will be amortized over the life of the 11.750% Senior Notes.

The Company may redeem, at any time, the 11.750% Senior Notes, in whole but not in part, by paying the greater of 100% of the principal amount of such notes and the sum of the present value of each remaining scheduled payment of principal and interest discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined in the indenture for the 11.750% Senior Notes) plus 50 basis points, in each case plus accrued and unpaid interest.

F-14

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

In the event of a change in the Company’s control structure, for example in the case of change of the interest ownership partners of the Company and with certain exceptions, the holders of the 11.750% Senior Notes are entitled to demand that the Company repurchase the notes in cash, at a price equal to 101% of the principal amount plus unpaid accrued interest.

The indenture for the 11.750% Senior Notes and other credit agreements contain various debt covenants including limitations on the sale of assets and affiliate transactions, among others. In addition, these covenants require the Company to have a certain leverage ratio prior to being able to enter into additional debt transactions. As of June 30, 2013 and December 31, 2012 at the date of issuance of these financial statements the Company is in compliance with all required covenants.

The indenture governing the Company’s 11.750% senior notes due 2014 contains the following covenants, among others, each subject to certain customary exceptions and carve-outs:

•

Subject to specified exceptions, the Company may not incur indebtedness unless consolidated leverage ratio (as defined in the indenture) would be less than 3.50 to 1.0 and the Company’s consolidated fixed charge coverage ratio (as defined in the indenture) would be greater than or equal to 2.0 to 1.0. The Company’s consolidated leverage ratio was less than 3.50 to 1.0 and consolidated fixed charge coverage ratio was greater than 2.0 to 1.0;

•

Subject to specified exceptions, the Company may not make any restricted payments, including the payment of dividends, unless if can incur at least one additional dollar of indebtedness under the ratios above, no event of default has occurred and is continuing, and the sum of all restricted payments since the issuance of the debt is less than a specified amount (such amount is based on a percentage of the Company’s consolidated net income, capital stock contributions and returns on unrestricted subsidiaries, as defined in the indenture, and other investments); and subject to specified exceptions, the Company may not incur any liens on any of the Company’s properties unless the notes are equally and ratably secured.

At June 30, 2013 the annual maturities of the total non-current debt, corresponding to the 11.750% Senior Notes of Ps 2,589,042 is on 2014.

b)	Alestra received a loan from Alfa Corporativo, S. A de C. V. as part of a innovation program for all the subsidiaries, this loan has no maturity and bears an interest rate of LIBOR 3M+2.75%.

Note 13 – Trade and other payables


	At June 30 2013		At December 31 2012

Trade payables	Ps	151,948	Ps	223,588
Amounts due to related parties (Note 17)		740		618
Other accounts payable		681,265		474,462


	Ps	833,953	Ps	698,668

F-15

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

Note 14 – Financial instruments

a. Financial instruments by category


	At June 30, 2013		At December 31, 2012

Financial assets:
Cash and cash equivalents	Ps	889,306	Ps	410,455
Trade and other receivables		646,992		461,032
Restricted cash		140,181		424,460


Total assets	Ps	1,676,479	Ps	1,295,947


Financial liabilities:
Debt	Ps	2,711,089	Ps	2,700,452
Trade and other payables		152,688		224,206


Total liabilities	Ps	2,863,777	Ps	2,924,658

b. Credit quality of financial assets

The credit quality of financial assets that are past due nor impaired can be assessed either by reference to external credit ratings (if available) or to historical information about rates of counterparty default.

The client base is evaluated based on historical performance, aging and classified as low, moderate and high risk.


	At June 30, 2013		At December 31, 2012

Current	Ps	577,302	Ps	404,438
Low risk (past due< 90 days)		53,831		36,498
Moderate risk (past due 90 < 180 days)		9,490		9,142
High risk (past due>180 days)		1,852		4,005


Trade receivables not impaired	Ps	642,575	Ps	454,083

Cash investments are held in highly liquid instruments and the highest credit ratings.


	At June 30, 2013		At December 31, 2012
Unrestricted Cash and cash equivalents, except cash held in hand
A1/P1	Ps	865,516	Ps	397,858
Restricted cash and cash equivalents
A1/P1		140,181		424,460


	Ps	1,005,697	Ps	822,318

F-16

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

A1 and P1 are the highest scores for short-term investments by Standard & Poor’s and Moody’s Investor Service, respectively.

c. Fair value of financial assets and liabilities

The amount of cash and cash equivalents, restricted cash, trade and other receivables, trade and other payables, current debt and other current liabilities approximate to its fair value due to their short due date. The net carrying value of this accounts represent the expected cash flow.

The carrying value and the estimated fair value of the rest of the financial assets and liabilities are presented in the following table:

At June 30,

2013

At December 31,

2012

Carrying value

Fair value

Carrying value

Fair value

Financial liabilities:

Senior notes

2,710,763

2,842,379

2,700,452

2,950,040

d. Derivative financial instruments

At June 30, 2013 and December 31, 2012, the Company does not have any derivative financial instrument.

Note 15 – Finance income/ (expenses)


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012

Finance income:
Interest income in short-termbank deposits	Ps	4,621		Ps	5,979		Ps	6,906		Ps	9,980
Other finance income		37,195			220			37,217			531


Finance income excluding exchange gain		41,816			6,199			44,123			10,511

Exchange gain		—			—			—			60,301

Total finance income		41,816			6,199		Ps	44,123		Ps	70,812


Finance cost:
Interest expense in bank borrowings	(Ps	87,350	)	(Ps	93,503	)	(Ps	165,757	)	(Ps	164,966	)
Other finance expenses		(986	)		(2,719	)		(2,678	)		(8,780	)


Finance cost excluding exchange loss		(88,336	)		(96,222	)		(168,435	)		(173,746	)
Exchange loss		(126,949	)		(168,515	)		(3,547	)		—


Total finance cost		(215,285	)		(264,737	)	(Ps	171,982	)	(Ps	173,746	)


Finance result, net	(Ps	173,469	)	(Ps	258,538	)	(Ps	127,859	)	(Ps	102,934	)

F-17

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

Note 16 – Income tax


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012

Income tax:

Current income tax	Ps	11,655		(Ps	26,281	)	(Ps	71,826	)	(Ps	98,731	)
Deferred income tax		(103,196	)		50,249			(99,989	)		158


Expense for income tax	(Ps	91,541	)	Ps	23,968		(Ps	171,815	)	(Ps	98,573	)

Interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period. The estimated average annual tax rate used for 2013 is 30%. The effective income tax rate for the six months ended June 30, 2013 and 2012 was 28% and 23%, respectively.

Note 17 – Transactions and balances with related parties

Related party transactions were carried out as if the counter party conditions by transactions held with related parties were equivalent to similar transactions carried out with independent third parties.

June 30, 2013

December 31, 2012

Entity

Account
receivable

Account
payable

Account
receivable

Account
payable

Subsidiary

4,517

740

6,949

618

Total

4,517

740

6,949

618

As of June 30, 2013, the Company have a long term loans with his holding without maturity amounting Ps 326 see note 12.

Revenue from services provided to affiliates consist of telecommunication services amounting to Ps 59,369 and Ps 36,239 for the six month period ended in June 30, 2013 and 2012, respectively.

Cost of services and other expenses with related parties are as follows:


	Six months ended June 30,
	2013		2012
Entity	Administrative services		Administrative services

Ultimate Parent	Ps	19,644	Ps	19,644
Subsidiary		15,221		14,889


Total	Ps	34,865	Ps	34,533

F-18

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

Administrative services represent the corporate fees paid to Alfa.

For the six month period ended, June 30, 2013 and 2012, salaries and benefits received by the Company’s senior officers amounted Ps 26,988 and Ps 23,041, respectively, consisting of base salary amounts and legal benefits and supplemented by a variable compensation program that is basically driven the Company results.

The Company and its subsidiary have declared they have no significant transactions with related persons and conflicts of interest to disclose.

Note 18 – Segments

The Company’s Chief Operating Decision Maker (CODM) focuses in analyzing the overall business through three operating segments: a) Enterprise Segment, b) Small Business and Consumer Segment, c) International Segment.

Information used to make strategic decisions is reported to the CODM based on these three operating segments. The focus of the three operating segments is described as follows.

The Enterprise operating segment offers communication services, and value added services such as IT, data and internet, managed through the Company’s network and infrastructure, for multinational companies, as well as international and national businesses and local government entities.

The Small Business and Consumer Services operating segment offers communication products and services to the consumer and small businesses market.

The International segment offers communication services to operators with international incoming traffic terminating in Mexico.

The Small Business and Consumer Services operating segment and the International Services operating segment are not considered individual reportable segments due to a lack of compliance with quantitative limits, as established in IFRS 8 “Operating Segments” for any of the reported years. Pursuant to this standard, operating segments with total revenues equaling less than 10% of total Company revenues are not required to be reported separately and can be grouped with other operating segments that do not meet the 10% threshold, as long as the sum of these grouped operating segments do not exceed 25% of total revenues. Therefore, the financial information of the Small Business and Consumer Services operating segment and the International Services operating segment segments is grouped together and presented as “other segments”.

In addition to the three operating segments focused on the client, the remaining operations of the Company are included within the category of “Non-Allocated expenses” to be integrated to the consolidated results of the Company. The “Non-Allocated Expenses” category includes expenses associated with the centralized functions of the group including acquisitions and supply chain, administration and management of the entity.

These operating segments are managed separately since the products and services offered and the markets they are focused on are different. The resources are assigned to the operating segments considering the strategies defined by the Company’s management. The transactions between the operating segments are carried out at market values.

Performance of the operating segments is measured based on the Business Unit Contribution (BUC), defined as the operating income of each operating segment, including revenues, direct costs and expenses from the segment, as included in the internal financial reports reviewed by the CODM.

F-19

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

The adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization. The adjusted EBITDA is considered a useful measure of the business operating performance since it shows the income before depreciation and amortization, and it also provides a significant analysis of the commercial performance upon excluding specific items disclosed separately due to their nature or incidence. The interest expense and income are not assigned to the reportable segments, since this activity is managed globally by the central treasury of the group.

When projects are not directly attributable to a particular operating segment, the capital expense is assigned to each segment based on the ratio of estimated future economic benefits resulting from that capital expenditure.

Following is the consolidated financial information of the reporting segments:

I.	Segments analytic information


	Six months ended June 30,
	2013							2012
	Enterprise Segment		Other Segments		Total			Enterprise Segment		Other Segments		Total

Segment revenue	Ps	2,315,842	Ps	126,039	Ps	2,441,881		Ps	2,218,665	Ps	109,499	Ps	2,328,164
Inter-segment Revenue		—		—		—			—		—		—


Revenues from external customers	Ps	2,315,842	Ps	126,039	Ps	2,441,881		Ps	2,218,665	Ps	109,499	Ps	2,328,164


Business unit contribution (BUC)	Ps	1,685,881	Ps	42,810	Ps	1,728,691		Ps	1,429,367	Ps	41,801	Ps	1,471,168
Not assignable expenses						(565,630	)						(515,592	)


Adjusted EBITDA						1,163,061							955,576
Other expenses, net						(5,227	)						(6,494	)
Depreciation and amortization						(406,222	)						(421,432	)


Operative income						751,612							527,650
Finance result, net						(127,859	)						(102,934	)


Income before tax					Ps	623,753						Ps	424,716


	Three months ended June 30,
	2013							2012
	Enterprise Segment		Other Segments		Total			Enterprise Segment		Other Segments		Total

Segment revenue	Ps	1,152,166	Ps	70,761	Ps	1,222,927		Ps	1,104,473	Ps	55,056	Ps	1,159,529
Inter-segment Revenue		—		—		—			—		—		—


Revenues from external customers	Ps	1,152,166	Ps	70,761	Ps	1,222,927		Ps	1,104,473	Ps	55,056	Ps	1,159,529


Business unit contribution (BUC)	Ps	957,745	Ps	22,852	Ps	980,597		Ps	646,671	Ps	20,616	Ps	667,287
Not assignable expenses						(282,670	)						(250,719	)


Adjusted EBITDA						697,927							416,568
Other expenses, net						(1,507	)						(5,456	)
Depreciation and amortization						(204,168	)						(212,335	)


Operative income						492,252							198,777
Finance result, net						(173,469	)						(258,538	)


Income (loss) before tax					Ps	318,783						(Ps	59,761	)

F-20

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

Other information:

Fixed Assets investment:


	Six months ended June 30,
	2013						2012
	Enterprise Segment		Other Segments		Total		Enterprise Segment		Other Segments		Total

PP&E	Ps	498,745	Ps	18,536	Ps	517,281	Ps	287,868	Ps	351	Ps	288,219
Intangible Assets		34,819		1,628		36,447		10,979		72		11,051


Capital Investments (Capex)	Ps	533,562	Ps	20,164	Ps	553,728	Ps	298,847	Ps	423	Ps	299,270


	Three months ended June 30,
	2013						2012
	Enterprise Segment		Other Segments		Total		Enterprise Segment		Other Segments		Total

PP&E	Ps	182,871	Ps	10,778	Ps	193,649	Ps	153,116	Ps	—	Ps	153,116
Intangible Assets		18,689		303		18,992		1,611		—		1,611


Capital Investments (Capex)	Ps	201,560	Ps	11,081	Ps	212,641	Ps	154,726	Ps	—	Ps	154,726

F-21

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

II. General Information

a.	By product or service

Revenues by service


	Six months ended June 30,
	2013						2012
	Enterprise Segment		Other Segments		Total		Enterprise Segment		Other Segments		Total

Long distance	Ps	345,620	Ps	49,222	Ps	394,842	Ps	408,533	Ps	37,540	Ps	446,073
Data, Internet and Local		1,171,237		76,525		1,247,762		1,144,750		71,959		1,216,709
Corporate services of IT		798,985		292		799,277		665,382		—		665,382


Total revenues by services	Ps	2,315,842	Ps	126,039	Ps	2,441,881	Ps	2,218,665	Ps	109,499	Ps	2,328,164


	Three months ended June 30,
	2013						2012
	Enterprise Segment		Other Segments		Total		Enterprise Segment		Other Segments			Total

Long distance	Ps	177,613	Ps	31,385	Ps	208,998	Ps	195,173	Ps	18,917		Ps	214,090
Data, Internet and Local		571,253		39,234		610,487		569,284		36,278			605,562
Corporate services of IT		403,300		142		403,442		340,016		(139	)		339,877


Total revenues by services	Ps	1,152,165	Ps	70,760	Ps	1,222,927	Ps	1,104,473	Ps	55,056		Ps	1,159,529

b.	By geographic segments

Revenues by geographic zone


	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012

Mexico	Ps	1,198,988	Ps	1,149,745	Ps	2,407,736	Ps	2,309,617
Outside Mexico		23,939		9,784		34,145		18,547


Total revenues	Ps	1,222,927	Ps	1,159,529	Ps	2,441,881	Ps	2,328,164

F-22

Alestra, S. de R.L. de C.V. and subsidiary

Notes to the Consolidated Financial Statements at June 30, 2013 and December 31, 2012 and for the six month period ended June, 2013 and 2012

Note 19 – Commitments and contingencies

As of June 30, 2013, there have been no significant changes in contingencies with what was disclosed in the previous year’s annual financial statements.

Note 20 – Subsequent events

On July 10, 2013, Alestra signed a new term loan agreement for U.S. $30.0 million and reaffirmed the committed revolving facility with Comerica Bank for U.S. $20.0 million, both bear interest at a three-month adjusted LIBOR rate plus 2.375%. The revolving facility is due on July 2016.

On July 31, 2013, Alestra disbursed the U.S. $30 million term loan; however as of the date of this report, the revolving credit line remains unused.

On August 19, 2013, Alestra acquired 100% of the shares of Gtel Comunicaciones S.A.P.I. (“Gtel”), a carrier which provides integrated voice, data and video solutions through a broad portfolio of services to medium and large businesses. Gtel holds concessions issued by the Secretariat of Communications and Transport (“SCT”), through the Federal Commission of Telecommunications (“COFETEL”), to operate a public telecommunications network and consequently, offer services using point to multipoint technology at the 10.5 GHz frequency in the northern and southern zones of the country, utilizing its own network, and its annual income is above Ps. 250 million.

F-23

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Alestra, S. de R.L. de C.V.

/s/ Bernardo García Reynoso

Bernardo García Reynoso

Chief Financial and Administrative Officer

Date: August 28, 2013

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unaudited Condensed Consolidated Financial Statements as of June 30, 2013 and December 31, 2012 and for the three-month and six-month periods ended June 30, 2013 and 2012

ALESTRA 6-K