Independent auditors' report


Independent Auditors' Report
to the Board of Directors and Stockholders of Grupo Carso, S.A.B. de C.V.

We have audited the accompanying consolidated statements of financial position of Grupo Carso, S.A.B. de C.V. and Subsidiaries (the "Company") as of December 31, 2011 and 2010 (as adjusted), and the related consolidated statements of income, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in Mexico. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and that they are prepared in accordance with Mexican Financial Reporting Standards. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the financial reporting standards used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As mentioned in Note 3.a, beginning January 1, 2011, the Company adopted the following new Mexican Financial Reporting Standards: C-4, Inventories; C-5, Prepaid Expenses; and Mexican Financial Reporting Standards Interpretation 19, Changes Derived from the Adoption of International Financial Reporting Standards. The effects derived from the application of these new accounting provisions are mentioned in Notes 3.a and 23.

As mentioned in Note 2.b, the Company retrospectively adjusted the financial statements as of December 31, 2010 and for the year then ended.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Grupo Carso, S.A.B. de C.V. and subsidiaries as of December 31, 2011 and 2010 (as adjusted), and the results of their operations, changes in their stockholders' equity, and their cash flows for the years then ended, in conformity with Mexican Financial Reporting Standards.


Galaz, Yamazaki, Ruiz Urquiza, S. C.
Member of Deloitte Touche Tohmatsu Limited


C. P. C. Luis Javier Fernández Barragán
March 12, 2012