kr6kfinan_grupo.htm
 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K
 
REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of July, 2013
 
GRUPO TELEVISA, S.A.B.

(Translation of registrant’s name into English)
 
 
Av. Vasco de Quiroga No. 2000, Colonia Santa Fe 01210 Mexico, D.F.
(Address of principal executive offices)
 
 
(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).)
 
Yes
 
No
 
x
 
 
(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).)
 
 
Yes
 
No
 
x
 
          
 
 
 
 

 
 
MEXICAN STOCK EXCHANGE

STOCK EXCHANGE CODE: TLEVISA
QUARTER:     02
YEAR:   2013
GRUPO TELEVISA, S.A.B.
 
 
 
STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2013 AND DECEMBER 31, 2012
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
END OF PREVIOUS YEAR
AMOUNT
AMOUNT
10000000
TOTAL ASSETS
170,030,776
164,997,151
11000000
CURRENT ASSETS
55,022,714
54,637,754
11010000
CASH AND CASH EQUIVALENTS
18,560,819
19,063,325
11020000
SHORT-TERM INVESTMENTS
9,518,283
5,317,296
11020010
FINANCIAL INSTRUMENTS AVAILABLE FOR SALE
0
0
11020020
FINANCIAL INSTRUMENTS FOR NEGOTIATION
0
0
11020030
FINANCIAL INSTRUMENTS HELD TO MATURITY
9,518,283
5,317,296
11030000
CUSTOMER (NET)
12,995,626
18,982,277
11030010
CUSTOMER
15,311,643
21,168,000
11030020
ALLOWANCE FOR DOUBTFUL ACCOUNTS
-2,316,017
-2,185,723
11040000
OTHER ACCOUNTS RECEIVABLE (NET)
4,772,233
3,912,425
11040010
OTHER ACCOUNTS RECEIVABLE
4,975,721
4,049,003
11040020
ALLOWANCE FOR DOUBTFUL ACCOUNTS
-203,488
-136,578
11050000
INVENTORIES
1,698,067
1,508,581
11051000
BIOLOGICAL ASSETS CURRENT
0
0
11060000
OTHER CURRENT ASSETS
7,477,686
5,853,850
11060010
ADVANCE PAYMENTS
1,852,389
1,173,095
11060020
DERIVATIVE FINANCIAL INSTRUMENTS
11,955
2,373
11060030
ASSETS AVAILABLE FOR SALE
0
0
11060040
DISCONTINUED OPERATIONS
0
0
11060050
RIGHTS AND LICENSING
0
0
11060060
OTHER
5,613,342
4,678,382
12000000
NON-CURRENT ASSETS
115,008,062
110,359,397
12010000
ACCOUNTS RECEIVABLE (NET)
486,274
334,775
12020000
INVESTMENTS
44,535,758
42,978,939
12020010
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
22,753,634
22,111,315
12020020
HELD-TO-MATURITY DEBT SECURITIES
619,884
388,504
12020030
OTHER AVAILABLE- FOR- SALE INVESTMENTS
3,831,065
2,986,933
12020040
OTHER
17,331,175
17,492,187
12030000
PROPERTY, PLANT AND EQUIPMENT (NET)
48,430,686
48,267,322
12030010
BUILDINGS
14,567,415
15,673,050
12030020
MACHINERY AND INDUSTRIAL EQUIPMENT
68,542,702
64,893,812
12030030
OTHER EQUIPMENT
7,591,371
7,196,398
12030040
ACCUMULATED DEPRECIATION
-45,969,967
-43,392,016
12030050
CONSTRUCTION IN PROGRESS
3,699,165
3,896,078
12040000
INVESTMENT PROPERTIES
0
0
12050000
NON-CURRENT BIOLOGICAL ASSETS
0
0
12060000
INTANGIBLE ASSETS (NET)
11,294,728
11,126,791
12060010
GOODWILL
2,671,660
2,571,632
12060020
TRADEMARKS
1,759,226
1,759,256
12060030
RIGHTS AND LICENSING
1,015,511
855,718
12060031
CONCESSIONS
3,655,985
3,655,985
12060040
OTHER
2,192,346
2,284,200
12070000
DEFERRED TAX ASSETS
2,425,238
1,100,731
12080000
OTHER NON-CURRENT ASSETS
7,835,378
6,550,839
12080001
ADVANCE PAYMENTS
0
0
12080010
DERIVATIVE FINANCIAL INSTRUMENTS
8,127
12,627
12080020
EMPLOYEE BENEFITS
0
0
12080021
ASSETS AVAILABLE FOR SALE
0
0
12080030
DISCONTINUED OPERATIONS
0
0
12080040
DEFERRED ASSETS (NET)
0
0
12080050
OTHER
7,827,251
6,538,212
20000000
TOTAL LIABILITIES
98,383,313
96,531,574
21000000
CURRENT LIABILITIES
30,167,231
36,245,637
21010000
BANK LOANS
276,651
225,000
21020000
STOCK MARKET LOANS
0
0
21030000
OTHER INTEREST BEARING LIABILITIES
597,941
589,257
21040000
SUPPLIERS
9,038,687
8,594,138
21050000
TAXES PAYABLE
981,014
1,355,818
21050010
INCOME TAXES PAYABLE
205,890
512,593
21050020
OTHER TAXES PAYABLE
775,124
843,225
21060000
OTHER CURRENT LIABILITIES
19,272,938
25,481,424
21060010
INTEREST PAYABLE
803,780
741,819
21060020
DERIVATIVE FINANCIAL INSTRUMENTS
0
1,176
21060030
DEFERRED INCOME
14,360,034
21,215,862
21060050
EMPLOYEE BENEFITS
574,348
301,800
21060060
PROVISIONS
199,543
213,793
21060061
LIABILITIES RELATED TO CURRENT AVAILABLE FOR SALE ASSETS
0
0
21060070
DISCONTINUED OPERATIONS
0
0
21060080
OTHER
3,335,233
3,006,974
22000000
NON-CURRENT LIABILITIES
68,216,082
60,285,937
22010000
BANK LOANS
13,404,191
13,200,464
22020000
STOCK MARKET LOANS
46,223,169
39,415,955
22030000
OTHER INTEREST BEARING LIABILITIES
4,598,534
4,531,893
22040000
DEFERRED TAX LIABILITIES
0
0
22050000
OTHER NON-CURRENT LIABILITIES
3,990,188
3,137,625
22050010
DERIVATIVE FINANCIAL INSTRUMENTS
307,856
351,586
22050020
DEFERRED INCOME
769,301
769,301
22050040
EMPLOYEE BENEFITS
195,927
38,852
22050050
PROVISIONS
59,821
59,793
22050051
LIABILITIES RELATED TO NON-CURRENT AVAILABLE FOR SALE ASSETS
0
0
22050060
DISCONTINUED OPERATIONS
0
0
22050070
OTHER
2,657,283
1,918,093
30000000
STOCKHOLDERS' EQUITY
71,647,463
68,465,577
30010000
CONTROLLING INTEREST
63,044,584
60,609,492
30030000
SOCIAL CAPITAL
4,978,126
4,978,126
30040000
SHARES REPURCHASED
-12,610,001
-13,103,223
30050000
PREMIUM ON ISSUANCE OF SHARES
15,889,819
15,889,819
30060000
CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES
0
0
30070000
OTHER CAPITAL CONTRIBUTED
0
0
30080000
RETAINED EARNINGS (ACCUMULATED LOSSES)
52,528,563
51,038,886
30080010
LEGAL RESERVE
2,139,007
2,139,007
30080020
OTHER RESERVES
0
0
30080030
RETAINED EARNINGS
52,147,019
44,572,388
30080040
NET INCOME FOR THE YEAR
2,895,197
8,760,637
30080050
OTHER
-4,652,660
-4,433,146
30090000
OTHER ACCUMULATED COMPREHENSIVE RESULTS (NET OF TAX)
2,258,077
1,805,884
30090010
EARNINGS PER PROPERTY REASSESSMENT
0
0
30090020
ACTUARIAL EARNINGS (LOSS) FOR LABOR OBLIGATIONS
-69,792
-69,792
30090030
RESULT FOR FOREIGN CURRENCY CONVERSION
11,961
-24,555
30090040
CHANGES IN THE VALUATION OF AVAILABLE FOR SALE FINANCIAL ASSETS
1,070,482
485,231
30090050
CHANGES IN THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS
-133,667
-157,252
30090060
CHANGES IN FAIR VALUE OF OTHER ASSETS
1,183,365
1,411,651
30090070
PARTICIPATION IN OTHER COMPREHENSIVE INCOME OF ASSOCIATES AND JOINT VENTURES
195,728
160,601
30090080
OTHER COMPREHENSIVE RESULT
0
0
30020000
NON-CONTROLLING INTEREST
8,602,879
7,856,085
 
 
 

 
 
DATA INFORMATION
AS OF JUNE 30, 2013 AND DECEMBER 31, 2012
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
CONCEPTS
CURRENT YEAR
END OF PREVIOUS YEAR
AMOUNT
AMOUNT
91000010
FOREIGN CURRENCY LIABILITIES SHORT-TERM
5,287,768
5,325,977
91000020
FOREIGN CURRENCY LIABILITIES LONG-TERM
31,200,120
30,263,345
91000030
CAPITAL STOCK NOMINAL
2,494,410
2,494,410
91000040
RESTATEMENT OF CAPITAL STOCK
2,483,816
2,483,716
91000050
PENSIONS AND SENIORITY PREMIUMS
1,924,046
1,905,699
91000060
NUMBER OF EXECUTIVES (*)
43
41
91000070
NUMBER OF EMPLOYEES (*)
30,747
28,558
91000080
NUMBER OF WORKERS (*)
0
0
91000090
NUMBER OF OUTSTANDING SHARES (*)
335,618,022,792
333,897,940,506
91000100
NUMBER OF REPURCHASED SHARES (*)
26,811,864,339
28,531,946,625
91000110
RESTRICTED CASH (1)
0
0
91000120
DEBT OF NON-CONSOLIDATED COMPANIES GUARANTEED
0
0
 
(1) THIS CONCEPT MUST BE COMPLETED WHEN GUARANTEES HAVE BEEN PROVIDED AFFECTING CASH AND CASH EQUIVALENTS
(*) DATA IN UNITS
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2013 AND 2012
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
40010000
NET INCOME
33,584,522
18,065,013
32,140,422
16,983,775
40010010
SERVICES
25,598,314
13,814,114
24,878,270
13,120,211
40010020
SALE OF GOODS
1,034,632
522,579
994,948
506,640
40010030
INTEREST
0
0
0
0
40010040
ROYALTIES
2,580,404
1,477,779
2,599,772
1,476,601
40010050
DIVIDENDS
0
0
0
0
40010060
LEASE
4,371,172
2,250,541
3,667,432
1,880,323
40010061
CONSTRUCTION
0
0
0
0
40010070
OTHER
0
0
0
0
40020000
COST OF SALES
18,418,004
9,429,888
17,275,405
8,606,912
40021000
GROSS PROFIT (LOSS)
15,166,518
8,635,125
14,865,017
8,376,863
40030000
GENERAL EXPENSES
7,083,528
3,608,174
6,740,104
3,573,680
40040000
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES, NET
8,082,990
5,026,951
8,124,913
4,803,183
40050000
OTHER INCOME AND (EXPENSE), NET
261,905
-72,315
-173,061
-135,325
40060000
OPERATING INCOME (LOSS)
8,344,895
4,954,636
7,951,852
4,667,858
40070000
FINANCE INCOME
529,948
228,088
512,396
224,492
40070010
INTEREST INCOME
529,948
228,088
508,402
224,492
40070020
FOREIGN EXCHANGE GAIN, NET
0
0
3,994
0
40070030
DERIVATIVES GAIN, NET
0
0
0
0
40070040
EARNINGS FROM CHANGES IN FAIR VALUE OF FINANCIAL INSTRUMENTS
0
0
0
0
40070050
OTHER
0
0
0
0
40080000
FINANCE EXPENSE
2,541,913
1,400,562
3,224,275
2,360,153
40080010
INTEREST EXPENSE
2,269,851
1,165,329
2,161,930
1,077,377
40080020
FOREIGN EXCHANGE LOSS, NET
182,925
230,277
0
337,989
40080030
DERIVATIVES LOSS, NET
89,137
4,956
1,062,345
944,787
40080050
LOSS FROM CHANGES IN FAIR VALUE CHANGE IN FINANCIAL INSTRUMENTS
0
0
0
0
40080060
OTHER
0
0
0
0
40090000
FINANCE INCOME (EXPENSE) NET
-2,011,965
-1,172,474
-2,711,879
-2,135,661
40100000
PARTICIPATION IN THE RESULTS OF ASSOCIATES AND JOINT VENTURES
-723,375
-461,836
-24,708
-33,843
40110000
INCOME (LOSS) BEFORE INCOME TAXES
5,609,555
3,320,326
5,215,265
2,498,354
40120000
INCOME TAXES
1,864,567
1,108,492
1,475,798
713,635
40120010
INCOME TAX, CURRENT
3,339,308
1,101,598
2,063,193
1,258,316
40120020
INCOME TAX, DEFERRED
-1,474,741
6,894
-587,395
-544,681
40130000
INCOME (LOSS) FROM CONTINUING OPERATIONS
3,744,988
2,211,834
3,739,467
1,784,719
40140000
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET
0
0
0
0
40150000
NET INCOME (LOSS)
3,744,988
2,211,834
3,739,467
1,784,719
40160000
NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST
849,791
386,304
837,268
388,442
40170000
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST
2,895,197
1,825,530
2,902,199
1,396,277
           
40180000
NET INCOME (LOSS) PER BASIC SHARE
1.01
0.63
1.02
0.49
40190000
NET INCOME (LOSS) PER DILUTED SHARE
0.94
0.59
0.94
0.45
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
OTHER COMPREHENSIVE INCOME (NET OF INCOME TAXES)
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2013 AND 2012
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
40200000
NET INCOME (LOSS)
3,744,988
2,211,834
3,739,467
1,784,719
 
ITEMS NOT TO BE RECLASSIFIED INTO RESULTS
       
40210000
EARNINGS PER PROPERTY REASSESSMENT
0
0
0
0
40220000
ACTUARIAL EARNINGS (LOSS) FOR LABOR OBLIGATIONS
0
0
0
0
40220100
PARTICIPATION IN RESULTS FOR REVALUATION OF PROPERTIES OF ASSOCIATES AND JOINT VENTURES
0
0
0
0
 
ITEMS THAT MAY BE SUBSEQUENTLY RECLASSIFIED INTO RESULTS
       
40230000
RESULT FOR FOREIGN CURRENCY CONVERSION
34,016
200,195
-88,985
89,846
40240000
CHANGES IN THE VALUATION OF AVAILABLE FOR SALE FINANCIAL ASSETS
585,251
464,579
-220,350
-337,126
40250000
CHANGES IN THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS
23,585
48,665
-100,339
-26,395
40260000
CHANGES IN FAIR VALUE OF OTHER ASSETS
-228,286
-178,372
7,714
553,283
40270000
PARTICIPATION IN OTHER COMPREHENSIVE INCOME OF ASSOCIATES AND JOINT VENTURES
35,127
10,546
64,351
2,364
40280000
OTHER COMPREHENSIVE INCOME
0
0
0
0
40290000
TOTAL OTHER COMPREHENSIVE INCOME
449,693
545,613
-337,609
281,972
           
40300000
COMPREHENSIVE INCOME (LOSS)
4,194,681
2,757,447
3,401,858
2,066,691
40320000
COMPREHENSIVE (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST
847,291
-123,525
830,968
-56,279
40310000
COMPREHENSIVE (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST
3,347,390
2,880,972
2,570,890
2,122,970
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
DATA INFORMATION
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2013 AND 2012
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
92000010
OPERATING DEPRECIATION AND AMORTIZATION
4,787,806
2,428,941
4,069,368
2,039,122
92000020
EMPLOYEES' PROFIT SHARING, CURRENT
8,389
4,558
8,311
5,118
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
DATA INFORMATION (TWELVE MONTHS)
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
YEAR
CURRENT
PREVIOUS
92000030
NET INCOME (**)
70,734,509
66,396,643
92000040
OPERATING INCOME (LOSS) (**)
18,532,596
17,575,788
92000050
CONTROLLING INTEREST NET INCOME (LOSS) (**)
8,753,635
7,125,903
92000060
NET INCOME (LOSS) (**)
10,074,689
8,553,016
92000070
OPERATING DEPRECIATION AND AMORTIZATION (**)
9,192,678
7,872,687
 
(**) INFORMATION FOR THE LAST TWELVE MONTHS
 
 
 

 
 
STATEMENTS OF CASH FLOWS (INDIRECT METHOD)
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
AMOUNT
AMOUNT
    OPERATING ACTIVITIES
50010000
INCOME (LOSS) BEFORE INCOME TAXES
5,609,555
5,215,265
50020000
 + (-) ITEMS NOT REQUIRING CASH
478,609
503,828
50020010
 
+ ESTIMATES FOR THE PERIOD
412,481
413,066
50020020
 
+ PROVISIONS FOR THE PERIOD
0
0
50020030
 
+ (-) OTHER UNREALIZED ITEMS
66,128
90,762
50030000
 + (-) ITEMS RELATED TO INVESTING ACTIVITIES
5,159,378
5,301,279
50030010
 
+ DEPRECIATION AND AMORTIZATION FOR THE PERIOD
4,787,806
4,069,368
50030020
 
(-) + GAIN OR LOSS ON SALE OF PROPERTY, PLANT AND EQUIPMENT
47,534
169,815
50030030
 
+ (-) LOSS (REVERSION) IMPAIRMENT
0
0
50030040
 
(-) + EQUITY IN RESULTS OF AFFILIATES AND JOINT VENTURES
723,375
24,708
50030050
 
(-) DIVIDENDS RECEIVED
0
0
50030060
 
(-) INTEREST INCOME
(19,938)
(94,323)
50030070
 
(-) FOREIGN EXCHANGE FLUCTUATION
(450,162)
1,024,776
50030080
 
(-) + OTHER ITEMS
70,763
106,935
50040000
 + (-) ITEMS RELATED TO FINANCING ACTIVITIES
3,013,736
2,226,077
50040010
 
(+) ACCRUED INTEREST
2,269,851
2,161,930
50040020
 
(+) FOREIGN EXCHANGE FLUCTUATION
381,040
(1,313,655)
50040030
 
(+) FINANCIAL OPERATIONS OF DERIVATIVES
89,137
1,062,345
50040040
 
+ (-) OTHER ITEMS
273,708
315,457
50050000
CASH FLOW BEFORE INCOME TAX
14,261,278
13,246,449
50060000
CASH FLOWS PROVIDED OR USED IN OPERATION
(7,336,476)
(4,731,613)
50060010
 
+ (-) DECREASE (INCREASE) IN CUSTOMERS
5,667,573
5,841,318
50060020
 
+ (-) DECREASE (INCREASE) IN INVENTORIES
(2,210,107)
(2,013,088)
50060030
 
+ (-) DECREASE (INCREASE) IN OTHER ACCOUNTS RECEIVABLES AND OTHER ASSETS
(1,509,126)
(1,633,516)
50060040
 
+ (-) INCREASE (DECREASE) IN SUPPLIERS
429,823
949,603
50060050
 
+ (-) INCREASE (DECREASE) IN OTHER LIABILITIES
(5,741,835)
(5,603,707)
50060060
 
+ (-) INCOME TAXES PAID OR RETURNED
(3,972,804)
(2,272,223)
50070000
NET CASH FLOWS FROM OPERATING ACTIVITIES
6,924,802
8,514,836
    INVESTING ACTIVITIES
50080000
NET CASH FLOWS FROM INVESTING ACTIVITIES
(10,587,187)
(4,065,910)
50080010
 
(-) PERMANENT INVESTMENTS IN SHARES
(1,285,104)
(23,597)
50080020
 
+ DISPOSITION OF PERMANENT INVESTMENT IN SHARES
0
0
50080030
 
(-) INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT
(4,867,582)
(4,245,508)
50080040
 
+ SALE OF PROPERTY, PLANT AND EQUIPMENT
69,716
82,977
50080050
 
(-) TEMPORARY INVESTMENTS
(4,342,391)
(239,684)
50080060
 
+ DISPOSITION OF TEMPORARY INVESTMENTS
113,618
541,115
50080070
 
(-) INVESTMENT IN INTANGIBLE ASSETS
(220,503)
(118,533)
50080080
 
+ DISPOSITION OF INTANGIBLE ASSETS
0
0
50080090
 
(-) BUSINESS ACQUISITIONS
0
0
50080100
 
+ BUSINESS DISPOSITIONS
0
0
50080110
 
+ DIVIDEND RECEIVED
0
0
50080120
 
+ INTEREST RECEIVED
0
0
50080130
 
+ (-) DECREASE (INCREASE) IN ADVANCES AND LOANS TO THIRD PARTIES
0
0
50080140
 
+ (-) OTHER ITEMS
(54,941)
(62,680)
    FINANCING ACTIVITIES
50090000
NET CASH FLOWS FROM FINANCING ACTIVITIES
3,151,357
(4,652,761)
50090010
 
+ BANK FINANCING
253,063
200,000
50090020
 
+ STOCK MARKET FINANCING
6,447,939
0
50090030
 
+ OTHER FINANCING
0
0
50090040
 
(-) BANK FINANCING AMORTIZATION
0
(1,000,000)
50090050
 
(-) STOCK MARKET FINANCING AMORTIZATION
0
0
50090060
 
(-) OTHER FINANCING AMORTIZATION
(129,960)
(269,426)
50090070
 
+ (-) INCREASE (DECREASE) IN CAPITAL STOCK
0
0
50090080
 
(-) DIVIDENDS PAID
(1,084,192)
(1,084,192)
50090090
 
+ PREMIUM ON ISSUANCE OF SHARES
0
0
50090100
 
+ CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES
0
0
50090110
 
(-) INTEREST EXPENSE
(2,174,909)
(2,161,983)
50090120
 
(-) REPURCHASE OF SHARES
0
0
50090130
 
+ (-) OTHER ITEMS
(160,584)
(337,160)
50100000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(511,028)
(203,835)
50110000
CHANGES IN THE VALUE OF CASH AND CASH EQUIVALENTS
8,522
1,488
50120000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
19,063,325
16,275,924
50130000
CASH AND CASH EQUIVALENTS AT END OF PERIOD
18,560,819
16,073,577
 
 
 

 
 
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
CONCEPTS
CAPITAL STOCK
SHARES REPURCHASED
ADDITIONAL PAID-IN CAPITAL
CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES
OTHER CAPITAL CONTRIBUTED
RETAINED EARNINGS OR ACCUMULATED LOSSES
ACCUMULATED OTHER COMPREHENSIVE INCOME (NET OF INCOME TAX)
CONTROLLING INTEREST
NON-CONTROLLING INTEREST
TOTAL STOCKHOLDERS’ EQUITY
RESERVES
RETAINED EARNINGS (ACCUMULATED LOSSES)
BALANCE AT JANUARY 1, 2012
5,040,808
-15,971,710
15,889,819
0
0
2,139,007
43,319,104
1,323,202
51,740,230
7,280,119
59,020,349
                       
RETROSPECTIVE ADJUSTMENT
0
0
0
0
0
0
0
0
0
0
0
                       
APPLICATION OF OTHER COMPREHENSIVE INCOME TO RETAINED EARNINGS
0
0
0
0
0
0
0
0
0
0
0
                       
                       
ESTABLISHMENT OF RESERVES
0
0
0
0
0
0
0
0
0
0
0
                       
DIVIDENDS DECLARED
0
0
0
0
0
0
-1,084,192
0
-1,084,192
-315,309
-1,399,501
                       
(DECREASE) INCREASE OF CAPITAL
-62,682
0
0
0
0
0
-1,929,032
0
-1,991,714
0
-1,991,714
                       
REPURCHASE OF SHARES
0
-791,716
0
0
0
0
0
0
-791,716
0
-791,716
                       
(DECREASE) INCREASE IN ADDITIONAL PAID-IN CAPITAL
0
0
0
0
0
0
0
0
0
0
0
                       
                       
(DECREASE) INCREASE IN NON-CONTROLLING INTEREST
0
0
0
0
0
0
0
0
0
0
0
                       
                       
OTHER
0
3,381,465
0
0
0
0
-282,580
0
3,098,885
-1,032
3,097,853
                       
COMPREHENSIVE INCOME
0
0
0
0
0
0
2,902,199
-331,309
2,570,890
830,968
3,401,858
                       
BALANCE AT JUNE 30, 2012
4,978,126
-13,381,961
15,889,819
0
0
2,139,007
42,925,499
991,893
53,542,383
7,794,746
61,337,129
BALANCE AT JANUARY 1, 2013
4,978,126
-13,103,223
15,889,819
0
0
2,139,007
48,899,879
1,805,884
60,609,492
7,856,085
68,465,577
                       
RETROSPECTIVE ADJUSTMENT
0
0
0
0
0
0
-101,814
0
-101,814
-1,088
-102,902
                       
APPLICATION OF OTHER COMPREHENSIVE INCOME TO RETAINED EARNINGS
0
0
0
0
0
0
0
0
0
0
0
                       
                       
ESTABLISHMENT OF RESERVES
0
0
0
0
0
0
0
0
0
0
0
                       
DIVIDENDS DECLARED
0
0
0
0
0
0
-1,084,192
0
-1,084,192
-89,895
-1,174,087
                       
(DECREASE) INCREASE OF CAPITAL
0
0
0
0
0
0
0
0
0
0
0
                       
REPURCHASE OF SHARES
0
-826,602
0
0
0
0
0
0
-826,602
0
-826,602
                       
(DECREASE) INCREASE IN ADDITIONAL PAID-IN CAPITAL
0
0
0
0
0
0
0
0
0
0
0
                       
                       
(DECREASE) INCREASE IN NON-CONTROLLING INTEREST
0
0
0
0
0
0
0
0
0
0
0
                       
                       
OTHER
0
1,319,824
0
0
0
0
-219,514
0
1,100,310
-9,514
1,090,796
                       
COMPREHENSIVE INCOME
0
0
0
0
0
0
2,895,197
452,193
3,347,390
847,291
4,194,681
                       
BALANCE AT JUNE 30, 2013
4,978,126
-12,610,001
15,889,819
0
0
2,139,007
50,389,556
2,258,077
63,044,584
8,602,879
71,647,463
 
 
 

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONSOLIDATED
  Final Printing
 
MEXICO CITY, D.F., JULY 9, 2013—GRUPO TELEVISA, S.A.B. (NYSE:TV; BMV: TLEVISA CPO; “TELEVISA” OR “THE COMPANY”), TODAY ANNOUNCED RESULTS FOR SECOND-QUARTER 2013. THE RESULTS HAVE BEEN PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”).

THE FOLLOWING INFORMATION FROM THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTERS ENDED JUNE 30, 2013 AND 2012 IS PRESENTED IN MILLIONS OF MEXICAN PESOS, AS WELL AS THE PERCENTAGE CHANGE WHEN COMPARING 2013 WITH 2012:

NET SALES

NET SALES INCREASED 6.4% TO PS.18,065.0 MILLION IN SECOND-QUARTER 2013 COMPARED WITH PS.16,983.8 MILLION IN SECOND-QUARTER 2012. THIS INCREASE WAS MAINLY ATTRIBUTABLE TO REVENUE GROWTH IN CONTENT, CABLE AND TELECOM, AND SKY SEGMENTS, PARTIALLY COMPENSATED BY A DECREASE IN PUBLISHING NET SALES. OPERATING SEGMENT INCOME INCREASED 8.5%, REACHING PS.7,733.7 MILLION WITH A MARGIN OF 42.0% IN SECOND-QUARTER 2013 COMPARED WITH PS.7,125.7 MILLION WITH A MARGIN OF 41.2% IN SECOND-QUARTER 2012.

NET INCOME ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY

NET INCOME ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY INCREASED TO PS.1,825.5 MILLION IN SECOND-QUARTER 2013 COMPARED WITH PS.1,396.3 MILLION IN SECOND-QUARTER 2012.

SECOND-QUARTER RESULTS BY BUSINESS SEGMENT

THE FOLLOWING INFORMATION PRESENTS SECOND-QUARTER CONSOLIDATED RESULTS ENDED JUNE 30, 2013 AND 2012 FOR EACH OF OUR BUSINESS SEGMENTS. CONSOLIDATED RESULTS FOR 2013 AND 2012 ARE PRESENTED IN MILLIONS OF MEXICAN PESOS:

CONTENT

SECOND-QUARTER SALES INCREASED 5.1% TO PS.8,241.7 MILLION COMPARED WITH PS.7,845.4 MILLION IN SECOND-QUARTER 2012.

ADVERTISING REVENUE INCREASED BY 6.2% TO PS.5,911.4 MILLION COMPARED WITH PS.5,566.9 MILLION IN SECOND-QUARTER 2012, REFLECTING THE ONGOING SUCCESS OF OUR CONTENT AND ALSO THE STRENGTH OF BROADCAST TELEVISION AS THE ADVERTISING PLATFORM OF CHOICE.

SECOND-QUARTER NETWORK SUBSCRIPTION REVENUE INCREASED BY 9.5% TO PS.881.7 MILLION COMPARED WITH PS.805.4 MILLION IN SECOND-QUARTER 2012. THE GROWTH WAS DRIVEN MAINLY BY THE SUSTAINED ADDITION OF PAY-TV SUBSCRIBERS, MOSTLY IN MEXICO. DURING THE QUARTER, TELEVISA CONTINUED TO PRODUCE AND TRANSMIT MANY OF THE LEADING PAY-TV NETWORKS IN MEXICO IN KEY CATEGORIES, INCLUDING GENERAL ENTERTAINMENT, MUSIC AND LIFESTYLE, AND MOVIES.

SECOND-QUARTER LICENSING AND SYNDICATION REVENUE DECREASED BY 1.7% TO PS.1,448.6 MILLION COMPARED WITH PS.1,473.1 MILLION IN SECOND-QUARTER 2012. THE DECREASE IS EXPLAINED MAINLY BY A NEGATIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED SALES. THIS EFFECT WAS PARTIALLY COMPENSATED BY AN INCREASE OF 9.9% IN ROYALTIES FROM UNIVISION, TO US$70.5 MILLION IN SECOND-QUARTER 2013 FROM US$64.2 MILLION IN SECOND-QUARTER 2012.

IN THE AGGREGATE, THE CONTENT SEGMENT RESULTS REFLECT A NEGATIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED SALES THAT AMOUNTED TO PS.130.9 MILLION.

SECOND-QUARTER OPERATING SEGMENT INCOME INCREASED 7.6% TO PS.4,066.8 MILLION COMPARED WITH PS.3,778.6 MILLION IN SECOND-QUARTER 2012. THE MARGIN WAS 49.3%. THE INCREASE IS EXPLAINED BY HIGHER ADVERTISING AND NETWORK SUBSCRIPTION REVENUES. THIS EFFECT WAS PARTIALLY OFFSET BY AN INCREASE IN PERSONNEL AND PROMOTIONAL EXPENSES.

PUBLISHING

SECOND-QUARTER SALES DECREASED 9.7% TO PS.838.7 MILLION COMPARED WITH PS.928.7 MILLION IN SECOND-QUARTER 2012. THE DECREASE IS EXPLAINED BY LOWER CIRCULATION AND ADVERTISING REVENUES IN MEXICO AND THE REST OF THE WORLD AND A NEGATIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED SALES. SALES OUTSIDE MEXICO REPRESENTED 61.9% OF THE SEGMENT COMPARED WITH 63.2% IN THE SAME QUARTER OF 2012.

SECOND-QUARTER OPERATING SEGMENT INCOME DECREASED 23.9% TO PS.118.1 MILLION COMPARED WITH PS.155.2 MILLION IN SECOND-QUARTER 2012, AND THE MARGIN WAS 14.1%. THIS DECREASE REFLECTS LOWER SALES AND HIGHER MARKETING EXPENSES. THIS EFFECT WAS PARTIALLY COMPENSATED BY I) A POSITIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED COSTS AND EXPENSES; AND II) A DECREASE IN PAPER, PRINTING AND EDITING COSTS.

SKY

SECOND-QUARTER SALES INCREASED BY 12.8% TO PS.4,000.9 MILLION COMPARED WITH PS.3,545.5 MILLION IN SECOND-QUARTER 2012. THE INCREASE WAS DRIVEN BY SOLID GROWTH IN THE SUBSCRIBER BASE IN MEXICO, WHICH IS EXPLAINED BY THE CONTINUED SUCCESS OF SKY’S LOW-COST OFFERINGS AND THE ATTRACTIVENESS OF SKY’S TRADITIONAL PAY-TV PACKAGES. THE NUMBER OF NET ACTIVE SUBSCRIBERS INCREASED BY 233,242 DURING THE QUARTER TO 5,646,254 AS OF JUNE 30, 2013, COMPARED WITH 4,550,695 AS OF JUNE 30, 2012. SKY ENDED THE QUARTER WITH 199,529 SUBSCRIBERS IN CENTRAL AMERICA AND THE DOMINICAN REPUBLIC.

SECOND-QUARTER OPERATING SEGMENT INCOME INCREASED 12.8% TO PS.1,881.0 MILLION COMPARED WITH PS.1,668.2 MILLION IN SECOND-QUARTER 2012, AND THE MARGIN WAS 47.0%. THESE RESULTS REFLECT AN INCREASE IN SALES THAT WAS PARTIALLY OFFSET BY HIGHER COSTS OF SALES RESULTING FROM THE EXPANSION IN THE SUBSCRIBER BASE AND, TO A LESSER EXTENT, HIGHER PERSONNEL, MARKETING AND PROMOTIONAL EXPENSES.

CABLE AND TELECOM

SECOND-QUARTER SALES INCREASED 8.2% TO PS.4,188.4 MILLION COMPARED WITH PS.3,871.7 MILLION IN SECOND-QUARTER 2012. REVENUES FROM OUR THREE CABLE OPERATIONS CABLEVISIÓN, CABLEMÁS AND TVI EXPERIENCED SOLID GROWTH. BESTEL REVENUES DECREASED 3.4% COMPARED WITH SECOND-QUARTER 2012 AS A RESULT OF LOWER MANAGED SERVICES AND INTERNET SALES, WHICH WERE PARTIALLY COMPENSATED BY AN INCREASE IN REVENUES IN ITS OTHER LINES OF BUSINESS. EXCLUDING BESTEL, SECOND-QUARTER SALES IN THE AGGREGATE FOR THE THREE CABLE COMPANIES INCREASED 10.8%. DATA AND VOICE REVENUE GENERATING UNITS, OR RGUS, CONTINUE TO BE THE MAIN DRIVERS OF GROWTH, GROWING 23.9% AND 16.2% COMPARED WITH SECOND-QUARTER 2012, RESPECTIVELY, AND VIDEO RGUS GREW 7.7%.

THE FOLLOWING INFORMATION SETS FORTH THE BREAKDOWN OF SUBSCRIBERS FOR EACH OF OUR THREE CABLE SUBSIDIARIES AS OF JUNE 30, 2013:

THE SUBSCRIBER BASE OF CABLEVISIÓN OF VIDEO, BROADBAND AND VOICE AS OF JUNE 30, 2013 AMOUNTED TO 820,855, 580,898 AND 359,533 SUBSCRIBERS, RESPECTIVELY.

THE SUBSCRIBER BASE OF CABLEMÁS OF VIDEO, BROADBAND AND VOICE AS OF JUNE 30, 2013 AMOUNTED TO 1,171,688, 622,919 AND 315,943 SUBSCRIBERS, RESPECTIVELY.

THE SUBSCRIBER BASE OF TVI OF VIDEO, BROADBAND AND VOICE AS OF JUNE 30, 2013 AMOUNTED TO 413,182, 252,990 AND 137,021 SUBSCRIBERS, RESPECTIVELY.

THE RGUS OF CABLEVISIÓN, CABLEMÁS AND TVI AS OF JUNE 30, 2013 AMOUNTED TO 1,761,286, 2,110,550 AND 803,193, RESPECTIVELY.

SECOND-QUARTER OPERATING SEGMENT INCOME INCREASED 7.2% TO PS.1,578.6 MILLION COMPARED WITH PS.1,472.9 MILLION IN SECOND-QUARTER 2012, AND THE MARGIN WAS 37.7%. EXCLUDING BESTEL, SECOND-QUARTER OPERATING SEGMENT INCOME INCREASED 9.8%, AND THE MARGIN REACHED 38.5%. THESE RESULTS REFLECT CONTINUED GROWTH IN THE CUSTOMER BASE OF CABLE PLATFORMS THAT WAS PARTIALLY OFFSET BY HIGHER PERSONNEL, MAINTENANCE, AND MARKETING COSTS AND EXPENSES. IN PARTICULAR, MARGINS IN CABLEVISIÓN REFLECTED AN AGGRESSIVE SALES AND MARKETING CAMPAIGN TO PROMOTE PREMIUM AND VALUE ADDED SERVICES TO ITS CUSTOMER BASE.

THE FOLLOWING INFORMATION SETS FORTH THE BREAKDOWN OF REVENUES AND OPERATING SEGMENT INCOME, EXCLUDING CONSOLIDATION ADJUSTMENTS, FOR OUR FOUR CABLE AND TELECOM SUBSIDIARIES FOR THE QUARTER:

THE REVENUES FOR THE QUARTER OF CABLEVISIÓN, CABLEMÁS, TVI AND BESTEL AMOUNTED TO PS.1,375.1 MILLION, PS.1,506.5 MILLION, PS.668 MILLION AND PS.744.8 MILLION, RESPECTIVELY.

THE OPERATING SEGMENT INCOME FOR THE QUARTER OF CABLEVISIÓN, CABLEMÁS, TVI AND BESTEL AMOUNTED TO PS.532 MILLION, PS.557.8 MILLION, PS.275.6 MILLION AND PS.281 MILLION, RESPECTIVELY.

THESE RESULTS DO NOT INCLUDE CONSOLIDATION ADJUSTMENTS OF PS.106 MILLION IN REVENUES OR PS.67.8 MILLION IN OPERATING SEGMENT INCOME, WHICH ARE INCLUDED IN THE CONSOLIDATED RESULTS OF CABLE AND TELECOM.

OTHER BUSINESSES

SECOND-QUARTER SALES INCREASED 1.2% TO PS.1,127.5 MILLION COMPARED WITH PS.1,113.8 MILLION IN SECOND-QUARTER 2012. THIS INCREASE IS EXPLAINED MAINLY BY I) AN INCREASE IN THE REVENUES OF OUR GAMING BUSINESS DUE TO AN INCREASE IN THE REVENUES OF OUR BINGO HALLS; AND II) AN INCREASE IN THE REVENUES OF OUR RADIO BUSINESS DUE TO HIGHER ADVERTISING REVENUES. THIS EFFECT WAS PARTIALLY COMPENSATED BY I) A DECREASE IN THE REVENUES OF OUR FEATURE-FILM DISTRIBUTION BUSINESS; AND II) A DECREASE IN THE REVENUES OF OUR PUBLISHING DISTRIBUTION BUSINESS DUE TO THE TERMINATION OF OUR CHILE OPERATION.

SECOND-QUARTER OPERATING SEGMENT INCOME INCREASED 75.6% TO PS.89.2 MILLION COMPARED WITH PS.50.8 MILLION IN SECOND-QUARTER 2012, MAINLY REFLECTING HIGHER PROFITABILITY IN THE RADIO AND GAMING BUSINESSES.

INTERSEGMENT OPERATIONS

INTERSEGMENT OPERATIONS FOR THE SECOND QUARTER 2013 AND 2012 AMOUNTED TO PS.332.2 MILLION AND PS.321.3 MILLION, RESPECTIVELY.

CORPORATE EXPENSES

CORPORATE EXPENSE DECREASED BY PS.5.6 MILLION, OR 2.0%, TO PS.277.8 MILLION IN SECOND-QUARTER 2013, FROM PS.283.4 MILLION IN SECOND-QUARTER 2012. THE DECREASE REFLECTED PRIMARILY A LOWER SHARE-BASED COMPENSATION EXPENSE.

SHARE-BASED COMPENSATION EXPENSE IN SECOND-QUARTER 2013 AND 2012 AMOUNTED TO PS.152.5 MILLION AND PS.157.6 MILLION, RESPECTIVELY. SHARE-BASED COMPENSATION EXPENSE IS MEASURED AT FAIR VALUE AT THE TIME THE EQUITY BENEFITS ARE CONDITIONALLY SOLD TO OFFICERS AND EMPLOYEES, AND IS RECOGNIZED OVER THE VESTING PERIOD.

OTHER EXPENSE, NET

OTHER EXPENSE, NET, DECREASED BY PS.63.0 MILLION, OR 46.6%, TO PS.72.3 MILLION IN SECOND-QUARTER 2013, FROM PS.135.3 MILLION IN SECOND-QUARTER 2012.

OTHER EXPENSE, NET, IN SECOND-QUARTER 2013, INCLUDED PRIMARILY FINANCIAL ADVISORY AND PROFESSIONAL SERVICES, LOSS ON DISPOSITION OF PROPERTY AND EQUIPMENT, AND DONATIONS.

NON-OPERATING RESULTS

FINANCE EXPENSE, NET

THE FOLLOWING INFORMATION SETS FORTH THE FINANCE EXPENSE OR (INCOME), NET, STATED IN MILLIONS OF MEXICAN PESOS FOR THE QUARTERS ENDED JUNE 30, 2013 AND 2012:

THE FINANCE EXPENSE, NET, DECREASED BY PS.963.1 MILLION, OR 45.1%, TO PS.1,172.6 MILLION IN SECOND-QUARTER 2013 FROM PS.2,135.7 MILLION IN SECOND-QUARTER 2012. THIS DECREASE REFLECTED PRIMARILY I) A PS.939.8 MILLION DECREASE IN OTHER FINANCE EXPENSE, NET, TO PS.4.9 MILLION IN SECOND-QUARTER 2013 COMPARED WITH PS.944.7 MILLION IN SECOND-QUARTER 2012, RESULTING  PRIMARILY FROM THE ABSENCE IN SECOND-QUARTER 2013 OF A CUMULATIVE CHANGE IN FAIR VALUE IN THE AMOUNT OF PS.933.0 MILLION RECOGNIZED IN CONNECTION WITH THE CONVERSION OF DEBENTURES ISSUED BY GSF, THE PARENT COMPANY OF IUSACELL, INTO SHARES OF COMMON STOCK OF GSF IN SECOND-QUARTER 2012; II) A PS.107.7  MILLION DECREASE IN FOREIGN EXCHANGE LOSS TO PS.230.3 MILLION IN SECOND-QUARTER 2013 COMPARED WITH PS.338 MILLION IN SECOND-QUARTER 2012, RESULTING PRIMARILY FROM A LOWER EXCHANGE RATE OF THE MEXICAN PESO AGAINST THE US DOLLAR IN SECOND-QUARTER 2013; AND III) A PS.3.5 MILLION INCREASE IN INTEREST INCOME TO PS.228 MILLION IN SECOND-QUARTER 2013 COMPARED WITH PS.224.5 MILLION IN SECOND-QUARTER 2012, EXPLAINED PRIMARILY BY A HIGHER AVERAGE AMOUNT OF CASH, CASH EQUIVALENTS AND TEMPORARY INVESTMENTS IN SECOND-QUARTER 2013. THESE FAVORABLE VARIANCES WERE OFFSET BY AN INCREASE OF PS.87.9 MILLION IN INTEREST EXPENSE TO PS.1,165.4 MILLION IN SECOND-QUARTER 2013 COMPARED WITH PS.1,077.5 MILLION IN SECOND-QUARTER 2012, DUE PRIMARILY TO A HIGHER AVERAGE PRINCIPAL AMOUNT OF DEBT AND FINANCE LEASE OBLIGATIONS IN SECOND-QUARTER 2013.

SHARE OF LOSS OR INCOME OF JOINT VENTURES AND ASSOCIATES, NET

SHARE OF LOSS OF JOINT VENTURES AND ASSOCIATES, NET, INCREASED BY PS.428.0 MILLION TO PS.461.8 MILLION IN SECOND-QUARTER 2013 FROM PS.33.8 MILLION IN SECOND-QUARTER 2012. THIS INCREASE REFLECTED MAINLY OUR SHARE OF LOSS OF GSF, OUR 50% JOINT VENTURE IN THE IUSACELL TELECOM BUSINESS. A SUBSTANTIAL PORTION OF THE LOSS WAS ATTRIBUTABLE TO A NEGATIVE FOREIGN EXCHANGE EFFECT IN SECOND-QUARTER 2013 ON GSF’S NET DOLLAR LIABILITY POSITION.

INCOME TAXES

INCOME TAXES INCREASED BY PS.394.9 MILLION TO PS.1,108.5 MILLION IN SECOND-QUARTER 2013 COMPARED WITH  PS.713.6  MILLION IN SECOND-QUARTER 2012. THIS INCREASE REFLECTED PRIMARILY A HIGHER INCOME TAX BASE.

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS DECREASED BY PS.2.2 MILLION, OR 0.6%, TO PS.386.3 MILLION IN SECOND-QUARTER 2013, COMPARED WITH PS.388.5 MILLION IN SECOND-QUARTER 2012. THIS DECREASE REFLECTED PRIMARILY A LOWER PORTION OF NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS IN OUR SKY SEGMENT, WHICH WAS PARTIALLY OFFSET BY A HIGHER PORTION OF NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS IN OUR CABLE AND TELECOM SEGMENT.

OTHER RELEVANT INFORMATION

CAPITAL EXPENDITURES AND INVESTMENTS

DURING SECOND-QUARTER 2013, WE INVESTED APPROXIMATELY US$209.9 MILLION IN PROPERTY, PLANT AND EQUIPMENT AS CAPITAL EXPENDITURES. THESE CAPITAL EXPENDITURES INCLUDE APPROXIMATELY US$113.6 MILLION FOR OUR CABLE AND TELECOM SEGMENT, US$77.1 MILLION FOR OUR SKY SEGMENT, AND US$19.2 MILLION FOR OUR CONTENT SEGMENT AND OTHER BUSINESSES.

OUR INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT IN OUR CABLE AND TELECOM SEGMENT DURING SECOND-QUARTER 2013 INCLUDED APPROXIMATELY US$36.2 MILLION FOR CABLEVISIÓN, US$46.6 MILLION FOR CABLEMÁS, US$25.9 MILLION FOR TVI, AND US$4.9 MILLION FOR BESTEL.

DURING SECOND-QUARTER 2013, WE MADE CAPITAL CONTRIBUTIONS IN CONNECTION WITH OUR 50% JOINT INTEREST IN GSF IN THE AGGREGATE AMOUNT OF PS.927.5 MILLION.
 
DEBT AND FINANCE LEASE OBLIGATIONS

THE FOLLOWING INFORMATION SETS FORTH OUR TOTAL DEBT AND FINANCE LEASE OBLIGATIONS AS OF JUNE 30, 2013 AND DECEMBER 31, 2012. AMOUNTS ARE STATED IN MILLIONS OF MEXICAN PESOS:

THE TOTAL CONSOLIDATED DEBT AMOUNTED TO PS.60,054 MILLION AND PS.52,991.4 MILLION AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, RESPECTIVELY, WHICH INCLUDED A CURRENT PORTION  OF LONG-TERM DEBT IN THE AMOUNT OF PS.426.6 MILLION AND PS.375 MILLION, RESPECTIVELY.

ADDITIONALLY,  WE HAD FINANCE LEASE OBLIGATIONS IN THE AMOUNT OF PS.5,046.5 MILLION AND PS.4,971.1 MILLION AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, RESPECTIVELY, WHICH INCLUDED A CURRENT PORTION OF PS.448 MILLION  AND PS.439.2 MILLION, RESPECTIVELY.

AS OF JUNE 30, 2013, OUR CONSOLIDATED NET DEBT POSITION (TOTAL DEBT LESS CASH AND CASH EQUIVALENTS, TEMPORARY INVESTMENTS, AND NON-CURRENT HELD-TO-MATURITY AND AVAILABLE-FOR-SALE INVESTMENTS) WAS PS.27,523.9 MILLION. THE AGGREGATE AMOUNT OF NON-CURRENT HELD-TO-MATURITY AND AVAILABLE-FOR-SALE INVESTMENTS AS OF JUNE 30, 2013 AMOUNTED TO PS.4,451.0 MILLION.

IN MAY 2013, WE CONCLUDED AN OFFERING OF PS.6,500 MILLION AGGREGATE PRINCIPAL AMOUNT OF 7.25% SENIOR NOTES DUE 2043 REGISTERED WITH THE MEXICAN BANKING AND SECURITIES COMMISSION AND THE U.S. SECURITIES AND EXCHANGE COMMISSION.

ORDINARY DIVIDEND

ON APRIL 2, 2013, AT A GENERAL STOCKHOLDERS’ MEETING, OUR STOCKHOLDERS APPROVED THE PAYMENT OF AN ORDINARY DIVIDEND OF PS.0.35 PER CPO, WHICH WAS PAID IN CASH IN MAY 2013 IN THE AMOUNT OF PS.1,084.2 MILLION.

SHARES OUTSTANDING

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, OUR SHARES OUTSTANDING AMOUNTED TO 335,618.0 MILLION AND 333,897.9 MILLION SHARES, RESPECTIVELY, AND OUR CPO EQUIVALENTS OUTSTANDING AMOUNTED TO 2,868.5 MILLION AND 2,853.8 MILLION CPO EQUIVALENTS, RESPECTIVELY. NOT ALL OF OUR SHARES ARE IN THE FORM OF CPOS. THE NUMBER OF CPO EQUIVALENTS IS CALCULATED BY DIVIDING THE NUMBER OF SHARES OUTSTANDING BY 117.

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, THE GDS (GLOBAL DEPOSITARY SHARES) EQUIVALENTS OUTSTANDING AMOUNTED TO 573.7 MILLION AND 570.8 MILLION GDS EQUIVALENTS, RESPECTIVELY. THE NUMBER OF GDS EQUIVALENTS IS CALCULATED BY DIVIDING THE NUMBER OF CPO EQUIVALENTS BY FIVE.

ABOUT TELEVISA

GRUPO TELEVISA, S.A.B., IS THE LARGEST MEDIA COMPANY IN THE SPANISH-SPEAKING WORLD BASED ON ITS MARKET CAPITALIZATION AND A MAJOR PARTICIPANT IN THE INTERNATIONAL ENTERTAINMENT BUSINESS. IT HAS INTERESTS IN TELEVISION PRODUCTION AND BROADCASTING, PRODUCTION OF PAY-TELEVISION NETWORKS, INTERNATIONAL DISTRIBUTION OF TELEVISION PROGRAMMING, DIRECT-TO-HOME SATELLITE SERVICES, CABLE TELEVISION AND TELECOMMUNICATION SERVICES, MAGAZINE PUBLISHING AND DISTRIBUTION, RADIO PRODUCTION AND BROADCASTING, PROFESSIONAL SPORTS AND LIVE ENTERTAINMENT, FEATURE-FILM PRODUCTION AND DISTRIBUTION, THE OPERATION OF A HORIZONTAL INTERNET PORTAL, AND GAMING.

DISCLAIMER

THIS ANNEX CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE COMPANY’S RESULTS AND PROSPECTS. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS ANNEX SHOULD BE READ IN CONJUNCTION WITH THE FACTORS DESCRIBED IN “ITEM 3. KEY INFORMATION – FORWARD-LOOKING STATEMENTS” IN THE COMPANY’S ANNUAL REPORT ON FORM 20-F, WHICH, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN FORWARD-LOOKING STATEMENTS MADE IN THIS ANNEX AND IN ORAL STATEMENTS MADE BY AUTHORIZED OFFICERS OF THE COMPANY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THEIR DATES. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

THE FINANCIAL INSTITUTIONS THAT PERFORM FINANCIAL ANALYSIS ON THE SECURITIES OF GRUPO TELEVISA, S.A.B. ARE AS FOLLOWS:
 
INSTITUTION:
 
   BBVA BANCOMER
   CREDIT SUISSE
   GBM CASA DE BOLSA
   HSBC
   ITAÚ SECURITIES
   JPMORGAN
   MERRILL LYNCH
   MONEX CASA DE BOLSA
   MORGAN STANLEY
   NEW STREET
   SCOTIABANK
   UBS
 
 
 

 
 
FINANCIAL STATEMENT NOTES
CONSOLIDATED
  Final Printing
 
GRUPO TELEVISA, S.A.B. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012
(IN THOUSANDS OF MEXICAN PESOS, EXCEPT PER CPO AND PER SHARE AMOUNTS)

1.        BASIS OF PREPARATION AND ACCOUNTING POLICIES:

THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GRUPO TELEVISA, S.A.B. (THE "COMPANY") AND SUBSIDIARIES (COLLECTIVELY, THE "GROUP"), FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012,  ARE UNAUDITED,  AND HAVE BEEN PREPARED IN ACCORDANCE WITH THE GUIDELINES PROVIDED BY THE INTERNATIONAL ACCOUNTING STANDARD 34, INTERIM FINANCIAL REPORTING. IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS NECESSARY FOR A FAIR PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN INCLUDED THEREIN.

THESE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE GROUP'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011, WHICH HAVE BEEN PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD, AND INCLUDE, AMONG OTHER DISCLOSURES, THE GROUP'S MOST SIGNIFICANT ACCOUNTING POLICIES, WHICH WERE APPLIED ON A CONSISTENT BASIS AS OF JUNE 30, 2013, EXCEPT FOR THE MATTER DISCUSSED IN THE FOLLOWING PARAGRAPH.
 
IN THE FIRST QUARTER OF 2013, THE GROUP RECOGNIZED THE PROVISIONS OF THE IAS 19, EMPLOYEE BENEFITS, AS AMENDED IN 2011, WHICH BECAME EFFECTIVE ON JANUARY 1, 2013. THE AMENDED IAS 19 ELIMINATES THE CORRIDOR APPROACH FOR THE RECOGNITION OF ACTUARIAL GAINS OR LOSSES, AND REQUIRES THE CALCULATION OF FINANCE COSTS ON A NET FUNDING BASIS. ALSO, THE AMENDED IAS 19 REQUIRES THE RECOGNITION OF PAST SERVICE COST AS AN EXPENSE AT THE EARLIER OF THE FOLLOWING DATES: (I) WHEN THE PLAN AMENDEMENT OR CURTAILMENT OCCURS; AND (II) WHEN THE ENTITY RECOGNIZES RELATED RESTRUCTURING COSTS OR TERMINATION BENEFITS. AS A RESULT OF THE ADOPTION OF THE AMENDED IAS 19, THE GROUP ADJUSTED A CONSOLIDATED UNAMORTIZED PAST SERVICE COST BALANCE IN THE AGGREGATE AMOUNT OF PS.102,902 IN CONSOLIDATED RETAINED EARNINGS AS OF JANUARY 1, 2013.
 
THESE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS WERE AUTHORIZED FOR ISSUANCE ON JULY 3, 2013 BY THE GROUP’S CHIEF FINANCIAL OFFICER.
 
2.         PROPERTY, PLANT AND EQUIPMENT:

PROPERTY, PLANT AND EQUIPMENT AS OF JUNE 30, 2013 AND DECEMBER 31, 2012 CONSISTED OF:

     
2013
   
2012
 
 
BUILDINGS
  Ps. 8,232,273     Ps. 8,345,913  
 
BUILDING IMPROVEMENTS
    346,475       1,332,400  
 
TECHNICAL EQUIPMENT
    60,673,210       57,024,320  
 
SATELLITE TRANSPONDERS
    7,869,492       7,869,492  
 
FURNITURE AND FIXTURES
    751,711       724,747  
 
TRANSPORTATION EQUIPMENT
    2,258,872       2,222,488  
 
COMPUTER EQUIPMENT
    4,580,788       4,249,163  
 
LEASEHOLD IMPROVEMENTS
    1,443,856       1,438,472  
        86,156,677       83,206,995  
 
ACCUMULATED DEPRECIATION
    (45,969,967 )     (43,392,016 )
        40,186,710       39,814,979  
 
LAND
    4,544,811       4,556,265  
 
CONSTRUCTION AND PROJECTS IN PROGRESS
    3,699,165       3,896,078  
      Ps. 48,430,686     Ps. 48,267,322  

DEPRECIATION CHARGED TO INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012 WAS PS.4,313,884 AND PS.3,604,084, RESPECTIVELY.
 
DURING THE FIRST HALF OF 2013, THE GROUP INVESTED PS.4,867,582 IN PROPERTY, PLANT AND EQUIPMENT AS CAPITAL EXPENDITURES.
 
3.         DEBT AND FINANCE LEASE OBLIGATIONS:
 
DEBT AND FINANCE LEASE OBLIGATIONS OUTSTANDING AS OF JUNE 30, 2013 AND DECEMBER 31, 2012 WERE AS FOLLOWS:
 
     
2013
   
2012
 
 
U.S. DOLLAR DEBT:
           
 
     6% SENIOR NOTES DUE 2018 (A)
  PS. 6,478,893     PS. 6,388,636  
 
     6.625% SENIOR NOTES DUE 2025 (A)
    7,364,144       7,240,710  
 
     8.50% SENIOR NOTES DUE 2032 (A)
    3,874,024       3,821,000  
 
     6.625% SENIOR NOTES DUE 2040 (A)
    7,646,026       7,538,562  
 
          TOTAL U.S. DOLLAR DEBT
    25,363,087       24,988,908  
 
MEXICAN PESO DEBT:
               
 
     7.38% NOTES DUE 2020 (B)
    9,948,277       9,944,750  
 
     8.49% SENIOR NOTES DUE 2037 (A)
    4,482,659       4,482,297  
 
     7.25% SENIOR NOTES DUE 2043 (A)
    6,429,146       -  
 
     BANK LOANS
    8,587,648       8,586,064  
 
     BANK LOANS (SKY)
    3,500,000       3,500,000  
 
     BANK LOANS (TVI)
    1,743,194       1,489,400  
 
          TOTAL MEXICAN PESO DEBT
    34,690,924       28,002,511  
 
          TOTAL DEBT (C)
    60,054,011       52,991,419  
 
          LESS: SHORT-TERM DEBT AND CURRENT PORTION
                      OF  LONG-TERM DEBT
    426,651       375,000  
 
          LONG-TERM DEBT, NET OF CURRENT PORTION
  Ps. 59,627,360     Ps. 52,616,419  
 
FINANCE LEASE OBLIGATIONS:
               
 
     SATELLITE TRANSPONDER LEASE OBLIGATION
  Ps. 4,145,968     Ps. 4,132,365  
 
     OTHER
    900,507       838,785  
 
          TOTAL FINANCE LEASE OBLIGATIONS
    5,046,475       4,971,150  
 
          LESS: CURRENT PORTION
    447,941       439,257  
 
          FINANCE LEASE OBLIGATIONS, NET OF CURRENT PORTION
  Ps. 4,598,534     Ps. 4,531,893  
 
(A)  
THESE SENIOR NOTES ARE UNSECURED OBLIGATIONS OF THE COMPANY, RANK EQUALLY IN RIGHT OF PAYMENT WITH ALL EXISTING AND FUTURE UNSECURED AND UNSUBORDINATED INDEBTEDNESS OF THE COMPANY, AND ARE JUNIOR IN RIGHT OF PAYMENT TO ALL OF THE EXISTING AND FUTURE LIABILITIES OF THE COMPANY’S SUBSIDIARIES. INTEREST ON THE SENIOR NOTES DUE 2018, 2025, 2032, 2037, 2040 AND 2043, INCLUDING ADDITIONAL AMOUNTS PAYABLE IN RESPECT OF CERTAIN MEXICAN WITHHOLDING TAXES, IS 6.31%, 6.97%, 8.94%, 8.93%, 6.97% AND 7.62% PER ANNUM, RESPECTIVELY, AND IS PAYABLE SEMI-ANNUALLY. THESE SENIOR NOTES MAY NOT BE REDEEMED PRIOR TO MATURITY, EXCEPT (I) IN THE EVENT OF CERTAIN CHANGES IN LAW AFFECTING THE MEXICAN WITHHOLDING TAX TREATMENT OF CERTAIN PAYMENTS ON THE SECURITIES, IN WHICH CASE THE SECURITIES WILL BE REDEEMABLE, AS A WHOLE BUT NOT IN PART, AT THE OPTION OF THE COMPANY; AND (II) IN THE EVENT OF A CHANGE OF CONTROL, IN WHICH CASE THE COMPANY MAY BE REQUIRED TO REDEEM THE SECURITIES AT 101% OF THEIR PRINCIPAL AMOUNT. ALSO, THE COMPANY MAY, AT ITS OWN OPTION, REDEEM THE SENIOR NOTES DUE 2018, 2025, 2037, 2040 AND 2043, IN WHOLE OR IN PART, AT ANY TIME AT A REDEMPTION PRICE EQUAL TO THE GREATER OF THE PRINCIPAL AMOUNT OF THESE SENIOR NOTES OR THE PRESENT VALUE OF FUTURE CASH FLOWS, AT THE REDEMPTION DATE, OF PRINCIPAL AND INTEREST AMOUNTS OF THE SENIOR NOTES DISCOUNTED AT A FIXED RATE OF COMPARABLE U.S. OR MEXICAN SOVEREIGN BONDS. THE AGREEMENT OF THESE SENIOR NOTES CONTAINS COVENANTS THAT LIMIT THE ABILITY OF THE COMPANY AND CERTAIN RESTRICTED SUBSIDIARIES ENGAGED IN THE GROUP’S CONTENT SEGMENT, TO INCUR OR ASSUME LIENS, PERFORM SALE AND LEASEBACK TRANSACTIONS, AND CONSUMMATE CERTAIN MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS. THE SENIOR NOTES DUE 2018, 2025, 2032, 2037 AND 2040  ARE REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. THE SENIOR NOTES DUE 2043 ARE REGISTERED WITH BOTH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND THE MEXICAN BANKING AND SECURITIES COMMISSION (“COMISIÓN NACIONAL BANCARIA Y DE VALORES”).

(B)  
INTEREST ON THESE NOTES (“CERTIFICADOS BURSÁTILES”) IS PAYABLE SEMI-ANNUALLY. THE COMPANY MAY, AT ITS OWN OPTION, REDEEM THESE NOTES, IN WHOLE OR IN PART, AT ANY SEMI-ANNUAL INTEREST PAYMENT DATE AT A REDEMPTION PRICE EQUAL TO THE GREATER OF THE PRINCIPAL AMOUNT OF THE OUTSTANDING NOTES AND THE PRESENT VALUE OF FUTURE CASH FLOWS, AT THE REDEMPTION DATE, OF PRINCIPAL AND INTEREST AMOUNTS OF THE NOTES DISCOUNTED AT A FIXED RATE OF COMPARABLE MEXICAN SOVEREIGN BONDS. THE AGREEMENT OF THESE NOTES CONTAINS COVENANTS THAT LIMIT THE ABILITY OF THE COMPANY AND CERTAIN RESTRICTED SUBSIDIARIES DESIGNATED BY THE COMPANY’S BOARD OF DIRECTORS, AND ENGAGED IN THE GROUP’S CONTENT SEGMENT, TO INCUR OR ASSUME LIENS, PERFORM SALE AND LEASEBACK TRANSACTIONS, AND CONSUMMATE CERTAIN MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS.

(C)  
TOTAL DEBT IS PRESENTED NET OF UNAMORTIZED FINANCE COSTS AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, IN THE AGGREGATE AMOUNT OF PS.843,069 AND PS.797,981, RESPECTIVELY.
 
4.        CONTINGENCIES:

THERE ARE SEVERAL LEGAL ACTIONS AND CLAIMS PENDING AGAINST THE GROUP WHICH ARE FILED IN THE ORDINARY COURSE OF BUSINESS. IN THE OPINION OF THE COMPANY’S MANAGEMENT, NONE OF THESE ACTIONS AND CLAIMS IS EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE GROUP’S FINANCIAL STATEMENTS AS A WHOLE; HOWEVER, THE COMPANY´S MANAGEMENT IS UNABLE TO PREDICT THE OUTCOME OF ANY OF THESE LEGAL ACTIONS AND CLAIMS.

5.        EQUITY:

THE EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, IS PRESENTED AS FOLLOWS:
 
   
2013
   
2012
 
NOMINAL
  PS. 2,494,410     PS. 2,494,410  
CUMULATIVE INFLATION ADJUSTMENT (A)
    2,483,716       2,483,716  
TOTAL CAPITAL STOCK
  PS. 4,978,126     PS. 4,978,126  
ADDITIONAL PAID-IN CAPITAL
    15,889,819       15,889,819  
RETAINED EARNINGS
    49,633,366       42,278,249  
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
    2,258,077       1,805,884  
SHARES REPURCHASED
    (12,610,001 )     (13,103,223 )
NET INCOME FOR THE PERIOD
    2,895,197       8,760,637  
 EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY
  PS. 63,044,584     PS. 60,609,492  

(A) ADJUSTMENT TO RECOGNIZE THE EFFECTS OF INFLATION IN CAPITAL STOCK THROUGH DECEMBER 31, 1997, DETERMINED BY APPLYING THE CHANGE IN THE MEXICAN NATIONAL CONSUMER PRICE INDEX BETWEEN THE DATES CAPITAL STOCK WAS CONTRIBUTED AND DECEMBER 31, 1997, THE DATE THROUGH WHICH THE MEXICAN ECONOMY WAS CONSIDERED HYPERINFLATIONARY UNDER THE GUIDELINES OF THE IFRS.

       ON APRIL 27, 2012, THE COMPANY’S STOCKHOLDERS APPROVED (I) THE PAYMENT OF A DIVIDEND  OF PS.0.35 PER CPO AND PS.0.002991452991 PER SHARE OF SERIES “A”, “B”, “D” AND “L”, NOT IN THE FORM OF A CPO, WHICH WAS PAID IN CASH IN MAY 2012 IN THE AGGREGATE AMOUNT OF PS.1,002,692; AND (II) THE CANCELLATION OF 4,563.5 MILLION SHARES OF CAPITAL STOCK IN THE FORM OF 39 MILLION CPOS, WHICH WERE REPURCHASED BY THE COMPANY IN 2009, 2010 AND 2011.

      ON APRIL 2, 2013, THE COMPANY’S STOCKHOLDERS APPROVED THE PAYMENT OF A DIVIDEND  OF PS.0.35 PER CPO AND PS.0.002991452991 PER SHARE OF SERIES “A”, “B”, “D” AND “L”, NOT IN THE FORM OF A CPO, WHICH  WAS PAID IN CASH IN MAY 2013 IN THE AGGREGATE AMOUNT OF PS.1,084,192.
 
  AS OF JUNE 30, 2013, THE NUMBER OF SHARES ISSUED, REPURCHASED AND OUTSTANDING IS PRESENTED AS FOLLOWS:
 
   
ISSUED
 
REPURCHASED AND HELD BY A COMPANY’S TRUST
 
OUTSTANDING
SERIES “A” SHARES
 
123,273,961,425
 
9,051,446,560
 
114,222,514,865
SERIES “B” SHARES
 
58,982,873,976
 
6,040,442,061
 
52,942,431,915
SERIES “D” SHARES
 
90,086,525,865
 
5,859,987,859
 
84,226,538,006
SERIES “L” SHARES
 
90,086,525,865
 
5,859,987,859
 
84,226,538,006
   
362,429,887,131
 
26,811,864,339
 
335,618,022,792
 
 AS OF JUNE 30, 2013, THE COMPANY’S SHARES REPURCHASED BY THE COMPANY AND THE COMPANY’S SHARES HELD BY A SPECIAL TRUST IN CONNECTION WITH THE COMPANY’S STOCK PURCHASE PLAN AND THE LONG-TERM RETENTION PLAN ARE PRESENTED AS A CHARGE TO THE EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY, AS FOLLOWS:

   
SERIES “A”, “B”, “D”, AND “L” SHARES
       
   
IN THE FORM
OF CPOS
   
NOT IN THE
FORM OF CPOS
   
 
TOTAL
   
 
NET COST
 
REPURCHASE PROGRAM (1)
    -       -       -     PS. -  
HELD BY A COMPANY TRUST  (2)
    19,589,102,091       7,222,762,248       26,811,864,339       11,157,350  
ADVANCES FOR ACQUISITION OF SHARES (3)
    -       -       -       1,452,651  
      19,589,102,091       7,222,762,248       26,811,864,339     PS. 12,610,001  

(1)  
DURING THE FIRST HALF, 2013 THE COMPANY DID NOT REPURCHASE ANY SHARES IN THE FORM OF CPOS. IN ACCORDANCE WITH THE MEXICAN SECURITIES LAW, ANY AMOUNT OF SHARES REPURCHASED AND HELD BY THE COMPANY IS RECOGNIZED AS A CHARGE TO EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY, AND ANY CANCELLATION OF SHARES REPURCHASED IS RECOGNIZED AS A REDUCTION OF THE COMPANY’S CAPITAL STOCK ISSUED FOR AN AMOUNT PROPORTIONATE TO THE SHARES CANCELLED.

(2)  
IN JANUARY 2013, THE COMPANY RELEASED 320,443,695 SHARES IN THE FORM OF 2,738,835 CPOS, IN THE AMOUNT OF PS.34,920, IN CONNECTION WITH THE STOCK PURCHASE PLAN. ADDITIONALLY, DURING THE FIRST HALF, 2013, THE LONG-TERM RETENTION PLAN ACQUIRED 1,438,582,509 SHARES OF THE COMPANY, IN THE FORM OF 12,295,577 CPOS, IN THE AMOUNT OF PS.785,376 AND RELEASED 2,459,691,702 SHARES IN THE FORM OF 21,023,006 CPOS, AND 378,529,398  SERIES “A” SHARES, IN THE AGGREGATE AMOUNT OF PS.801,737 IN CONNECTION WITH THE LONG-TERM RETENTION PLAN.

(3)  
IN CONNECTION WITH THE COMPANY’S STOCK PURCHASE PLAN AND THE LONG-TERM RETENTION PLAN.

THE GROUP ACCRUED IN EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY A SHARE-BASED COMPENSATION EXPENSE OF PS.273,708 FOR THE FIRST HALF OF 2013, WHICH AMOUNT WAS REFLECTED IN CONSOLIDATED OPERATING INCOME AS ADMINISTRATIVE EXPENSE.
 
6.        FINANCE (EXPENSE) INCOME:

   FINANCE (EXPENSE) INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012, INCLUDED:
 
   
2013
   
2012
 
INTEREST EXPENSE
  PS. (2,269,851 )   PS. (2,161,930 )
FOREIGN EXCHANGE LOSS, NET
    (182,925 )     -  
OTHER FINANCE EXPENSE, NET (1)
    (89,137 )     (1,062,345 )
   FINANCE EXPENSE
    (2,541,913 )     (3,224,275 )
INTEREST INCOME (2)
    529,948       508,402  
FOREIGN EXCHANGE GAIN, NET
    -       3,994  
   FINANCE INCOME
    529,948       512,396  
   FINANCE EXPENSE, NET
  PS. (2,011,965 )   PS. (2,711,879 )
                 
(1)   OTHER FINANCE EXPENSE, NET, CONSISTED PRIMARILY OF LOSS FROM DERIVATIVE FINANCIAL INSTRUMENTS. IN THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012, THIS LINE ITEM  INCLUDED CHANGES IN FAIR VALUE FROM AN EMBEDDED DERIVATIVE IN A HOST CONTRACT RELATED TO THE GROUP’S INVESTMENT IN CONVERTIBLE DEBENTURES ISSUED BY BMP IN THE AMOUNT OF PS.35,711 AND PS.69,290, RESPECTIVELY. ALSO, IN THE SIX MONTHS ENDED JUNE 30, 2012, IT INCLUDED A NON-CASH CHARGE IN THE AMOUNT OF PS.933,000 RELATED TO THE RECLASSIFICATION OF CUMULATIVE CHANGES IN FAIR VALUE OF EQUITY FINANCIAL INSTRUMENTS AVAILABLE FOR SALE FROM ACCUMULATED OTHER COMPREHENSIVE INCOME, NET IN CONNECTION WITH THE GROUP’S CONVERSION OF CONVERTIBLE DEBENTURES ISSUED BY GSF TELECOM HOLDINGS, S.A.P.I. DE C.V. (“GSF”) THE PARENT COMPANY OF IUSACELL, S.A. DE C.V. (“IUSACELL”),  INTO SHARES OF COMMON STOCK OF GSF.
 
(2)   IN THE SIX MONTHS ENDED JUNE 30, 2013, THIS LINE ITEM INCLUDED INTEREST INCOME FROM THE GROUP’S INVESTMENT IN CONVERTIBLE DEBENTURES ISSUED BY BMP IN THE AMOUNT OF PS.105,909. IN THE SIX MONTHS ENDED JUNE 30, 2012, THIS LINE ITEM INCLUDED INTEREST INCOME FROM THE GROUP’S INVESTMENTS IN CONVERTIBLE DEBENTURES ISSUED BY BMP AND GSF IN THE AGGREGATE AMOUNT OF PS.304,003. THE DEBENTURES ISSUED BY GSF WERE CONVERTED BY THE GROUP INTO SHARES OF CAPITAL STOCK OF GSF IN JUNE 2012.
 
7.        DEFERRED TAXES:
 
THE DEFERRED INCOME TAX LIABILITY AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, WAS DERIVED FROM:

   
2013
   
2012
 
ASSETS:
           
ACCRUED LIABILITIES
  Ps. 520,361     Ps. 538,771  
ALLOWANCE FOR DOUBTFUL ACCOUNTS
    727,504       711,084  
CUSTOMER ADVANCES
    1,051,720       1,156,540  
OTHER ITEMS
    869,905       874,274  
LIABILITIES:
               
INVENTORIES
    (61,063 )     (114,416 )
PROPERTY, PLANT AND EQUIPMENT, NET
    (667,518 )     (722,688 )
PREPAID EXPENSES AND TAX INTANGIBLE ASSET
    (671,433 )     (2,175,850 )
DEFERRED INCOME TAX OF MEXICAN COMPANIES
    1,769,476       267,715  
DEFERRED INCOME TAX OF FOREIGN SUBSIDIARIES
    169,047       169,047  
ASSETS TAX
    726,230       903,484  
FLAT RATE BUSINESS TAX
    (239,515 )     (239,515 )
DEFERRED INCOME TAX ASSET, NET
  Ps. 2,425,238     Ps. 1,100,731  
 
THE EFECTS OF INCOME TAX PAYABLE AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, IN CONNECTION WITH THE 2010 MEXICAN TAX REFORM, ARE AS FOLLOWS:

   
2013
   
2012
 
TAX LOSSES OF SUBSIDIARIES, NET
  Ps. 389,245     Ps. 431,872  
LESS: CURRENT PORTION
    53,158       59,801  
NON-CURRENT PORTION
  Ps. 336,087     Ps. 372,071  


       IN THE PERIOD FROM JANUARY 1 TO JUNE 30, 2013, THE GROUP MADE PAYMENTS TO THE MEXICAN TAX AUTHORITIES FOR INCOME TAXES PRIMARILY IN CONNECTION WITH (I) CURRENT INCOME TAXES COMPUTED ON A TAX CONSOLIDATED BASIS FOR THE FIVE MONTHS ENDED MAY 31, 2013 AND THE YEAR ENDED DECEMBER 31, 2012; (II) IETU (FLAT TAX) FOR THE FIVE MONTHS ENDED MAY 31, 2013 AND THE YEAR ENDED DECEMBER 31, 2012; AND (III) AMOUNTS RESULTING FROM SETTLEMENTS MADE BY THE GROUP AND THE TAX AUTHORITIES FOR INCOME TAXES RELATED TO PRIOR YEARS.

8.          INFORMATION BY SEGMENTS AND SEASONALITY:

 INFORMATION BY SEGMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012 IS PRESENTED AS FOLLOWS:

   
TOTAL REVENUES
   
INTERSEGMENT REVENUES
   
CONSOLIDATED REVENUES
   
SEGMENT PROFIT (LOSS)
   
2013:
                         
CONTENT
  Ps. 14,589,769     Ps. 407,810     Ps. 14,181,959     Ps. 6,445,428    
PUBLISHING
    1,505,157       29,890       1,475,267       119,569    
SKY
    7,827,788       14,229       7,813,559       3,649,491    
CABLE AND TELECOM
    8,164,917       34,984       8,129,933       2,996,446    
OTHER BUSINESSES
    2,122,629       138,825       1,983,804       198,691    
SEGMENT TOTALS
    34,210,260       625,738       33,584,522       13,409,625    
RECONCILIATION TO CONSOLIDATED
AMOUNTS:
                                 
ELIMINATIONS AND CORPORATE EXPENSES
    (625,738 )     (625,738 )     -       (538,829 )  
DEPRECIATION AND AMORTIZATION EXPENSE
    -       -       -       (4,787,806 )  
CONSOLIDATED TOTAL BEFORE OTHER INCOME
    33,584,522       -       33,584,522       8,082,990   (1)
OTHER INCOME, NET
    -       -       -       261,905    
CONSOLIDATED TOTAL
  Ps. 33,584,522     Ps. -     Ps. 33,584,522     Ps. 8,344,895   (2)
                                   
2012:
                                 
CONTENT
  Ps. 14,315,569     Ps. 398,203     Ps. 13,917,366     Ps. 6,376,196    
PUBLISHING
    1,624,368       31,357       1,593,011       188,575    
SKY
    6,932,208       24,230       6,907,978       3,239,984    
CABLE AND TELECOM
    7,642,774       23,927       7,618,847       2,803,377    
OTHER BUSINESSES
    2,230,735       127,515       2,103,220       156,615    
SEGMENT TOTALS
    32,745,654       605,232       32,140,422       12,764,747    
RECONCILIATION TO CONSOLIDATED
AMOUNTS:
                                 
ELIMINATIONS AND CORPORATE EXPENSES
    (605,232 )     (605,232 )     -       (570,466 )  
DEPRECIATION AND AMORTIZATION EXPENSE
    -       -       -       (4,069,368 )  
CONSOLIDATED TOTAL BEFORE OTHER EXPENSE
    32,140,422       -       32,140,422       8,124,913   (1)
OTHER EXPENSE, NET
    -       -       -       (173,061 )  
CONSOLIDATED TOTAL
  Ps. 32,140,422     Ps. -     Ps. 32,140,422     Ps. 7,951,852   (2)

(1)  
CONSOLIDATED TOTALS REPRESENTS INCOME BEFORE OTHER INCOME (EXPENSE).
(2)  
CONSOLIDATED TOTALS REPRESENTS CONSOLIDATED OPERATING INCOME.

THE GROUP’S RESULTS OF OPERATIONS ARE SEASONAL. THE GROUP TYPICALLY RECOGNIZES A LARGE PERCENTAGE OF ITS CONSOLIDATED NET SALES (PRINCIPALLY ADVERTISING) IN THE FOURTH QUARTER IN CONNECTION WITH THE HOLIDAY SHOPPING SEASON. IN 2012 AND 2011,THE GROUP RECOGNIZED 28.6% AND 29.2%, RESPECTIVELY, OF ITS ANNUAL CONSOLIDATED NET SALES IN THE FOURTH QUARTER OF THE YEAR. THE GROUP’S COSTS, IN CONTRAST TO ITS REVENUES, ARE MORE EVENLY INCURRED THROUGHOUT THE YEAR AND GENERALLY DO NOT CORRELATE TO THE AMOUNT OF ADVERTISING SALES.

THE QUARTERLY NET INCOME ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY FOR THE FOUR QUARTERS ENDED JUNE 30, 2013 ARE AS FOLLOWS:

 
QUARTER
 
ACCUMULATED
   
QUARTER
   
3RD / 12
  PS. 5,762,560     PS. 2,860,361    
4TH / 12
    8,760,637       2,998,077    
1ST / 13
    1,069,667       1,069,667    
2ND / 13
    2,895,197       1,825,530    
 
9.         INVESTMENT IN JOINT VENTURE:
 
IN THE FIRST AND SECOND QUARTERS OF 2013, THE GROUP MADE CAPITAL CONTRIBUTIONS IN CONNECTION WITH ITS 50% JOINT INTEREST IN GSF, THE PARENT COMPANY OF IUSACELL, IN THE AMOUNTS OF PS.260,000 AND PS.927,500, RESPECTIVELY.
 
10.       OTHER TRANSACTIONS:
 
IN MARCH 2010, SKY REACHED AN AGREEMENT WITH A SUBSIDIARY OF INTELSAT TO LEASE 24 TRANSPONDERS ON INTELSAT IS-21 SATELLITE, MAINLY FOR SIGNAL RECEPTION AND RETRANSMISSION SERVICES OVER THE SATELLITE’S ESTIMATED 15-YEAR SERVICE LIFE. IS-21 REPLACED INTELSAT IS-9 AS SKY’S PRIMARY TRANSMISSION SATELLITE AND STARTED SERVICE IN THE FOURTH QUARTER OF 2012. THIS LEASE AGREEMENT CONTEMPLATES A MONTHLY PAYMENTS OF U.S.$3.0 MILLION TO BE PAID BY SKY BEGINNING IN THE FOURTH QUARTER OF 2012. IN OCTOBER 2012, THE GROUP RECOGNIZED THIS AGREEMENT AS A FINANCE LEASE OBLIGATION IN THE NET AMOUNT OF U.S.$326.3 MILLION (PS.4,192,955).

IN FEBRUARY 2012, THE GROUP EXCHANGED ITS 40.8% INTEREST IN LA SEXTA, A FREE-TO-AIR TELEVISION CHANNEL IN SPAIN, FOR A 14.5% EQUITY PARTICIPATION IN IMAGINA, A SIGNIFICANT PROVIDER OF CONTENT AND AUDIOVISUAL SERVICES FOR THE MEDIA AND ENTERTAINMENT INDUSTRY IN SPAIN. AS A RESULT OF THIS TRANSACTION, THE GROUP RECOGNIZED A PRE-TAX GAIN OF PS.24,856 IN THE CONSOLIDATED STATEMENT OF  INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND CLASSIFIED ITS INVESTMENT IN IMAGINA AS AN EQUITY FINANCIAL INSTRUMENT, WITH CHANGES IN RELATED FAIR VALUE RECOGNIZED AS OTHER COMPREHENSIVE INCOME OR LOSS.

IN MARCH 2013, THE GROUP RECEIVED U.S.$30 MILLION FROM UNIVISION RELATED TO THE RELEASE OF CERTAIN CARRIAGE RIGHTS WITH DIRECTV HELD BY THE GROUP IN THE UNITED STATES. THE GROUP RECOGNIZED THE PAYMENT MADE BY UNIVISION AS A NON-RECURRENT OTHER INCOME IN THE CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2013.
 
IN THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012, ROYALTY REVENUE FROM UNIVISION AMOUNTED TO PS.1,621,284 AND PS.1,569,093, RESPECTIVELY.
 
- - - - - - - - - - - -
 
 
 

 
 
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
CONSOLIDATED
  Final Printing
COMPANY NAME
MAIN ACTIVITIES
NUMBER OF SHARES
%OWNERSHIP
TOTAL AMOUNT
(Thousands of Mexican Pesos)
ACQUISITION COST
BOOK VALUE
1
ARGOS COMUNICACION, S.A. DE C.V.
PRODUCTION OF T.V. PROGRAMS
34,151,934
33.00
141,932
50,978
2
BROADCASTING MEDIA PARTNERS, INC.
PROMOTION AND/OR DEVELOPMENT OF ENTERTAINMENT COMPANIES
842,850
8.00
2,584,818
2,579,679
3
GSF TELECOM HOLDINGS, S.A.P.I. DE C.V.
PROMOTION AND/OR DEVELOPMENT OF  TELECOM COMPANIES
150,000,000
50.00
19,925,567
18,549,810
4
DIBUJOS ANIMADOS MEXICANOS DIAMEX, S.A. DE C.V.
PRODUCTION AND DISTRIBUTION OF ANIMATED CARTOONS
1,735,560
49.00
4,384
862
5
EDITORIAL CLIO, LIBROS Y VIDEOS, S.A. DE C.V.
PUBLISHING AND PRINTING OF BOOKS AND MAGAZINES
3,227,050
30.00
32,270
5,780
6
ENDEMOL MEXICO, S.A. DE C.V.
PRODUCTION AND COMMERCIALIZATION OF TELEVISION PROGRAMMING
25,000
50.00
25
823
7
GRUPO DE TELECOMUNICACIONES DE ALTA CAPACIDAD, S.A.P.I. DE C.V.
TELECOM
54,666,667
33.33
54,667
714,355
8
OCESA ENTRETENIMIENTO, S.A. DE C.V.
LIVE ENTERTAINMENT IN MEXICO
14,100,000
40.00
1,062,811
837,702
9
OLLIN VFX, S.A. DE C.V.
TELEVISION AND CINEMA PRODUCTION
34
25.30
13,333
13,333
10
T&V S.A.S.
PRODUCTION AND COMMERCIALIZATION OF TELEVISION PROGRAMMING
1,849
50.00
312
312
TOTAL INVESTMENT IN ASSOCIATES
23,820,109
22,753,634
 
 
 

 
 
CREDITS BREAKDOWN
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
         
AMORTIZATION OF CREDITS DENOMINATED IN PESOS
AMORTIZATION OF CREDITS IN FOREIGN CURRENCY
CREDIT TYPE /
FOREIGN
DATE OF
AMORTIZATION
INTEREST
TIME INTERVAL
TIME INTERVAL
 INSTITUTION
INSTITUTION
CONTRACT
DATE
RATE
CURRENT
UNTIL 1
UNTIL 2
UNTIL 3
UNTIL 4
UNTIL 5
CURRENT
UNTIL 1
UNTIL 2
UNTIL 3
UNTIL 4
UNTIL 5
 
(YES/NO)
     
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
BANKS
                               
FOREIGN TRADE
                               
SECURED
                               
COMMERCIAL BANKS
                               
BANCO NACIONAL DE MÉXICO, S.A.
NO
4/20/2006
4/20/2016
8.74
     
2,100,000
               
BANCO SANTANDER , S.A.
NO
4/21/2006
4/21/2016
TIIE+24
     
1,400,000
               
BANCO MERCANTIL DEL NORTE, S.A.
NO
2/24/2011
2/21/2016
TIIE+1.90
133,380
132,730
266,760
674,743
               
BANCO SANTANDER, S.A.
NO
3/30/2011
3/30/2016
8.12
     
1,997,800
               
BBVA BANCOMER, S.A.
NO
3/30/2011
3/30/2016
8.095
     
2,497,250
               
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2021
9.40
         
399,225
           
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2021
9.06
       
320,000
478,450
           
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2018
8.77
         
399,322
           
HSBC MÉXICO, S.A.
NO
3/28/2011
3/30/2018
TIIE+117.5
       
625,000
1,870,602
           
AF BANREGIO, S.A. DE C.V.
NO
10/4/2012
10/2/2017
TIIE+2.50
1,400
1,800
5,700
8,700
9,825
10,975
           
HSBC MÉXICO, S.A.
NO
5/29/2013
5/29/2019
TIIE+1.70
 
7,341
45,500
45,500
45,500
203,339
           
OTHER
                               
TOTAL BANKS
       
134,780
141,871
317,960
8,723,993
1,000,325
3,361,913
0
0
0
0
0
0
STOCK MARKET
                               
LISTED STOCK EXCHANGE
                               
UNSECURED
                               
SENIOR NOTES
YES
5/9/2007
5/11/2037
8.93
         
4,482,659
           
SENIOR NOTES
NO
10/14/2010
10/1/2020
7.38
         
9,948,277
           
SENIOR NOTES
YES
5/14/2013
5/14/2043
7.25
         
6,429,146
           
SENIOR NOTES
YES
5/6/2008
5/15/2018
6.31
                     
6,478,893
SENIOR NOTES
YES
3/18/2005
3/18/2025
6.97
                     
7,364,144
SENIOR NOTES
YES
3/11/2002
3/11/2032
8.94
                     
3,874,024
SENIOR NOTES
YES
11/23/2009
1/15/2040
6.97
                     
7,646,026
SECURED
       
0
0
0
0
0
20,860,082
0
0
0
0
0
25,363,087
PRIVATE PLACEMENTS
                               
UNSECURED
                               
SECURED
                               
TOTAL STOCK MARKET
                               
OTHER CURRENT AND NON-CURRENT LIABILITIES WITH COST
                               
GE CAPITAL CEF MÉXICO, S DE R.L. DE C.V.
NO
11/24/2009
4/1/2013
 
1,228
                     
CSI LEASING MÉXICO, S. DE R.L. DE C.V.
NO
6/1/2009
8/1/2013
 
2,496
                     
CSI LEASING MÉXICO, S. DE R.L. DE C.V.
NO
12/1/2011
12/1/2014
 
51,389
28,185
7,147
1,001
               
ACACIA FUND, S.A. DE C.V.
NO
7/6/2010
2/21/2014
   
150,000
                   
GRUPO DE TELECOMUNICACIONES DE ALTA CAPACIDAD
NO
8/1/2012
8/1/2030
 
163,972
0
78,371
72,865
68,378
242,125
           
INTELSAT GLOBAL  SALES & MARKETING, LTD.
YES
10/1/2012
9/1/2027
             
84,375
87,501
184,852
198,807
213,815
3,376,618
IP MATRIX, S.A. DE C.V.
YES
11/1/2009
11/1/2015
             
7,058
7,236
15,025
4,526
   
GRUPO DE TELECOMUNICACIONES DE ALTA CAPACIDAD
NO
8/1/2012
7/1/2022
             
14,501
 
14,490
14,527
14,604
91,383
TOTAL CURRENT AND NON-CURRENT LIABILITIES WITH COST
       
219,085
178,185
85,518
73,866
68,378
242,125
105,934
94,737
214,367
217,860
228,419
3,468,001
SUPPLIERS
                               
VARIOUS
NO
7/1/2013
6/30/2014
   
5,251,313
                   
VARIOUS
YES
7/1/2013
6/30/2014
               
3,787,374
       
TOTAL SUPPLIERS
       
0
5,251,313
0
0
0
0
0
3,787,374
0
0
0
0
                                 
OTHER CURRENT AND NON-CURRENT LIABILITIES
                               
VARIOUS
NO
       
17,973,215
46,172
19,517
7,283
262,566
           
TRANSMISSION RIGHTS
NO
         
107,776
172,474
109,313
143,457
           
CUSTOMER DEPOSITS AND ADVANCES
NO
         
769,301
                 
2010 MEXICAN TAX REFORM
NO
         
61,603
29,409
23,240
221,835
           
DERIVATIVE FINANCIAL INSTRUMENTS
NO
           
4,823
117,385
185,648
           
VARIOUS
YES
                   
1,299,723
     
99,319
TRANSMISSION RIGHTS
YES
                     
681,558
435,721
254,888
236,900
OTHER CURRENT AND NON-CURRENT LIABILITIES
       
0
17,973,215
984,852
226,223
257,221
813,506
0
1,299,723
681,558
435,721
254,888
336,219
                                 
TOTAL
       
353,865
23,544,584
1,388,330
9,024,082
1,325,924
25,277,626
105,934
5,181,834
895,925
653,581
483,307
29,167,307
 
NOTES:

THE EXCHANGE RATES FOR THE CREDITS DENOMINATED  IN FOREIGN CURRENCY WERE AS FOLLOWS:

 
$
13.0238
 
PESOS PER U.S. DOLLAR
 
DOES NOT INCLUDE TAX LIABILITIES PAYABLE IN FOREIGN CURRENCY AND MEXICAN PESOS (REF. 21050000 TAXES PAYABLE) OF PS.72,972 AND PS.981,014, RESPECTIVELY, FOR EFFECTS OF VALIDATION OF THE SYSTEM.
 
BANK LOANS AND SENIOR NOTES ARE PRESENTED NET OF UNAMORTIZED FINANCE COSTS IN THE AGGREGATE AMOUNT OF PS.843,069.
 
 
 

 
 
MONETARY FOREIGN CURRENCY POSITION
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
FOREIGN CURRENCY POSITION
(THOUSANDS OF PESOS)
DOLLARS
OTHER CURRENCIES
TOTAL
THOUSANDS
OF DOLLARS
THOUSANDS
OF PESOS
THOUSANDS
OF DOLLARS
THOUSANDS
OF PESOS
THOUSANDS
OF PESOS
           
MONETARY ASSETS
2,316,570
30,170,544
131,754
1,715,938
31,886,482
           
   CURRENT
1,011,570
13,174,485
131,754
1,715,938
14,890,423
           
   NON-CURRENT
1,305,000
16,996,059
0
0
16,996,059
           
LIABILITIES POSITION
2,804,856
35,845,371
54,937
715,489
36,560,860
           
   CURRENT
373,731
4,867,398
37,880
493,342
5,360,740
           
   NON-CURRENT
2,431,125
30,977,973
17,057
222,147
31,200,120
           
NET BALANCE
(488,286)
(5,674,827)
76,817
1,000,449
(4,674,378)
 
NOTES:
 
THE EXCHANGE RATES USED FOR TRANSLATION WERE AS FOLLOWS :
 
 
PS.
13.0238
 
PESOS PER U.S. DOLLAR
   
16.9401
 
PESOS PER EURO
   
12.3866
 
PESOS PER CANADIAN DOLLAR
   
2.4831
 
PESOS PER ARGENTINEAN PESO
   
0.6362
 
PESOS PER URUGUAYAN PESO
   
0.0269
 
PESOS PER CHILEAN PESO
   
0.0070
 
PESOS PER COLOMBIAN PESO
   
4.8705
 
PESOS PER PERUVIAN NUEVO SOL
   
14.2286
 
PESOS PER SWISS FRANC
   
2.1051
 
PESOS PER STRONG BOLIVAR
   
5.8639
 
PESOS PER BRAZILIAN REAL
   
19.7840
 
PESOS PER STERLING LIBRA
   
2.1220
 
PESOS PER CHINESE YUAN
 
 
 

 
 
DEBT INSTRUMENTS
CONSOLIDATED
  Final Printing

 
FINANCIAL RESTRICTIONS OF LONG-TERM DEBT SECURITIES

THE AGREEMENTS OF THE U.S.$500 MILLION, U.S.$600 MILLION, U.S.$300 MILLION, PS.4,500 MILLION, U.S.$600 MILLION AND PS.6,500 MILLION SENIOR NOTES ISSUED BY GRUPO TELEVISA, S.A.B. WITH MATURITY IN 2018, 2025, 2032, 2037, 2040 AND 2043, RESPECTIVELY, CONTAIN COVENANTS THAT LIMIT THE ABILITY OF THE COMPANY AND CERTAIN RESTRICTED SUBSIDIARIES TO INCUR OR ASSUME LIENS, PERFORM SALE AND LEASEBACK TRANSACTIONS, AND CONSUMMATE CERTAIN MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS.

THE AGREEMENT OF NOTES ("CERTIFICADOS BURSÁTILES") DUE 2020 IN THE AGGREGATE PRINCIPAL AMOUNT OF PS.10,000 MILLION, CONTAINS COVENANTS THAT LIMIT THE ABILITY OF THE COMPANY AND CERTAIN RESTRICTED SUBSIDIARIES TO INCUR OR ASSUME LIENS, PERFORM SALE AND LEASEBACK TRANSACTIONS, AND CONSUMMATE CERTAIN MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS.

UNDER THE TERMS OF THE AGREEMENTS OF LONG-TERM CREDITS ENTERED INTO BY THE COMPANY WITH FOUR MEXICAN BANKS IN THE AGGREGATE PRINCIPAL AMOUNT OF PS.8,600 MILLION, AND MATURITIES BETWEEN 2016 AND 2021, THE COMPANY IS REQUIRED TO (A) MAINTAIN CERTAIN FINANCIAL COVERAGE RATIOS RELATED TO INDEBTEDNESS AND INTEREST EXPENSE; AND (B) COMPLY WITH A RESTRICTIVE COVENANT ON SPIN-OFFS, MERGERS AND SIMILAR TRANSACTIONS.

UNDER THE TERMS OF THE LONG-TERM LOANS ENTERED INTO BY SKY WITH TWO MEXICAN BANKS IN THE AGGREGATE PRINCIPAL AMOUNT OF PS.3,500 MILLION, WITH A MATURITY IN 2016, AND GUARANTEED BY THE COMPANY, SKY IS REQUIRED TO MAINTAIN (A) CERTAIN FINANCIAL COVERAGE RATIOS RELATED TO INDEBTEDNESS AND INTEREST EXPENSE; AND (B) CERTAIN RESTRICTIVE COVENANTS ON INDEBTEDNESS, LIENS, ASSET SALES, AND CERTAIN MERGERS AND CONSOLIDATIONS.
 
 
COMPLIANCE WITH FINANCIAL RESTRICTIONS
 
AT JUNE 30, 2013, THE GROUP WAS IN COMPLIANCE WITH THE FINANCIAL RESTRICTIONS OF THE CONTRACTS RELATED TO THE LONG-TERM SENIOR NOTES DESCRIBED ABOVE.
 
 
 

 
 
SALES DISTRIBUTION BY PRODUCT
 
TOTAL SALES
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
MAIN PRODUCTS
NET SALES
MARKET
SHARE
(%)
MAIN
VOLUME
AMOUNT
TRADEMARKS
CUSTOMERS
DOMESTIC SALES
INTERSEGMENT ELIMINATIONS
 
(616,728)
     
           
CONTENT:
         
ADVERTISING
 
9,987,303
   
GENOMMA LAB INTERNACIONAL, S.A.B. DE C.V.
         
COMPAÑIA PROCTER & GAMBLE DE MÉXICO, S. DE R.L. DE C.V.
         
MARKETING MODELO, S.A. DE C.V.
         
SABRITAS, S. DE R.L. DE C.V.
         
UNILEVER DE MÉXICO, S. DE R.L. DE C.V.
         
THE COCA-COLA EXPORT CORPORATION SUCURSAL EN MÉXICO
         
BIMBO, S.A. DE C.V.
         
MARCAS NESTLÉ, S.A. DE C.V.
         
KIMBERLY CLARK DE MÉXICO, S.A.B. DE C.V.
         
FRABEL, S.A. DE C.V.
NETWORK SUBSCRIPTION REVENUE
 
1,419,456
   
MEGA CABLE, S.A. DE C.V.
         
TELECABLE DEL ESTADO DE MÉXICO, S.A. DE C.V.
         
CABLEVISIÓN RED, S.A. DE C.V.
LICENSING AND SYNDICATIONS
 
293,471
   
VARIOUS
           
PUBLISHING:
         
MAGAZINE CIRCULATION
14,850
265,247
 
TV Y NOVELAS MAGAZINE,
GENERAL PUBLIC (AUDIENCE)
       
MEN´S HEALTH MAGAZINE,
DEALERS
       
VANIDADES MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
COSMOPOLITAN MAGAZINE
 
       
NATIONAL GEOGRAPHIC MAGAZINE
 
       
AUTOMOVIL PANAMERICANO MAGAZINE
 
       
TU MAGAZINE
 
       
ESPECIAL MARVEL SEMANAL MAGAZINE
 
       
SKY VIEW MAGAZINE
 
       
MUY INTERESANTE MAGAZINE
 
       
MUY INTERESANTE JUNIOR MAGAZINE
 
       
DIBUJIN DIBUJADO NIÑAS MAGAZINE
 
       
COCINA FÁCIL MAGAZINE
 
ADVERTISING
 
289,686
   
FABRICAS DE CALZADO ANDREA, S.A. DE C.V.
         
KIMBERLY CLARK DE MÉXICO, S.A.B. DE C.V.
         
DILTEX, S.A. DE C.V.
         
FRABEL, S.A. DE C.V.
         
INTERNACIONAL DE CERAMICA, S.A.B. DE C.V.
         
COLGATE PALMOLIVE, S.A. DE C.V.
         
FORD MOTOR COMPANY, S.A. DE C.V.
         
DISTRIBUIDORA LIVERPOOL, S.A. DE C.V.
         
COMPAÑIA PROCTER & GAMBLE DE MÉXICO, S. DE R.L. DE C.V.
OTHER INCOME
 
7,091
   
VARIOUS
SKY :
         
DTH BROADCAST SATELLITE
 
7,058,712
 
SKY
SUBSCRIBERS
PAY PER VIEW
 
105,681
     
CHANNEL COMMERCIALIZATION
 
134,885
   
COMPAÑÍA INTERNACIONAL DE RADIO Y TELEVISIÓN, S.A.
         
WALT DISNEY STUDIOS SONY PICTURES RELEASING
         
DE MEXICO, S. DE R.L. DE C.V.
CABLE AND TELECOM:
         
DIGITAL SERVICE
 
3,658,606
 
CABLEVISIÓN, CABLEMÁS Y TVI
SUBSCRIBERS
INTERNET SERVICES
 
1,805,463
     
SERVICE INSTALLATION
 
44,964
     
PAY PER VIEW
 
33,574
     
CHANNEL COMMERCIALIZATION
 
211,743
   
MULTILMEDIOS S.A. DE C.V.
         
IMPRESORA Y EDITORIAL, S.A. DE C.V.
         
EDITORIAL SAN JOSÉ, S.A. DE C.V.
         
PROMOVISIÓN DEL CARIBE, S.A. DE C.V.
TELEPHONY
 
1,088,296
     
TELECOMMUNICATIONS
 
1,111,887
 
BESTEL
SUBSCRIBERS
OTHER
 
61,762
     
OTHER BUSINESSES:
         
DISTRIBUTION, RENTALS, AND SALE
         
OF MOVIE RIGHTS
 
118,431
   
OPERADORA COMERCIAL DE DESARROLLO, S.A. DE C.V.
         
OPERADORA DE CINEMAS, S.A. DE C.V.
         
CINEMARK DE MÉXICO, S.A. C.V.
         
TENEDORA DE CINES, S.A. DE C.V.
         
EN PANTALLA PRODUCCIONES INTERNACIONALES, S.A. DE C.V.
SPECIAL EVENTS AND SHOW PROMOTION
 
520,053
 
CLUB DE FÚTBOL AMÉRICA
GENERAL PUBLIC (AUDIENCE)
       
IMPULSORA DEL DEPORTIVO NECAXA
FEDERACIÓN MEXICANA DE FÚTBOL, A.C.
       
ESTADIO AZTECA
AFICIÓN FUTBOL, S.A. DE C.V.
GAMING
 
968,066
 
PLAY CITY
GENERAL PUBLIC (AUDIENCE)
       
MULTIJUEGOS
 
ADVERTISED TIME SOLD IN RADIO
 
263,787
   
COMPAÑIA PROCTER & GAMBLE DE MÉXICO, S. DE R.L. DE C.V.
         
CERVEZAS CUAUHTEMOC MOCTEZUMA, S.A. DE C.V.
         
OPTIMUM MEDIA DIRECTION DE MÉXICO, S.A. DE C.V.
         
ARENA COMMUNICATIONS, S.A. DE C.V.
         
MEDIA PLANNING GROUP, S.A. DE C.V.
         
IPG MEDIA BRANDS COMMUNICATIONS, S.A. DE C.V.
         
TIENDAS SORIANA, S.A. DE C.V.
PUBLISHING DISTRIBUTION
4,328
74,515
 
HOLA MÉXICO MAGAZINE
VARIOUS
       
EL SOLITARIO MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
ENTREPRENEUR MAGAZINE
DEALERS
       
MONSTER HIGH MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
BRAVO POR TI MAGAZINE
 
       
RECETAS DE LAS MEJORES MARCAS MAGAZINE
 
           
EXPORT SALES
         
CONTENT:
         
ADVERTISING
 
59,336
   
STARCOM WORLDWIDE, S.A. DE C.V.
NETWORK SUBSCRIPTION REVENUE
 
333,228
   
GALAXY ENTERTAINMENT DE VZLA, C.A. DIRECTV
         
DIRECTV ARGENTINA SOCIEDAD ANONIMA
         
INTERESES EN EL ITSMO, S.A.
           
LICENSING AND SYNDICATIONS
 
2,424,574
 
TELEVISA
NETFLIX, INC
       
TELEVISA
CORPORACIÓN VENEZOLANA DE TELEVISIÓN, C.A.
       
TELEVISA
COMPAÑIA PERUANA DE RADIODIFUSIÓN, S.A.
       
TELEVISA
TVSBT CANAL 4 DE SAO PAULO, S.A.
       
TELEVISA
RCN TELEVISION, S.A.
OTHER BUSINESSES:
         
SPECIAL EVENTS AND SHOW PROMOTION
 
58,702
 
CLUB AMÉRICA
 
DISTRIBUTION, RENTALS, AND SALE
         
OF MOVIE RIGHTS
 
26,807
   
NETFLIX, INC
           
INTERSEGMENT ELIMINATIONS
 
(3,428)
     
           
SUBSIDIARIES SALES ABROAD
         
CONTENT:
         
ADVERTISING
 
72,401
   
INITIATIVE MEDIA, INC.
         
HORIZON MEDIA, INC.
         
GROUP M MATRIX
PUBLISHING:
         
MAGAZINE CIRCULATION
24,014
447,523
 
T.V. Y NOVELAS MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
GENTE MAGAZINE
DEALERS
       
PAPARAZZI MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
VANIDADES MAGAZINE
 
       
COSMOPOLITAN MAGAZINE
 
       
TÚ  MAGAZINE
 
       
BILINKEN MAGAZINE
 
       
MUY INTERESANTE MAGAZINE
 
       
CONDORITO MAGAZINE
 
ADVERTISING
 
495,610
   
DIGITAS, INC.
         
ESPACIOS, S.A.
         
TELECOM PERSONAL, S.A.
         
MEDIACOM MIAMI
SKY:
         
DTH BROADCAST SATELLITE
 
528,510
 
SKY
SUBSCRIBERS
CABLE AND TELECOM:
         
TELECOMMUNICATIONS
 
148,622
 
BESTEL
SUBSCRIBERS
OTHER BUSINESS:
         
PUBLISHING DISTRIBUTION:
3,941
64,772
 
SELECCIONES MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
MAGALY TV MAGAZINE
DEALERS
       
VOGUE MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
HOLA MAGAZINE
 
       
CASA Y CAMPO MAGAZINE
 
       
EL FEDERAL MAGAZINE
 
       
HELLO KITTY MAGAZINE
 
       
MAESTROS DE LA ARQUITECTURA MAGAZINE
 
RENTALS OF MOVIES/FILMS
 
27,496
   
LIONS GATES FILMS, INC.
INTERSEGMENT ELIMINATIONS
 
(5,582)
     
           
TOTAL
47,133
33,584,522
     
 
 
 

 
 
ANALYSIS OF PAID CAPITAL STOCK CHARACTERISTIC OF THE SHARES
CONSOLIDATED
  Final Printing
SERIES
NOMINAL VALUE (PS.)
VALID COUPON
NUMBER OF SHARES
CAPITAL STOCK
FIXED PORTION
VARIABLE PORTION
MEXICAN
FREE
SUBSCRIPTION
FIXED
VARIABLE
A
0.00000
0
114,222,514,865
0
114,222,514,865
0
848,428
0
B
0.00000
0
52,942,431,915
0
52,942,431,915
0
405,948
0
D
0.00000
0
84,226,538,006
0
84,226,538,006
0
620,017
0
L
0.00000
0
84,226,538,006
0
0
84,226,538,006
620,017
0
TOTAL
   
335,618,022,792
0
251,391,484,786
84,226,538,006
2,494,410
0
 
TOTAL NUMBER OF SHARES REPRESENTING THE PAID CAPITAL STOCK ON THE DATE OF THE INFORMATION :
335,618,022,792
 
 
NOTES:

THE NUMBER OF OUTSTANDING SHARES PRESENTED IN THE TABLE ABOVE PLUS THE SHARES REPURCHASED REPRESENT THE TOTAL NUMBER OF SHARES ISSUED.  SEE NOTE 5 TO CONSOLIDATED FINANCIAL STATEMENTS.
 

 
FINANCIAL STATEMENT NOTES
CONSOLIDATED
  Final Printing
 
11060060: AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, INCLUDES TRANSMISSION RIGHTS AND PROGRAMMING FOR PS.5,181,365 AND PS.4,462,348, RESPECTIVELY.

12080050: AS OF JUNE 30, 2013 AND DECEMBER 31, 2012, INCLUDES TRANSMISSION RIGHTS AND PROGRAMMING FOR PS.7,738,664 AND PS.6,435,609, RESPECTIVELY.

91000010: AT JUNE 30, 2013 DOESN´T INCLUDE TAX LIABILITIES IN FOREIGN CURRENCY FOR PS.72,972 (SEE ATTACHED BREAKDOWN OF CREDITS).

CUM40180000: THIS INFORMATION IS RELATED TO EARNINGS PER CPO. THE CPOS ARE THE SECURITIES TRADED IN THE MEXICAN STOCK EXCHANGE.

CUM40190000: THIS INFORMATION IS RELATED TO EARNINGS PER DILUTED CPO.

40180000: THIS INFORMATION IS RELATED TO EARNINGS PER CPO. THE CPOS ARE THE SECURITIES TRADED IN THE MEXICAN STOCK EXCHANGE.

40190000: THIS INFORMATION IS RELATED TO EARNINGS PER DILUTED CPO.
 
 

THE REPORT CONTAINS THE NOTES CORRESPONDING TO THE FINANCIAL STATEMENT AMOUNTS, INCLUDING THEIR BREAKDOWN OF MAIN CONCEPTS AND OTHER
CONCEPTS.
 
 
 

 
 
EXHIBIT 1
TO THE ELECTRONIC FORM TITLED “PREPARATION, FILING, DELIVERY AND DISCLOSURE OF QUARTERLY ECONOMIC, ACCOUNTING AND ADMINISTRATIVE INFORMATION BY ISSUERS”

III. QUALITATIVE AND QUANTITATIVE INFORMATION
 
i.             Management’s discussion of the policies concerning the use of financial derivative instruments, and explanation as to whether such policies permit the use of said instruments solely for hedging or also for trading or other purposes. The discussion must include a general description of the objectives sought in the execution of financial derivative transactions; the relevant instruments; the hedging or trading strategies implemented in connection therewith; the relevant trading markets; the eligible counterparties; the policies for the appointment of calculation or valuation agents; the principal terms and conditions of the relevant contracts; the policies as to margins, collateral and lines of credit; the authorization process and levels of authorization required by type of transaction (e.g., full hedging, partial hedging, speculation), stating whether the transactions were previously approved by the committee(s) responsible for the development of corporate and auditing practices; the internal control procedures applicable to the management of the market and liquidity risks associated with the positions; and the existence of an independent third party responsible for the review of such procedures and, as the case may be, the observations raised or deficiencies identified by such third party. If applicable, provide information concerning the composition of the overall risk management committee, its operating rules, and the existence of an overall risk management manual.
 
Management’s discussion of the policies concerning the use of financial derivative instruments, and explanation as to whether such policies permit the use of said instruments solely for hedging or also for trading or other purposes.
 
In accordance with the policies and procedures implemented by the Finance and Risk area and the Vice President and Corporate Controller, along with the Vice President of Internal Audit, the Company has entered into certain financial derivative transactions for hedging purposes in both the Mexican and international markets so as to manage its exposure to the market risks associated with the changes in interest and foreign exchange rates and inflation. In addition, the Company’s Investments Committee has established guidelines for the investment in structured notes or deposits associated with other derivatives, which by their nature may be considered as derivative transactions for trading purposes. It should be noted that in the second quarter of 2013, no such financial derivatives were outstanding. Pursuant to the provisions of International Financial Reporting Standards Board, certain financial derivative transactions originally intended to serve as a hedge and in effect until June 30th, 2013, are not within the scope of hedge accounting as specified in such Standards and, consequently, are recognized in the accounting based on the provisions included in the aforementioned Standards.
 
General description of the objectives sought in the execution of financial derivative transactions; the relevant instruments; the hedging or trading strategies implemented in connection therewith; the relevant trading markets; the eligible counterparties; the policies for the appointment of calculation or valuation agents; the principal terms and conditions of the relevant contracts; the policies as to margins, collateral and lines of credit; the authorization process and levels of authorization required by type of transaction (e.g., full hedging, partial hedging, speculation), stating whether the transactions were previously approved by the committee(s) responsible for the development of corporate and auditing practices; the internal control procedures applicable to the management of the market and liquidity risks associated with the positions; and the existence of an independent third party responsible for the review of such procedures and, as the case may be, the observations raised or deficiencies identified by such third party.
 
The Company’s principal objective when entering into financial derivative transactions is to mitigate the effects of unforeseen changes in interest and foreign exchange rates and inflation, so as to reduce the volatility in its results and cash flows as a result of such changes.
 
The Company monitors its exposure to interest rate risk by: (i) assessing the difference between the interest rates applicable to its debt and temporary investments, and the prevailing market rates for similar instruments; (ii) reviewing its cash flow requirements and financial ratios (interest coverage); (iii) assessing the actual and budgeted-for trends in the principal markets; and (iv) assessing the prevailing industry practices and other similar companies. This approach enables the Company to determine the optimum mix between fixed- and variable-rate interest for its debt.
 
Foreign exchange risk is monitored by assessing the Company’s monetary position in U.S. dollars and its budgeted cash flow requirements for investments anticipated to be denominated in U.S. dollars and the service of its U.S. dollar-denominated debt.
 
Financial derivative transactions are reported from time to time to the Audit and Corporate Practices Committee.
 
The Company has entered into master derivatives agreements with both domestic and foreign financial institutions that are internationally recognized institutions with which the Company, from time to time, has entered into financial transactions involving corporate and investment banking, as well as treasury services. The form agreement used in connection with financial derivatives transactions with foreign financial institutions is the Master Agreement published by the International Swaps and Derivatives Association, Inc. (“ISDA”) and with local institutions is the Master Agreement published by ISDA and the form agreement recommended by Banco de México. In both cases, the main terms and conditions are standard for these types of transactions and include mechanisms for the appointment of calculation or valuation agents.
 
In addition, the Company enters into standard guaranty agreements that set forth the margins, collateral and lines of credit applicable in each instance. These agreements establish the credit limits granted by the financial institutions with whom the Company enters into master financial derivative agreements, which specify the margin implications in the case of potential negative changes in the market value of its open financial derivative positions. Pursuant to the agreements entered into by the Company, financial institutions are entitled to make margin calls if certain thresholds are exceeded. In the event of a change in the credit rating issued to the Company by a recognized credit rating agency, the credit limit granted by each counterparty would be modified.
 
As of the date hereof, the Company has never experienced a margin call with respect to its financial derivative transactions.
 
In compliance with its risk management objectives and hedging strategies, the Company generally utilizes the following financial derivative transactions:
 
1.  Cross-currency interest rate swaps (i.e., coupon swaps);
 
2.  Interest rate and inflation-indexed swaps;
 
3.  Cross-currency principal and interest rate swaps;
 
4.  Swaptions;
 
5.  Forward exchange rate contracts;
 
6.  FX options;
 
7.  Interest Rate Caps and Floors contracts;
 
8.  Fixed-price contracts for the acquisition of government securities (i.e., Treasury locks); and
 
9.  Credit Default Swaps.
 
The strategies for the acquisition of financial derivatives transactions are approved by the Risk Management Committee in accordance with the Policies and Objectives for the Use of Financial Derivatives.
 
During the quarter from April to June 2013, there were no defaults or margin calls under the aforementioned financial derivative transactions.
 
The Company monitors on a weekly basis the flows generated by the fair market value of and the potential for margin calls under its open financial derivative transactions. The calculation or valuation agent designated in the relevant Master Agreement, which is always the counterparty, issues monthly reports as to the fair market value of the Company’s open positions.
 
The Risk Management area is responsible for measuring, at least once a month, the Company’s exposure to the financial market risks associated with its financings and investments, and for submitting a report with respect to the Company’s risk position and the valuation of its financial derivatives to the Finance Committee on a monthly basis, and to the Risk Management Committee on a quarterly basis. The Company monitors the credit rating assigned to its counterparties in its outstanding financial derivative transactions on a regular basis.
 
The office of the Comptroller is responsible for the validation of the Company’s accounting records as related to its financial derivative transactions, based upon the confirmations received from the relevant financial intermediaries, and for obtaining from such intermediaries, on a monthly basis, confirmations or account statements supporting the market valuation of its open financial derivative positions.
 
As a part of the yearly audit on the Company, the aforementioned procedures are reviewed by the Company’s external auditors. As of the date hereof, the Company’s auditors have not raised any observation or identified any deficiency therein.
 
Information concerning the composition of the overall risk management committee, its operating rules, and the existence of an overall risk management manual.
 
The Company has a Risk Management Committee, which is responsible for monitoring the Company’s risk management activities and approving the hedging strategies used to mitigate the financial market risks to which the Company is exposed. The assessment and hedging of the financial market risks are subject to the policies and procedures applicable to the Company’s Risk Management Committee, the Finance and Risk Management areas and the Comptroller that form the Risk Management Manual of the Company. In general terms, the Risk Management Committee is comprised of members of the Corporate Management, Corporate Comptroller, Tax Control and Advice, Information to the Stock Exchange, Finance and Risk, Legal, Administration and Finance, Financial Planning and Corporate Finance areas.
 
ii.            General description of the valuation methods, indicating whether the instruments are valued at cost or at their fair value pursuant to the applicable accounting principles, the relevant reference valuation methods and techniques, and the events taken into consideration. Describe the policies for and frequency of the valuation, as well as the actions taken in light of the values obtained therefrom. Clarify whether the valuation is performed by an independent third party, and indicate if such third party is the structurer, seller or counterparty of the financial instrument. As with respect to financial derivative transactions for hedging purposes, explain the method used to determine the effectiveness thereof and indicate the level of coverage provided thereby.

The Company values its financial derivative instruments based upon the standard models and calculators provided by recognized market makers. In addition, the Company uses the relevant market variables available from online sources. The financial derivative instruments are valued at a reasonable value pursuant to the applicable accounting provisions.
 
In the majority of cases, the valuation at a reasonable value is carried out on a monthly basis based on valuations of the counterparties and the verification of such reasonable value with internal valuations prepared by the Risk Management area of the Company. Accounting wise, the valuation of the counterparty is registered.
 
The Company performs its valuations without the participation of any independent third party.
 
The method used by the Company to determine the effectiveness of an instrument depends on the hedging strategy and on whether the relevant transaction is intended as a fair-value hedge or a cash-flow hedge. The Company’s methods take into consideration the prospective cash flows generated by or the changes in the fair value of the financial derivative, and the cash flows generated by or the changes in the fair value of the underlying position that it seeks to hedge to determine, in each case, the hedging ratio.
 
iii.           Management’s discussion of the internal and external sources of liquidity that could be used to satisfy the Company’s requirements in connection with its financial derivatives.

As of the date hereof, the Company’s management has not discussed internal and external sources of liquidity so as to satisfy its requirements in connection with its financial derivatives since, based upon the aggregate amount of the Company’s financial derivative transactions, management is of the opinion that the Company’s significant positions of cash, cash equivalents and temporary investments, and the substantial cash flows generated by the Company, would enable the Company to respond adequately to any such requirements.
 

iv.           Explanation as to any change in the issuer’s exposure to the principal risks identified thereby and in their management, and any contingency or event known to or anticipated by the issuer’s management, which could affect any future report. Description of any circumstance or event, such as any change in the value of the underlying assets or reference variables, resulting in a financial derivative being used other than as originally intended, or substantially altering its structure, or resulting in the partial or total loss of the hedge, thereby forcing the Issuer to assume new obligations, commitments or changes in its cash flows in a manner that affects its liquidity (e.g., margin calls). Description of the impact of such financial derivative transactions on the issuer’s results or cash flows. Description and number of financial derivatives maturing during the quarter, any closed positions and, if applicable, number and amount of margin calls experienced during the quarter. Disclosure as to any default under the relevant contracts.

Changes in the Company’s exposure to the principal risks identified thereby and in their management, and contingencies or events known to or anticipated by the Company’s management, which could affect any future report.
 
Since a significant portion of the Company’s debt and costs are denominated in U.S. dollars, while its revenues are primarily denominated in Mexican pesos, depreciation in the value of the Mexican peso against the U.S. dollar and any future depreciation could have a negative effect on the Company’s results due to exchange rate losses. However, the significant amount of U.S. dollars in the Company’s treasury, and the hedging strategies adopted by the Company in recent years, have enabled it to avoid significant foreign exchange losses.
 
Circumstances or events, such as changes in the value of the underlying assets or reference variables, resulting in a financial derivative being used other than as originally intended, or substantially altering its structure, or resulting in the partial or total loss of the hedge, thereby forcing the Company to assume new obligations, commitments or changes in its cash flows in a manner that affects its liquidity (e.g., margin calls). Description of the impact of such financial derivative transactions on the Company’s results or cash flows.
 
As of the date hereof, no circumstance or event has given rise to a significant change in the structure of a financial derivative transaction, caused it to be used other than as originally intended, or resulted in a partial or total loss of the relevant hedge requiring that the Company assume new obligations, commitments or variations in its cash flow such that its liquidity is affected.
 
Description and number of financial derivatives maturing during the quarter, any closed positions and, if applicable, number and amount of margin calls experienced during the quarter. Disclosure as to any default under the relevant contracts.

1.     
During the relevant quarter, one “Knock-out Option Call” agreement through which Grupo Televisa, S.A.B. (“Televisa”) hedged against severe Mexican Peso depreciation for a notional amount of U.S.$15,000,000.00 (Fifteen Million Dollars 00/100) by paying a premium, expired. This option was entered in December 2011, and expired with Televisa not exercising it in May 2013.
 
Likewise there were no defaults or margin calls under financial derivative transactions.
 
v.           Quantitative Information. Attached hereto as Table 1 is a summary of the financial derivative instruments purchased by Televisa, Corporación Novavisión, S. de R.L. de C.V. and Televisión Internacional, S.A. de C.V., whose aggregate fair value represents or could represent one of the reference percentages set forth in Section III (v) of the Official Communication.
 
IV. SENSITIVITY ANALYSIS
 
Considering that the Company has entered into financial derivative transactions for hedging purposes, and given the low amount of the financial derivative instruments that proved ineffective as a hedge, the Company has determined that such transactions are not material and, accordingly, the sensitivity analysis referred to in Section IV of the Official Communication is not applicable.
 
In those cases where the derivative instruments of the Company are for hedging purposes, for a material amount and where the effectiveness measures were sufficient, the measures are justified when the standard deviation of the changes in cash flow as a result of changes in the variables of exchange rate and interest rates of the derivative instruments used jointly with the underlying position is lower than the standard deviation of the changes in cash flow of the underlying position valued in pesos and the effective measures are defined by the correlation coefficient between both positions for the effective measures to be sufficient.
 
TABLE 1
 
GRUPO TELEVISA, S.A.B.
Summary of Financial Derivative Instruments as of
June 30, 2013
(In thousands of pesos/dollars)
 
Type of Derivative, Securities or Contract
Purpose (e.g., hedging, trading or other)
Notional Amount/Face Value
Value of the Underlying Asset / Reference Variable
Fair Value
Maturing per Year
Collateral/Lines of Credit/Securities Pledged
Current Quarter
Current Quarter
Current Quarter D(H) (4)
Current Quarter D(H) (5)
Interest Rate Swap (2)
Hedging
Ps. 1,400,000
TIIE 28 days + 24bps / 8.415%
TIIE 28 days + 24bps / 8.415%
(117,385)
(145,816)
Monthly interest
2013-2016
Does not exist (6)
Interest Rate Swap (1)
Hedging
Ps. 2,500,000
TIIE 28 days / 7.4325%
TIIE 28 days / 7.4325%
(185,648)
(253,240)
Monthly interest
2013-2018
Does not exist (6)
FX Options (1)
Hedging
USD 337,500
USD 337,500
USD 352,500
9,941
6,685
2013 - 2015
Does not exist (6)
Interest Rate Swap (3)
Hedging
Ps.1,300,000
TIIE 28 days / 5.032%
TIIE 28 days / 5.032%
(4,823)
(11,479)
Monthly Interest
2013-2016
Does not exist (6)
Forward (3)
Hedging
USD 12,000 /
Ps.148,895
USD 12,000 /
Ps.148,895
USD 8,000 /
Ps.102,451
10,141
(2,762)
 2013
Does not exist (6)
       
Total
(287,774)
(406,612)
   
 
(1)
Acquired by Grupo Televisa, S.A.B.
(2)
Acquired by Corporación Novavisión, S. de R.L. de C.V.
(3)
Acquired by Televisión Internacional, S.A. de C.V.
(4)
The aggregate amount of the derivatives reflected in the consolidated statement of financial position of Grupo Televisa, S.A.B. as of June 30, 2013,  included in the relevant SIFIC, is as follows:

  11060020  
FINANCIAL DERIVATIVE INSTRUMENTS
  $ 11,955    
  12080010  
FINANCIAL DERIVATIVE INSTRUMENTS
    8,127    
  22050010  
FINANCIAL DERIVATIVE INSTRUMENTS
    (307,856 )  
          $ (287,774 )  
 
The financial derivatives shown in the above table are those whose aggregate value could represent 5% of the consolidated assets, liabilities or capital, or 3% of the consolidated sales, of Grupo Televisa, S.A.B., for the most recent quarter.
 
(5)
Information for the first quarter of 2013.
(6)
Applies only to implicit financing in the ISDA ancillary agreements identified as “Credit Support Annex”.
 
 
 

 
 
 
DECLARATION OF THE REGISTRANT´S OFFICERS, RESPONSIBLE FOR THE INFORMATION.

 
WE HEREBY DECLARE THAT, TO THE EXTENT OF OUR FUNCTIONS, WE PREPARED THE INFORMATION RELATED TO THE REGISTRANT CONTAINED IN THIS QUARTERLY REPORT, AND BASED ON OUR KNOWLEDGE, THIS INFORMATION FAIRLY PRESENTS THE REGISTRANT´S CONDITION. WE ALSO DECLARE THAT WE ARE NOT AWARE  OF ANY RELEVANT INFORMATION THAT HAS BEEN OMITTED OR UNTRUE IN THIS QUARTERLY REPORT, OR INFORMATION CONTAINED IN SUCH REPORT THAT MAY BE MISLEADING TO INVESTORS.

 

  /s/ EMILIO AZCÁRRAGA JEAN 
  /s/ SALVI FOLCH VIADERO 
EMILIO AZCÁRRAGA JEAN
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
SALVI FOLCH VIADERO
CHIEF FINANCIAL OFFICER

 


    /s/ JOAQUÍN BALCÁRCEL SANTA CRUZ   
JOAQUÍN BALCÁRCEL SANTA CRUZ
VICE PRESIDENT  -  LEGAL AND
GENERAL COUNSEL
 

 

 MÉXICO, D.F., JULY 9, 2013
 
 
 

 
 
SIGNATURE
 
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.
 
 
GRUPO TELEVISA, S.A.B.
 
(Registrant)
     
     
Dated: July 12, 2013
By:
/s/  Joaquín Balcárcel Santa Cruz
 
Name:
Joaquín Balcárcel Santa Cruz
 
Title:
General Counsel