6-K 1 kr6kfinan_grupo.htm 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 May, 2014
 
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:     01
YEAR:   2014
GRUPO TELEVISA, S.A.B.
 
 
 
STATEMENT OF FINANCIAL POSITION
AS OF MARCH 31, 2014 AND DECEMBER 31, 2013
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
END OF PREVIOUS YEAR
AMOUNT
AMOUNT
    10000000
TOTAL ASSETS
193,690,207
194,108,920
    11000000
CURRENT ASSETS
52,736,436
53,207,745
11010000
CASH AND CASH EQUIVALENTS
18,416,084
16,692,033
11020000
SHORT-TERM INVESTMENTS
3,761,262
3,722,976
11020010
 
FINANCIAL INSTRUMENTS AVAILABLE FOR SALE
0
0
11020020
 
FINANCIAL INSTRUMENTS FOR NEGOTIATION
0
0
11020030
 
FINANCIAL INSTRUMENTS HELD TO MATURITY
3,761,262
3,722,976
11030000
CUSTOMERS (NET)
16,241,155
20,734,137
11030010
 
CUSTOMERS
18,849,909
23,226,673
11030020
 
ALLOWANCE FOR DOUBTFUL ACCOUNTS
-2,608,754
-2,492,536
11040000
OTHER ACCOUNTS RECEIVABLE (NET)
3,492,614
3,759,512
11040010
 
OTHER ACCOUNTS RECEIVABLE
3,744,753
3,995,953
11040020
 
ALLOWANCE FOR DOUBTFUL ACCOUNTS
-252,139
-236,441
11050000
INVENTORIES
1,741,965
1,718,366
11051000
CURRENT BIOLOGICAL ASSETS
0
0
11060000
OTHER CURRENT ASSETS
9,083,356
6,580,721
11060010
 
ADVANCE PAYMENTS
2,200,559
1,469,241
11060020
 
DERIVATIVE FINANCIAL INSTRUMENTS
1,119
3,447
11060030
 
ASSETS AVAILABLE FOR SALE
0
0
11060040
 
DISCONTINUED OPERATIONS
0
0
11060050
 
RIGHTS AND LICENSING
0
0
11060060
 
OTHER
6,881,678
5,108,033
    12000000
NON-CURRENT ASSETS
140,953,771
140,901,175
12010000
ACCOUNTS RECEIVABLE (NET)
0
0
12020000
INVESTMENTS
56,236,776
56,267,166
12020010
 
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
18,064,789
18,250,764
12020020
 
HELD-TO-MATURITY INVESTMENTS
604,698
631,964
12020030
 
OTHER AVAILABLE- FOR- SALE INVESTMENTS
37,542,401
37,359,819
12020040
 
OTHER
24,888
24,619
12030000
PROPERTY, PLANT AND EQUIPMENT (NET)
53,253,659
53,476,475
12030010
 
BUILDINGS
14,841,387
14,843,097
12030020
 
MACHINERY AND INDUSTRIAL EQUIPMENT
75,584,430
74,378,057
12030030
 
OTHER EQUIPMENT
8,069,386
8,073,547
12030040
 
ACCUMULATED DEPRECIATION
-50,846,378
-49,198,237
12030050
 
CONSTRUCTION IN PROGRESS
5,604,834
5,380,011
12040000
INVESTMENT PROPERTIES
0
0
12050000
NON-CURRENT BIOLOGICAL ASSETS
0
0
12060000
INTANGIBLE ASSETS (NET)
11,265,685
11,382,311
12060010
 
GOODWILL
2,621,530
2,621,530
12060020
 
TRADEMARKS
1,749,177
1,749,402
12060030
 
RIGHTS AND LICENSING
1,388,158
1,344,190
12060031
 
CONCESSIONS
3,655,985
3,655,985
12060040
 
OTHER
1,850,835
2,011,204
12070000
DEFERRED TAX ASSETS
10,859,238
10,608,778
12080000
OTHER NON-CURRENT ASSETS
9,338,413
9,166,445
12080001
 
ADVANCE PAYMENTS
0
0
12080010
 
DERIVATIVE FINANCIAL INSTRUMENTS
2,386
4,941
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
9,336,027
9,161,504
    20000000
TOTAL LIABILITIES
113,741,725
115,529,487
    21000000
CURRENT LIABILITIES
38,900,132
40,283,067
21010000
BANK LOANS
329,426
312,715
21020000
STOCK MARKET LOANS
0
0
21030000
OTHER INTEREST BEARING LIABILITIES
328,493
424,698
21040000
SUPPLIERS
11,906,145
10,719,484
21050000
TAXES PAYABLE
1,483,604
1,692,415
21050010
 
INCOME TAXES PAYABLE
794,942
642,385
21050020
 
OTHER TAXES PAYABLE
688,662
1,050,030
21060000
OTHER CURRENT LIABILITIES
24,852,464
27,133,755
21060010
 
INTEREST PAYABLE
949,368
796,229
21060020
 
DERIVATIVE FINANCIAL INSTRUMENTS
0
0
21060030
 
DEFERRED INCOME
19,537,214
21,962,847
21060050
 
EMPLOYEE BENEFITS
793,374
857,903
21060060
 
PROVISIONS
206,707
174,678
21060061
 
LIABILITIES RELATED TO CURRENT AVAILABLE FOR SALE ASSETS
0
0
21060070
 
DISCONTINUED OPERATIONS
0
0
21060080
 
OTHER
3,365,801
3,342,098
    22000000
NON-CURRENT LIABILITIES
74,841,593
75,246,420
22010000
BANK LOANS
13,302,799
13,385,879
22020000
STOCK MARKET LOANS
46,334,047
46,357,221
22030000
OTHER INTEREST BEARING LIABILITIES
4,437,226
4,494,549
22040000
DEFERRED TAX LIABILITIES
0
0
22050000
OTHER NON-CURRENT LIABILITIES
10,767,521
11,008,771
22050010
 
DERIVATIVE FINANCIAL INSTRUMENTS
324,400
335,336
22050020
 
DEFERRED INCOME
866,411
474,011
22050040
 
EMPLOYEE BENEFITS
105,051
79,810
22050050
 
PROVISIONS
59,262
59,614
22050051
 
LIABILITIES RELATED TO NON-CURRENT AVAILABLE FOR SALE ASSETS
0
0
22050060
 
DISCONTINUED OPERATIONS
0
0
22050070
 
OTHER
9,412,397
10,060,000
    30000000
STOCKHOLDERS' EQUITY
79,948,482
78,579,433
30010000
CONTROLLING INTEREST
69,394,269
68,311,434
30030000
SOCIAL CAPITAL
4,978,126
4,978,126
30040000
SHARES REPURCHASED
-12,848,357
-12,848,448
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)
57,911,326
56,897,886
30080010
 
LEGAL RESERVE
2,139,007
2,139,007
30080020
 
OTHER RESERVES
0
0
30080030
 
RETAINED EARNINGS
58,845,619
51,097,340
30080040
 
NET INCOME FOR THE YEAR
853,868
7,748,279
30080050
 
OTHER
-3,927,168
-4,086,740
30090000
OTHER ACCUMULATED COMPREHENSIVE RESULTS (NET OF TAX)
3,463,355
3,394,051
30090010
 
EARNINGS PER PROPERTY REASSESSMENT
0
0
30090020
 
ACTUARIAL EARNINGS (LOSS) FOR LABOR OBLIGATIONS
58,418
58,418
30090030
 
RESULT FOR FOREIGN CURRENCY CONVERSION
25,689
49,629
30090040
 
CHANGES IN THE VALUATION OF AVAILABLE FOR SALE FINANCIAL ASSETS
1,254,668
1,163,122
30090050
 
CHANGES IN THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS
-140,103
-140,944
30090060
 
CHANGES IN FAIR VALUE OF OTHER ASSETS
1,995,579
1,997,966
30090070
 
PARTICIPATION IN OTHER COMPREHENSIVE INCOME OF ASSOCIATES AND JOINT VENTURES
269,104
265,860
30090080
 
OTHER COMPREHENSIVE RESULT
0
0
30020000
NON-CONTROLLING INTEREST
10,554,213
10,267,999
 
 
 

 
 
DATA INFORMATION
AS OF MARCH 31, 2014 AND DECEMBER 31, 2013
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
CONCEPTS
CURRENT YEAR
END OF PREVIOUS YEAR
AMOUNT
AMOUNT
91000010
FOREIGN CURRENCY LIABILITIES SHORT-TERM
6,668,888
6,772,104
91000020
FOREIGN CURRENCY LIABILITIES LONG-TERM
31,891,973
32,170,424
91000030
CAPITAL STOCK NOMINAL
2,494,410
2,494,410
91000040
RESTATEMENT OF CAPITAL STOCK
2,483,716
2,483,716
91000050
PENSIONS AND SENIORITY PREMIUMS
2,031,639
2,009,430
91000060
NUMBER OF EXECUTIVES (*)
72
72
91000070
NUMBER OF EMPLOYEES (*)
33,895
31,975
91000080
NUMBER OF WORKERS (*)
0
0
91000090
NUMBER OF OUTSTANDING SHARES (*)
335,485,227,792
335,501,022,792
91000100
NUMBER OF REPURCHASED SHARES (*)
26,944,659,339
26,928,864,339
91000110
RESTRICTED CASH (1)
0         0
0           
91000120
DEBT OF NON-CONSOLIDATED COMPANIES GUARANTEED
0           
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 THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
40010000
NET INCOME
16,924,050
16,924,050
15,519,509
15,519,509
40010010
 
SERVICES
12,682,466
12,682,466
11,784,200
11,784,200
40010020
 
SALE OF GOODS
531,478
531,478
512,053
512,053
40010030
 
INTEREST
0
0
0
0
40010040
 
ROYALTIES
1,301,565
1,301,565
1,102,625
1,102,625
40010050
 
DIVIDENDS
0
0
0
0
40010060
 
LEASE
2,408,541
2,408,541
2,120,631
2,120,631
40010061
 
CONSTRUCTION
0
0
0
0
40010070
 
OTHER
0
0
0
0
40020000
COST OF SALES
9,737,092
9,737,092
8,988,116
8,988,116
40021000
GROSS PROFIT (LOSS)
7,186,958
7,186,958
6,531,393
6,531,393
40030000
GENERAL EXPENSES
4,041,446
4,041,446
3,475,354
3,475,354
40040000
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES, NET
3,145,512
3,145,512
3,056,039
3,056,039
40050000
OTHER INCOME AND (EXPENSE), NET
-161,846
-161,846
334,220
334,220
40060000
OPERATING INCOME (LOSS)
2,983,666
2,983,666
3,390,259
3,390,259
40070000
FINANCE INCOME
271,439
271,439
349,212
349,212
40070010
 
INTEREST INCOME
271,439
271,439
301,860
301,860
40070020
 
FOREIGN EXCHANGE GAIN, NET
0
0
47,352
47,352
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
1,389,266
1,389,266
1,188,703
1,188,703
40080010
 
INTEREST EXPENSE
1,239,437
1,239,437
1,104,522
1,104,522
40080020
 
FOREIGN EXCHANGE LOSS, NET
108,859
108,859
0
0
40080030
 
DERIVATIVES LOSS, NET
40,970
40,970
84,181
84,181
40080050
 
LOSS FROM CHANGES IN FAIR VALUE OF FINANCIAL INSTRUMENTS
0
0
0
0
40080060
 
OTHER
0
0
0
0
40090000
FINANCE INCOME (EXPENSE) NET
-1,117,827
-1,117,827
-839,491
-839,491
40100000
PARTICIPATION IN THE RESULTS OF ASSOCIATES AND JOINT VENTURES
-198,597
-198,597
-261,539
-261,539
40110000
INCOME (LOSS) BEFORE INCOME TAXES
1,667,242
1,667,242
2,289,229
2,289,229
40120000
INCOME TAXES
483,500
483,500
756,075
756,075
40120010
 
INCOME TAX, CURRENT
772,531
772,531
2,237,710
2,237,710
40120020
 
INCOME TAX, DEFERRED
-289,031
-289,031
-1,481,635
-1,481,635
40130000
INCOME (LOSS) FROM CONTINUING OPERATIONS
1,183,742
1,183,742
1,533,154
1,533,154
40140000
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET
0
0
0
0
40150000
NET INCOME (LOSS)
1,183,742
1,183,742
1,533,154
1,533,154
40160000
NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST
329,874
329,874
463,487
463,487
40170000
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST
853,868
853,868
1,069,667
1,069,667
             
40180000
NET INCOME (LOSS) PER BASIC SHARE
0.30
0.30
0.38
0.38
40190000
NET INCOME (LOSS) PER DILUTED SHARE
0.28
0.28
0.35
0.35
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
OTHER COMPREHENSIVE INCOME (NET OF INCOME TAXES)
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
40200000
NET INCOME (LOSS)
1,183,742
1,183,742
1,533,154
1,533,154
 
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 
-33,462
-33,462
-166,179
-166,179
40240000
CHANGES IN THE VALUATION OF AVAILABLE FOR SALE FINANCIAL ASSETS
91,546
91,546
120,672
120,672
40250000
CHANGES IN THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS
841
841
-25,081
-25,081
40260000
CHANGES IN FAIR VALUE OF OTHER ASSETS 
-2,387
-2,387
-49,915
-49,915
40270000
PARTICIPATION IN OTHER COMPREHENSIVE INCOME OF ASSOCIATES AND JOINT VENTURES
3,244
3,244
24,581
24,581
40280000
OTHER COMPREHENSIVE INCOME
0
0
0
0
40290000
TOTAL OTHER COMPREHENSIVE INCOME
59,782
59,782
-95,922
-95,922
           
40300000
COMPREHENSIVE INCOME (LOSS)
1,243,524
1,243,524
1,437,232
1,437,232
40320000
COMPREHENSIVE (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST
320,352
320,352
466,416
466,416
40310000
COMPREHENSIVE (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST
923,172
923,172
970,816
970,816
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
DATA INFORMATION
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
92000010
OPERATING DEPRECIATION AND AMORTIZATION
2,626,678
2,626,678,278
2,358,865
2,358,865
92000020
EMPLOYEES' PROFIT SHARING, CURRENT
10,299
10,299
3,831
3,831
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
DATA INFORMATION (TWELVE MONTHS)
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
  Final Printing
REF
ACCOUNT / SUBACCOUNT
YEAR
CURRENT
PREVIOUS
92000030
NET INCOME (**)
75,195,252
69,653,271
92000040
OPERATING INCOME (LOSS) (**)
18,331,742
18,245,818
92000050
CONTROLLING INTEREST NET INCOME (LOSS) (**)
7,532,480
8,324,382
92000060
NET INCOME (LOSS) (**)
9,884,715
9,647,574
92000070
OPERATING DEPRECIATION AND AMORTIZATION (**)
10,114,179
8,802,859
 
(**) INFORMATION FOR THE LAST TWELVE MONTHS
 
 
 

 
 
STATEMENTS OF CASH FLOWS (INDIRECT METHOD)
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(THOUSANDS OF MEXICAN PESOS)
 
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
AMOUNT
AMOUNT
OPERATING ACTIVITIES
50010000
INCOME (LOSS) BEFORE INCOME TAXES
1,667,242
2,289,229
50020000
 + (-) ITEMS NOT REQUIRING CASH
271,965
194,907
50020010
 
 + ESTIMATES FOR THE PERIOD
237,993
161,843
50020020
 
 + PROVISIONS FOR THE PERIOD
0
0
50020030
 
 + (-) OTHER UNREALIZED ITEMS
33,972
33,064
50030000
 + (-) ITEMS RELATED TO INVESTING ACTIVITIES
2,878,537
3,460,201
50030010
 
 + DEPRECIATION AND AMORTIZATION FOR THE PERIOD
2,626,678
2,358,865
50030020
 
 (-) + GAIN OR LOSS ON SALE OF PROPERTY, PLANT AND EQUIPMENT
68,576
31,346
50030030
 
 + (-) LOSS (REVERSION) IMPAIRMENT
0
0
50030040
 
 (-) + EQUITY IN RESULTS OF AFFILIATES AND JOINT VENTURES
198,597
261,539
50030050
 
 (-) DIVIDENDS RECEIVED
0
0
50030060
 
 (-) INTEREST INCOME
(98,885)
(9,566)
50030070
 
 (-) FOREIGN EXCHANGE FLUCTUATION
31,322
782,379
50030080
 
 (-) + OTHER ITEMS
52,249
35,638
50040000
 + (-) ITEMS RELATED TO FINANCING ACTIVITIES
1,392,923
185,972
50040010
 
 (+) ACCRUED INTEREST
1,239,437
1,104,522
50040020
 
 (+) FOREIGN EXCHANGE FLUCTUATION
(47,147)
(1,124,923)
50040030
 
 (+) FINANCIAL OPERATIONS OF DERIVATIVES
40,970
84,181
50040040
 
 + (-) OTHER ITEMS
159,663
122,192
50050000
CASH FLOW BEFORE INCOME TAX
6,210,667
6,130,309
50060000
CASH FLOWS PROVIDED OR USED IN OPERATION
(606,358)
(2,585,146)
50060010
 
 + (-) DECREASE (INCREASE) IN CUSTOMERS
4,224,818
4,065,567
50060020
 
 + (-) DECREASE (INCREASE) IN INVENTORIES
(1,718,333)
(1,986,622)
50060030
 
 + (-) DECREASE (INCREASE) IN OTHER ACCOUNTS RECEIVABLES AND OTHER ASSETS
(1,081,181)
(1,566,695)
50060040
 
 + (-) INCREASE (DECREASE) IN SUPPLIERS
1,219,883
380,740
50060050
 
 + (-) INCREASE (DECREASE) IN OTHER LIABILITIES
(2,455,546)
(1,385,320)
50060060
 
 + (-) INCOME TAXES PAID OR RETURNED
(795,999)
(2,092,816)
50070000
NET CASH FLOWS FROM OPERATING ACTIVITIES
5,604,309
3,545,163   
INVESTING ACTIVITIES
50080000
NET CASH FLOWS FROM INVESTING ACTIVITIES
(2,546,091)
(2,895,838)
50080010
 
 (-) PERMANENT INVESTMENTS IN SHARES
(4,688)
(333,013)
50080020
 
 + DISPOSITION OF PERMANENT INVESTMENT IN SHARES
0
0
50080030
 
 (-) INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT
(2,524,646)
(2,247,328)
50080040
 
 + SALE OF PROPERTY, PLANT AND EQUIPMENT
11,733
41,496
50080050
 
 (-) TEMPORARY INVESTMENTS
(304,178)
(435,482)
50080060
 
 + DISPOSITION OF TEMPORARY INVESTMENTS
293,157
143,248
50080070
 
 (-) INVESTMENT IN INTANGIBLE ASSETS
(11,781)
(138,188)
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
(5,688)
73,429
FINANCING ACTIVITIES
50090000
NET CASH FLOWS FROM FINANCING ACTIVITIES
(1,321,869)
(1,179,599)
50090010
 
 + BANK FINANCING
0
0
50090020
 
 + STOCK MARKET FINANCING
0
0
50090030
 
 + OTHER FINANCING
0
0
50090040
 
 (-) BANK FINANCING AMORTIZATION
(67,590)
(22,830)
50090050
 
 (-) STOCK MARKET FINANCING AMORTIZATION
0
0
50090060
 
 (-) OTHER FINANCING AMORTIZATION
(147,240)
(47,661)
50090070
 
 + (-) INCREASE (DECREASE) IN CAPITAL STOCK
0
0
50090080
 
 (-) DIVIDENDS PAID
0
0
50090090
 
 + PREMIUM ON ISSUANCE OF SHARES
0
0
50090100
 
 + CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES
0
0
50090110
 
 (-) INTEREST EXPENSE
(1,069,251)
(1,055,898)
50090120
 
 (-) REPURCHASE OF SHARES
0
0
50090130
 
 +  (-) OTHER ITEMS
(37,788)
(53,210)
         
50100000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
1,736,349
(530,274)
50110000
CHANGES IN THE VALUE OF CASH AND CASH EQUIVALENTS
(12,298)
(26,169)
50120000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
16,692,033
19,063,325
50130000
CASH AND CASH EQUIVALENTS AT END OF PERIOD
18,416,084
18,506,882
 
 
 

 
 
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, 2013
4,978,126
-13,103,223
15,889,819
0
0
2,139,007
48,934,392
1,805,884
60,644,005
7,890,598
68,534,603
                       
RETROSPECTIVE ADJUSTMENT
0
0
0
0
0
0
-101,815
0
-101,815
-1,087
-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
0
0
0
-18,854
-18,854
                       
(DECREASE) INCREASE OF CAPITAL
0
0
0
0
0
0
0
0
0
0
0
                       
REPURCHASE OF SHARES
0
-18,344
0
0
0
0
0
0
-18,344
0
-18,344
                       
(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
91,796
0
0
0
0
48,741
0
140,537
50
140,587
                       
COMPREHENSIVE INCOME
0
0
0
0
0
0
1,069,667
-98,851
970,816
466,416
1,437,232
                       
BALANCE AT MARCH 31, 2013
4,978,126
-13,029,771
15,889,819
0
0
2,139,007
49,950,985
1,707,033
61,635,199
8,337,123
69,972,322
BALANCE AT JANUARY 1, 2014
4,978,126
-12,848,448
15,889,819
0
0
2,139,007
54,758,879
3,394,051
68,311,434
10,267,999
78,579,433
                       
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
0
0
0
-25,724
-25,724
                       
(DECREASE) INCREASE OF CAPITAL
0
0
0
0
0
0
0
0
0
0
0
                       
REPURCHASE OF SHARES
0
-296
0
0
0
0
0
0
-296
0
-296
                       
(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
387
0
0
0
0
159,572
0
159,959
-8,414
151,545
                       
COMPREHENSIVE INCOME
0
0
0
0
0
0
853,868
69,304
923,172
320,352
1,243,524
                       
BALANCE AT MARCH 31, 2014
4,978,126
-12,848,357
15,889,819
0
0
2,139,007
55,772,319
3,463,355
69,394,269
10,554,213
79,948,482
 
 
 

 
 
 
 
MEXICAN STOCK EXCHANGE
STOCK EXCHANGE CODE: TLEVISA QUARTER: 01 YEAR: 2014
GRUPO TELEVISA, S.A.B.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONSOLIDATED
Final Printing
MEXICO CITY, D.F., APRIL 28, 2014—GRUPO TELEVISA, S.A.B. (NYSE:TV; BMV: TLEVISA CPO; “TELEVISA” OR “THE COMPANY”), TODAY ANNOUNCED RESULTS FOR FIRST-QUARTER 2014. THE RESULTS HAVE BEEN PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”).

THE FOLLOWING INFORMATION SETS FORTH CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTERS ENDED MARCH 31, 2014 AND 2013 IN MILLIONS OF MEXICAN PESOS, AS WELL AS THE PERCENTAGE THAT EACH LINE REPRESENTS OF NET SALES AND THE PERCENTAGE CHANGE WHEN COMPARING 2014 WITH 2013:

NET SALES

NET SALES INCREASED 9.0% TO PS.16,924.0 MILLION IN FIRST-QUARTER 2014 COMPARED WITH PS.15,519.5 MILLION IN FIRST-QUARTER 2013. THIS INCREASE WAS MAINLY ATTRIBUTABLE TO REVENUE GROWTH IN TELECOMMUNICATIONS, SKY, AND CONTENT SEGMENTS. OPERATING SEGMENT INCOME INCREASED 7.1%, REACHING PS.6,079.7 MILLION WITH A MARGIN OF 35.3% IN FIRST-QUARTER 2014 COMPARED WITH PS.5,675.9 MILLION WITH A MARGIN OF 35.9% IN FIRST-QUARTER 2013.

NET INCOME ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY

NET INCOME ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY DECREASED TO PS.853.9 MILLION IN FIRST QUARTER 2014 COMPARED TO PS.1,069.7 MILLION IN FIRST QUARTER 2013. THE NET DECREASE OF PS.215.8 MILLION PRIMARILY REFLECTED (I) A PS.496.1 MILLION INCREASE IN OTHER EXPENSE, NET, AS A RESULT OF THE ABSENCE OF OTHER INCOME FROM UNIVISION IN THE AMOUNT OF US$30 MILLION (PS.370.2 MILLION) IN FIRST QUARTER 2013 RELATED TO THE RELEASE OF CERTAIN CARRIAGE RIGHTS WITH DIRECTV HELD BY US IN THE UNITED STATES; AND (II) A PS.278.3 MILLION INCREASE IN FINANCE EXPENSE, NET. THESE UNFAVORABLE VARIANCES WERE PARTIALLY OFFSET BY (I) A PS.272.6 MILLION DECREASE IN INCOME TAXES; (II) A PS.133.6 DECREASE IN NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS; (III) A PS.89.5 MILLION INCREASE IN OPERATING INCOME BEFORE OTHER (EXPENSE) INCOME, NET; AND (IV) A PS.62.9 MILLION DECREASE IN SHARE OF LOSS OF JOINT VENTURES AND ASSOCIATES, NET.

FIRST-QUARTER RESULTS BY BUSINESS SEGMENT

IN ORDER TO SIMPLIFY OUR REPORTING, STARTING THIS QUARTER, WE WILL BE INCLUDING OUR PUBLISHING BUSINESS AS PART OF OUR OTHER BUSINESSES SEGMENT.

THE FOLLOWING INFORMATION PRESENTS FIRST-QUARTER CONSOLIDATED RESULTS ENDED MARCH 31, 2014 AND 2013, FOR EACH OF OUR BUSINESS SEGMENTS. CONSOLIDATED RESULTS FOR 2014 AND 2013 ARE PRESENTED IN MILLIONS OF MEXICAN PESOS:

CONTENT

FIRST-QUARTER SALES INCREASED 4.6% TO PS.6,641.8 MILLION COMPARED WITH PS.6,348.1 MILLION IN FIRST-QUARTER 2013.

ADVERTISING

ADVERTISING REVENUE INCREASED BY 8.2% TO PS.4,552.6 MILLION COMPARED WITH PS.4,207.7 MILLION IN FIRST-QUARTER 2013. IN SPITE OF A CHALLENGING ECONOMIC ENVIRONMENT, THESE RESULTS REFLECT STRONGER ADVERTISING REVENUES IN OUR BROADCASTING CHANNELS AND PAY-TV NETWORKS. ON OUR FREE-TO-AIR CHANNELS THE HEALTH AND PERSONAL CARE CATEGORIES PERFORMED PARTICULARLY WELL. ADVERTISING IN PAY-TV NETWORKS INCREASED 41.1% AND REPRESENTED 5.8% OF OUR ADVERTISING REVENUES.

NETWORK SUBSCRIPTION REVENUE

FIRST-QUARTER NETWORK SUBSCRIPTION REVENUE DECREASED BY 21.0% TO PS.688.1 MILLION COMPARED WITH PS.870.9 MILLION IN FIRST-QUARTER 2013. THESE RESULTS REFLECT FORGONE REVENUE AS A RESULT OF THE IMPLEMENTATION OF THE MUST-OFFER RULING THAT CAME INTO EFFECT WITH THE CONSTITUTIONAL REFORM IN MATTERS OF TELECOMMUNICATIONS. AMONG OTHER MEASURES, THIS REFORM REQUIRES US TO ALLOW THE RETRANSMISSION FREE OF CHARGE AND ON A NON-DISCRIMINATORY BASIS OF FREE-TO-AIR TELEVISION SIGNALS TO PAY-TV LICENSEES THAT OPERATE IN THE SAME AREA OF GEOGRAPHIC COVERAGE, SUBJECT TO CERTAIN CONDITIONS BEING MET.

LICENSING AND SYNDICATION

FIRST-QUARTER LICENSING AND SYNDICATION REVENUE INCREASED BY 10.4% TO PS.1,401.1 MILLION COMPARED WITH PS.1,269.5 MILLION IN FIRST-QUARTER 2013. THE INCREASE IS EXPLAINED MAINLY BY AN INCREASE OF 13.1% IN ROYALTIES FROM UNIVISION TO US$64.8 MILLION IN FIRST-QUARTER 2014 FROM US$57.3 MILLION IN FIRST-QUARTER 2013. THE OTHER REVENUE COMPONENTS OF LICENSING AND SYNDICATION, ROYALTIES FROM NETFLIX AND EXPORTS TO THE REST OF THE WORLD, REMAINED RELATIVELY STABLE.

FIRST-QUARTER OPERATING SEGMENT INCOME INCREASED 0.9% TO PS.2,400.1 MILLION COMPARED WITH PS.2,378.6 MILLION IN FIRST-QUARTER 2013. THE MARGIN WAS 36.1%. THE DROP IN THE MARGIN OF 140 BASIS POINTS FROM SAME QUARTER LAST YEAR IS MORE THAN EXPLAINED BY THE IMPLEMENTATION OF THE MUST-OFFER RULING. EXCLUDING THE EFFECT OF THE RULING, MARGINS WOULD HAVE EXPANDED BY APPROXIMATELY 200 BASIS POINTS.

SKY

FIRST-QUARTER SALES INCREASED BY 9.7% TO PS.4,199.2 MILLION COMPARED WITH PS.3,826.8 MILLION IN FIRST-QUARTER 2013. THE INCREASE WAS DRIVEN BY THE GROWTH IN THE SUBSCRIBER BASE IN MEXICO, WHICH IS EXPLAINED BY THE SUCCESS OF SKY’S LOW-COST OFFERINGS. THE NUMBER OF NET ACTIVE SUBSCRIBERS INCREASED BY 138,815 DURING THE QUARTER TO 6,154,290 AS OF MARCH 31, 2014, COMPARED WITH 5,413,012 AS OF MARCH 31, 2013. SKY ENDED THE QUARTER WITH 202,291 SUBSCRIBERS IN CENTRAL AMERICA AND THE DOMINICAN REPUBLIC.

FIRST-QUARTER OPERATING SEGMENT INCOME INCREASED 10.1% TO PS.1,947.7 MILLION COMPARED WITH PS.1,768.5 MILLION IN FIRST-QUARTER 2013, AND THE MARGIN WAS 46.4%, PRACTICALLY FLAT FROM SAME QUARTER LAST YEAR. SKY BENEFITED FROM LOWER PROGRAMMING COSTS RESULTING FROM THE MUST-OFFER RULING, WHICH WERE ALMOST ENTIRELY COMPENSATED BY HIGHER PROGRAMMING EXPENSES RELATED MAINLY TO THE TRANSMISSION OF CERTAIN MATCHES OF THE 2014 WORLD CUP.

TELECOMMUNICATIONS

FIRST-QUARTER SALES INCREASED 15.7% TO PS.4,600.6 MILLION COMPARED WITH PS.3,976.5 MILLION IN FIRST-QUARTER 2013. OUR THREE CABLE COMPANIES CONTINUE TO BENEFIT FROM THE FAST ADOPTION OF VOICE AND DATA SERVICES. AS OF THE END OF FIRST QUARTER 2014, VOICE TO VIDEO PENETRATION REACHED 37% AND DATA TO VIDEO PENETRATION REACHED 69%. VOICE AND DATA REVENUE GENERATING UNITS, OR THE "RGUS", GREW 20.1% AND 26.4% COMPARED WITH FIRST-QUARTER 2013, RESPECTIVELY, AND VIDEO RGUS GREW 6.5%. BESTEL REVENUES INCREASED 14.0% COMPARED WITH FIRST-QUARTER 2013 MAINLY AS A RESULT OF HIGHER MANAGED SERVICES SALES.

THE FOLLOWING INFORMATION SETS FORTH THE BREAKDOWN OF SUBSCRIBERS FOR EACH OF OUR THREE CABLE SUBSIDIARIES AS OF MARCH 31, 2014:

THE SUBSCRIBER BASE OF CABLEVISIÓN OF VIDEO, BROADBAND AND VOICE AS OF MARCH 31, 2014 AMOUNTED TO 863,641, 684,965 AND 419,272 SUBSCRIBERS, RESPECTIVELY.

THE SUBSCRIBER BASE OF CABLEMÁS OF VIDEO, BROADBAND AND VOICE AS OF MARCH 31, 2014 AMOUNTED TO 1,195,801, 743,753 AND 362,891 SUBSCRIBERS, RESPECTIVELY.

THE SUBSCRIBER BASE OF TVI OF VIDEO, BROADBAND AND VOICE AS OF MARCH 31, 2014 AMOUNTED TO 459,288, 321,680 AND 160,716 SUBSCRIBERS, RESPECTIVELY.

THE RGUS OF CABLEVISIÓN, CABLEMÁS AND TVI AS OF MARCH 31, 2014 AMOUNTED TO 1,967,878, 2,302,445 AND 941,684, RESPECTIVELY.

FIRST-QUARTER OPERATING SEGMENT INCOME INCREASED 14.8% TO PS.1,627.2 MILLION COMPARED WITH PS.1,417.9 MILLION IN FIRST-QUARTER 2013, AND THE MARGIN WAS 35.4%, PRACTICALLY FLAT WITH SAME QUARTER LAST YEAR. OUR TELECOMMUNICATIONS BUSINESS BENEFITED FROM LOWER PROGRAMMING COSTS AS A RESULT OF THE MUST-OFFER RULING, WHICH WERE PARTIALLY COMPENSATED BY HIGHER PERSONNEL COSTS AND SELLING EXPENSES. THESE ARE A RESULT OF THE EFFORTS WE INITIATED IN THE THIRD QUARTER 2013 TO EXPAND OUR SALES INFRASTRUCTURE.

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

THE REVENUES FOR THE QUARTER OF CABLEVISIÓN, CABLEMÁS, TVI AND BESTEL AMOUNTED TO PS.1,557.4 MILLION, PS.1,650.7 MILLION, PS.736.5 MILLION AND PS.765.8 MILLION, RESPECTIVELY.

THE OPERATING SEGMENT INCOME FOR THE QUARTER OF CABLEVISIÓN, CABLEMÁS, TVI AND BESTEL AMOUNTED TO PS.644.5 MILLION, PS.562.7 MILLION, PS.328.8 MILLION AND PS.195.9 MILLION, RESPECTIVELY.

THESE RESULTS DO NOT INCLUDE CONSOLIDATION ADJUSTMENTS IN REVENUES OF PS.109.8 MILLION IN THE FIRST-QUARTER 2014, OR PS.104.7 MILLION IN OPERATING SEGMENT INCOME IN THE FIRST-QUARTER 2014, WHICH ARE INCLUDED IN THE CONSOLIDATED RESULTS OF TELECOMMUNICATIONS.

OTHER BUSINESSES

FIRST-QUARTER SALES INCREASED 7.6% TO PS.1,787.5 MILLION COMPARED WITH PS.1,661.6 MILLION IN FIRST-QUARTER 2013. BUSINESSES THAT PERFORMED WELL INCLUDE FEATURE-FILM DISTRIBUTION, GAMING, RADIO, AND SOCCER. THE SOCCER BUSINESS BENEFITED FROM PLAYER-RELATED TRANSACTIONS AND HIGHER TICKET SALES, WHILE THE RADIO BUSINESS SAW AN INCREASE IN ADVERTISING REVENUES. FINALLY, THE FEATURE-FILM DISTRIBUTION BUSINESS DISTRIBUTED HITS SUCH AS “CÁSESE QUIEN PUEDA” AND “THE HUNGER GAMES: CATCHING FIRE”. THIS EFFECT WAS PARTIALLY COMPENSATED BY LOWER REVENUES IN OUR PUBLISHING AND PUBLISHING DISTRIBUTION BUSINESSES.

FIRST-QUARTER OPERATING SEGMENT INCOME DECREASED 5.6% TO PS.104.7 MILLION COMPARED WITH PS.110.9 MILLION IN FIRST-QUARTER 2013, MAINLY REFLECTING HIGHER COSTS IN THE SOCCER, RADIO, FEATURE-FILM DISTRIBUTION, AND GAMING BUSINESS. THIS EFFECT WAS PARTIALLY COMPENSATED BY LOWER COSTS AND EXPENSES IN OUR PUBLISHING BUSINESS.

INTERSEGMENT OPERATIONS

INTERSEGMENT OPERATIONS FOR THE FIRST-QUARTER 2014 AND 2013 AMOUNTED TO PS.305.1 MILLION AND PS.293.5 MILLION, RESPECTIVELY.

CORPORATE EXPENSES

SHARE-BASED COMPENSATION EXPENSE IN FIRST QUARTER 2014 AND 2013 AMOUNTED TO PS.171.6 MILLION AND PS.123.2 MILLION, RESPECTIVELY, AND WAS ACCOUNTED FOR AS CORPORATE EXPENSE. 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 OR INCOME, NET

OTHER EXPENSE, NET, INCREASED BY PS.496.1 MILLION TO PS.161.8 MILLION FOR THE FIRST QUARTER 2014, COMPARED WITH OTHER INCOME, NET, OF PS.334.3 MILLION FOR THE FIRST QUARTER 2013. THIS INCREASE PRIMARILY REFLECTED THE ABSENCE OF OTHER INCOME FROM UNIVISION IN THE AMOUNT OF US$30 MILLION (PS.370.2 MILLION) IN THE FIRST QUARTER 2013 RELATED TO THE RELEASE OF CERTAIN CARRIAGE RIGHTS WITH DIRECTV HELD BY US IN THE UNITED STATES. TO A LESSER EXTENT, IT ALSO REFLECTED A HIGHER LOSS ON DISPOSITION OF PROPERTY AND EQUIPMENT AND AN INCREASE IN EXPENSES RELATED TO FINANCIAL ADVISORY AND PROFESSIONAL SERVICES.

NON-OPERATING RESULTS

FINANCE EXPENSE, NET

THE FOLLOWING INFORMATION SETS FORTH THE FINANCE EXPENSE (INCOME), NET, STATED IN MILLIONS OF MEXICAN PESOS FOR THE QUARTERS ENDED MARCH 31, 2014 AND 2013:

FINANCE EXPENSE, NET, INCREASED BY PS.278.3 MILLION, OR 33.2%, TO PS.1,117.8 MILLION FOR THE FIRST QUARTER 2014 FROM PS.839.5 MILLION FOR THE FIRST QUARTER 2013. THIS INCREASE PRIMARILY REFLECTED (I) A PS.156.1 MILLION INCREASE IN FOREIGN EXCHANGE LOSS TO PS.108.8 MILLION IN FIRST-QUARTER 2014 COMPARED WITH PS.47.3 MILLION OF FOREIGN EXCHANGE GAIN IN THE FIRST-QUARTER 2013, RESULTING PRIMARILY FROM AN UNFAVORABLE EFFECT OF AN AVERAGE 1.3% DEPRECIATION OF THE MEXICAN PESO AGAINST THE US DOLLAR IN THE FIRST QUARTER 2014 COMPARED WITH AN AVERAGE 1.6% APPRECIATION IN THE FIRST QUARTER 2013; (II) A PS.134.9 MILLION INCREASE IN INTEREST EXPENSE TO PS.1,239.4 MILLION IN THE FIRST-QUARTER 2014 COMPARED WITH PS.1,104.5 MILLION IN THE FIRST-QUARTER 2013, DUE PRIMARILY TO A HIGHER AVERAGE PRINCIPAL AMOUNT OF DEBT AND FINANCE LEASE OBLIGATIONS IN THE FIRST QUARTER 2014; AND (III) A PS.30.5 MILLION DECREASE IN INTEREST INCOME TO PS.271.4 MILLION IN THE FIRST-QUARTER 2014 COMPARED WITH PS.301.9 MILLION IN THE FIRST-QUARTER 2013, PRIMARILY EXPLAINED BY A LOWER AVERAGE OF CASH, CASH EQUIVALENTS AND TEMPORARY INVESTMENTS IN THE FIRST QUARTER 2014. THESE UNFAVORABLE EFFECTS WERE PARTIALLY OFFSET BY A PS.43.2 MILLION DECREASE IN OTHER FINANCE EXPENSE, NET, TO PS.41.0 MILLION IN THE FIRST-QUARTER 2014 COMPARED WITH PS.84.2 MILLION IN THE FIRST-QUARTER 2013 RESULTING PRIMARILY FROM LOWER LOSSES IN DERIVATIVE FINANCIAL INSTRUMENTS.

SHARE OF LOSS OF JOINT VENTURES AND ASSOCIATES, NET

SHARE OF LOSS OF JOINT VENTURES AND ASSOCIATES, NET, DECREASED BY PS.62.9 MILLION, OR 24.1%, TO PS.198.6 MILLION IN THE FIRST QUARTER 2014 FROM PS.261.5 MILLION IN THE FIRST QUARTER 2013. SHARE OF LOSS OF JOINT VENTURES AND ASSOCIATES, NET, FOR THE FIRST QUARTER 2014 PRIMARILY CONSISTED OF OUR SHARE OF LOSS OF GSF, OUR 50% JOINT VENTURE IN THE IUSACELL TELECOM BUSINESS, WHICH WAS PARTIALLY OFFSET BY OUR SHARE OF INCOME OF BMP.

INCOME TAXES

INCOME TAXES DECREASED BY PS.272.6 MILLION, OR 36.1%, TO PS.483.5 MILLION IN THE FIRST QUARTER 2014 COMPARED WITH PS.756.1 MILLION IN THE FIRST QUARTER 2013. THIS DECREASE REFLECTED PRIMARILY A LOWER INCOME TAX BASE.

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS DECREASED BY PS.133.6 MILLION, OR 28.8%, TO PS.329.9 MILLION IN THE FIRST QUARTER 2014 COMPARED WITH PS.463.5 MILLION IN THE FIRST QUARTER 2013. THIS DECREASE REFLECTED PRIMARILY A LOWER PORTION OF NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS IN OUR TELECOMMUNICATIONS SEGMENT.

OTHER RELEVANT INFORMATION

CAPITAL EXPENDITURES AND INVESTMENTS

DURING THE FIRST QUARTER 2014, WE INVESTED APPROXIMATELY US$190.6 MILLION IN PROPERTY, PLANT AND EQUIPMENT AS CAPITAL EXPENDITURES, INCLUDING APPROXIMATELY US$93.9 MILLION FOR OUR TELECOMMUNICATIONS SEGMENT, U.S.$73.4 MILLION FOR OUR SKY SEGMENT, AND US$23.3 MILLION FOR OUR CONTENT SEGMENT AND OTHER BUSINESSES.

OUR INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT IN OUR TELECOMMUNICATIONS SEGMENT DURING THE FIRST QUARTER 2014 INCLUDED APPROXIMATELY US$16.6 MILLION FOR CABLEVISIÓN, US$52.8 MILLION FOR CABLEMÁS, US$22.6 MILLION FOR TVI, AND US$1.9 MILLION FOR BESTEL.

DEBT AND FINANCE LEASE OBLIGATIONS

THE FOLLOWING INFORMATION SETS FORTH OUR TOTAL DEBT AND FINANCE LEASE OBLIGATIONS AS OF MARCH 31, 2014 AND DECEMBER 31, 2013. AMOUNTS ARE STATED IN MILLIONS OF MEXICAN PESOS:

THE TOTAL CONSOLIDATED DEBT AMOUNTED TO PS.59,966.3 MILLION AND PS.60,055.8 MILLION AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY, WHICH INCLUDED A CURRENT PORTION OF LONG-TERM DEBT IN THE AMOUNT OF PS.329.4 MILLION AND PS.312.7 MILLION, RESPECTIVELY.

ADDITIONALLY, WE HAD FINANCE LEASE OBLIGATIONS IN THE AMOUNT OF PS.4,765.7 MILLION AND PS.4,919.2 MILLION AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, RESPECTIVELY, WHICH INCLUDED A CURRENT PORTION OF PS.328.5 MILLION AND PS.424.7 MILLION, RESPECTIVELY.

AS OF MARCH 31, 2014, 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.33,041.8 MILLION. THE AGGREGATE AMOUNT OF NON-CURRENT HELD-TO-MATURITY AND AVAILABLE-FOR-SALE INVESTMENTS AS OF MARCH 31, 2014 AMOUNTED TO PS.4,747.1 MILLION.

SHARES OUTSTANDING

AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, OUR SHARES OUTSTANDING AMOUNTED TO 335,485.2 MILLION AND 335,501 MILLION SHARES, RESPECTIVELY, AND OUR CPO EQUIVALENTS OUTSTANDING AMOUNTED TO 2,867.4 MILLION AND 2,867.5 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 MARCH 31, 2014 AND DECEMBER 31, 2013, THE GDS (GLOBAL DEPOSITARY SHARES) EQUIVALENTS OUTSTANDING AMOUNTED TO 573.5 MILLION AND 573.5 MILLION GDS EQUIVALENTS, RESPECTIVELY. THE NUMBER OF GDS EQUIVALENTS IS CALCULATED BY DIVIDING THE NUMBER OF CPO EQUIVALENTS BY FIVE.

ABOUT TELEVISA

TELEVISA 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 OPERATES FOUR BROADCAST CHANNELS IN MEXICO CITY, PRODUCES AND DISTRIBUTES 24 PAY-TV BRANDS FOR DISTRIBUTION IN MEXICO AND THE REST OF THE WORLD, AND EXPORTS ITS PROGRAMS AND FORMATS TO THE U.S. THROUGH UNIVISION COMMUNICATIONS INC. (“UNIVISION”) AND TO OTHER TELEVISION NETWORKS IN OVER 50 COUNTRIES. TELEVISA IS ALSO AN ACTIVE PARTICIPANT IN MEXICO’S TELECOMMUNICATIONS INDUSTRY. IT HAS A MAJORITY INTEREST IN SKY, A LEADING DIRECT-TO-HOME SATELLITE TELEVISION SYSTEM OPERATING IN MEXICO, THE DOMINICAN REPUBLIC AND CENTRAL AMERICA AND IN FOUR TELECOMMUNICATIONS BUSINESSES: CABLEVISIÓN, CABLEMÁS, TVI, AND BESTEL. THROUGH ITS CABLE COMPANIES, TELEVISA OFFERS VIDEO, VOICE, AND BROADBAND SERVICES. TELEVISA ALSO HAS INTERESTS IN 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. IN ADDITION, TELEVISA HAS A 50% EQUITY STAKE IN GSF TELECOM HOLDINGS, S.A.P.I. DE C.V. (“GSF”), THE CONTROLLING COMPANY OF GRUPO IUSACELL, S.A. DE C.V. (“IUSACELL”), MEXICO’S THIRD LARGEST MOBILE TELECOM PROVIDER IN TERMS OF SUBSCRIBERS. IN THE UNITED STATES, TELEVISA HAS EQUITY AND DEBENTURES THAT, UPON CONVERSION AND SUBJECT TO ANY NECESSARY APPROVAL FROM THE FEDERAL COMMUNICATIONS COMMISSION (“FCC”) IN THE UNITED STATES, WOULD REPRESENT APPROXIMATELY 38% ON A FULLY DILUTED, AS-CONVERTED BASIS OF THE EQUITY CAPITAL IN BROADCASTING MEDIA PARTNERS, INC. (“BMP”), THE CONTROLLING COMPANY OF UNIVISION, THE LEADING MEDIA COMPANY SERVING THE UNITED STATES HISPANIC MARKET.

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
BTG PACTUAL
CREDIT SUISSE
GBM CASA DE BOLSA
GOLDMAN SACHS
HSBC
INVEX
ITAÚ SECURITIES
JPMORGAN
MAXIM GROUP
MERRILL LYNCH
MORGAN STANLEY
NEW STREET
SANTANDER
SCOTIABANK
UBS
 
 

 
 
MEXICAN STOCK EXCHANGE
STOCK EXCHANGE CODE: TLEVISA QUARTER: 01 YEAR: 2014
GRUPO TELEVISA, S.A.B.
 
FINANCIAL STATEMENT NOTES
CONSOLIDATED
Final Printing
GRUPO TELEVISA, S.A.B. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2014 AND DECEMBER 31, 2013 AND
FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013
(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"), AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, AND FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013, ARE UNAUDITED, AND HAVE BEEN PREPARED BY USING 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 MARCH 31, 2014, EXCEPT FOR THE MATTERS DISCUSSED IN THE FOLLOWING PARAGRAPHS.
 
IN THE FIRST QUARTER OF 2013, THE GROUP ADOPTED THE PROVISIONS OF THE INTERNATIONAL ACCOUNTING STANDARD (“IAS”) 19, EMPLOYEE BENEFITS, AS AMENDED IN 2011, WHICH BECAME EFFECTIVE ON JANUARY 1, 2013. THE AMENDED IAS 19 ELIMINATED THE CORRIDOR APPROACH FOR THE RECOGNITION OF ACTUARIAL GAINS AND 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 AMENDMENT 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.
 
IN APRIL 2014, THE GROUP ADJUSTED ITS SEGMENT REPORTING. THE GROUP’S PUBLISHING BUSINESS, WHICH WAS PREVIOUSLY PRESENTED AS A SEPARATE REPORTABLE SEGMENT, IS CLASSIFIED INTO THE OTHER BUSINESSES SEGMENT BEGINNING IN THE FIRST QUARTER OF 2014, SINCE ITS OPERATIONS BECAME NO LONGER SIGNIFICANT TO THE GROUP’S CONSOLIDATED FINANCIAL STATEMENTS TAKEN AS A WHOLE. AS A RESULT, THE FIGURES OF THE OTHER BUSINESSES SEGMENT FOR THE FIRST QUARTER OF 2013 HAVE BEEN ADJUSTED TO PRESENT THE NEW STRUCTURE OF THIS SEGMENT.
 
THESE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS WERE AUTHORIZED FOR ISSUANCE ON APRIL 25, 2014 BY THE GROUP’S CHIEF FINANCIAL OFFICER.

2. PROPERTY, PLANT AND EQUIPMENT:
 
PROPERTY, PLANT AND EQUIPMENT AS OF MARCH 31, 2014 AND DECEMBER 31, 2013 CONSISTED OF:


   
2014
   
2013
 
BUILDINGS
  Ps. 8,405,600     Ps. 8,411,136  
BUILDING IMPROVEMENTS
    305,400       305,402  
TECHNICAL EQUIPMENT
    67,714,938       66,508,565  
SATELLITE TRANSPONDERS
    7,869,492       7,869,492  
FURNITURE AND FIXTURES
    799,774       825,284  
TRANSPORTATION EQUIPMENT
    1,908,722       1,907,209  
COMPUTER EQUIPMENT
    5,360,890       5,341,054  
LEASEHOLD IMPROVEMENTS
    1,534,773       1,528,911  
      93,899,589       92,697,053  
ACCUMULATED DEPRECIATION
    (50,846,378 )     (49,198,237 )
      43,053,211       43,498,816  
LAND
    4,595,614       4,597,648  
CONSTRUCTION AND PROJECTS IN PROGRESS
    5,604,834       5,380,011  
    Ps. 53,253,659     Ps. 53,476,475  
 
DEPRECIATION CHARGED TO INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 WAS PS.2,375,544 AND PS.2,121,970, RESPECTIVELY.
 
DURING THE FIRST QUARTER OF 2014, THE GROUP INVESTED PS.2,524,646 IN PROPERTY, PLANT AND EQUIPMENT AS CAPITAL EXPENDITURES.

3. DEBT AND FINANCE LEASE OBLIGATIONS:

DEBT AND FINANCE LEASE OBLIGATIONS OUTSTANDING AS OF MARCH 31, 2014 AND DECEMBER 31, 2013 WERE AS FOLLOWS:

   
2014
   
2013
 
U.S. DOLLAR DEBT:
           
6% SENIOR NOTES DUE 2018 (A)
  PS. 6,499,778     PS. 6,507,849  
6.625% SENIOR NOTES DUE 2025 (A)
    7,411,896       7,414,019  
8.50% SENIOR NOTES DUE 2032 (A)
    3,884,858       3,890,267  
6.625% SENIOR NOTES DUE 2040 (A)
    7,669,823       7,679,931  
TOTAL U.S. DOLLAR DEBT
    25,466,355       25,492,066  
MEXICAN PESO DEBT:
               
7.38% NOTES DUE 2020 (B)
    9,953,567       9,951,803  
8.49% SENIOR NOTES DUE 2037 (A)
    4,483,203       4,483,022  
7.25% SENIOR NOTES DUE 2043 (A)
    6,430,922       6,430,330  
BANK LOANS
    8,590,025       8,589,233  
BANK LOANS (SKY)
    3,500,000       3,500,000  
BANK LOANS (TVI)
    1,542,200       1,609,361  
TOTAL MEXICAN PESO DEBT
    34,499,917       34,563,749  
TOTAL DEBT (C)
    59,966,272       60,055,815  
LESS: SHORT-TERM DEBT AND CURRENT PORTION
OF LONG-TERM DEBT
    329,426       312,715  
LONG-TERM DEBT, NET OF CURRENT PORTION
  Ps. 59,636,846     Ps. 59,743,100  
FINANCE LEASE OBLIGATIONS:
               
SATELLITE TRANSPONDER LEASE OBLIGATION
  Ps. 4,028,021     Ps. 4,077,561  
OTHER
    737,698       841,686  
TOTAL FINANCE LEASE OBLIGATIONS
    4,765,719       4,919,247  
LESS: CURRENT PORTION
    328,493       424,698  
FINANCE LEASE OBLIGATIONS, NET OF CURRENT PORTION
  Ps. 4,437,226     Ps. 4,494,549  



(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 (“SEC”). THE SENIOR NOTES DUE 2043 ARE REGISTERED WITH BOTH THE U.S. SEC 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 MARCH 31 2014 AND DECEMBER 31, 2013, IN THE AGGREGATE AMOUNT OF PS.791,538 AND PS.808,585, RESPECTIVELY.
 
IN APRIL 2014, THE COMPANY SUCCESSFULLY PRICED LOCAL BONDS (CERTIFICADOS BURSÁTILES) FOR A PRINCIPAL AMOUNT OF PS.6,000,000 (THE “BONDS”) DUE 2021 WITH AN INTEREST RATE OF 0.35% PLUS THE 28-DAY INTERBANK EQUILIBRIUM INTEREST RATE. THE COMPANY INTENDS TO USE THE NET PROCEEDS OF THE OFFERING OF THE BONDS FOR GENERAL CORPORATE PURPOSES AND WORKING CAPITAL.
 
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 MARCH 31, 2014 AND DECEMBER 31, 2013, IS PRESENTED AS FOLLOWS:
 
   
2014
   
2013
 
NOMINAL CAPITAL STOCK
  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
    57,057,458       49,149,607  
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
    3,463,355       3,394,051  
SHARES REPURCHASED
    (12,848,357 )     (12,848,448 )
NET INCOME FOR THE PERIOD
    853,868       7,748,279  
EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY
  PS. 69,394,269     PS. 68,311,434  

(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 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.

ON DECEMBER 9, 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 DECEMBER 2013 IN THE AGGREGATE AMOUNT OF PS.1,084,192.

AS OF MARCH 31, 2014, 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
 
9,079,821,560
 
114,194,139,865
SERIES “B” SHARES
 
58,982,873,976
 
6,065,412,061
 
52,927,461,915
SERIES “D” SHARES
 
90,086,525,865
 
5,899,712,859
 
84,186,813,006
SERIES “L” SHARES
 
90,086,525,865
 
5,899,712,859
 
84,186,813,006
   
362,429,887,131
 
26,944,659,339
 
335,485,227,792

AS OF MARCH 31, 2014, 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)
    19,721,897,091       7,222,762,248       26,944,659,339       11,160,421  
ADVANCES FOR ACQUISITION OF SHARES (3)
    -       -       -       1,687,936  
      19,721,897,091       7,222,762,248       26,944,659,339     PS. 12,848,357  

(1)
DURING THE FIRST QUARTER 2014 THE COMPANY DID NOT REPURCHASE ANY SHARES IN THE FORM OF CPOS.

(2)
DURING THE FIRST QUARTER, 2014 THE LONG-TERM RETENTION PLAN ACQUIRED 15,795,000 SHARES OF THE COMPANY, IN THE FORM OF 135,000 CPOS, IN THE AMOUNT OF PS.10,183.

(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.159,663 AND PS.122,192 FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013, RESPECTIVELY, WHICH AMOUNT WAS REFLECTED IN CONSOLIDATED OPERATING INCOME AS ADMINISTRATIVE EXPENSE.


6. FINANCE EXPENSE, NET:

FINANCE (EXPENSE) INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013, INCLUDED:


   
2014
   
2013
 
INTEREST EXPENSE
  PS. (1,239,437 )   PS. (1,104,522 )
FOREIGN EXCHANGE LOSS, NET
    (108,859 )     -  
OTHER FINANCE EXPENSE, NET (1)
    (40,970 )     (84,181 )
FINANCE EXPENSE
    (1,389,266 )     (1,188,703 )
INTEREST INCOME (2)
    271,439       301,860  
FOREIGN EXCHANGE GAIN, NET
    -       47,352  
FINANCE INCOME
    271,439       349,212  
FINANCE EXPENSE, NET
  PS. (1,117,827 )   PS. (839,491 )
                 
(1) IN 2014 AND 2013 OTHER FINANCE EXPENSE, NET, INCLUDED A LOSS 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.8,034 AND PS.15,841, RESPECTIVELY. IN 2014 AND 2013, THIS LINE ITEM ALSO INCLUDED A NET LOSS FROM DERIVATIVE FINANCIAL INSTRUMENTS.
 
(2) IN THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013, THIS LINE ITEM INCLUDED INTEREST INCOME FROM THE GROUP’S INVESTMENT IN CONVERTIBLE DEBENTURES ISSUED BY ARES AND BMP IN THE AMOUNT OF PS.142,388 AND IN 2013 INCLUDED INTEREST INCOME FROM THE GROUP’S INVESTMENT IN CONVERTIBLE DEBENTURES ISSUED BY BMP IN THE AMOUNT OF PS.52,131.

7. INCOME TAXES:

IN THE LAST QUARTER OF 2013 THE MEXICAN CONGRESS ENACTED A NEW TAX REFORM (THE “2014 TAX REFORM”), WHICH BECAME EFFECTIVE AS OF JANUARY 1, 2014. AMONG THE TAX REFORMS APPROVED BY THE MEXICAN CONGRESS, ONE OF THE MOST RELEVANT CHANGES WAS THE ELIMINATION OF THE TAX CONSOLIDATION REGIME ALLOWED FOR MEXICAN CONTROLLING COMPANIES THROUGH DECEMBER 31, 2013.

THE INCOME TAX PAYABLE IN CONNECTION WITH THE ELIMINATION OF THE TAX CONSOLIDATION REGIME AMOUNTED TO AN AGGREGATE AMOUNT OF PS.6,813,595 AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, OF WHICH PS.6,291,975 AND PS.6,629,865 WERE CLASSIFIED AS NON-CURRENT LIABILITIES AS OF THOSE DATES, RESPECTIVELY.

IN THE FIRST QUARTER OF 2013, CURRENT INCOME TAXES INCLUDED INCOME TAXES COMPUTED ON A TAX CONSOLIDATED BASIS, IETU (FLAT TAX), AND AMOUNTS RESULTING FROM INCOME TAXES RELATED TO PRIOR YEARS.
 
THE INCOME TAX PAYABLE AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, IN CONNECTION WITH THE 2010 MEXICAN TAX REFORM, WAS AS FOLLOWS:

   
2014
   
2013
 
TAX LOSSES OF SUBSIDIARIES, NET
  Ps. 170,941     Ps. 350,197  
DIVIDENDS DISTRIBUTED AMONG THE GROUP’S ENTITIES
    -       81,029  
      170,941       431,226  
LESS: CURRENT PORTION
    94,697       260,285  
NON-CURRENT PORTION
  Ps. 76,244     Ps. 170,941  


THE DEFERRED INCOME TAXES AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, WERE PRINCIPALLY DERIVED FROM:

   
2014
   
2013
 
ASSETS:
           
ACCRUED LIABILITIES
  Ps. 1,434,809     Ps. 1,455,444  
ALLOWANCE FOR DOUBTFUL ACCOUNTS
    753,090       753,090  
CUSTOMER ADVANCES
    2,376,341       2,480,552  
INTANGIBLE ASSETS AND TRANSMISSION RIGHTS
    712,840       755,985  
LIABILITIES:
               
INVESTMENTS
    (1,066,743 )     (1,147,683 )
PROPERTY, PLANT AND EQUIPMENT, NET
    (1,563,025 )     (1,727,736 )
DERIVATIVE FINANCIAL INSTRUMENTS
    (302,175 )     (366,225 )
PREPAID EXPENSES AND OTHER ITEMS
    (433,685 )     (542,435 )
DEFERRED INCOME TAXES OF MEXICAN COMPANIES
    1,911,452       1,660,992  
DEFERRED INCOME TAX OF FOREIGN SUBSIDIARIES
    165,832       165,832  
TAX ASSET
    845,910       845,910  
TAX LOSS CARRYFORWARDS
    7,936,044       7,936,044  
DEFERRED INCOME TAX ASSET, NET
  Ps. 10,859,238     Ps. 10,608,778  


8. INFORMATION BY SEGMENTS AND SEASONALITY:
 
INFORMATION BY SEGMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013 IS PRESENTED AS FOLLOWS:

   
TOTAL REVENUES
   
INTERSEGMENT REVENUES
   
CONSOLIDATED REVENUES
   
SEGMENT PROFIT (LOSS)
 
2014:
                       
CONTENT
  Ps. 6,641,810     Ps. 251,889     Ps. 6,389,921     Ps. 2,400,135  
SKY
    4,199,231       3,722       4,195,509       1,947,689  
TELECOMMUNICATIONS
    4,600,602       21,525       4,579,077       1,627,177  
OTHER BUSINESSES
    1,787,497       27,954       1,759,543       104,650  
SEGMENT TOTALS
    17,229,140       305,090       16,924,050       6,079,651  
RECONCILIATION TO CONSOLIDATED
AMOUNTS:
                               
ELIMINATIONS AND CORPORATE EXPENSES
    (305,090 )     (305,090 )     -       (307,461 )
DEPRECIATION AND AMORTIZATION EXPENSE
    -       -       -       (2,626,678 )
CONSOLIDATED TOTAL BEFORE OTHER EXPENSE
    16,924,050       -       16,924,050       3,145,512 (1)
OTHER EXPENSE, NET
    -       -       -       (161,846 )
CONSOLIDATED TOTAL
  Ps. 16,924,050     Ps. -     Ps. 16,924,050     Ps. 2,983,666 (2)
                                 
2013:
                               
CONTENT
  Ps. 6,348,054     Ps. 249,759     Ps. 6,098,295     Ps. 2,378,613  
SKY
    3,826,842       3,712       3,823,130       1,768,469  
TELECOMMUNICATIONS
    3,976,540       16,106       3,960,434       1,417,891  
OTHER BUSINESSES
    1,661,605       23,955       1,637,650       110,922  
SEGMENT TOTALS
    15,813,041       293,532       15,519,509       5,675,895  
RECONCILIATION TO CONSOLIDATED
AMOUNTS:
                               
ELIMINATIONS AND CORPORATE EXPENSES
    (293,532 )     (293,532 )     -       (260,991 )
DEPRECIATION AND AMORTIZATION EXPENSE
    -       -       -       (2,358,865 )
CONSOLIDATED TOTAL BEFORE OTHER INCOME
    15,519,509       -       15,519,509       3,056,039 (1)
OTHER INCOME, NET
    -       -       -       334,220  
CONSOLIDATED TOTAL
  Ps. 15,519,509     Ps. -     Ps. 15,519,509     Ps. 3,390,259 (2)

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


NEW SEGMENT PRESENTATION IN 2014.

IN APRIL 2014, THE GROUP ADJUSTED ITS SEGMENT REPORTING. THE PUBLISHING BUSINESS, WHICH WAS PREVIOUSLY PRESENTED AS A SEPARATE REPORTABLE SEGMENT, IS CLASSIFIED INTO THE OTHER BUSINESSES SEGMENT BEGINNING IN THE FIRST QUARTER OF 2014, SINCE ITS OPERATIONS BECAME NO LONGER SIGNIFICANT TO THE GROUP’S CONSOLIDATED FINANCIAL STATEMENTS TAKEN AS A WHOLE.
 
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 2013 AND 2012, THE GROUP RECOGNIZED 29.1% AND 28.6%, 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 MARCH 31, 2014, ARE AS FOLLOWS:

QUARTER
 
ACCUMULATED
   
QUARTER
 
2ND / 13
  PS. 2,895,197     PS. 1,825,530  
3RD / 13
    5,284,449       2,389,252  
4TH / 13
    7,748,279       2,463,830  
1ST / 14
    853,868       853,868  


9. CAPITAL CONTRIBUTIONS IN JOINT VENTURE:
 
DURING THE FIRST QUARTER OF 2013 AND THE YEAR ENDED DECEMBER 31, 2013, THE GROUP MADE CAPITAL CONTRIBUTIONS IN CONNECTION WITH ITS 50% JOINT INTEREST IN GSF, THE PARENT COMPANY OF IUSACELL, IN THE AGGREGATE AMOUNT OF PS.260,000 AND PS.1,587,500, RESPECTIVELY. DURING THE FIRST QUARTER OF 2014, NO CAPITAL CONTRIBUTIONS WERE MADE BY THE GROUP IN CONNECTION WITH ITS 50% JOINT INTEREST IN GSF.
 
10. OTHER TRANSACTIONS:

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 NON-RECURRENT OTHER INCOME IN THE CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2013.
 
IN JULY 2013, THE GROUP MADE AN INVESTMENT IN THE AMOUNT OF PS.7,000,000 IN CONVERTIBLE DEBT INSTRUMENTS WHICH, SUBJECT TO REGULATORY APPROVAL, WILL ALLOW THE GROUP TO ACQUIRE 95% OF THE EQUITY INTEREST OF TENEDORA ARES, S.A.P.I. DE C.V. (“ARES”), OWNER OF 51% OF THE EQUITY INTEREST OF GRUPO CABLE TV, S.A. DE C.V. (“CABLECOM”), A TELECOMMUNICATIONS COMPANY THAT OFFERS VIDEO, TELEPHONY AND DATA SERVICES IN MEXICO. IN ADDITION, ARES WILL HAVE AN OPTION TO ACQUIRE IN THE FUTURE, SUBJECT TO REGULATORY APPROVALS, THE REMAINING 49% OF THE EQUITY INTEREST OF CABLECOM. ALSO, AS PART OF THIS TRANSACTION, THE GROUP INVESTED IN A LONG-TERM DEBT INSTRUMENT ISSUED BY ARES IN THE AMOUNT OF U.S.$195 MILLION.
 
IN THE THIRD QUARTER OF 2013, SKY ENTERED INTO AN AGREEMENT WITH DIRECTV FOR THE ACQUISITION AND LAUNCH OF A SATELLITE (“SM1”), WHICH IS EXPECTED TO BE IN SERVICE IN THE FOURTH QUARTER OF 2015. IN 2013, SKY RECOGNIZED INVESTMENTS MADE IN CONNECTION WITH THIS AGREEMENT IN THE AGGREGATE AMOUNT OF U.S.$68.7 MILLION (PS.898,413). AS OF DECEMBER 31, 2013, SKY HAD COMMITMENTS TO INVEST IN 2014 AND 2015 IN CONNECTION WITH THE ACQUISITION AND LAUNCH OF THE SM1 SATELLITE IN THE AMOUNT OF U.S.$60.5 MILLION (PS.791,038) AND U.S.$41.8 MILLION (PS.546,535), RESPECTIVELY.
 
IN THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013, ROYALTY REVENUE FROM UNIVISION AMOUNTED TO PS.855,911 AND PS.721,544, 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 BROADCASTING OF T.V.
34,151,934  33.00  141,932  60,818 
 
 
 
          
                    
                  
                      
2
BROADCASTING MEDIA PARTNERS, INC
PROMOTION AND/OR DEVELOPMENT OF ENTERTAINMENT COMPANIES
 842,850  7.81   2,584,818   2,880,513 
 
 
 
              
                      
              
                
3
GSF TELECOM HOLDINGS, S.A.P.I. DE C.V.
PROMOTION AND/OR DEVELOPMENT OF TELECOM COMPANIES
        150,000,000
                    50.00
             20,325,557
               13,597,964
   
 
       
4
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 
 
 
 
            
                    
                    
                       
5
ENDEMOL MEXICO, S.A. DE C.V.
PRODUCTION AND COMMERCIALIZATION OF TELEVISION PROGRAMMING
 25,000  50.00   25  323 
   
 
                
                    
                          
                           
6
GRUPO DE TELECOMUNICACIONES DE ALTA CAPACIDAD, S.A.P.I. DE C.V.
TELECOM  54,666,667  33.33   54,667   635,086 
 
 
 
         
                    
                   
                   
7
OCESA ENTRETENIMIENTO, S.A. DE C.V.
LIVE ENTERTAINMENT IN MEXICO
14,100,000  40.00  1,062,811    870,660
 
 
 
          
                    
               
                    
8
OLLIN VFX, S.A. DE C.V.
TELEVISION AND CINEMA PRODUCTION
                        34
                    25.30
                    13,333
                      13,333
             
9
T&V S.A.S.
PRODUCTION AND COMMERCIALIZATION OF TELEVISION PROGRAMMING
1,849  50.00   312  312 
   
 
                   
                    
                        
                           
  TOTAL INVESTMENT IN ASSOCIATES  
             24,215,725
               18,064,789
 
 
 

 
 
CREDITS BREAKDOWN
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
 
 
CREDIT TYPE / INSTITUTION
 
 
FOREIGN
INSTITUTION
(YES/NOT)
 
DATE OF
CONTRACT
 
 
AMORTIZATION
DATE
 
 
INTEREST
RATE
 
AMORTIZATION OF CREDITS DENOMINATED IN PESOS
AMORTIZATION OF CREDITS IN FOREIGN CURRENCY
TIME INTERVAL
TIME INTERVAL
CURRENT
YEAR
UNTIL 1
YEAR
UNTIL 2
YEAR
UNTIL 3
YEAR
UNTIL 4
YEAR
UNTIL 5
YEAR
CURRENT
YEAR
UNTIL 1
YEAR
UNTIL 2
YEAR
UNTIL 3
YEAR
UNTIL 4
YEAR
UNTIL 5
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
199,095
66,365
743,058
                 
BANCO SANTANDER, S.A.
NO
3/30/2011
3/30/2016
8.12
   
1,998,400
                 
BBVA BANCOMER, S.A.
NO
3/30/2011
3/30/2016
8.095
   
2,498,000
                 
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2021
9.40
         
399,300
           
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2021
9.06
     
319,440
 
479,160
           
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2018
8.77
       
399,429
             
HSBC MÉXICO, S.A.
NO
3/28/2011
3/30/2018
TIIE+117.5
     
1,248,148
1,248,148
             
AF BANREGIO, S.A. DE C.V.
NO
10/4/2012
10/2/2017
TIIE+2.50
3,300
1,500
7,800
9,750
13,450
             
HSBC MÉXICO, S.A.
NO
5/29/2013
5/29/2019
TIIE+1.70
43,020
16,146
64,660
64,660
64,660
244,736
           
OTHER
                               
TOTAL BANKS
       
     245,415
        84,011
   5,311,918
   5,141,998
    1,725,687
    1,123,196
0
0
0
0
0
0
STOCK MARKET
                               
LISTED STOCK EXCHANGE
                               
UNSECURED
                               
SENIOR NOTES
YES
5/9/2007
5/11/2037
8.93
         
4,483,203
           
NOTES
NO
10/14/2010
10/1/2020
7.38
         
9,953,567
           
SENIOR NOTES
YES
5/14/2013
5/14/2043
7.25
         
6,430,922
           
SENIOR NOTES
YES
5/6/2008
5/15/2018
6.31
                     
6,499,778
SENIOR NOTES
YES
3/18/2005
3/18/2025
6.97
                     
7,411,896
SENIOR NOTES
YES
3/11/2002
3/11/2032
8.94
                     
3,884,858
SENIOR NOTES
YES
11/23/2009
1/15/2040
6.97
                     
7,669,823
SECURED
       
0
0
0
0
0
  20,867,692
0
0
0
0
0
     25,466,355
PRIVATE PLACEMENTS
                               
UNSECURED
                               
SECURED
                               
TOTAL STOCK MARKET
                               
OTHER CURRENT AND NON-CURRENT LIABILITIES WITH COST
                               
CSI LEASING MÉXICO, S. DE R.L. DE C.V.
NO
12/1/2011
10/1/2015
 
22,684
763
1,758
                 
GRUPO DE TELECOMUNICACIONES DE ALTA CAPACIDAD
NO
8/1/2012
7/1/2020
 
83,003
 
79,420
76,699
74,679
216,816
           
INTELSAT GLOBAL  SALES & MARKETING, LTD.
YES
10/1/2012
9/1/2027
             
135,222
46,739
195,697
210,471
226,360
3,213,532
IP MATRIX, S.A. DE C.V.
YES
11/1/2009
11/1/2015
             
12,292
3,789
8,373
     
GRUPO DE TELECOMUNICACIONES DE ALTA CAPACIDAD
NO
8/1/2012
7/1/2021
             
24,001
0
17,465
17,801
18,384
79,771
TOTAL CURRENT AND NON-CURRENT LIABILITIES WITH COST
       
105,687
             763
        81,178
        76,699
74,679
216,816
171,515
         50,528
     221,535
     228,272
    244,744
       3,293,303
                                 
SUPPLIERS
                               
VARIOUS
NO
3/1/2014
3/31/2015
   
6,564,644
                   
VARIOUS
YES
3/1/2014
3/31/2015
               
5,341,501
       
TOTAL SUPPLIERS
       
0
   6,564,644
0
0
0
0
0
    5,341,501
0
0
0
0
                                 
OTHER CURRENT AND NON-CURRENT LIABILITIES
                               
VARIOUS
NO
       
23,747,120
67,552
11,207
4,269
169,049
           
TRANSMISSION RIGHTS
NO
         
338,690
91,923
14,894
73,142
           
CUSTOMER DEPOSITS AND ADVANCES
NO
         
866,411
                 
2010 AND 2014 MEXICAN TAX REFORM
NO
         
381,425
770,289
1,400,698
3,815,808
           
DERIVATIVE FINANCIAL INSTRUMENTS
NO
           
123,615
 
200,785
           
VARIOUS
YES
                   
1,105,344
     
78,963
TRANSMISSION RIGHTS
YES
                     
1,317,121
400,140
349,152
292,388
OTHER CURRENT AND NON-CURRENT LIABILITIES
       
               -
 23,747,120
   1,654,078
      997,034
    1,419,861
    4,258,784
               -
    1,105,344
  1,317,121
     400,140
    349,152
          371,351
                                 
TOTAL
       
     351,102
 30,396,538
   7,047,174
   6,215,731
    3,220,227
  26,466,488
      171,515
    6,497,373
  1,538,656
     628,412
    593,896
     29,131,009
 
NOTES

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

 
$
13.0555
PESOS PER U.S. DOLLAR

DOES NOT INCLUDE TAX LIABILITIES PAYABLE IN FOREIGN CURRENCY AND MEXICAN PESOS (REF. 21050000 TAXES PAYABLE) OF PS.83,085 AND PS.1,400,519, 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.791,538.
 
 
 

 
 
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
2,231,826
29,137,604
166,108
2,166,623
31,306,227
           
CURRENT
728,171
9,506,636
113,238
1,478,379
10,985,015
           
NON-CURRENT
 1,503,655
19,630,968
52,870
690,244
20,321,212
           
LIABILITIES POSITION
 2,950,326
37,873,344
  59,025
770,602
38,643,946
           
CURRENT
463,327
6,048,973
  53,847
703,000
6,751,973
           
NON-CURRENT
 2,502,023
31,824,371
 5,178
67,602
31,891,973
           
NET BALANCE
 (718,500)
(8,735,740)
  107,083
1,349,021
(7,337,719)
 
NOTES:
 
THE EXCHANGE RATES USED FOR TRANSLATION WERE AS FOLLOWS :

 
PS.
13.0555
 
PESOS PER U.S. DOLLAR
   
17.9930
 
PESOS PER EURO
   
11.8158
 
PESOS PER CANADIAN DOLLAR
   
1.6317
 
PESOS PER ARGENTINEAN PESO
   
0.5746
 
PESOS PER URUGUAYAN PESO
   
0.0233
 
PESOS PER CHILEAN PESO
   
0.0065
 
PESOS PER COLOMBIAN PESO
   
4.6427
 
PESOS PER PERUVIAN NUEVO SOL
   
14.7791
 
PESOS PER SWISS FRANC
   
2.0723
 
PESOS PER STRONG BOLIVAR
   
5.7574
 
PESOS PER BRAZILIAN REAL
   
21.7701
 
PESOS PER STERLING LIBRA
   
2.1002
 
PESOS PER CHINESE YUAN
   
2.0183
 
PESOS PER SWEDISH KRONA
 
 
 

 
 
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 MATURITIES 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 LONG-TERM CREDIT AGREEMENTS 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 MARCH 31, 2014, 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
 
(302,007)
     
           
CONTENT:
         
           
ADVERTISING
 
4,452,891
   
BBVA BANCOMER S.A. INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER
         
BDF MÉXICO, S.A. DE C.V.
         
BOEHRINGER INGELHEIM MÉXICO, S.A DE C.V.
         
CERVEZAS CUAUHTEMOC MOCTEZUMA, S.A. DE C.V.
         
COMERCIALIZADORA DE LACTEOS Y DERIVADOS, S.A. DE C.V.
         
COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V.
         
BIMBO, S.A. DE C.V.
         
DANONE DE MÉXICO, S.A. DE C.V.
         
EFFEM MÉXICO INC Y COMPAÑÍA, S. EN N.C. DE C.V.
         
FRABEL, S.A. DE C.V.
NETWORK SUBSCRIPTION REVENUE
 
489,660
   
MEGA CABLE, S.A. DE C.V.
         
CABLEVISIÓN RED, S.A. DE C.V.
LICENSING AND SYNDICATIONS
 
167,152
   
VARIOUS
           
SKY :
         
DTH BROADCAST SATELLITE
 
3,786,353
 
SKY
SUBSCRIBERS
PAY PER VIEW
 
46,636
     
CHANNEL COMMERCIALIZATION
 
82,632
   
WALT DISNEY STUDIOS SONY PICTURES RELEASING
         
DE MÉXICO, S. DE R.L. DE C.V.
           
TELECOMMUNICATIONS:
         
DIGITAL SERVICE
 
2,010,767
 
CABLEVISIÓN, CABLEMÁS Y TVI
SUBSCRIBERS
INTERNET SERVICES
 
1,103,143
     
SERVICE INSTALLATION
 
34,664
     
PAY PER VIEW
 
11,658
     
CHANNEL COMMERCIALIZATION
 
104,891
   
MULTILMEDIOS S.A. DE C.V.
         
SINTESIS COMUNICACIÓN, S.A. DE C.V.
         
TELEVISORA FRONTERIZA, S.A. DE C.V.
         
CANAL DE NOTICIAS DE ROSARITO, S.A. DE C.V.
TELEPHONY
 
601,968
     
TELECOMMUNICATIONS
 
585,095
 
BESTEL
SUBSCRIBERS
OTHER
 
42,392
     
           
OTHER BUSINESSES:
         
PUBLISHING:
         
MAGAZINE CIRCULATION
7,333
133,624
 
TV Y NOVELAS MAGAZINE,
GENERAL PUBLIC (AUDIENCE)
       
MEN´S HEALTH MAGAZINE,
DEALERS
       
VANIDADES MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
COSMOPOLITAN MAGAZINE
 
       
NATIONAL GEOGRAPHIC MAGAZINE
 
       
AUTOMÓVIL PANAMERICANO MAGAZINE
 
       
TÚ MAGAZINE
 
       
ESPECIAL MARVEL SEMANAL MAGAZINE
 
       
SKY VIEW MAGAZINE
 
       
MUY INTERESANTE MAGAZINE
 
       
MUY INTERESANTE JUNIOR MAGAZINE
 
       
DISNEY PRINCESAS MAGAZINE
 
       
COCINA FÁCIL MAGAZINE
 
ADVERTISING
 
108,435
   
FÁBRICAS DE CALZADO ANDREA, S.A. DE C.V.
         
KIMBERLY CLARK DE MÉXICO, S.A.B. DE C.V.
         
DILTEX, S.A. DE C.V.
         
COMPAÑÍA PROCTER & GAMBLE DE MÉXICO, S. DE R.L DE C.V.
         
UNILEVER DE MÉXICO, S. DE R.L. DE C.V.
         
DISTRIBUIDORA LIVERPOOL, S.A. DE C.V.
         
SCA CONSUMIDOR MÉXICO, S.A. DE C.V.
         
MARY KAY COSMETICS DE MÉXICO, S.A. DE C.V.
OTHER INCOME
 
4,120
   
VARIOUS
           
DISTRIBUTION, RENTALS, AND SALE
         
OF MOVIE RIGHTS
 
146,990
   
CINE VIDEO Y TV, 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.
         
GRUPO CINEMAS DEL PACÍFICO, S.A. DE C.V.
SPECIAL EVENTS AND SHOW PROMOTION
 
303,265
 
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
 
534,560
 
PLAY CITY
GENERAL PUBLIC (AUDIENCE)
       
MULTIJUEGOS
 
ADVERTISED TIME SOLD IN RADIO
 
135,299
   
HAVAS MEDIA, S.A DE C.V.
         
PROPIMEX, S. DE R.L. DE C.V.
         
OPTIMUM MEDIA DIRECTION DE MÉXICO, S.A. DE C.V.
         
ARENA COMMUNICATIONS, S.A. DE C.V.
         
TIENDAS CHEDRAUI, S.A. DE C.V.
         
IPG MEDIA BRANDS COMMUNICATIONS, S.A. DE C.V.
         
THE COCA COLA EXPORT CORPORATION SUCURSAL EN MÉXICO
PUBLISHING DISTRIBUTION
2,310
35,095
 
HOLA MÉXICO MAGAZINE
VARIOUS
       
REVISTA DEL CONSUMIDOR MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
MINIREVISTA MINA MAGAZINE
DEALERS
       
BRAVO POR TI ASTRO MÁGICO MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
BRAVO POR TI MAGAZINE
 
       
SELECCIONES MAGAZINE
 
           
EXPORT SALES
CONTENT:
         
ADVERTISING
 
63,688
   
CC MEDIOS Y COMUNICACIONES, C.A.
NETWORK SUBSCRIPTION REVENUE
 
198,432
   
INTERESES EN EL ITSMO, S.A.
         
DIRECTV ARGENTINA SOCIEDAD ANÓNIMA
         
MILLICOM CABLE HONDURAS, S.A. DE C.V.
           
LICENSING AND SYNDICATIONS
 
1,233,924
 
TELEVISA
NETFLIX, INC
       
TELEVISA
CORPORACIÓN VENEZOLANA DE TELEVISIÓN, C.A.
       
TELEVISA
COMPAÑÍA PERUANA DE RADIODIFUSIÓN, S.A.
       
TELEVISA
RED TELEVISIVA MEGAVISION, S.A.
       
TELEVISA
RCN TELEVISIÓN, S.A.
OTHER BUSINESSES:
         
SPECIAL EVENTS AND SHOW PROMOTION
 
2,422
 
CLUB AMÉRICA
 
DISTRIBUTION, RENTALS, AND SALE
         
OF MOVIE RIGHTS
 
14,138
   
NETFLIX, INC
           
SUBSIDIARIES SALES ABROAD
CONTENT:
         
ADVERTISING
 
36,063
   
INITIATIVE MEDIA, INC.
         
OPTIMUM MEDIA DIRECTION, INC.
         
GROUP M MATRIX
SKY:
         
DTH BROADCAST SATELLITE
 
283,610
 
SKY
SUBSCRIBERS
TELECOMMUNICATIONS:
         
TELECOMMUNICATIONS
 
106,024
 
BESTEL
SUBSCRIBERS
           
OTHER BUSINESS:
         
PUBLISHING:
         
MAGAZINE CIRCULATION
10,138
180,281
 
T.V. Y NOVELAS MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
GENTE MAGAZINE
DEALERS
       
PAPARAZZI MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
VANIDADES MAGAZINE
 
       
COSMOPOLITAN MAGAZINE
 
       
TÚ MAGAZINE
 
       
MUY INTERESANTE  MAGAZINE
 
       
BILINKEN MAGAZINE
 
       
PARA TI MAGAZINE
 
       
CONDORITO MAGAZINE
 
ADVERTISING
 
158,849
   
MCCANN ERICKSON N.Y.
         
BALUMA, S.A.
         
R.C.N. TELEVISIÓN S.A.
         
MEDIACOM MIAMI
PUBLISHING DISTRIBUTION:
1,749
30,021
 
SELECCIONES MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
MAGALY TV MAGAZINE
DEALERS
       
VOGUE MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
HOLA MAGAZINE
 
       
EL CUERPO HUMANO MAGAZINE
 
       
HELLO KITTY MAGAZINE
 
       
15 MINUTOS MAGAZINE
 
       
TEJER FÁCIL MAGAZINE
 
RENTALS OF MOVIES/FILMS
 
398
   
LIONS GATES FILMS, INC.
INTERSEGMENT ELIMINATIONS
 
(3,083)
     
           
TOTAL
21,530
16,924,050
     
 
 
 

 
 
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
114,194,139,865
0
114,194,139,865
0
848,428
0
B
0.00000
0
52,917,461,915
0
52,917,461,915
0
405,948
0
D
0.00000
0
84,186,813,006
0
84,186,813,006
0
620,017
0
L
0.00000
0
84,186,813,006
0
0
84,186,813,006
620,017
0
TOTAL
   
335,485,227,792
0
251,298,414,786
84,186,813,006
2,494,410
0
 
TOTAL NUMBER OF SHARES REPRESENTING THE PAID CAPITAL STOCK ON THE DATE OF THE INFORMATION :
335,485,227,792
 
 
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 MARCH 31, 2014 AND DECEMBER 31, 2013, INCLUDES TRANSMISSION RIGHTS AND PROGRAMMING FOR PS.6,481,666 AND PS.4,970,603, RESPECTIVELY.

12080050: AS OF MARCH 31, 2014 AND DECEMBER 31, 2013, INCLUDES TRANSMISSION RIGHTS AND PROGRAMMING FOR PS.9,234,836 AND PS.9,064,845, RESPECTIVELY.

91000010: AT MARCH 31, 2014 DOESN´T INCLUDE TAX LIABILITIES IN FOREIGN CURRENCY FOR PS.83,085 (SEE ATTACHED BREAKDOWN OF CREDITS).

CUM40180000: THIS INFORMATION IS RELATED TO EARNINGS PER CPO. THE CPOS ARE THE SECURITIES TRADED ON 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 ON 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 first quarter of 2014, 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 March 31st, 2014, 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 January to March 2014, 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 "Coupon Swap" agreement through which Grupo Televisa, S.A.B. ("Televisa") exchanged a coupon of the Bond issued by Televisa maturing in 2032 denominated in U.S. Dollars for a notional amount of U.S.$300,000,000.00 (Three Hundred Million Dollars 00/100), for a coupon in Mexican Pesos for such notional amount in Pesos. The “Coupon Swap” was entered in December 2013 and the flow was realized in March 2014, the date which such instrument expired.
 
2.
Also, during the quarter, three “Knock-out Option Call” agreements through which Televisa hedged against severe Mexican Peso depreciation for a notional amount of U.S.$52,500,000.00 (Fifty Two Million Five Hundred Thousand Dollars 00/100) by paying a premium, expired. These options were entered in December 2011, and expired with Televisa not exercising them in January and March 2014.

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
March 31, 2014
(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
 
Collateral/
Lines of Credit/
Securities Pledged
Current Quarter
Previous Quarter (5)
Current Quarter D(H) (4)
Previous Quarter D(H) (5)
Maturing per Year
 
Interest
Rate Swap
(2)
Hedging
Ps. 1,400,000
TIIE 28 days +
24bps / 8.415%
TIIE 28 days +
24bps / 8.415%
(111,757)
(119,780)
Monthly
interest
2014-2016
Does not exist
(6)
 
Interest Rate Swap
(1)
Hedging
Ps. 2,500,000
TIIE 28 days /
7.4325%
TIIE 28 days /
7.4325%
(200,147)
(203,614)
Monthly
interest
2014-2018
Does not exist
(6)
 
FX Options
(1)
Hedging
USD 217,500
USD 217,500
USD 270,000
3,505
6,122
2014-2015
Does not exist
(6)
Coupon Swap
(1)
Hedging
Ps.3,867,000 / USD 300,000
-
8.500% /
8.5028%
-
2,266
Semiannual
Interest
2014
Does not exist
(6)
 
Interest Rate Swap
(3)
Hedging
Ps.1,511,010
TIIE 28 days /
5.084%
TIIE 28 days /
5.084%
(12,496)
(11,942)
Monthly
Interest
2014-2019
Does not exist
(6)
       
Total
(320,895)
(326,948)
   
  (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 March 31, 2014, included in the relevant SIFIC, is as follows:
  11060020 FINANCIAL DERIVATIVE INSTRUMENTS Ps. 1,119  
  12080010 FINANCIAL DERIVATIVE INSTRUMENTS   2,386  
  22050010 FINANCIAL DERIVATIVE INSTRUMENTS   (324,400)  
      Ps. (320,895)  
           
  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 fourth 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 REPORT FOR THE FIRST QUARTER OF 2014, 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 FERNANDO AZCÁRRAGA JEAN
  /s/ SALVI RAFAEL FOLCH VIADERO
EMILIO FERNANDO AZCÁRRAGA JEAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SALVI RAFAEL FOLCH VIADERO
CHIEF FINANCIAL OFFICER

 


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

 

 
MÉXICO, D.F., APRIL 28, 2014
 
 
 

 
 
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: May 1, 2014
By:
/s/  Joaquín Balcárcel Santa Cruz
 
Name:
Joaquín Balcárcel Santa Cruz
 
Title:
General Counsel