Form 20-F
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 |
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-12610
Grupo Televisa, S.A.B.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrants name into English)
United Mexican States
(Jurisdiction of incorporation or organization)
Av. Vasco de Quiroga No. 2000
Colonia Santa Fe
01210 Mexico, D.F.
Mexico
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
A Shares, without par value (A Shares)
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New York Stock Exchange (for listing purposes only) |
B Shares, without par value (B Shares)
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New York Stock Exchange (for listing purposes only) |
L Shares, without par value (L Shares)
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New York Stock Exchange (for listing purposes only) |
Dividend Preferred Shares, without par value (D Shares)
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New York Stock Exchange (for listing purposes only) |
Global Depositary Shares (GDSs), each representing
five Ordinary Participation Certificates
(Certificados de Participación Ordinarios) (CPOs)
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New York Stock Exchange |
CPOs, each representing twenty-five A Shares, twenty-two
B Shares thirty-five L Shares and thirty-five D Shares
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New York Stock Exchange (for listing purposes only) |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None.
The number of outstanding shares of each of the issuers classes of capital or common stock as of
December 31, 2008 was:
111,778,295,865 A Shares
51,799,139,809 B Shares
82,407,664,201 L Shares
82,407,664,201 D Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes þ No o
If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). o Yes
o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
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U.S. GAAP o
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International Financial Reporting Standards as issued by
the International Accounting Standards Board o
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Other þ |
If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow. Item 17 o Item 18 þ
If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes o No þ
We publish our financial statements in accordance with Mexican Financial Reporting Standards
(Normas de Información Financiera), or Mexican FRS, which differ in some significant respects from
generally accepted accounting principles in the United States, or U.S. GAAP, and accounting
procedures adopted in other countries.
Unless otherwise indicated, (i) information included in this annual report is as of December
31, 2008 and (ii) references to Ps. or Pesos in this annual report are to Mexican Pesos and
references to Dollars, U.S. Dollars, U.S. dollars, $, or U.S.$ are to United States
dollars.
In
this Annual Report, we, us, our
or Company
refer to Grupo Televisa, S.A.B. and, where the context requires, its
consolidated entities. Group refers to Grupo Televisa,
S.A.B. and its consolidated entities.
Part I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Selected Financial Data
The following tables present our selected consolidated financial information as of and for
each of the periods indicated. This data is qualified in its entirety by reference to, and should
be read together with, our audited year-end financial statements. The following data for each of
the years ended December 31, 2004, 2005, 2006, 2007 and 2008 has been derived from our audited
year-end financial statements, including the consolidated balance sheets as of December 31, 2007
and 2008, the related consolidated statements of income and of changes in stockholders equity for
the years ended December 31, 2006, 2007 and 2008, the related consolidated statements of changes in
financial position for the years ended December 31, 2006 and 2007, and of cash flows for the year
ended December 31, 2008, and the accompanying notes appearing elsewhere in this annual report.
Beginning on January 1, 2008, we were no longer required by Mexican FRS to recognize the effects of
inflation in our financial statements. Accordingly, our financial information through December 31,
2007 is stated in Mexican Pesos in purchasing power as of December 31, 2007. The financial
information as of and for the year ended December 31, 2008 is not directly comparable to prior
periods due to the recognition of inflation effects in financial information in prior periods. Our
financial information for the year ended December 31, 2008 maintained the inflation adjustments
recognized in prior years in our consolidated stockholders equity, and the inflation-adjusted
amounts for nonmonetary assets and liabilities at December 31, 2007 became the accounting basis for
those assets and liabilities beginning on January 1, 2008 and for subsequent periods. The data
should also be read together with Operating and Financial Review and Prospects.
The exchange rate used in translating Pesos into U.S. Dollars in calculating the convenience
translations included in the following tables is determined by reference to the interbank free
market exchange rate, or the Interbank Rate, as reported by Banco Nacional de México, S.A., or
Banamex, as of December 31, 2008, which was Ps.13.8400 per U.S. Dollar. This annual report contains
translations of certain Peso amounts into U.S. Dollars at specified rates solely for the
convenience of the reader. The exchange rate translations contained in this annual report should
not be construed as representations that the Peso amounts actually represent the U.S. Dollar
amounts presented or that they could be converted into U.S. Dollars at the rate indicated.
Our year-end financial statements have been prepared in accordance with Mexican FRS, which
became effective on January 1, 2006, and differ in some significant respects from U.S. GAAP. Prior
to 2006, Mexican generally accepted accounting principles, or Mexican GAAP, were followed. The
adoption of Mexican FRS did not have a significant effect on our consolidated financial statements.
Note 23 to our year-end financial statements provides a description of the relevant differences
between Mexican FRS, the accounting and reporting standards used in Mexico as of December 31, 2008,
and U.S. GAAP as they relate to us, and a reconciliation to U.S. GAAP of net income and other items
for the years ended December 31, 2006, 2007 and 2008 and stockholders equity at December 31, 2007
and 2008. Any reconciliation to U.S. GAAP may reveal certain differences between our stockholders
equity, net income and other items as reported under Mexican FRS and U.S. GAAP. See Key
Information Risk Factors Risk Factors Related to Mexico Differences Between Mexican FRS
and U.S. GAAP May Have an Impact on the Presentation of Our Financial Information.
3
Effective December 2007, we began consolidating Letseb, S.A. de C.V. and Bestel USA, Inc.,
together, Bestel in accordance with Mexican FRS, and in June 2008 we began consolidating Cablemás,
S.A. de C.V., or Cablemás in accordance with Mexican FRS. Bestel and Cablemás are both under the
Cable and Telecom segment.
Beginning on September 30, 2008, we reported the Publishing Distribution segment under the
Other Businesses segment since this operation was no longer significant to our consolidated
financial statements taken as a whole. We have restated our segment results for the prior periods
to reflect this change in segment reporting.
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Year Ended December 31, |
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2004 |
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2005 |
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2006 |
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2007 |
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2008 |
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2008 |
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(Millions of Pesos or millions of U.S. Dollars)(1) |
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(Mexican GAAP/FRS) |
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Income Statement Data: |
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Net sales |
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Ps. |
32,704 |
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Ps. |
35,068 |
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Ps. |
39,358 |
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Ps. |
41,562 |
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Ps. |
47,972 |
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U.S. |
$3,466 |
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Operating income |
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9,547 |
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11,663 |
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14,266 |
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14,481 |
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15,128 |
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1,093 |
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Integral cost of financing, net(2) |
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1,691 |
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1,924 |
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1,141 |
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410 |
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831 |
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60 |
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Income from continuing operations |
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6,214 |
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8,330 |
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9,519 |
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9,018 |
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8,731 |
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631 |
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Cumulative effect of accounting change, net |
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(1,139 |
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(546 |
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Net income |
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4,815 |
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6,613 |
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8,909 |
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8,082 |
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7,804 |
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564 |
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Income from continuing operations per CPO(3) |
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2.04 |
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2.46 |
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3.07 |
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2.84 |
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2.77 |
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Net income per CPO(3) |
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1.66 |
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2.27 |
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3.07 |
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2.84 |
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2.77 |
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Weighted-average number of shares outstanding
(in millions)(3)(4) |
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345,206 |
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341,158 |
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339,776 |
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333,653 |
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329,580 |
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Cash dividend per CPO(3) |
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1.41 |
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1.49 |
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0.37 |
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1.50 |
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0.75 |
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Shares outstanding (in millions, at year end)(4) |
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341,638 |
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339,941 |
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337,782 |
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329,960 |
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328,393 |
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(U.S. GAAP)(5) |
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Income Statement Data: |
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Net sales |
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Ps. |
32,704 |
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Ps. |
35,068 |
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Ps. |
39,358 |
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Ps. |
41,562 |
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Ps. |
47,972 |
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U.S.$ |
3,466 |
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Operating income |
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8,746 |
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10,806 |
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14,068 |
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14,322 |
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14,673 |
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1,060 |
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Income from continuing operations |
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4,696 |
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7,368 |
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8,308 |
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8,233 |
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8,130 |
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587 |
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Net income |
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4,696 |
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7,368 |
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8,308 |
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8,233 |
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8,130 |
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587 |
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Income from continuing operations per CPO(3) |
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1.61 |
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2.44 |
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2.76 |
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2.86 |
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2.82 |
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Net income per CPO(3) |
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1.61 |
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2.44 |
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2.76 |
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2.86 |
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2.82 |
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Weighted-average number of shares outstanding
(in millions)(3)(4) |
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345,206 |
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341,158 |
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339,776 |
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333,653 |
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329,580 |
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Shares outstanding (in millions, at year end)(4) |
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341,638 |
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339,941 |
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337,782 |
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329,960 |
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328,393 |
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(Mexican GAAP/FRS) |
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Balance Sheet Data (end of year): |
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Cash and temporary investments |
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Ps. |
18,566 |
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Ps. |
15,955 |
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Ps. |
16,405 |
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Ps. |
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Ps. |
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U.S.$ |
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Cash and cash equivalents |
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25,480 |
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35,106 |
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2,537 |
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Temporary investments |
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1,825 |
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6,798 |
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491 |
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Total assets |
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82,469 |
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81,162 |
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86,186 |
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98,703 |
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122,852 |
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8,877 |
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Current portion of long-term debt and other
notes payable(6) |
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3,678 |
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367 |
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1,023 |
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489 |
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2,283 |
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165 |
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Long-term debt, net of current portion(7) |
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21,134 |
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19,581 |
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18,464 |
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25,307 |
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36,680 |
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2,650 |
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Customer deposits and advances |
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17,073 |
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19,484 |
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17,807 |
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19,810 |
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18,688 |
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1,350 |
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Capital stock issued |
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10,677 |
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10,677 |
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10,507 |
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10,268 |
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10,061 |
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727 |
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Total stockholders equity (including minority
interest) |
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30,796 |
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32,242 |
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38,015 |
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40,650 |
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47,252 |
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3,414 |
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(U.S. GAAP)(5) |
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Balance Sheet Data (end of year): |
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Cash and cash equivalents |
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Ps. |
17,746 |
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Ps. |
15,833 |
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Ps. |
15,461 |
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Ps. |
25,480 |
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Ps. |
33,583 |
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U.S.$ |
2,427 |
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Total assets |
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91,877 |
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88,724 |
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91,806 |
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103,728 |
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127,966 |
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9,246 |
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Current portion of long-term debt and other
notes payable(6) |
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3,678 |
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367 |
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1,023 |
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|
489 |
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2,283 |
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165 |
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Long-term debt, net of current portion(7) |
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21,134 |
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19,582 |
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18,464 |
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25,307 |
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36,680 |
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2,650 |
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Total stockholders equity (excluding minority
interest) |
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29,170 |
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30,589 |
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35,799 |
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36,580 |
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41,539 |
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3,001 |
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(Mexican FRS) |
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Cash Flow Data(14): |
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Net Cash provided by operating activities |
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Ps. |
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Ps. |
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Ps. |
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Ps. |
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Ps. |
22,258 |
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U.S.$ |
1,608 |
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Net Cash used for investing activities |
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(11,361 |
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(821 |
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Net Cash used for financing activities |
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(1,886 |
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(136 |
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Increase in cash and cash equivalents |
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9,143 |
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661 |
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(U.S. GAAP)(5) |
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Cash Flow Data: |
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Cash provided by operating activities |
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7,641 |
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10,478 |
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11,542 |
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12,107 |
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19,851 |
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1,434 |
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Cash (used for) provided by financing activities |
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(703 |
) |
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(9,412 |
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(3,088 |
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(1,395 |
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|
522 |
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38 |
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Cash used for investing activities |
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(673 |
) |
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(2,392 |
) |
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(8,216 |
) |
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(294 |
) |
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(12,884 |
) |
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(931 |
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(Mexican GAAP/FRS) |
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Other Financial Information: |
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Capital expenditures(8) |
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Ps. |
2,173 |
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Ps. |
2,849 |
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Ps. |
3,346 |
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Ps. |
3,878 |
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Ps. |
6,627 |
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U.S.$ |
479 |
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Other Data (unaudited): |
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Average prime time audience share (TV
broadcasting)(9) |
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68.9 |
% |
|
|
68.5 |
% |
|
|
69.5 |
% |
|
|
69.0 |
% |
|
|
71.2 |
% |
|
|
|
|
Average prime time rating (TV broadcasting)(9) |
|
|
36.7 |
|
|
|
36.5 |
|
|
|
35.5 |
|
|
|
33.4 |
|
|
|
35.2 |
|
|
|
|
|
Magazine circulation (millions of copies)(10) |
|
|
127 |
|
|
|
145 |
|
|
|
155 |
|
|
|
165 |
|
|
|
174 |
|
|
|
|
|
Number of employees (at year end) |
|
|
14,100 |
|
|
|
15,100 |
|
|
|
16,200 |
|
|
|
17,800 |
|
|
|
22,500 |
|
|
|
|
|
Number of Innova subscribers (in thousands at
year end)(11) |
|
|
1,003 |
|
|
|
1,251 |
|
|
|
1,430 |
|
|
|
1,585 |
|
|
|
1,760 |
|
|
|
|
|
Number of Cablevisión RGUs (in thousands at
year end)(12) |
|
|
381 |
|
|
|
475 |
|
|
|
583 |
|
|
|
695 |
|
|
|
844 |
|
|
|
|
|
Number of Cablemás RGUs (in thousands at year
end)(12)(13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,170 |
|
|
|
|
|
4
Notes to Selected Consolidated Financial Information:
(1) |
|
Except per Certificado de Participación Ordinario, or CPO, average
audience share, average rating, magazine circulation, employee,
subscriber, Revenue Generating Units, or RGUs, and registered user
data. Amounts in Mexican Pesos for the years ended December 31, 2004,
2005, 2006 and 2007 are stated in Mexican Pesos in purchasing power
as of December 31, 2007, in accordance with Mexican FRS. Beginning
on January 1, 2008, we discontinued recognizing the effects of
inflation in our financial information in accordance with Mexican
FRS. |
|
(2) |
|
Includes interest expense, interest income, foreign exchange gain or
loss, net, and through December 31, 2007, gain or loss from monetary
position. See Note 18 to our year-end financial statements. |
|
(3) |
|
For further analysis of income (loss) from continuing operations per
CPO and net income per CPO (as well as corresponding amounts per A
Share not traded as CPOs), see Note 20 (for the calculation under
Mexican FRS) and Note 23 (for the calculation under U.S. GAAP) to our
year-end financial statements. |
|
(4) |
|
As of December 31, 2004, 2005, 2006, 2007 and 2008, we had four
classes of common stock: A Shares, B Shares, D Shares and L Shares.
Our shares are publicly traded in Mexico, primarily in the form of
CPOs, each CPO representing 117 shares comprised of 25 A Shares, 22 B
Shares, 35 D Shares and 35 L Shares; and in the United States in the
form of GDSs, each GDS representing 5 CPOs. Before March 22, 2006,
each GDS represented 20 CPOs. |
|
|
|
The number of CPOs and shares issued and outstanding for financial
reporting purposes under Mexican GAAP/FRS and U.S. GAAP is different
than the number of CPOs issued and outstanding for legal purposes,
because under Mexican GAAP/FRS and U.S. GAAP shares owned by
subsidiaries and/or the trusts created to implement our Stock
Purchase Plan and our Long-Term Retention Plan are not considered
outstanding for financial reporting purposes. |
|
|
|
As of December 31, 2008, for legal purposes, there were approximately
2,438.1 million CPOs issued and outstanding, each of which was
represented by 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares,
and an additional number of approximately 58,926.6 million A Shares
and 2,357.2 million B Shares (not in the form of CPO units). See Note
12 to our year-end financial statements. |
|
(5) |
|
See Note 23 to our year-end financial statements. |
|
(6) |
|
See Note 8 to our year-end financial statements. |
|
(7) |
|
See Operating and Financial Review and Prospects Results of
Operations Liquidity, Foreign Exchange and Capital Resources
Indebtedness and Note 8 to our year-end financial statements. |
|
(8) |
|
Capital expenditures are those investments made by us in property,
plant and equipment, which amounts are first translated from Mexican
Pesos into U.S. Dollars, and the resulting aggregate U.S. Dollar
amount is then translated to Mexican Pesos at year-end exchange rate
for convenience purposes only; the aggregate amount of capital
expenditures in Mexican Pesos does not indicate the actual amounts
accounted for in our consolidated financial statements. |
|
(9) |
|
Average prime time audience share for a period refers to the
average daily prime time audience share for all of our networks and
stations during that period, and average prime time rating for a
period refers to the average daily rating for all of our networks and
stations during that period, each rating point representing one
percent of all television households. As used in this annual report,
prime time in Mexico is 4:00 p.m. to 11:00 p.m., seven days a week,
and weekday prime time is 7:00 p.m. to 11:00 p.m., Monday through
Friday. Data for all periods reflects the average prime time audience
share and ratings nationwide as published by the Mexican subsidiary
of the Brazilian Institute of Statistics and Public Opinion, or
Instituto Brasileño de Opinión Pública y Estadística, or IBOPE. The
Mexican subsidiary of IBOPE is referred to as IBOPE Mexico in this
annual report. For further information regarding audience share and
ratings information and IBOPE Mexico, see Information on the Company
Business Overview Television Television Broadcasting. |
5
(10) |
|
The figures set forth in this line item represent total circulation
of magazines that we publish independently and through joint ventures
and other arrangements and do not represent magazines distributed on
behalf of third parties. |
|
(11) |
|
Sky commenced operations in Mexico in 1996, and in Central America in
2007. The figures set forth in this line item represent the total
number of gross active residential and commercial subscribers for
Innova at the end of each year presented. For a description of
Innovas business and results of operations and financial condition,
see Information on the Company Business Overview DTH Joint
Ventures Mexico and Central America. Under Mexican GAAP,
effective January 1, 2001 and through March 31, 2004, we did not
recognize equity in results in respect of our investment in Innova in
our consolidated income statement, as we recognized equity in losses
of Innova up to the amount of our initial investment and subsequent
capital contributions in Innova. Since April 1, 2004, Innova has been consolidated
in our financial results. |
|
(12) |
|
An RGU is defined as an individual service subscriber who generates
recurring revenue under each service provided by Empresas
Cablevisión, S.A.B. de C.V., or Cablevisión and Cablemás (pay-TV,
broadband internet and digital telephony). For example, a single
subscriber paying for cable television, broadband internet and
digital telephony services represents three RGUs. We believe it is
appropriate to use the number of RGUs as a performance measure for
Cablevisión and Cablemás given that these businesses provide other
services in addition to pay-TV. See Operating and Financial Review
and Prospects Results of Operations Total Segment Results
Cable and Telecom and Information on the Company Business
Overview Cable and Telecom. |
|
(13) |
|
Beginning June 2008, we started to consolidate Cablemás, a
significant cable operator in Mexico, operating in 49 cities. |
|
(14) |
|
Through December 31, 2007, under Mexican FRS, the changes in
financial position for operating, financing and investing activities,
were presented through the statements of changes in financial
position. On January 1, 2008, Mexican FRS NIF B-2, Statement of Cash
Flows became effective on a prospective basis. Therefore, we have
included the new statement of cash flows for the year ended December
31, 2008. See Note 1 to our year-end financial statements for further
detail regarding this change. Due to the adoption of Mexican FRS NIF
B-2, Statement of Cash Flows, 2008 information is not directly
comparable to 2007 and prior years. The criteria for determining net
cash provided by, or used for, operating, investing and financing
activities under the new Mexican FRS NIF B-2, Statement of Cash
Flows is different from that used in prior years. |
6
Dividends
Decisions regarding the payment and amount of dividends are subject to approval by holders of
a majority of the A Shares and B Shares voting together, generally, but not necessarily, on the
recommendation of the Board of Directors, as well as a majority of the A Shares voting separately.
Emilio Azcárraga Jean indirectly controls the voting of the majority of the A Shares and, as a
result of such control, both the amount and the payment of dividends require his affirmative vote.
See Major Stockholders and Related Party Transactions The Major Stockholders. The amounts in
this section are presented in nominal historical figures and therefore have not been restated in
constant currency units due to a change in Mexican FRS whereby beginning on January 1, 2008 we were
no longer required to recognize the effects of inflation on our results. On March 25, 2004, our
Board of Directors approved a dividend policy under which we currently intend to pay an annual
regular dividend of Ps.0.35 per CPO. Also, on May 21, 2004, the Companys Board of Directors
approved a Ps.3,850.0 million cash distribution to stockholders, equivalent to Ps.1.219 per CPO,
which included the annual regular dividend of Ps.0.35 per CPO, that is the dividend corresponding
to the Series A and L shares and the cumulative preferred dividend corresponding to the Series D
shares. On February 22, 2005, our Board of Directors approved a cash distribution to stockholders,
equivalent to Ps.1.35 per CPO, equivalent to approximately Ps.4,250.0 million. On April 29, 2005,
at a general stockholders meeting, our stockholders approved the payment of an extraordinary
dividend of Ps.1.00 per CPO, which is in addition to our ordinary dividend of Ps.0.35 per CPO, for
a total dividend of Ps.1.35 per CPO. On April 28, 2006 at a general stockholders meeting, our
stockholders approved a cash distribution to stockholders for up to Ps.1,104 million, equivalent to
Ps.0.00299145 per share, or Ps.0.35 per CPO. On April 27, 2007, at a general stockholders meeting,
our stockholders approved a cash distribution to stockholders for up to Ps.4,401 million, which
includes the payment of an extraordinary dividend of Ps.1.10 per CPO, which is in addition to our
ordinary dividend of Ps.0.35 per CPO, for a total dividend of Ps.1.45 per CPO, equivalent to
Ps.0.01239316239 per share. On April 30, 2008, at a general stockholders meeting, our stockholders
approved a cash distribution to stockholders for up to Ps.2,276.3 million, which includes the
payment of an extraordinary dividend of Ps.0.40 per CPO, which is in addition to our ordinary
dividend of Ps.0.35 per CPO, for a total dividend of Ps.0.75 per CPO, equivalent to
Ps.0.00641025641 per share. On April 30, 2009, at a general stockholders meeting, our stockholders
approved a cash distribution to stockholders of up to Ps.5,204.6 million, which includes the
payment of an extraordinary dividend of Ps.1.40 per CPO, which is in addition to our ordinary
dividend of Ps.0.35 per CPO, for a total dividend of Ps.1.75 per CPO, equivalent to
Ps.0.014957264957 per share. All of the recommendations of the Board of Directors related to the
payment and amount of dividends were voted and approved at the applicable general stockholders
meetings. The agreements related to some of our outstanding indebtedness contain covenants that
restrict, among other things, the payment of dividends, under certain conditions.
7
Exchange Rate Information
Since 1991, Mexico has had a free market for foreign exchange and, since 1994, the Mexican
government has allowed the Peso to float freely against the U.S. Dollar. There can be no assurance
that the government will maintain its current policies with regard to the Peso or that the Peso
will not depreciate or appreciate significantly in the future.
The following table sets forth, for the periods indicated, the high, low, average and period
end Mexican Official FIX Rate, or FIX Rate, published by the Mexican Central Bank, expressed in
Pesos per U.S. Dollar. The rates have not been restated in constant currency units and therefore
represent nominal historical figures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
High |
|
|
Low |
|
|
Average(1) |
|
|
Period End |
|
2004 |
|
|
11.6328 |
|
|
|
10.8172 |
|
|
|
11.2871 |
|
|
|
11.1495 |
|
2005 |
|
|
11.4018 |
|
|
|
10.4097 |
|
|
|
10.8895 |
|
|
|
10.6344 |
|
2006 |
|
|
11.4809 |
|
|
|
10.4303 |
|
|
|
10.9034 |
|
|
|
10.8116 |
|
2007 |
|
|
11.2676 |
|
|
|
10.6639 |
|
|
|
10.9274 |
|
|
|
10.9157 |
|
2008 |
|
|
13.9183 |
|
|
|
9.9180 |
|
|
|
11.1455 |
|
|
|
13.8325 |
|
2009: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
14.3097 |
|
|
|
13.3458 |
|
|
|
13.8921 |
|
|
|
14.3097 |
|
February |
|
|
15.0698 |
|
|
|
14.1392 |
|
|
|
14.5966 |
|
|
|
15.0698 |
|
March |
|
|
15.3650 |
|
|
|
14.0502 |
|
|
|
14.6695 |
|
|
|
14.1517 |
|
April |
|
|
13.9108 |
|
|
|
13.0511 |
|
|
|
13.4367 |
|
|
|
13.8443 |
|
May |
|
|
13.3500 |
|
|
|
12.8695 |
|
|
|
13.1621 |
|
|
|
13.1667 |
|
June (through June 29) |
|
|
13.6507 |
|
|
|
13.1550 |
|
|
|
13.3499 |
|
|
|
13.1812 |
|
(1) |
|
Annual average rates reflect the average of the daily exchange rate during the relevant
period. |
The above rates may differ from the actual rates used in the preparation of the financial
statements and the other financial information appearing in this Form 20-F.
The Mexican economy has had balance of payment deficits and shortages in foreign exchange
reserves. While the Mexican government does not currently restrict the ability of Mexican or
foreign persons or entities to convert Pesos to U.S. Dollars, we cannot assure you that the Mexican
government will not institute restrictive exchange control policies in the future, as has occurred
from time to time in the past. To the extent that the Mexican government institutes restrictive
exchange control policies in the future, our ability to transfer or to convert Pesos into U.S.
Dollars and other currencies for the purpose of making timely payments of interest and principal of
indebtedness, as well as to obtain foreign programming and other goods, would be adversely
affected. See Key Information Risk Factors Risk Factors Related to Mexico Currency
Fluctuations or the Devaluation and Depreciation of the Peso Could Limit the Ability of Our Company
and Others to Convert Pesos into U.S. Dollars or Other Currencies, Which Could Adversely Affect Our
Business, Financial Condition or Results of Operations.
On June 29, 2009 the FIX Rate was Ps.13.1812 per U.S.$1.00.
8
Risk Factors
The following is a discussion of risks associated with our company and an investment in our
securities. Some of the risks of investing in our securities are general risks associated with
doing business in Mexico. Other risks are specific to our business. The discussion below contains
information, among other things, about the Mexican government and the Mexican economy obtained from
official statements of the Mexican government as well as other public sources. We have not
independently verified this information. Any of the following risks, if they actually occur, could
materially and adversely affect our business, financial condition, results of operations or the
price of our securities.
Risk Factors Related to Mexico
Economic and Political Developments in Mexico May Adversely Affect Our Business
Most of our operations and assets are located in Mexico. As a result, our financial condition,
results of operations and business may be affected by the general condition of the Mexican economy,
the devaluation of the Peso as compared to the U.S. Dollar, Mexican inflation, interest rates,
regulation, taxation, social instability and other political, social and economic developments in
or affecting Mexico over which we have no control.
Mexico Has Experienced and is Currently Experiencing Adverse Economic Conditions, Which Could have
a Negative Impact on Our Results of Operations and Financial Condition
Mexico has historically experienced uneven periods of economic growth. Mexican gross domestic
product, or GDP, increased 5.1%, 3.3% and 1.3% in 2006, 2007 and 2008, respectively. Mexican GDP
growth fell short of Mexican government estimates in 2008; however, according to Mexican
government estimates, Mexican GDP is expected to fall by approximately 4.35%. We cannot
assure you that these estimates will prove to be accurate.
The Mexican economy is currently in a recession. Mexico has been adversely affected by the
global economic crisis that started in the summer of 2007. The countrys main economic indicators
have been negatively affected, including a rise in unemployment, higher inflation and a devaluation
of the Peso against the U.S. dollar. This current global economic downturn and/or any future economic
downturn, including downturns in the United States, could affect our financial condition and
results of operations. We cannot predict what impact this crisis will have. For example, demand for
advertising may decrease both because consumers may reduce expenditures for our advertisers
products and because advertisers may reduce advertising expenditures and demand for publications,
cable television, DTH satellite services, pay-per-view programming, telecommunication services and
other services and products may decrease because consumers may find it difficult to pay for these
services and products.
More recently, Mexico was impacted by the H1N1 influenza crisis, which affected the Mexican
economy. Due to the increased amount of cases of this virus, the Mexican government closed all
public and private educational facilities across the country for two weeks and the Mexico City
government cancelled all economic activities in the city for almost one week. Among other
consequences, Mexicos tourism industry was materially affected. Even though Mexico successfully
overcame this health crisis, there is no way of anticipating how any additional outbreaks of the
influenza virus and/or any other health crises could affect the Mexican economy.
Developments in Other Emerging Market Countries or in the U.S. May Adversely Affect the Mexican
Economy, the Market Value of Our Securities and Our Results of Operations
The market value of securities of Mexican companies, the economic and political situation in
Mexico and our financial condition and results of operations are, to varying degrees, affected by
economic and market conditions in other emerging market countries and in the United States.
Although economic conditions in other emerging market countries and in the United States may differ
significantly from economic conditions in Mexico, investors reactions to developments in any of
these other countries may have an adverse effect on the market value or trading price of securities
of Mexican issuers, including our securities, or on our business. In recent years, for example,
prices of Mexican debt securities dropped substantially as a result
of developments in Russia, Asia, Brazil and the U.S.
Our operations, including the demand for our products or services, and the price of our
securities, have also historically been adversely affected by increases in interest rates in the
United States and elsewhere. Currently, the economic downturn in the United States has had a
significant adverse effect on the Mexican economy and other economies globally, which in turn,
could affect our financial condition and results of operations.
9
Our profitability is affected by numerous factors, including changes in viewing preferences,
priorities of advertisers and reductions in advertisers budgets. Historically, advertising in most
forms of media has correlated positively with the general condition of the economy and thus, is
subject to the risks that arise from adverse changes in domestic and global economic conditions,
consumer confidence and spending, which are currently experiencing a decline as a result of the
recession. The demand for our products and services in Mexico, the U.S. and in the other countries
in which we operate may be adversely affected by the tightening of credit markets and the
recession. As a global media company, we depend on the demand from customers in Mexico, the U.S.
and the other countries in which we operate, and reduced consumer spending that falls short of our
projections could adversely impact our revenues and profitability. Although Mexico, the U.S. and
other governments have taken steps to increase liquidity in the financial markets, there can be no
assurance that such measures will improve the overall business environment in which we operate and
we cannot predict the severity or duration of the recession or the impact the recession could have
on our results of operations and financial condition.
The Ongoing Uncertainty in Global Financial Markets Could Adversely Affect Our Financing Costs and
Exposure to Our Customers and Counterparties
The global financial markets continue to be unstable, and many companies have limited access
to funding. If access to credit tightens further and borrowing costs rise, our borrowing costs
could be adversely affected. Difficult financial markets may also adversely affect some of our
customers. In addition, we enter into derivative transactions with large financial institutions,
including contracts to hedge our exposure to interest rates and foreign exchange, and we could be
affected by severe financial difficulties faced by our counterparties.
Currency Fluctuations or the Devaluation and Depreciation of the Peso Could Limit the Ability of
Our Company and Others to Convert Pesos into U.S. Dollars or Other Currencies, Which Could
Adversely Affect Our Business, Financial Condition or Results of Operations
A significant portion of our indebtedness and a significant amount of our costs are U.S.
Dollar-denominated, while our revenues are primarily Peso-denominated. As a result, decreases in
the value of the Peso against the U.S. Dollar could cause us to incur foreign exchange losses,
which would reduce our net income.
Severe devaluation or depreciation of the Peso may also result in governmental intervention,
as has resulted in Argentina, or disruption of international foreign exchange markets. This may
limit our ability to transfer or convert Pesos into U.S. Dollars and other currencies for the
purpose of making timely payments of interest and principal on our indebtedness and adversely
affect our ability to obtain foreign programming and other imported goods. The Mexican economy has
suffered current account balance payment of deficits and shortages in foreign exchange reserves in
the past. While the Mexican government does not currently restrict, and for more than 15 years has
not restricted, the right or ability of Mexican or foreign persons or entities to convert Pesos
into U.S. Dollars or to transfer other currencies outside of Mexico, there can be no assurance that
the Mexican government will not institute restrictive exchange control policies in the future. To
the extent that the Mexican government institutes restrictive exchange control policies in the
future, our ability to transfer or convert Pesos into U.S. Dollars or other currencies for the
purpose of making timely payments of interest and principal on indebtedness, including the notes,
as well as to obtain imported goods would be adversely affected. Devaluation or depreciation of the
Peso against the U.S. Dollar or other currencies may also adversely affect U.S. Dollar or other
currency prices for our debt securities or the cost of imported goods.
High Inflation Rates in Mexico May Decrease Demand for Our Services While Increasing Our Costs
Mexico historically has experienced high levels of inflation, although the rates have been
lower in recent years. The annual rate of inflation, as measured by changes in the Mexican National
Consumer Price Index, or NCPI, was 4.1% for 2006, 3.8% in 2007, 6.5% in 2008 and is expected to be
less than 6% in 2009. An adverse change in the Mexican economy may have a negative impact on price
stability and result in higher inflation than its main trading
partners, including the U.S. High
inflation rates can adversely affect our business and results of operations in the following ways:
|
|
|
inflation can adversely affect consumer purchasing power, thereby adversely affecting
consumer and advertiser demand for our services and products; and |
|
|
|
|
to the extent inflation exceeds our price increases, our prices and revenues will be
adversely affected in real terms. |
10
High Interest Rates in Mexico Could Increase Our Financing Costs
Mexico historically has had, and may continue to have, high real and nominal interest rates.
The interest rates on 28-day Mexican government treasury securities averaged 7.2%, 7.2% and 7.7%
for 2006, 2007 and 2008, respectively. High interest rates in Mexico could increase our financing
costs and thereby impair our financial condition, results of operations and cash flow.
Political Events in Mexico Could Affect Mexican Economic Policy and Our Business, Financial
Condition and Results of Operations
The Mexican economy is in a recession mainly due to the global economic crisis. This
continuing weakness in the Mexican economy has slowed economic reform and progress.
The Mexican Congress is not controlled by any specific political party. Therefore, Felipe
Calderón Hinojosa and his party, the Partido Acción Nacional, or the National Action Party, have
faced opposition in Congress during the first two and a half years of Felipe Calderóns term.
Changes in laws, public policies and government programs may occur in the future. Such changes
may have a material adverse effect on the Mexican economic and political situation, which in turn,
may adversely affect our business, financial condition and results of operations.
National politicians are currently focused on federal and local elections to be held in early
July 2009, in which new members will be elected to the
Cámara de Diputados, or the Chamber of Representatives, local Congress of
some states, and Governors of six states, among other offices. The new members of Congress will
focus on important legal reforms, which have not been and may not be approved, including additional
labor reforms. See Existing Mexican Laws and Regulations
or Changes Thereto or the Imposition of New
Ones May Negatively Affect Our Operations and Revenue. The effects on the social and political
situation in Mexico could adversely affect the Mexican economy, including the stability of its
currency, which in turn, could have a material adverse effect on our business, financial condition
and results of operations, as well as market conditions and prices for our securities.
Mexican Antitrust Laws May Limit Our Ability to Expand Through Acquisitions or Joint Ventures
Mexicos
Ley Federal de Competencia Económica, or Mexicos Federal Antitrust Law, and related
regulations may affect some of our activities, including our ability to introduce new products and
services, enter into new or complementary businesses or joint ventures and complete acquisitions.
See Information on the Company Business Overview Investments Alvafig.
In addition, Mexicos Federal Antitrust Law and related regulations or conditions imposed by the
Comisión Federal de Competencia, or Mexican Antitrust Commission, may adversely affect our ability
to determine the rates we charge for our services and products or the manner in which we provide
our products or services. Approval of the Mexican Antitrust Commission, is required for us to
acquire certain businesses or enter into certain joint ventures. There can be no assurance that in
the future the Mexican Antitrust Commission will authorize certain acquisitions or joint ventures
related to our businesses, the denial of which may adversely affect our business strategy,
financial condition and results of operations.
Existing
Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively
Affect Our Operations and Revenue
Existing laws and regulations, including among others, tax laws, could be amended, the manner
in which laws and regulations are enforced or interpreted could change, and new laws or regulations
could be adopted. Such changes could materially adversely affect our operations and our revenue.
Certain
amendments to the existing Ley Federal de Radio y
Televisión, or Radio and Televison Law, and the Ley Federal de
Telecomunicaciones, or Telecommunications Law, have been enacted. In May 2006, several members of the Senate of the Mexican
Federal Congress filed a complaint before the Supreme Court of Justice of Mexico, seeking a
declaration that such amendments were unconstitutional and therefore null and void. This complaint
was resolved by the Supreme Court of Justice on June 5, 2007, declaring several provisions of the
amendments to the Radio and Television Law and to the Telecommunications Law
unconstitutional and therefore null and void. Among the provisions declared as unconstitutional by
the Supreme Court of Justice are the ones referred to in former Article 28 of the Radio and Television Law, pursuant to which holders of concessions had the ability to request
authorization to provide additional telecommunications services within the same spectrum covered by
a current concession without having to participate in a public bid to offer such services pursuant
to a concession and Article 16 of the Radio and Television Law, pursuant to which
concessions were granted for a fixed term of 20 years having the possibility to renew such
concessions by obtaining from the Secretaría de
Comunicaciones y Transportes, or SCT, a
certification of compliance with their obligations under the
concession. As a result of the Supreme Court of Justices ruling, once the transition to digital television and digital radio
broadcasting is completed, if we want to provide additional telecommunications services within the
same spectrum granted for digital television or digital radio broadcasting, respectively, we will
have to follow the provisions of Article 24 of the
Telecommunications Law to obtain the
concession therefor. Also, there is uncertainty as to how radio and television concessions will be
renewed in the future, since the Supreme Court of Justices ruling has resulted in requiring the renewal of the
concessions to be subject to a public bid process, with a right of preference over other
participating bidders given to the incumbent concessionnaire. Additionally, some members of the
Mexican Federal Congress have expressed their intent to propose a new Radio and Television Law,
which could affect, among other things, the framework for granting or renewing concessions.
11
In 2007, the Mexican Federal Congress published an amendment to the Political Constitution of
the United Mexican States, or Mexican Constitution, pursuant to which, among other things, the
Federal Electoral Institute (Instituto Federal Electoral, or IFE) has, during certain periods, the
exclusive right to manage and use the Official Television Broadcast Time and the Official Radio
Broadcast Time (jointly referred to in this annual report as Official Broadcast Time). For a
description of Official Television Broadcast Time and Official Radio Broadcast Time, see
Information on the Company Business Overview Business Strategy Maintaining our Leading
Position in the Mexican Television Market Advertising Sales Plan and Information on the
Company Business Overview Other Businesses Radio Stations. The IFE has the exclusive
right to use the Official Broadcast Time for its own purposes and for the use of political parties
in Mexico (as provided in the Mexican Constitution) for self promotion and, when applicable, to
promote their electoral campaigns during election day, pre-campaign and campaign periods (referred
to in this annual report as the Constitutional Amendment).
The IFE and the political parties must comply with certain requirements included in the
Constitutional Amendment for the use of Official Broadcast Time. During federal electoral periods,
the IFE will be granted, per the Constitutional Amendment, 48 minutes per day in each radio station
and television channel, to be used during pre-campaign periods in two and up to three minutes per
broadcast hour in each radio station and television channel, of which all the political parties
will be jointly entitled, to use one minute per broadcast hour. During campaign periods, at least
85% of the 48 minutes per day, shall be allocated among the political parties, and the remaining
15% may be used by the IFE for its own purposes. During non-electoral periods, the IFE will be
assigned with up to 12% of the Official Broadcast Time, half of which shall be allocated among the
political parties. In the event that local elections are held simultaneously with federal
elections, the broadcast time granted to the IFE shall be used for the federal and the local
elections. During any other local electoral periods, the allocation of broadcast time will be made
pursuant to the criteria established by the Constitutional Amendment and as such criteria is
reflected in applicable law.
In addition to the foregoing, pursuant to the Constitutional Amendment political parties are
forbidden to purchase or acquire advertising time directly or through third parties, from radio or
television stations; likewise, third parties shall not acquire advertising time from radio or
television stations for the broadcasting of advertisements which may influence the electoral
preferences of Mexican citizens, nor in favor or against political parties or candidates to offices
elected by popular vote.
We believe we have been operating our business in compliance with the provisions of the
Constitutional Amendment; however, we have filed legal actions contesting certain provisions of
such Constitutional Amendment.
At this time we are unable to determine whether the Constitutional Amendment has had an impact
on the results of our radio and television businesses and we are unable to predict, what impact, if
any the Constitutional Amendment may have on our operating results in the future. We cannot
predict the outcome of the legal actions brought by the Company against the Constitutional
Amendment. A decrease in paid advertising of the nature described above could lead to a decrease
in our television or radio revenues.
Article 15-A of the Ley del Seguro Social, Social Security Law, could materially adversely
affect our financial condition and results of operations. Such Article 15-A, as will be amended
once the amendments approved by the Mexican Congress are enacted, provides that a company that
obtains third party personnel services from personnel services providers and which receive such
personnel services in any of the companys premises is jointly bound to comply with the obligations
related to social security that have to be fulfilled by such personnel services providers for the
benefit of their respective employees. Such Article 15-A, as amended, will also establish the
obligation that the Company sends a list to the Instituto Mexicano del Seguro Social,
Social Security Mexican Institute, of all agreements entered into with personnel services
providers.
Differences Between Mexican FRS and U.S. GAAP May Have an Impact on the Presentation of Our
Financial Information
A principal objective of the securities laws of the United States, Mexico and other countries
is to promote full and fair disclosure of all material corporate information. However, there may be
less publicly available information about foreign issuers of securities listed in the United States
than is regularly published by or about domestic issuers of listed securities. In addition, our
financial statements are prepared in accordance with Mexican FRS, which differ from U.S. GAAP and
accounting procedures adopted in other countries in a number of respects. Thus, financial statements and reported earnings of Mexican
companies may differ from those of companies in other countries with the same financial
performance. We are required, however, to file an annual report on Form 20-F containing financial
statements reconciled to U.S. GAAP. See Note 23 to our financial statements for a description of
the principal differences between Mexican FRS and U.S. GAAP applicable to us. In addition, we do
not publish U.S. GAAP information in our interim financial results.
12
Risk Factors Related to Our Major Stockholders
Emilio Azcárraga Jean has Substantial Influence Over Our Management and the Interests of Mr.
Azcárraga Jean may Differ from Those of Other Stockholders
We have four classes of common stock: A Shares, B Shares, D Shares, and L Shares. Until June
17, 2009, approximately 45.6% of the outstanding A Shares, 2.7% of the outstanding B Shares, 2.8%
of the outstanding D Shares and 2.8% of the outstanding L Shares of our company were held through a
trust, or the Stockholder Trust, including shares in the form of CPOs. On June 17, 2009, the
Stockholder Trust was terminated and the shares and CPOs which were formerly held through such
trust, were delivered to the corresponding beneficiaries. The largest beneficiary of the
Stockholder Trust was a trust for the benefit of Emilio Azcárraga Jean. Such trust currently holds
44.2% of the outstanding A shares, 0.1% of the outstanding B shares, 0.1% of the outstanding D
shares and 0.1% of the outstanding L shares of the Company. As a result, Emilio Azcárraga Jean
controlled until June 17, 2009, the voting of the shares held through the Stockholder Trust, and
currently controls the vote of such shares through the Azcárraga Trust. The A Shares held through
the Azcárraga Trust constitute a majority of the A Shares whose holders are entitled to vote
because non-Mexican holders of CPOs and GDSs are not permitted by law to vote the underlying A
Shares. Accordingly, and so long as non-Mexicans own more than a minimal number of A Shares, Emilio
Azcárraga Jean will have the ability to direct the election of 11 out of 20 members of our Board,
as well as prevent certain actions by the stockholders, including the timing and payment of
dividends, if he so chooses. See Major Stockholders and Related Party Transactions The Major
Stockholders.
As Controlling Stockholder, Emilio Azcárraga Jean Will Have the Ability to Limit Our Ability to
Raise Capital, Which Would Require Us to Seek Other Financing Arrangements
Emilio Azcárraga Jean has the voting power to prevent us from raising money through equity
offerings. Mr. Azcárraga Jean has informed us that if we conduct a primary sale of our equity, he
would consider exercising his pre-emptive rights to purchase a sufficient number of additional A
Shares in order to maintain such power. In the event that Mr. Azcárraga Jean is unwilling to
subscribe for additional shares and/or prevents us from raising money through equity offerings, we
would need to raise money through a combination of debt or other forms of financing, which we may
not obtain, or if so, possibly not on favorable terms.
Risk Factors Related to Our Business
The Operation of Our Business May Be Terminated or Interrupted if the Mexican Government Does Not
Renew or Revokes Our Broadcast or Other Concessions
Under Mexican law, we need concessions from the SCT to broadcast our programming over our
television and radio stations, cable and DTH satellite systems and to provide telephony services.
In July 2004, in connection with the adoption of a release issued by the SCT for the transition to
digital television, all of our television concessions were renewed until 2021. The expiration dates
for the concessions for our radio stations range from 2015 to 2016 except for the concessions of 3
radio stations, which renewal applications were timely filed before the SCT but are still pending
due to the Supreme Courts ruling on the amendments to the Radio and Television Law. (See
Risk Factors Related to Mexico Existing Mexican
Laws and Regulations or Changes Thereto or the
Imposition of New Ones May Negatively Affect Our Operations and Revenue). We are unable to
predict when we will obtain the renewal to such concessions. The expiration dates of our Cable and
Telecommunications concessions range from 2013 to 2038 and our DTH concessions expire in 2020 and
2026. The expiration dates for the concessions for our telephone services range from 2018 to 2026.
Cablevisión obtained a telecommunications concession, which expires
in 2029, and its concession to transmit over-the-air UHF restricted
television channel 46 expires in 2010 (the Channel 46
Concession). We have filed for a renewal of the Channel 46
Concession and such renewal is currently pending. We are unable to
predict when we will obtain the renewal of such concession. In the past, the SCT has typically renewed the concessions of those concessionaires that comply
with the requisite procedures set forth for renewal under Mexican law and on the respective
concession title; however, in connection with our television and radio concessions, there is
uncertainty as to how radio and television concessions will be renewed in the future, since the
Supreme Court ruling has resulted in requiring the renewal of the concessions to be subject to a
public bid process, with a right of preference over other participating bidders given to the
incumbent concessionnaire.
Under
Mexican law, we need a permit, or Gaming Permit, from the Secretaría de Gobernación, or Mexican Ministry of
the Interior, to operate our gaming business. The operation of our gaming business may be
terminated or interrupted if the Mexican Government does not renew or
revokes our Gaming Permit. The Gaming Permit was granted to us on May 25, 2005 and the expiration date is May 24, 2030. We are
unable to predict if we will obtain a renewal of the Gaming Permit.
13
See
Risk Factors Related to Mexico Existing Mexican
Laws and Regulations or Changes Thereto or
the Imposition of New Ones May Negatively Affect Our Operations and Revenue.
We Face Competition in Each of Our Markets That We Expect Will Intensify
We face competition in all of our businesses, including television advertising and other media
businesses, as well as our strategic investments and joint ventures. In particular, we face
substantial competition from TV Azteca, S.A. de C.V., or TV Azteca. We expect increased competition
from Univision Communications, Inc., or Univision, as a result of the divestiture of our equity
interest in Univision and the termination of a certain participation agreement by and among
Televisa, Univision, certain principals of Univision, and Venevision, or the Participation
Agreement in connection with the acquisition of Univision by private equity investors. See
Information on the Company Business Overview Television Television Industry in Mexico
and Information on the Company Business Overview Television Television Broadcasting. In
addition, the entertainment and communications industries in which we operate are changing rapidly
because of evolving distribution technologies, including online and digital networks. Our principal
competitors in the gaming industry are Corporación Interamericana de Entretenimiento, S.A.B. de
C.V., or CIE, and Grupo Caliente S.A. de C.V., or Grupo Caliente.
The telecommunications industry in Mexico has become highly competitive and we face
significant competition. Cable operators, who were already authorized to provide bidirectional data
and internet broadband services and who have been recently authorized by the Mexican government to
also provide voice services, including Voice over Internet Protocol, or VoIP services, pose a risk
to us. As the cable operators telephony income may be seen as incremental revenue, the price
reduction and the vast coverage may prevent us from growing.
On October 2, 2006, the Mexican federal government enacted a new set of regulations known as
Convergence Regulations (Acuerdo de Convergencia de Servicios Fijos de Telefonía Local y Televisión
y/o Audio Restringidos que se Proporcionan a Través de Redes Públicas Alámbricas e Inalámbricas).
The Convergence Regulations allow certain concessionaires of
telecommunications services to provide
other services not included in their original concessions. Cable television providers may be
allowed to provide internet and telephone services if certain requirements and conditions are met.
In addition, telephone operators, such as Teléfonos de México, S.A.B. de C.V. or Telmex, may be
allowed to provide cable television services if certain requirements and conditions are met. We
believe that we may face significant competition from new entrants providing telephony services or
cable television services, including cable television providers and telephone operators. See
Information on the Company Business Overview Cable and Telecom.
In January 2007, the Mexican Federal Power Commission, or CFE (Comisión Federal de
Electricidad), obtained a concession from the Mexican government, through the SCT, to lease and
provide use of their power lines and infrastructure to telecommunications operators using a new
technology model known as power line communications, or PLC, and broadband over power lines
communications, or BPL. We believe that this action will result in a significant reduction in the
lease prices for infrastructure, as the CFE owns approximately 21,000 kilometers of power lines
that could be used to transmit voice, data and video. We are uncertain as to how the CFE
authorization to render these services could affect us, as well as the overall telecommunications
landscape in Mexico, as the CFE has not yet provided these services to telecommunications
operators. We are expecting a public bid for a pair of dark fibers within CFEs fiber-optic
infrastructure within the following months; both CFE and SCT have announced that they are working
together in order to define the technical conditions, the basis and process of the public bid, as
well as the type and scope of the corresponding agreement though there is no assurance that such
public bid will be held. We expect that we and our competitors will participate in the bidding
process, however there is no assurance that we will win such bid.
At the end of 2008, DISH, a new competitor in the DTH market, launched its services in Mexico.
We are uncertain as to how DISHs entry into the DTH market could affect our DTH business.
At the beginning of 2009, TV Azteca began offering HiTV, a television service which consists
of the transmission of digital television channels through the technology known as Digital
Terrestrial Television (DTT) in Mexico City and its metropolitan area using the radioelectric spectrum in the mirror
concessions granted to them pursuant to the release issued by the SCT for the transition to digital
television. HiTV currently offers approximately 20 channels and charges for the decoder box, a fact
which may constitute a pay television service. The SCT and the Mexican Federal Telecommunications
Commission, or Cofetel, are currently reviewing the legality of this service since the mirror
concessions should be used to replicate the analog channel signals. We are uncertain as to how this
service may affect our pay-TV business in the event it is considered legal. In addition, the
decoder box that TV Azteca is utilizing to allow viewers to access their HiTV channels also allows
the viewers access to the Companys digital over the air networks without the Companys permission.
14
Our future success will be affected by these changes, which we cannot predict. Consolidation
in the entertainment, telecommunications and broadcast industries could further intensify
competitive pressures. As the pay television, or pay-TV, market in Mexico matures, we expect to face competition from an increasing number of sources,
including emerging technologies that provide new services to pay-TV customers and require us to
make significant capital expenditures in new technologies and exclusive content. Developments may
limit our access to new distribution channels and exclusive content, may require us to make
significant capital expenditures in order to have access to new digital and other distribution
channels or may create additional competitive pressures on some or all of our businesses.
The Seasonal Nature of Our Business Affects Our Revenue and a Significant Reduction in Fourth
Quarter Net Sales Could Impact Our Results of Operations
Our business reflects seasonal patterns of advertising expenditures, which is common in the
television broadcast industry, as well as cyclical patterns in periodic events such as the World
Cup, the Olympic Games and political elections. We typically recognize a disproportionately large
percentage of our television broadcasting advertising net sales in the fourth quarter in connection
with the holiday shopping season. For example, in 2006, 2007 and 2008 we recognized 29.4%, 31.9%
and 31.3% respectively, of our net sales in the fourth quarter of the year. Accordingly, a
significant reduction in fourth quarter advertising revenue could adversely affect our business,
financial condition and results of operations.
Current Litigation We Are Engaged In With Univision May Affect Our Exploitation of Certain Internet
Rights in the United States
In May 2005, Televisa, S.A. de C.V. (Televisa), a subsidiary of the Company, filed a
complaint (which was subsequently amended) in the U.S. District Court for the Central District of
California (the Court), alleging that Univision breached the Program License Agreement (the
PLA), as amended, between Televisa Internacional, S.A. de C.V. and Univision, as well as the
December 19, 2001 letter agreement between Televisa and Univision relating to soccer broadcast
rights (the Soccer Agreement), among other claims (the District Court Action). Univision filed
related answers as well as related counterclaims against Televisa and the Company.
In 2006, Televisa filed a separate lawsuit in the Los Angeles Superior Court, State of
California seeking a judicial determination that on or after December 19, 2006, Televisa may
transmit or permit others to transmit any television programming into the United States from Mexico
by means of the Internet. That lawsuit was stayed based on the agreement of the parties to do so
(the Televisa Internet Claim).
In October 2006, Univision added a new counterclaim in the District Court Action for a
judicial declaration that on or after December 19, 2006, Televisa may not transmit or permit others
to transmit any television programming into the United States by means of the Internet (the
Univision Internet Counterclaim and jointly with the Televisa Internet Claim, the Internet
Claim).
On April 7, 2008, Univision dismissed without prejudice its counterclaims against Televisa
with the exception of its claim for recoupment of disputed royalty payments made to the Company
under protest and the Univision Internet Counterclaim.
On April 22, 2008, the Court in the District Court Action conducted the final pre-trial
conference during which the Court ordered that the trial of the Univision Internet Counterclaim be
bifurcated and tried by the Court after the conclusion of the jury trial regarding Televisas
claims and Univisions recoupment counterclaim.
After several continuances, the trial in the District Court Action commenced on January 6,
2009.
On January 22, 2009, the Company and Univision announced an amendment to the PLA. In
connection with this amendment, Televisa and Univision agreed to dismiss all claims in the District
Court Action with the exception of the Univision Internet Counterclaim. The amended PLA, which
runs through 2017, includes a simplified royalty calculation and is expected to result in increased
payments to the Company. Notwithstanding the foregoing, the Company cannot predict whether future
royalty payments will in fact increase. In addition, the Company recognized as income certain
payments from Univision that had previously been recorded as customer deposits and advances.
The Univision Internet Counterclaim was tried in a non-jury trial before the Hon. Philip S.
Gutierrez that commenced on June 9, 2009. A hearing for closing arguments before the Court is
scheduled for July 8, 2009.
We cannot predict how the outcome of this trial will affect our business relationship with
Univision with respect to Internet rights in the United States.
15
Televisa Does Not Maintain Complete Control Over the Operations of Innova
We own a 58.7% interest in Innova, our DTH joint venture in Mexico. The balance of Innovas
equity is indirectly owned by The DIRECTV Group, Inc., or DIRECTV (48% owned by Liberty) through
its subsidiaries DTH (Mexico) Investment, LTD, DIRECTV Latin America Holdings, Inc., or DIRECTV
Holdings, and DIRECTV Latin America LLC, or DTVLA. Although we hold a majority of Innovas equity,
DIRECTV has significant governance rights, including the right to block any transaction between us
and Innova. Accordingly, we do not have complete control over the operations of Innova. The credit
agreements entered into by Corporación Novavisión, S. de R.L. de C.V., a subsidiary of Innova, in
December 2007, contain covenants that restrict the ability of Innova to pay dividends and make
investments and other restricted payments.
In connection with a letter agreement entered into in October 2004, we and DIRECTV Holdings
entered into an agreement in February 2005 under which we acquired the right to buy additional
interests in Innova from DIRECTV Holdings, which was consummated on April 27, 2006, resulting in us
indirectly owning 58.7% of Innova and DIRECTV indirectly owning 41.3% of Innova. We paid
approximately U.S.$59 million for the additional equity stake in Innova. See Information on the
Company Business Overview DTH Joint Ventures.
We Have Evaluated the Possibility of Potential Losses in Innova in Case of Business Interruption
Due to the Loss of Transmission and Loss of the Use of Satellite Transponders, Which Would
Adversely Affect Our Net Income
Media and telecom companies, including Innova, rely on satellite transmissions to conduct
their day-to-day business. Any unforeseen and sudden loss of transmission or non-performance of the
satellite for Innova can cause huge losses to Innovas business. The unforeseen loss of
transmission may be caused due to the satellites loss of the orbital slot or the reduction in the
satellites functional life.
The size of the business interruption impact for Innova in the case of a satellite loss
exceeds the insurance we have acquired to cover this risk. In order to reduce
the possibility of financial consequences resulting from an unforeseen loss of transmission, Innova
has entered into an agreement to launch a backup satellite jointly with Sky Brasil Servicos Ltda.,
or Sky Brasil. We cannot predict the extent of losses to Innova in the case of current or new
satellite loss or the effectiveness of any alternative strategy.
Risk Factors Related to Our Securities
Any Actions Stockholders May Wish to Bring Concerning Our Bylaws or the CPO Trust Must Be Brought
in a Mexican Court
Our bylaws provide that you must bring any legal actions concerning our bylaws in courts
located in Mexico City. The trust agreement governing the CPOs provides that you must bring any
legal actions concerning the trust agreement in courts located in Mexico City. All parties to the
trust agreement governing the CPOs, including the holders of CPOs, have agreed to submit these
disputes only to Mexican courts.
Non-Mexicans May Not Hold A Shares, B Shares or D Shares Directly and Must Have Them Held in a
Trust at All Times
Non-Mexicans may not directly own A Shares, B Shares or D Shares, but may hold them indirectly
through a CPO trust, which will control the voting of the A Shares and B Shares. Under the terms of
the CPO Trust, as of December 2008, a non-Mexican holder of CPOs or GDSs may instruct the CPO
Trustee to request that we issue and deliver certificates representing each of the shares
underlying its CPOs so that the CPO Trustee may sell, to a third party entitled to hold the shares,
all of these shares and deliver to the holder any proceeds derived from the sale.
Non-Mexican Holders of Our Securities Forfeit Their Securities if They Invoke the Protection of
Their Government
Pursuant to Mexican law, our bylaws provide that non-Mexican holders of CPOs and GDSs may not
ask their government to interpose a claim against the Mexican government regarding their rights as
stockholders. If non-Mexican holders of CPOs and GDSs violate this provision of our bylaws, they
will automatically forfeit the A Shares, B Shares, L Shares and D Shares underlying their CPOs and
GDSs to the Mexican government.
16
Non-Mexican Holders of Our Securities Have Limited Voting Rights
Non-Mexican holders of GDSs are not entitled to vote the A Shares, B Shares and D Shares
underlying their securities. The L Shares underlying GDSs, the only series of our Shares that can
be voted by non-Mexican holders of GDSs, have limited voting rights. These limited voting rights
include the right to elect two directors and limited rights to vote on extraordinary corporate
actions, including the delisting of the L Shares and other actions which are adverse to the holders
of the L Shares. For a brief description of the circumstances under which holders of L Shares are
entitled to vote, see Additional Information Bylaws Voting Rights and Stockholders
Meetings.
Our Antitakeover Protections May Deter Potential Acquirors and May Depress Our Stock Price
Certain provisions of our bylaws could make it substantially more difficult for a third party
to acquire control of us. These provisions in our bylaws may discourage certain types of
transactions involving the acquisition of our securities. These provisions may also limit our
stockholders ability to approve transactions that may be in their best interests and discourage
transactions in which our stockholders might otherwise receive a premium for their Shares over the
then current market price, and could possibly adversely affect the trading volume in our equity
securities. As a result, these provisions may adversely affect the market price of our securities.
Holders of our securities who acquire Shares in violation of these provisions will not be able to
vote, or receive dividends, distributions or other rights in respect of, these securities and would
be obligated to pay us a penalty. For a description of these provisions, see Additional
Information Bylaws Antitakeover Protections.
GDS Holders May Face Disadvantages When Attempting to Exercise Voting Rights as Compared to Other
Holders of Our Securities
In situations where we request that The Bank of New York Mellon, the depositary, ask holders
for voting instructions, holders may instruct the depositary to exercise their voting rights, if
any, pertaining to the deposited securities underlying their GDSs. The depositary will attempt, to
the extent practical, to arrange to deliver voting materials to these holders. We cannot assure
holders of GDSs that they will receive the voting materials in time to ensure that they can
instruct the depositary how to vote the deposited securities underlying their GDSs, or that the
depositary will be able to forward those instructions and the appropriate proxy request to the CPO
Trustee in a timely manner. For stockholders meetings, if the depositary does not receive voting
instructions from holders of GDSs or does not forward such instructions and appropriate proxy
request in a timely manner, if requested in writing from us, it will provide a proxy to a
representative designated by us to exercise these voting rights. If no such written request is made
by us, the depositary will not represent or vote, attempt to represent or vote any right that
attaches to, or instruct the CPO Trustee to represent or vote, the shares underlying the CPOs in
the relevant meeting and, as a result, the underlying shares will be voted in the manner described
under Additional Information Bylaws Voting Rights and Stockholders Meetings Holders of
CPOs. For CPO Holders meetings, if the depositary does not timely receive instructions from a
Mexican or non-Mexican holder of GDSs as to the exercise of voting rights relating to the
underlying CPOs in the relevant CPO holders meeting, the depositary and the custodian will take
such actions as are necessary to cause such CPOs to be counted for purposes of satisfying
applicable quorum requirements and, unless we in our sole discretion have given prior written
notice to the depositary and the custodian to the contrary, vote them in the same manner as the
majority of the CPOs are voted at the relevant CPOs holders meeting.
This means that holders of GDSs may not be able to exercise their right to vote and there may
be nothing they can do if the deposited securities underlying their GDSs are not voted as they
request.
The Interests of Our GDS Holders Will Be Diluted if We Issue New Shares and These Holders Are
Unable to Exercise Preemptive Rights for Cash
Under Mexican law and our bylaws, our stockholders have preemptive rights. This means that in
the event that we issue new Shares for cash, our stockholders will have a right to subscribe the
number of Shares of the same series necessary to maintain their existing ownership percentage in
that series. U.S. holders of our GDSs cannot exercise their preemptive rights unless we register
any newly issued Shares under the Securities Act of 1933, as amended, or the Securities Act, or qualify for an
exemption from registration. If U.S. holders of GDSs cannot exercise their preemptive rights, the
interests of these holders will be diluted in the event that we issue new Shares for cash. We
intend to evaluate at the time of any offering of preemptive rights the costs and potential
liabilities associated with registering any additional Shares. We cannot assure you that we will
register under the Securities Act any new Shares that we issue for cash. In addition, although the
Deposit Agreement provides that the depositary may, after consultation with us, sell preemptive
rights in Mexico or elsewhere outside the U.S. and distribute the proceeds to holders of GDSs,
under current Mexican law these sales are not possible. See Directors, Senior Management and
Employees Long-Term Retention Plan and Additional Information Bylaws Preemptive Rights.
17
The Protections Afforded to Minority Stockholders in Mexico Are Different From Those in the U.S.
In accordance with the Ley del Mercado de Valores, or the Mexican Securities Market Law, as
amended, in December 2006 we amended our bylaws to increase the protections afforded to our
minority stockholders in an effort to try to ensure that our corporate governance procedures are
substantially similar to international standards. See Additional Information Mexican Securities
Market Law and Additional Information Bylaws Other Provisions Appraisal Rights and Other
Minority Protections. Notwithstanding these amendments, under Mexican law, the protections
afforded to minority stockholders are different from those in the U.S. In particular, the law
concerning fiduciary duties of directors is not well developed, there is no procedure for class
actions or stockholder derivative actions and there are different procedural requirements for
bringing stockholder lawsuits. As a result, in practice, it may be more difficult for our minority
stockholders to enforce their rights against us or our directors or major stockholders than it
would be for stockholders of a U.S. company.
The Mexican Securities Market Law provides additional protection to minority stockholders,
such as (i) providing stockholders of a public company representing 5% or more of the capital stock
of the public company, an action for liability against the members and secretary of the Board and
relevant management of the public company, and (ii) establishing additional responsibilities on the
audit committee in all issues that have or may have an effect on minority stockholders and their
interests in an issuer or its operations.
It May Be Difficult to Enforce Civil Liabilities Against Us or Our Directors, Executive Officers
and Controlling Persons
We are organized under the laws of Mexico. Substantially all of our directors, executive
officers and controlling persons reside outside the U.S., all or a significant portion of the
assets of our directors, executive officers and controlling persons, and substantially all of our
assets, are located outside of the U.S., and some of the parties named in this annual report also
reside outside of the U.S. As a result, it may be difficult for you to effect service of process
within the United States upon these persons or to enforce against them or us in U.S. courts
judgments predicated upon the civil liability provisions of the federal securities laws of the U.S.
We have been advised by our Mexican counsel, Mijares, Angoitia, Cortés y Fuentes, S.C., that there
is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated
solely on U.S. federal securities laws and as to the enforceability in Mexican courts of judgments
of U.S. courts obtained in actions predicated upon the civil liability provisions of U.S. federal
securities laws.
18
Forward-Looking Statements
This annual report and the documents incorporated by reference into this annual report contain
forward-looking statements. We may from time to time make forward-looking statements in periodic
reports to the Securities and Exchange Commission, or SEC, on Form 6-K, in annual report to
stockholders, in prospectuses, press releases and other written materials and in oral statements
made by our officers, directors or employees to analysts, institutional investors, representatives
of the media and others. Examples of these forward-looking statements include, but are not limited
to:
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projections of operating revenues, net income (loss), net income (loss) per CPO/share,
capital expenditures, dividends, capital structure or other financial items or ratios; |
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statements of our plans, objectives or goals, including those relating to anticipated
trends, competition, regulation and rates; |
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our current and future plans regarding our online and wireless content division, Televisa
Interactive Media, or TIM; |
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statements concerning our current and future plans regarding our investment in the
Spanish television channel Gestora de Inversiones Audiovisuales La Sexta, S.A., or La Sexta; |
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statements concerning our current and future plans regarding our gaming business; |
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statements concerning our current and future plans regarding the fixed telephony service
provided by Empresas Cablevisión, S.A.B. de C.V., or Cablevisión; |
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statements concerning our transactions with and/or litigation involving Univision; |
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statements concerning our series of transactions with DIRECTV, and News Corporation, or
News Corp.; |
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statements concerning our transactions with NBC Universals Telemundo Communications
Group, or Telemundo; |
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statements concerning our plans to build and launch a new transponder satellite; |
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statements about our acquisition of shares of companies owning the majority of the assets
of Bestel and Cablemás; |
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statements about our future economic performance or statements concerning general
economic, political or social conditions in the United Mexican States, or Mexico, or other
countries in which we operate or have investments; and |
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statements or assumptions underlying these statements. |
Words such as believe, anticipate, plan, expect, intend, target, estimate,
project, predict, forecast, guideline, may, should and similar words and expressions
are intended to identify forward-looking statements, but are not the exclusive means of identifying
these statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a
number of important factors could cause actual results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in these forward-looking statements.
These factors, some of which are discussed under Key Information Risk Factors, include
economic and political conditions and government policies in Mexico or elsewhere, inflation rates,
exchange rates, regulatory developments, customer demand and competition. We caution you that the
foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual
results to differ materially from those in forward-looking statements. You should evaluate any
statements made by us in light of these important factors.
Forward-looking statements speak only as of the date they are made, and we do not undertake
any obligation to update them in light of new information, future developments or other factors.
19
Item 4. Information on the Company
History and Development of the Company
Grupo Televisa, S.A.B. is a sociedad anónima bursátil, or limited liability stock corporation,
which was organized under the laws of Mexico in accordance with the Ley General de Sociedades
Mercantiles, or Mexican Companies Law. Grupo Televisa was incorporated under Public Deed Number
30,200, dated December 19, 1990, granted before Notary Public Number 73 of Mexico City, and
registered with the Public Registry of Commerce in Mexico City on Commercial Page (folio mercantil)
Number 142,164. Pursuant to the terms of our estatutos sociales, or bylaws, our corporate existence
continues through 2105. Our principal executive offices are located at Avenida Vasco de Quiroga,
No. 2000, Colonia Santa Fe, 01210 México, D.F., México. Our telephone number at that address is
(52) (55) 5261-2000.
Grupo Televisa, S.A.B., is the largest media company in the Spanish-speaking world and a major
participant in the international entertainment business. We operate broadcast channels in Mexico
and complement our network coverage through affiliated stations throughout the country. In 2008 our
broadcast television channels had an average sign-on to sign-off audience share of 72.3%. We
produce pay television channels with national and international feeds, which reach more than 21
million subscribers throughout Latin America, the United States, Canada, Europe and Asia Pacific.
We export our programs and formats to television networks around the world. In 2008, we exported
64,803 hours of programming to approximately 60 countries.
We believe we are the most important Spanish-language magazine publisher in the world, as
measured by circulation, with an annual circulation of approximately 174 million magazines
publishing 189 titles in approximately 20 countries.
We own 58.7% of Sky, a DTH satellite television provider in Mexico, Central America and the
Dominican Republic. We are also a shareholder in three Mexican cable companies, Cablevisión,
Cablemás, S.A. de C.V., or Cablemás and Televisión Internacional, S.A. de C.V., or TVI. We own
58.3% of Cablemás through our 99.99% participation in the capital stock of Alvafig, S.A. de C.V.,
or Alvafig, which holds an equity interest in Cablemás.
We also own Esmas.com, one of the leading digital entertainment web portals in Latin America,
a gaming business which includes bingo parlors, a 50% stake in a radio company that reaches 74% of
the Mexican population, a feature film production and distribution company, soccer teams and a
stadium in Mexico.
We also own an unconsolidated equity stake in La Sexta, a free-to-air television channel in
Spain, and in Operadora de Centros de Espectáculos, S.A. de C.V., or OCESA, one of the leading live
entertainment companies in Mexico.
Capital Expenditures
The table below sets forth our actual capital expenditures, investments and acquisitions for
the years ended December 31, 2006, 2007 and 2008 and our projected capital expenditures for the
year ended December 31, 2009. For a discussion of how we intend to fund our projected capital
expenditures, investments and acquisitions for 2009, as well as a more detailed description of our
capital expenditures, investments and acquisitions in prior years, see Operating and Financial
Review and Prospects Results of Operations Liquidity, Foreign Exchange and Capital Resources
Liquidity and Operating and Financial Review and Prospects Results of Operations
Liquidity, Foreign Exchange and Capital Resources Capital Expenditures, Acquisitions and
Investments, Distributions and Other Sources of Liquidity.
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Year Ended December 31,(1) |
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2006 |
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2007 |
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2008 |
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2009 |
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(Actual) |
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(Actual) |
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(Actual) |
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(Forecast) |
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(Millions of U.S. Dollars) |
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Capital expenditures(2) |
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U.S. |
$298.5 |
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U.S. |
$355.1 |
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U.S. |
$478.8 |
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U.S. |
$500.0 |
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La Sexta(3) |
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132.4 |
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89.9 |
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63.4 |
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57.8 |
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Other acquisitions and investments(4) |
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437.7 |
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416.2 |
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137.0 |
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Total capital expenditures and investments |
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U.S. |
$868.6 |
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U.S. |
$861.2 |
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U.S. |
$679.2 |
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U.S. |
$557.8 |
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(1) |
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Amounts in respect of some of the capital expenditures, investments
and acquisitions we made in 2006, 2007 and 2008 were paid for in
Mexican Pesos. These Mexican Peso amounts were translated into U.S.
Dollars at the Interbank Rate in effect on the dates on which a given
capital expenditure, investment or acquisition was made. As a result,
U.S. Dollar amounts presented in the table immediately above are not
comparable to: (i) data regarding capital expenditures set forth in
Key Information Selected Financial Data, which is presented in
Mexican Pesos and, in the case of data presented in U.S. Dollars, is
translated at a rate of Ps.13.84 to one U.S. Dollar, the Interbank
Rate as of December 31, 2008, and (ii) certain data regarding capital
expenditures set forth under Operating and Financial Review and
Prospects Results of Operations Liquidity, Foreign Exchange and
Capital Resources Capital Expenditures, Acquisitions and
Investments, Distributions and Other Sources of Liquidity. |
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(2) |
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Reflects capital expenditures for property, plant and equipment, as
well as general capital expenditures, in all periods presented. Also
includes U.S.$75.9 million in 2006, U.S.$78.7 million in 2007 and
U.S.$183.3 million in 2008 for the expansion and improvement of our
cable business; U.S.$91.2 million in 2006, U.S.$122.3 million in 2007
and U.S.$114.0 million in 2008 for the expansion and improvement of
our Sky segment and U.S.$22.5 million in 2006, U.S.$41.4 million in
2007 and U.S.$39.6 million in 2008 for our gaming business. |
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(3) |
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In 2006, 2007 and 2008 we made capital contributions related to our
40% interest in La Sexta in the amount of U.S.$132.4 million (104.6
million), U.S.$89.9 million (65.9 million) and U.S.$63.4 million
(44.4 million), respectively. |
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(4) |
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In the first quarter of 2006, we completed the acquisition of certain
operating assets, consisting primarily of trademarks, intellectual
property rights and other publishing assets owned by Editora Cinco,
S.A., or Editora Cinco, a publishing company in Mexico and Latin
America, for an aggregate amount of U.S.$15.0 million. In the second
quarter of 2006, we acquired part of the minority interest in Innova
that was formerly owned by Liberty Media International, Inc., or
Liberty Media, for an amount of U.S.$58.7 million to increase the
interest in our Sky business to 58.7%. In the fourth quarter of 2006,
we invested U.S.$258.0 million in long-term notes convertible into
99.99% of the equity of Alvafig, the holding company of a 49% interest
in the voting stock of Cablemás, a significant cable operator in
Mexico. In the second half of 2007, we acquired Editorial Atlántida, a
leading publishing company in Argentina for an aggregate amount of
U.S.$78.8 million. In the fourth quarter of 2007, we acquired the
majority of the assets of Bestel, a privately held, facilities-based
telecommunications business in Mexico for an amount of U.S.$256.0
million in cash plus an additional capital contribution of U.S.$69.0
million. In 2008, we invested: U.S.$100.0 million in an additional
issuance of long-term notes of Alvafig, which proceeds were used by
Alvafig to acquire shares representing approximately 11% of Cablemás
aggregate capital stock; U.S.$25.0 million in Spot Runner; and made
additional capital contributions in Volaris, our 25% interest in a
low-cost carrier airline in Mexico, in the amount of U.S.$12.0
million. |
In 2006, 2007 and 2008, we relied on a combination of operating revenues, borrowings and net
proceeds from dispositions to fund our capital expenditures, acquisitions and investments. We
expect to fund our capital expenditures in 2009, other than cash needs in connection with any
potential investments and acquisitions, through a combination of cash from operations and cash on
hand. We intend to finance our potential investments or acquisitions in 2009 through available cash
from operations, cash on hand and/or borrowings. The amount of borrowings required to fund these
cash needs in 2009 will depend upon the timing of cash payments from advertisers under our
advertising sales plan.
Business Overview
Grupo Televisa, S.A.B., is the largest media company in the Spanish-speaking world and a major
participant in the international entertainment business. We operate broadcast channels in Mexico
and complement our network coverage through affiliated stations throughout the country. In 2008 our
broadcast television channels had an average sign-on to sign-off audience share of 72.3%. We
produce pay television channels with national and international feeds, which reach subscribers
throughout Latin America, the United States, Canada, Europe and Asia Pacific. We export our
programs and formats to television networks around the world. In 2008, we exported 64,803 hours of
programming to approximately 60 countries.
We believe we are the most important Spanish-language magazine publisher in the world, as
measured by circulation, with an annual circulation of approximately 174 million magazines
publishing 189 titles in approximately 20 countries.
We own 58.7% of Sky, a DTH satellite television provider in Mexico, Central America and the
Dominican Republic. We are also a shareholder in three Mexican cable companies, Cablevisión,
Cablemás and TVI. We own 58.3% of Cablemás through our 99.99% participation in the capital stock of
Alvafig, which holds an equity interest in Cablemás.
We also own Esmas.com, one of the leading digital entertainment web portals in Latin America,
a gaming business which includes bingo parlors, a 50% stake in a radio company that reaches 74% of
the Mexican population, a feature film production and distribution company, soccer teams and a
stadium in Mexico.
We also own an unconsolidated equity stake in La Sexta, a free-to-air television channel in
Spain, and in OCESA, one of the leading live entertainment companies in Mexico.
21
Business Strategy
We intend to leverage our position as the largest media company in the Spanish-speaking world
to continue expanding our business while maintaining profitability and financial discipline. We
intend to do so by maintaining our leading position in the Mexican television market, by continuing
to produce high quality programming and by improving our sales and marketing efforts while
maintaining high operating margins. We have been able to withstand the economic downturn as well as
the depreciation of the Mexican Peso as a result, in part, of our cost cutting plan, which we put
into effect in the last quarter of 2008. For more information on our cost cutting plan see
Operating and Financial Review and Prospects.
By leveraging all our business segments and capitalizing on their synergies to extract maximum
value from our content, we also intend to continue expanding our pay-TV networks business,
increasing our international programming sales worldwide and strengthening our position in the
growing U.S.-Hispanic market. We also intend to continue developing and expanding Sky, our DTH
platform, strengthen our position in the cable and telecommunications industry, continue developing
our publishing business and become an important player in the gaming industry.
We intend to continue to expand our business by developing new business initiatives and/or
through business acquisitions and investments in Mexico, the United States and elsewhere.
Maintaining Our Leading Position in the Mexican Television Market
Continuing to Produce High Quality Programming. We aim to continue producing the type of high
quality television programming that has propelled many of our programs to the top of the national
ratings and audience share in Mexico. In 2007 and 2008, our networks aired 73% and 69%,
respectively, of the 200 most-watched television programs in Mexico, according to IBOPE Mexico. We
have launched a number of initiatives in creative development, program scheduling and on-air
promotion. These initiatives include improved production of our highly rated telenovelas, new
comedy and game show formats and the development of reality shows and new series. We have improved
our scheduling to be better aligned with viewer habits by demographic segment while improving
viewer retention through more dynamic on-air graphics and pacing. We have enhanced tune-in
promotion both in terms of creative content and strategic placement. In addition, we plan to
continue expanding and leveraging our exclusive Spanish-language video library, exclusive rights to
soccer games and other events, as well as cultural, musical and show business productions.
In April 2008, we began broadcasting more than 1,000 hours per year of Telemundos original
programming on Channel 9. We currently and through December 2011, pay Telemundo a fixed license
fee for the broadcast of Telemundos programming on our Channel
9 Network. Beginning January 2012,
we will pay Telemundo a license fee based on a percentage of all revenues generated from sales
related to Telemundo programming. In addition, later this year we will distribute, via Sky and
Cablevisión, a new pay television channel in Mexico produced by Telemundo principally featuring
Telemundo branded content. See Television Programming Foreign-Produced Programming. As a
result of the strategic alliance agreement entered into with NBC Universals Telemundo, we
distribute Telemundo content in Mexico on an exclusive basis across multiple platforms including
broadcast television, pay television and our emerging digital platforms. In October 2008, we
entered into license agreements to distribute Telemundos original content through digital and
wireless platforms in Mexico. As part of the agreements, Telemundo provides Televisa Telemundos
original content, including its highly popular telenovelas currently broadcast on Televisas
Channel 9, on all of Televisas digital platforms including: esmas.com, the leading entertainment
portal in Mexico; Tvolucion.com, our online video on demand streaming service;
and EsmasTv.com, our as aired online television service. Moreover, Televisa also offers mobile
wall papers, ring tones and text messaging services based on Telemundo branded content to mobile
phone subscribers in Mexico through Televisas mobile business unit Esmas Movil, the leading mobile
premium content provider in Mexico. The agreements complement and are part of the strategic
alliance to distribute Telemundos original content in Mexico across multiple platforms, including,
broadcast TV, PayTV and emerging digital platforms.
Improving Our Sales and Marketing Efforts. Over the past few years we have improved our
television broadcasting advertising sales strategy by: (i) introducing a cost per rating point
basis pricing system; (ii) implementing differentiated pricing by quarter, by channel and by time
of day; (iii) reorganizing our sales force into teams focusing on each of our divisions; (iv)
emphasizing a compensation policy for salespeople that is performance-based, with variable
commissions tied to year-end results for a larger portion of total compensation; and (v) continuing
to provide our customers with increased opportunities for product integration.
Maintaining High Operating Segment Income Margins. Our television broadcasting operating
segment income margin for 2007 and 2008 was 49.6% and 48.9%, respectively. We intend to continue
maintaining high television broadcasting operating segment income margins by increasing revenues
and controlling costs and expenses.
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Advertising Sales Plan. Our sales force is organized into separate teams, each of which
focuses on a particular segment of our business. We sell commercial time in two ways: upfront and
scatter basis. Advertisers that elect the upfront option lock in prices for the upcoming year,
regardless of future price changes. Advertisers that choose the upfront option make annual
prepayments, with cash or short-term notes, and are charged the lowest rates for their commercial
time, given the highest priority in schedule placement, and given a first option in advertising
during special programs. Scatter advertisers, or advertisers who choose not to make upfront
payments but rather advertise from time to time, risk both higher prices and lack of access to
choice commercial time slots. We sell advertising to our customers on a cost per rating point
basis. For a description of our advertising sales plan, see Operating and Financial Review and
Prospects Results of Operations Total Segment Results Advertising Rates and Sales.
We currently sell only a portion of our available television advertising time. We use a
portion of our television advertising time to satisfy our legal obligation to the Mexican
government to provide up to 18 minutes per day of our broadcast time between 6:00 a.m. and midnight
for public service announcements and 30 minutes per day for public programming (referred to in this
annual report as Official Television Broadcast Time), and our remaining available television
advertising time to promote, among other things, our television products. We sold approximately
63%, 59% and 62% of total available national advertising time on our networks during prime time
broadcasts in 2006, 2007 and 2008, respectively, and approximately 52%, 50% and 49% of total
available national advertising time during all time periods in 2006, 2007 and 2008, respectively.
See Operating and Financial Review and Prospects Results of Operations Total Segment Results
Television Broadcasting.
Continue Building Our Pay Television Platforms
DTH. We believe that Ku-band DTH satellite services offer an enhanced opportunity for
expansion of pay television services into cable households seeking to upgrade reception of our
broadcasting and in areas not currently serviced by operators of cable or multi-channel,
multi-point distribution services. We own a 58.7% interest in Innova, or Sky, our joint venture
with DIRECTV. Innova is a DTH company with services in Mexico, Central America and the Dominican
Republic with approximately 1.76 million subscribers, of which 128,900 were commercial subscribers
as of December 31, 2008.
In December 2007, Innova and Sky Brasil Servicos Ltda., or Sky Brasil, reached an agreement
with Intelsat Corporation and Intelsat LLC, to build and launch a new 24-transponder satellite,
IS-16, for which service will be dedicated to Sky and Sky Brasil over the satellites estimated
15-year life. The satellite will provide back up for both platforms, and will also double Skys
current capacity. Innova plans to use this extra capacity for High Definition, or HD, and other
value-added services. The satellite will be manufactured by Orbital Sciences Corporation and is
expected to launch in the first semester of 2010. For a description of our satellites, see
Property, Plant and Equipment Satellites.
The key components of our DTH strategy include:
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offering high quality programming, including rights to our four over-the-air broadcast
channels, exclusive broadcasts of sporting events, such as selected matches of the Mexican
Soccer League and the Spanish Soccer League, including La Liga and La Copa del Rey, the NFL
Sunday Ticket, NBA Pass, MLB Extra Innings, the NHL and the Golf Channel; |
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capitalizing on our relationship with DIRECTV and local operators in terms of technology,
distribution networks, infrastructure and cross-promotional opportunities; |
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capitalizing on the low penetration of pay-TV services in Mexico; |
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expanding our DTH services in Central America and the Caribbean; |
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providing superior digital Ku-band DTH satellite services and emphasizing customer
service quality; and |
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continuing to leverage our strengths and capabilities to develop new business
opportunities and expand through acquisitions. |
Pay Television Networks. Through our 14 pay-TV brands and 31 national and international feeds,
we reached more than 21 million subscribers throughout Latin America, the United States, Canada,
Europe and Asia Pacific in 2008. Our pay-TV channels include three music, four movie, and seven
variety and entertainment channels. Through TuTV, our joint venture with Univision, we distribute
five pay-TV channels within the United States. These channels, whose content includes film, music
and lifestyle programming, reached more than 1.8 million households in 2008.
23
Cable. We are a shareholder in three Mexican cable companies, Cablevisión, Cablemás and TVI.
With a subscriber base of over 590,690 cable television subscribers (all of which were digital
subscribers), as of December 31, 2008 and over 1.7 million homes passed as of December 31, 2008,
Cablevisión, the Mexico City cable system in which we own a 51% interest, is one of the most
important cable television operators in Mexico. Cablevisións strategy aims to increase its
subscriber base, average monthly revenues per subscriber and penetration rate by:
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continuing to offer high quality programming; |
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continuing to upgrade its existing cable network into a broadband bidirectional network; |
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maintaining its 100% digital service in order to stimulate new subscriptions,
substantially reduce piracy and offer new value-added services; |
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increasing the penetration of its high-speed and bidirectional internet access and other
multimedia services as well as providing a platform to offer internet protocol, or IP, and
telephony services; |
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continuing the roll out of digital set-top boxes and the roll out, which began in the
third quarter of 2005, of advanced digital set-top boxes which allow the transmission of
high definition programming and recording capability; and |
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continuing to leverage our strengths and capabilities to develop new business
opportunities and expand through acquisitions. |
Cablevisión has introduced a variety of new multimedia communications services over the past
few years, such as interactive television and other enhanced program services, including high-speed
internet access through cable modem as well as IP telephony. As of December 31, 2008, Cablevisión
had 199,731 cable modem customers compared to 145,973 at December 31, 2007. The growth we have
experienced in Cablevisión has been driven primarily by the conversion of our system from analog to
digital format. Accordingly, Cablevisión has concluded its plan to switch its analog subscriber
base to the digital service. In addition, Cablevisión introduced video on demand, or VOD, services
and, in May 2007 received governmental approval to introduce telephony services. On July 2, 2007,
Cablevisión began to offer IP telephony services in certain areas of Mexico City and as of December
31, 2008, it had 54,068 IP telephone lines in service. As of December 31, 2008, Cablevisión has
offered the service in every area in which its network is bidirectional.
As of May 2009, we owned 58.3% of the capital stock and 49% of the voting stock of Cablemás.
Cablemás operates in 49 cities. As of December 31, 2008, the Cablemás cable network served more
than 851,172 cable television subscribers, 242,708 high-speed internet subscribers and 76,112
IP-telephony lines, with approximately 2,512,570 homes passed. On August 8, 2007, the Mexican
Antitrust Commission authorized, subject to compliance with certain conditions, the conversion of
our long-term notes into 99.99% of the equity of Alvafig, and on December 11, 2007, after we
appealed the first decision of the Mexican Antitrust Commission, the conversion of our long-term
convertible notes into 99.99% of the equity of Alvafig was authorized subject to compliance with
certain new conditions. The initial two conditions that have already been met, and that going
forward must be complied with on a continuous basis, were to make available, subject to certain
conditions, our over the air channels to pay-TV operators on non-discriminatory terms (must
offer) and that our pay-TV platforms carry upon request and subject to certain conditions, over
the air channels operating in the same geographic zones where such pay-TV platforms provide their
services (must carry). There are other conditions that have been met and that have to be met,
which we are complying with on a timely basis, including the termination of the Stockholder Trust
which took place on June 17, 2009.
In March 2006, our subsidiary, Corporativo Vasco de Quiroga, S.A. de C.V. or CVQ, acquired a
50% interest in TVI. TVI is a telecommunications company offering pay television, data and voice
services in the metropolitan area of Monterrey and other areas in northern Mexico. As of December
31, 2008, TVI had 1,232,260 homes passed, served more than 226,400 cable television subscribers,
88,049 high-speed internet subscribers and 34,734 telephone lines.
CVQ notified the Mexican Antitrust Commission of its intent to acquire a 50% interest in TVI,
and after appealing the decision of such authority at the first stage of the process on February
23, 2007, the Mexican Antitrust Commission authorized the intended acquisition, subject to
compliance with certain conditions. We believe that as of this date, CVQ has complied on a regular
basis with all of such conditions. See Key Information Risk Factors Risk Factors Related to
Mexico Mexican Antitrust Laws May Limit Our Ability to Expand Through Acquisitions or Joint
Ventures.
24
Expanding Our Publishing Business
With a total annual circulation of approximately 174 million magazines during 2008, we believe
our subsidiary, Editorial Televisa, S.A. de C.V., or Editorial Televisa, is the most important
Spanish-speaking publishing company in the world in number of magazines distributed. Editorial
Televisa publishes 189 titles, some of which have different editions for each different market.
Among the 189 titles, 115 are wholly-owned and produced in-house and the remaining 74 titles are
licensed from world-renowned publishing houses, including the Spanish-language editions of some of
the most prestigious brands in the world. Editorial Televisa distributes its titles to
approximately 20 countries, including Mexico, the United States and countries throughout Latin
America. We believe that Editorial Televisa leads at least 18 of the 20 markets in which we compete
in terms of readership.
In the second half of 2007, we acquired Editorial Atlántida, a leading publishing company in
Argentina, for approximately U.S.$78.8 million. Editorial Atlántida publishes a total of 11
magazines and operates a book publishing business, interactive websites, and numerous
brand-extension projects.
During 2008, we launched three new titles, Gente y la Actualidad, a lifestyle and celebrity
magazine which is wholly-owned and Esquire, a mens lifestyle magazine, and Patito Feo, a
telenovela-themed magazine, which are licensed from third parties.
Increasing Our International Programming Sales Worldwide and Strengthening Our Position in the
Growing U.S.-Hispanic Market
We license our programs to television broadcasters and pay-TV providers in the United States,
Latin America, Asia, Europe and Africa. Excluding the United States, in 2008, we licensed 64,803
hours of programming in approximately 60 countries throughout the world. We intend to continue
exploring ways of expanding our international programming sales.
In November 2005, the government of Spain granted a concession for a nationwide free-to-air
analog television channel and two nationwide free-to-air digital television channels to La Sexta, a
consortium that includes Televisa, which holds a 40% equity interest therein; Grupo Arbol and the
Mediapro Group, which control a 51% equity interest, indirectly, through their interest in GAMP
Audiovisual, S.A., or GAMP; and as of November 2006, Gala Capital Market, S.L. or Gala, which holds
a 9% equity interest which it acquired from GAMP. La Sexta began broadcasting on March 27, 2006.
Through our investment in La Sexta, we believe we are able to capitalize on the size of Spains
advertising market, as well as the potential synergies between the countrys entertainment market
and our current markets. For a description of our arrangements with La Sexta, see Investments
La Sexta.
The U.S.-Hispanic population, estimated to be 46.9 million, or approximately 15.1% of the U.S.
population according to U.S. Census estimates published May 14, 2009, is currently one of the
fastest growing segments in the U.S. population, with the growth among Hispanics responsible for
half of the U.S. population gains between 2000 and 2008. The U.S. Census Bureau projects that the
Hispanic population will be approximately 21% of the U.S. population by the year 2025. Hispanics
are expected to account for U.S.$1.0 trillion of U.S. consumer spending, or 9.7% of the U.S. total
disposable income, by 2010, outpacing the expected growth in total U.S. consumer expenditures.
We intend to leverage our unique and exclusive content, media assets and long-term
associations with others to benefit from the growing demand for entertainment among the
U.S.-Hispanic population.
We supply television programming for the U.S.-Hispanic market through Univision, the leading
Spanish-language media company in the United States. During 2008, Televisa provided 39.3% of
Univision Networks non-repeat broadcast hours and 19.5% of TeleFutura Networks non-repeat
broadcast hours. In exchange for this programming, during 2006, 2007 and 2008, Univision paid
Televisa U.S.$126.9 million, U.S.$138.0 million and U.S.$146.5 million, respectively, in royalties.
For a description of our arrangements with Univision, see Univision.
In March 2007, at the closing of the acquisition of Univision, all of Televisas shares and
warrants in Univision were cancelled and converted into cash in an aggregate amount of U.S.$1,094.4
million. As a result of such conversion, we no longer hold an equity interest in Univision. We are
also no longer bound by the provisions of the Participation Agreement, except in the case that we
enter into certain transactions involving direct broadcast satellite or DTH satellite to the U.S.
market. The Participation Agreement had formerly restricted our ability to enter into certain
transactions involving Spanish-language television broadcasting and a Spanish-language television
network in the U.S. without first offering Univision the opportunity to acquire a 50% economic
interest. Subject to certain restrictions which may continue to bind Televisa by reason of the PLA,
and other limited exceptions, we can now engage in certain business opportunities in the growing
U.S. Hispanic marketplace relating to programming or otherwise without offering Univision
participation in such opportunities. See Univision.
25
We maintain a joint venture, TuTv, with Univision through which we operate and distribute a
suite of Spanish-language television channels for digital cable and satellite delivery in the
United States. In May 2003, TuTv entered into a five-year distribution agreement with DISH Network
Corporation, formerly EchoStar Communications Corporation, the third largest provider of Latino
pay-TV programming in the U.S., for three of the five existing channels. In October 2008, TuTv
extended this agreement through December 2012, and in relation to the extension launched the
Mexican regional music network Bandamax as well as one more channel for a total of four. TuTv
currently distributes five cable channels, including two movie channels and three channels
featuring music videos, celebrity lifestyle and interviews and entertainment news programming. In
2008, channels distributed by TuTv reached approximately 1.8 million subscribers through EchoStar
Communications Corporation, DIRECTV Puerto Rico, Cox, Time Warner and other smaller systems. See
" Univision.
Developing New Businesses and Expanding through Acquisitions
We plan to continue leveraging our strengths and capabilities to develop new business
opportunities and expand through acquisitions and investments in Mexico, the United States and
elsewhere. Any such acquisition or investment, which could be funded using cash on hand, our equity
securities and/or the issuance of debt securities, could be substantial in size.
In 2006, we launched our gaming business which consists of bingo and sports books halls, and a
national lottery. As of March 31, 2009, we had opened 23 bingo and sports books halls, under the
brand name Play City. We plan to continue opening bingo
and sports books halls over the course of the next four years, to
result in a total of 65. In addition, during 2007 we launched Multijuegos, an online lottery with
access to a nationwide network of approximately 5,000 electronic terminals. The bingo and sports
books halls and Multijuegos are operated under the Gaming Permit
obtained from the Mexican Ministry of the Interior, to establish, among other things, up to 65 bingo and sports books
halls and number draws throughout Mexico. In the first quarter of
2009, we negotiated an orderly termination of the existing contract with Scientific Games, our
technology partner for the operations of our online lottery business, and started negotiating new
agreements by which Multijuegos will obtain from Scientific Games a
license for the lottery software and all the electronic terminals,
communications equipment and hardware of the lottery system to
operate directly the same. We expect to enter into such new agreements during 2009.
In November 2006, we invested U.S.$258.0 million in long-term notes, convertible, at our
option and subject to regulatory approval, into 99.99% of the equity of Alvafig, the holding
company of a 49% interest in the voting stock of Cablemás. In February 2008, we invested U.S.$100.0
million in an additional issuance of long-term notes convertible into 99.99% of the equity of
Alvafig, which proceeds were used by Alvafig to increase its interest in Cablemás. On May 16,
2008, we converted all of the convertible long-term notes into 99.99% of the capital stock of
Alvafig. On February 20, 2009, Alvafig subscribed and paid 28,052,881
limited voting shares of Cablemás, for a consideration of
Ps.557,200,000. With this capital increase, Alvafig reached its
current ownership stock in Cablemás of 58.3%.
In December 2007, our indirect majority-owned subsidiary, Cablestar, S.A. de C.V., or
Cablestar, completed the acquisition of shares of companies owning the majority of the assets of
Bestel, a privately held, facilities-based telecommunications company in Mexico, for U.S.$256.0
million in cash plus an additional capital contribution of U.S.$69.0 million. In connection with
the financing of the acquisition of the majority of the assets of Bestel, Cablevisión, Cablemás and
TVI, which hold 69.2%, 15.4% and 15.4% of the equity stock of Cablestar, respectively, each entered
into five year term loan facilities for U.S.$225.0 million, U.S.$50.0 million and U.S.$50.0
million, respectively. Bestel focuses on providing data and long-distance services solutions to
carriers and other telecommunications service providers in both Mexico and the United States.
Bestel owns a fiber-optic network of approximately 8,000 kilometers that covers several important
cities and economic regions in Mexico and has direct crossing of its network into Dallas, Texas and
San Diego, California in the United States. This enables the company to provide connectivity
between the United States and Mexico.
We expect that in the future we may identify and evaluate opportunities for strategic
acquisitions of complementary businesses, technologies or companies. We may also consider joint
ventures and other collaborative projects and investments.
Television
Television Industry in Mexico
General. There are ten television stations operating in Mexico City and approximately 458
other television stations elsewhere in Mexico. Most of the stations outside of Mexico City
retransmit programming originating from the Mexico City stations. We own and operate four of the
ten television stations in Mexico City, Channels 2, 4, 5 and 9. These stations are affiliated with
220 repeater stations and 33 local stations outside of Mexico City. See Television
Broadcasting. We also own an English-language television station in Mexico on the California
border. Our major competitor, TV Azteca, owns and operates Channels 7 and 13 in Mexico City, which
we believe are affiliated with 85 and 93 stations, respectively, outside of Mexico City. Televisora
del Valle de Mexico, S.A. de C.V., or Televisora del Valle de México, owns the concession for CNI Channel 40, a UHF channel
that broadcasts throughout the Mexico City metropolitan area. The Mexican government currently
operates two stations in Mexico City, Channel 11, which has 9 repeater stations, and Channel 22.
There are also 20 independent stations outside of Mexico City which are unaffiliated with any other
stations. See Television Broadcasting.
26
We estimate that approximately 22.9 million Mexican households have television sets,
representing approximately 90.9% of the total households in Mexico as of December 31, 2008. We
believe that approximately 97.6% of all households in Mexico City and the surrounding area have
television sets.
Ratings and Audience Share. All television ratings and audience share information included in
this annual report relate to data supplied by IBOPE Mexico, a privately owned market research firm
based in Mexico City. IBOPE Mexico is one of the 15 global branch offices of IBOPE. IBOPE Mexico
conducts operations in Mexico City, Guadalajara, Monterrey and 25 other Mexican cities with a
population over 500,000, and the survey data provided in this annual report covers data collected
from national surveys. IBOPE Mexico reports that its television surveys have a margin of error of
plus or minus 5%.
As used in this annual report, audience share for a period means the number of television
sets tuned into a particular program as a percentage of the number of households watching
over-the-air television during that period without regard to the number of viewers. Rating for a
period refers to the number of television sets tuned into a particular program as a percentage of
the total number of all television households. Average audience share for a period refers to the
average daily audience share during that period, and average rating for a period refers to the
average daily rating during that period with each rating point representing one percent of all
television households. Prime time is 4:00 p.m. to 11:00 p.m., seven days a week, weekday prime
time is 7:00 p.m. to 11:00 p.m., Monday through Friday, and sign-on to sign-off is 6:00 a.m. to
midnight, seven days a week. The average ratings and average audience share for our television
networks and local affiliates and programs relate to conventional over-the-air television stations
only; cable services, multi-channel, multi-point distribution system and DTH satellite services,
videocassettes and video games are excluded.
Programming
Programming We Produce. We produce a significant part of the Spanish-language television
programming in the world. In 2006, 2007 and 2008, we produced approximately 64,700 hours, 68,800
hours and 72,900 hours, respectively, of programming for broadcast on our network stations and
through our cable operations and DTH satellite joint ventures, including programming produced by
our local stations.
We produce a variety of programs, including telenovelas, newscasts, situation comedies, game
shows, reality shows, childrens programs, comedy and variety programs, musical and cultural
events, movies and educational programming. Our telenovelas are broadcast either dubbed or
subtitled in a variety of languages throughout the world.
Our programming also includes broadcasts of special events and sports events in Mexico
promoted by us and others. Among the sports events that we broadcast are soccer games and
professional wrestling matches. See Other Businesses Sports and Show Business Promotions.
In 2006, we broadcast the 2006 FIFA World Cup. In 2007, we broadcast the 2007 FIFA under-20 World
Cup, certain matches of the CONCACAF Gold Cup, and the Copa America. In 2008, we broadcast the
2008 Olympic Games held in Beijing, China, and the 2008 FIFA Beach Soccer World Cup.
Our programming is produced primarily at our 29 studios in Mexico City. We also operate 18
fully equipped remote control units. Some of our local television stations also produce their own
programming. These local stations operate 42 studios and 36 fully equipped remote control units.
See Television Broadcasting Local Affiliates.
Foreign-Produced Programming. We license and broadcast television programs produced by third
parties outside Mexico. Most of this foreign programming is from the United States and includes
television series, movies and sports events, including coverage of Major League Baseball games and
National Football League games. Foreign-produced programming represented approximately 40%, 49% and
45% of the programming broadcast on our four television networks in 2006, 2007 and 2008,
respectively. A substantial majority of the foreign-produced programming aired on our networks was
dubbed into Spanish and was aired on Channels 4 and 5, with the remainder aired on Channel 9.
27
Talent Promotion. We operate Centro de Educación Artística, a school in Mexico City to develop
and train actors and technicians. We provide instruction free of charge, and a substantial number
of the actors appearing on our programs have attended the school. We also promote writers and
directors through a writers school as well as various contests and scholarships.
Television Broadcasting
We operate four television networks that can be viewed throughout Mexico on our affiliated
television stations through Channels 2, 4, 5 and 9 in Mexico City. The following table indicates
the total number of operating television stations in Mexico affiliated with each of our four
networks, as well as the total number of local affiliates, as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholly |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico City |
|
|
Wholly |
|
|
Majority |
|
|
Minority |
|
|
|
|
|
|
|
|
|
Anchor |
|
|
Owned |
|
|
Owned |
|
|
Owned |
|
|
Independent |
|
|
Total |
|
|
|
Stations |
|
|
Affiliates |
|
|
Affiliates |
|
|
Affiliates |
|
|
Affiliates |
|
|
Stations |
|
Channel 2 |
|
|
1 |
|
|
|
123 |
|
|
|
2 |
|
|
|
|
|
|
|
1 |
|
|
|
127 |
|
Channel 4 |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Channel 5 |
|
|
1 |
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
67 |
|
Channel 9 |
|
|
1 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
29 |
|
Subtotal |
|
|
4 |
|
|
|
199 |
|
|
|
2 |
|
|
|
|
|
|
|
19 |
|
|
|
224 |
|
Border Stations |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Local (Stations) Affiliates |
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
1 |
|
|
|
14 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4 |
|
|
|
218 |
|
|
|
2 |
|
|
|
1 |
|
|
|
33 |
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The programs shown on our networks are among the most watched television programs in Mexico.
Based on IBOPE Mexico surveys during 2006, 2007 and 2008, our networks aired 168, 146 and 137,
respectively, of the 200 most watched television programs throughout Mexico and produced 22, 16 and
17, respectively, of the 25 most watched television programs in Mexico. Most of the remaining top
25 programs in those periods were soccer games and special feature films that were aired on our
networks.
The following charts compare the average audience share and average ratings during prime time
hours, weekday prime time hours and from sign-on to sign-off hours, of our television networks as
measured by the national audience, from January 2006 through December 2008, shown on a bimonthly
basis.
28
Average Audience Share
January 2006 December 2008(1)
(1) Source: IBOPE Mexico national surveys.
Average Ratings
January 2006 December 2008(1)
(1) Source: IBOPE Mexico national surveys.
29
Channel 2 Network. Channel 2, which is known as El Canal de las Estrellas, or The Channel
of the Stars, together with its affiliated stations, is the leading television network in Mexico
and the leading Spanish-language television network in the world, as measured by the size of the
audience capable of receiving its signal. Channel 2s programming is broadcast 24 hours a day,
seven days a week, on 127 television stations located throughout Mexico. The affiliate stations
generally retransmit the programming and advertising transmitted to them by Channel 2 without
interruption. Such stations are referred to as repeater stations. We estimate that the Channel 2
Network reaches approximately 22.5 million households, representing 98.4% of the households with
television sets in Mexico. The Channel 2 Network accounted for a majority of our national
television advertising sales in each of 2006, 2007 and 2008.
According to the Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre or the National Policy for the Introduction of Terrestrial Digital Television Services in
Mexico dictated by the SCT, in May 2005, Mexico Citys Channel 2 obtained a license to transmit DTV
services on Channel 48 as its second channel throughout the transition period from analog to
digital television, which is estimated to end by the year 2021. Also, six repeaters of the Channel
2 Network located in Guadalajara, Monterrey, and four cities along the border with the United
States of America have obtained similar licenses. Since December 2005, these DTV stations have been
in place and fully operational.
The following table shows the average audience share of the Channel 2 Network during prime
time hours, weekday prime time hours and sign-on to sign-off hours for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006(1) |
|
|
2007(1) |
|
|
2008(1) |
|
Prime time hours |
|
|
32.8 |
% |
|
|
29.9 |
% |
|
|
34.1 |
% |
Weekday prime time hours |
|
|
37.3 |
% |
|
|
33.6 |
% |
|
|
38.3 |
% |
Sign-on to sign-off hours |
|
|
31.8 |
% |
|
|
29.7 |
% |
|
|
32.1 |
% |
(1) Source: IBOPE Mexico national surveys.
The Channel 2 Network targets the average Spanish-speaking family as its audience. Its
programs include soap operas (telenovelas), news, entertainment, comedy and variety programs,
movies, game shows, reality shows and sports. The telenovelas make up the bulk of the prime time
lineup and consist of romantic dramas that unfold over the course of 120 to 200 half-hour episodes.
Substantially all of Channel 2s programming is aired on a first-run basis and virtually all of it,
other than Spanish-language movies, is produced by us.
30
Channel 5 Network. In addition to its anchor station, Channel 5 is affiliated with 66 repeater
stations located throughout Mexico. We estimate that the Channel 5 Network reaches approximately 21
million households, representing approximately 91.8% of households with television sets in Mexico.
We believe that Channel 5 offers the best option to reach the 18-34 year old demographic, and we
have extended its reach into this key group by offering new content.
According to the Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre or the National Policy for the Introduction of Terrestrial Digital Television Services in
Mexico dictated by the SCT, in September 2005, Mexico Citys Channel 5 obtained a license to
transmit DTV services in Channel 50 as its second channel during the transition period estimated to
end by the year 2021. Also, two repeaters of the Channel 5 Network had obtained a similar license.
Since December 2005, these DTV stations have been in place and fully operational.
The following table shows the average audience share of the Channel 5 Network during prime
time hours, weekday prime time hours and sign-on to sign-off hours during the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006(1) |
|
|
2007(1) |
|
|
2008(1) |
|
Prime time hours |
|
|
16.9 |
% |
|
|
18.7 |
% |
|
|
18.1 |
% |
Weekday prime time hours |
|
|
14.9 |
% |
|
|
16.6 |
% |
|
|
16.1 |
% |
Sign-on to sign-off hours |
|
|
19.1 |
% |
|
|
20.6 |
% |
|
|
19.6 |
% |
(1) Source: IBOPE Mexico national surveys.
We believe that Channel 5 has positioned itself as the most innovative television channel in
Mexico with a combination of reality shows, sitcoms, dramas, movies, cartoons and other childrens
programming. The majority of Channel 5s programs are produced outside of Mexico, primarily in the
United States. Most of these programs are produced in English. In 2008, we aired 32 of the 50
top-rated movies.
Channel 4 Network. Channel 4 broadcasts in the Mexico City metropolitan area and, according to
our estimates, reaches over 5.2 million households, representing approximately 22.9% of television
households in Mexico in 2008. As described above, as part of our plan to attract medium-sized and
local Mexico City advertisers, we focused the reach of this network throughout Mexico and revised
the format of Channel 4 to create 4TV in an effort to target viewers in the Mexico City
metropolitan area. We currently sell local advertising time on 4TV to medium-sized and local
advertisers at rates comparable to those charged for advertising on local, non-television media,
such as radio, newspapers and billboards. However, by purchasing local advertising time on 4TV,
medium-sized and local advertisers are able to reach a wider audience than they would reach through
local, non-television media.
According to the Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre or the National Policy for the Introduction of Terrestrial Digital Television Services in
Mexico dictated by the SCT, in September 2005, Mexico Citys Channel 4 obtained a license to
transmit DTV services in Channel 49 as its second channel during the transition period estimated to
end by the year 2021. As of December 2005, this DTV station is installed and fully operational.
The following table shows the average audience share of the Channel 4 Network during prime
time hours, weekday prime time hours and sign-on to sign-off hours during the periods indicated,
including audience share for local stations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006(1) |
|
|
2007(1) |
|
|
2008(1) |
|
Prime time hours |
|
|
6.1 |
% |
|
|
7.3 |
% |
|
|
7.2 |
% |
Weekday prime time hours |
|
|
6.5 |
% |
|
|
8.1 |
% |
|
|
8.4 |
% |
Sign-on to sign-off hours |
|
|
7.5 |
% |
|
|
8.6 |
% |
|
|
9.0 |
% |
(1) Source: IBOPE Mexico national surveys.
31
4TV targets young adults and stay-at-home parents. Its programs consist primarily of news,
comedy, sports, and entertainment shows produced by us, as well as a late night home shopping
program, foreign-produced series, mini-series and movies, which are dubbed or subtitled in Spanish.
In an attempt to attract a larger share of the Mexico City television audience, in recent years,
4TV also began broadcasting two new local newscasts relating to the Mexico City metropolitan area.
Channel 9 Network. In addition to its anchor station, Channel 9 is affiliated with 28 repeater
stations, approximately 39% of which are located in central Mexico. We estimate that Channel 9
reaches approximately 16.6 million households, representing approximately 72.4% of households with
television sets in Mexico. Channel 9 broadcasts in 26 of the 27 cities other than Mexico City that
are covered by national surveys.
According to the Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre or the National Policy for the Introduction of Terrestrial Digital Television Services in
Mexico dictated by the SCT, in October 2006, Mexico Citys Channel 9 obtained a license to transmit
DTV services in Channel 44 as its second channel during the transition period estimated to end by
the year 2021. As of January 2007, this DTV station is in place and fully operational. Also, as
disclosed above, in April 2008, we began broadcasting Telemundos original programming on Channel
9.
The following table shows the average audience share of the Channel 9 Network during prime
time hours, weekday prime time hours and sign-on to sign-off hours during the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006(1) |
|
|
2007(1) |
|
|
2008(1) |
|
Prime time hours |
|
|
13.7 |
% |
|
|
13.1 |
% |
|
|
11.8 |
% |
Weekday prime time hours |
|
|
11.4 |
% |
|
|
10.7 |
% |
|
|
11.1 |
% |
Sign-on to sign-off hours |
|
|
12.6 |
% |
|
|
12.1 |
% |
|
|
11.7 |
% |
(1) Source: IBOPE Mexico national surveys.
The Channel 9 Network targets families as its audience. Its programs principally consist of
movies, sports, sitcoms, game shows, telenovelas produced by third
parties, news and re-runs of popular programs from Channel 2. In
April 2008, we began broadcasting more than 1,000 hours per year of
Telemundos original programming on Channel 9. See
Business Strategy Maintaining Our Leading Position in
the Mexican Television Market Continuing to Produce High
Quality Programming.
Local Affiliates. There are currently 33 local television stations affiliated with our
networks, of which 18 stations are wholly owned, one station is minority owned and 14 stations are
independent affiliated stations. These stations receive part of their programming from Channels 4
and 9. See Channel 4 Network. The remaining programs aired consist primarily of programs
licensed from our program library and locally produced programs. The locally produced programs
include news, game shows, musicals and other cultural programs and programs offering professional
advice. In 2006, 2007 and 2008, the local television stations owned by us produced 43,300 hours,
48,100 hours and 49,500 hours, respectively, of programming. Each of the local affiliates maintains
its own sales department and sells advertising time during broadcasts of programs that it produces
and/or licenses. Generally, we pay the affiliate stations that we do not wholly own a fixed
percentage of advertising sales for network affiliation.
According to the Política Nacional para la Introducción de los Servicios de Televisión Digital
Terrestre or the National Policy for the Introduction of Terrestrial Digital Television Services in
Mexico dictated by the SCT, six of the 18 local stations wholly owned have obtained licenses to
transmit DTV services in their service area during the transition period estimated to end by year
2021. These six DTV stations are in place and fully operational.
Border Stations. We currently own a television station on the Mexico/U.S. border that
broadcasts English-language programs. The station changed its affiliation effective August
1st, 2008, and became the CW affiliate for the San Diego market, under an affiliation
agreement with The CW Network LLC, or CW Network. The CW Network was formed as a joint venture
between Warner Bros. Entertainment and CBS Corporation. Our television station broadcasts under
renewable permits issued by the U.S. Federal Communications Commission, or FCC, to the station and
to the CW that authorize electronic cross-border programming transmissions. The station, XETV, is
licensed to Tijuana and serves the San Diego television market. XETV is operated through a station
operating agreement with Bay City Television, a U.S. corporation indirectly owned by Televisa.
XETVs FCC cross-border permit was renewed on June 30, 2008 for a five-year term expiring on June
30, 2013. The CWs cross-border FCC permit began on August 8, 2008 for a five-year term and will
expire on August 8, 2013.
32
Advertising Sales Plan. Our sales force is organized into separate teams, each of which
focuses on a particular segment of our business. We sell commercial time in two ways: upfront and
scatter basis. Advertisers that elect the upfront option lock in prices for the upcoming year,
regardless of future price changes. Advertisers that choose the upfront option make annual
prepayments, with cash or short-term notes, and are charged the lowest rates for their commercial
time, given the highest priority in schedule placement, and given a first option in advertising
during special programs. Scatter advertisers, or advertisers who choose not to make upfront
payments but rather advertise from time to time, risk both higher prices and lack of access to
choice commercial time slots. We sell advertising to our customers on a cost per rating point
basis. For a description of our advertising sales plan, see Operating and Financial Review and
Prospects Results of Operations Total Segment Results Advertising Rates and Sales.
We currently sell only a portion of our available television advertising time. We use a
portion of our television advertising time to satisfy our legal obligation to the Mexican
government to provide Official Television Broadcast Time, and our remaining available television
advertising time to promote, among other things, our television products. We sold approximately
63%, 59% and 62% of total available national advertising time on our networks during prime time
broadcasts in 2006, 2007 and 2008, respectively, and approximately 52%, 50% and 49% of total
available national advertising time during all time periods in 2006, 2007 and 2008, respectively.
See Operating and Financial Review and Prospects Results of Operations Total Segment Results
Television Broadcasting.
Pay Television Networks. We produce or license a suite of Spanish and English-language
television channels for pay-TV systems in Mexico, Latin America, the Caribbean, Asia, Europe, the
United States, Canada and Australia. These channels include programming such as general
entertainment, telenovelas, movies and music-related shows, interviews and videos. Some of the
programming included in these channels is produced by us while other programming is acquired or
commissioned from third parties. As of December 2008, we had over 21 million subscribers worldwide.
In 2006, 2007 and 2008, we produced approximately 10,100 hours, 10,100 hours and 13,200 hours,
respectively, of programming and videos, for broadcast on our pay-TV channels. The names and brands
of our channels include: Telehit, Ritmoson Latino, Bandamax, De Película, De Película Clásico,
Unicable, Cinema Golden Choice 1 & 2, Cinema Golden Choice Latinoamérica, Canal de Telenovelas,
American Network, Canal de las Estrellas Latinoamérica, Canal de las Estrellas Europa, Canal 2
Delay-2hrs and Clasico TV.
TuTv, which operates and distributes a suite of Spanish-language television channels in the
United States, began operations in the second quarter of 2003 and currently distributes five cable
channels, including two movie channels and three channels featuring music videos, celebrity
lifestyle and interviews and entertainment news programming. See Univision. In May 2003, TuTv
entered into a five-year distribution agreement with DISH Network Corporation, formerly EchoStar
Communications Corporation for three of the five existing channels. In October 2008, TuTv extended
this agreement through December 2012, and in relation to the extension launched the Mexican
regional music network Bandamax as well as one more channel for a total of four. See
Univision.
Programming Exports. We license our programs and our rights to programs produced by other
television broadcasters and pay-TV providers in the United States, Canada, Latin America, Asia,
Europe and Africa. We collect licensing fees based on the size of the market for which the license
is granted or on a percentage of the advertising sales generated from the programming. In addition
to the programming licensed to Univision, we licensed approximately 48,927 hours, 60,308 hours and
64,803 hours of programming in 2006, 2007 and 2008, respectively. See Univision and Operating
and Financial Review and Prospects Results of Operations Total Segment Results Programming
Exports. As of December 31, 2008, we had approximately 217,736 half-hours of television
programming in our library available for licensing.
Expansion of Programming Reach. Our programs can be seen in the United States, Canada, Latin
America, Asia, Europe and Africa. We intend to continue to expand our sales of Spanish-language
programming internationally through pay-TV services.
Publishing
We believe we are the most important publisher and distributor of magazines in Mexico, and of
Spanish-language magazines in the world, as measured by circulation.
With a total circulation of approximately 174 million copies in 2008, we publish 189 titles
that are distributed in approximately 20 countries, including the United States, Mexico, Colombia,
Chile, Venezuela, Puerto Rico, Argentina, Ecuador, Peru and Panama, among others. See Other
Businesses Publishing Distribution. Our main publications in Mexico include a weekly
entertainment and telenovelas magazine, TV y Novelas, Vanidades, a popular bi-weekly magazine for
women; Caras, a monthly leading lifestyle and socialite magazine; Eres, a bi-weekly magazine for teenagers; Conozca
Más, a monthly science and culture magazine; and Furia Musical, a bi-weekly musical magazine that
promotes principally Banda and Onda Grupera music performers. Our other main publications in Latin
America and the United States include Vanidades, TV y Novelas U.S.A. and Caras.
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We publish the Spanish-language edition of several magazines, including Cosmopolitan, Good
Housekeeping, Harpers Bazaar, Seventeen, and Popular Mechanics through a joint venture with Hearst
Communications, Inc.; PC Magazine and EGM Electronic Gaming Monthly, pursuant to a license
agreement with Ziff-Davis Media, Inc.; Maxim, pursuant to a license agreement with Alpha Media
Group, Inc.; Marie Claire, pursuant to a license agreement with Marie Claire Album; Mens Health
and Prevention, pursuant to a license agreement with Rodale Press, Inc.; ESPN Magazine pursuant to
a license agreement with ESPN Magazine, LLC; Sport Life and Automóvil Panamericano, as well as
other special editions of popular automotive magazines, through a joint venture with Motorpress
Iberica, S.A.; Muy Interesante and Padres e Hijos pursuant to a joint venture with GyJ España
Ediciones, S.L.C. en C.; Disney Princesas, Disney Winnie Pooh, Disney Hadas, Power Rangers and
W.I.T.C.H., pursuant to a license agreement with Disney Consumer Products Latin America, Inc. and
Nick pursuant to a license agreement with MTV Networks Latin America, Inc. We also publish a
Spanish-language edition of National Geographic and of National Geographic Kids in Latin America
and in the United States through a licensing agreement with National Geographic Society. In
addition, we publish a Spanish-language edition of OK! pursuant to a license agreement with
Northern & Shell Luxembourg Branch as well as several comics pursuant to a license agreement with
Marvel Characters, B.V.
During 2007, we acquired Editorial Atlántida, a leading publishing company in Argentina.
Editorial Atlántida publishes a total of 11 magazines and operates a book publishing business,
interactive websites, and numerous brand-extension projects.
During 2007, we launched five new titles, Cinemania, a monthly movies magazine, and Lola,
Erase Una Vez, a telenovela-themed magazine which are wholly-owned; the Spanish version of National
Geographic Traveler, pursuant to a license agreement with National Geographic Society, and the
Spanish language version of Womans Health and Runners World, pursuant to a license agreement with
Rodale, Inc. which are licensed from third parties. During 2008, we launched three new titles,
Gente y la Actualidad, a lifestyle and celebrity magazine which is wholly-owned and Esquire, a
mens lifestyle magazine, and Patito Feo, a telenovela-themed magazine, which are licensed from
third parties.
Cable and Telecom
Cablevisión
The Cable Television Industry in Mexico. Cable television offers multiple channels of
entertainment, news and informational programs to subscribers who pay a monthly fee. These fees are
based on the package of channels they receive. See Digital Cable Television Services.
According to Mexicos cable television trade organization, Cámara Nacional de la Industria de
Televisión por Cable, or CANITEC, there were approximately 1,250 cable concessions in Mexico as of
December 31, 2008, serving approximately 4.5 million subscribers.
Mexico City Cable System. We own a 51% interest in Cablevisión, one of the most important
cable television operators in Mexico, which provides cable television services to subscribers in
Mexico City and surrounding areas. See Note 24 to our year-end
financial statements. As of December 31, 2008, Cablevisión had over 590,690 cable
television subscribers all of which were digital subscribers. CPOs, each representing two series A
shares and one series B share of Cablevisión, are traded on the Mexican Stock Exchange under the
ticker symbol CABLE.
Digital Cable Television Services. Cablevisión was the first multi-system operator in Mexico
to offer an on-screen interactive programming guide, video on demand, high definition channels as
well as Motorola and TiVo® DVR services throughout Mexico City. Along with its digital cable
service, Cablevisión also offers high speed internet and a competitive digital telephone service in
a 100% bundled portfolio. Through its world class network, Cablevisión is able to distribute high
quality video content, unique video services, last generation interactivity with Cablevisión On
Demand, 1080i high definition, impulse and order pay-per-view, a-la-carte programming, among other
products and services, with added value features and premium solutions for consumers. Cablevisións
100% digital cable service offers five main programming packages ranging in price from Ps.289.00 to
Ps.635.00 (VAT included), which as of June 30, 2009 include up to 274 linear channels: 197 video
channels (this comprises 10 over-the-air channels, Fox, ESPN, CNN International, HBO, Disney
Channel, TNT, and others), 56 audio channels and 21 pay-per-view channels.
Pay-Per-View Channels. Cablevisión currently offers 21 pay-per-view cable television channels
in each of its digital service packages. Pay-per-view channels show films and special events
programs, including sports and musical events.
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Cablevisión Television Revenues. Cablevisións revenues are generated from subscriptions for
its cable services and from sales of advertising to local and national advertisers. Subscriber
revenues come from monthly service and rental fees, and to a lesser extent, one-time installation
fees. Its current monthly service fees range in price from Ps.289.00 to Ps.635.00. See Digital
Cable Television Services. The Mexican government does not currently regulate the rates
Cablevisión charges for its basic and digital premium service packages, although we cannot assure
you that the Mexican government will not regulate Cablevisións rates in the future. If the SCT
were to determine that the size and nature of Cablevisións market presence was significant enough
so as to have an anti-competitive effect, then the SCT could regulate the rates Cablevisión charges
for its various services.
Cablevisión Television Initiatives. Cablevisión plans to continue offering the following
multimedia communications services to its subscribers:
|
|
|
enhanced programming services, including video games, video on demand, high definition,
impulse pay per view; |
|
|
|
Broadband internet services; and |
In May 2007, Cablevisión received a concession to offer fixed telephony services through its
network. On July 2, 2007, Cablevisión began to offer IP telephony services in certain areas of
Mexico City and by the end of 2008 offered the service in every area in which its network is
bidirectional, which represents 82% of its total network.
In order to provide these multimedia communications services, Cablevisión requires a cable
network with bi-directional capability operating at a speed of at least 750 MHz and a digital
set-top box. In order to provide these new services, Cablevisión is in the process of upgrading its
existing cable network. Cablevisións cable network currently consists of more than 12,000
kilometers with over 1,699,996 million homes passed. In 2008, Cablevisión expanded its network by
over 869 kilometers. As of December 31, 2008, 16.53% of Cablevisións network runs at least at 450
MHz, approximately 7.82% of Cablevisións network runs at least at 550 MHz, approximately 17.36% of
Cablevisións network runs at least at 750 MHz, approximately 51.51% runs at least at 870 MHz,
approximately 6.77% of Cablevisións network runs at least at 1 GHz, and approximately 82% of
Cablevisións network has bidirectional capability.
Cablemás.
Cablemás Cable System. As of May 2009, we owned 58.3% of the capital stock and 49% of the
voting stock of Cablemás. Cablemás operates in 49 cities. As of December 31, 2008, the Cablemás
cable network served more than 851,172 cable television subscribers, 242,708 high-speed internet
subscribers and 76,112 IP-telephony lines, with approximately 2,512,570 homes passed.
As of March 31, 2009 Cablemás cable network consisted of 15,935 kilometers of cable. Cablemás
is in the final stage of converting its existing cable network into a broadband bidirectional
network, operating from 550MHz to 860MHz with the ability to transmit video, data and voice at
high-speeds. Currently, 85% of Cablemás cable network has bidirectional capability, of which 92%
was operating at or greater than 550 MHz and 79% was operating at or greater than 750 MHz.
Cablemás Revenues. Cablemás has experienced strong organic growth due to successful
implementation of its business strategy, introduction of new products and
services and wide acceptance of its bundling offerings.
Cablemás overall strategy is to increase its penetration levels in each of its markets,
through greater value-added services in pay TV, in its active participation in the consolidation of
the industry, and through the continued and successful roll-out of Triple-Play services. Cablemás
considers itself one of the fastest growing cable television companies in Mexico. Its installed
network and its access to subscribers homes provide opportunities to achieve sales of
inter-related services, including video, data (internet) and telephony, as demand for value-added
packages develops.
Cablemás investments to increase its networks bandwidth and make them bidirectional have
allowed it to provide additional products which have enhanced its product offerings. These include:
|
|
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Digital signal, Video-on-Demand, and high-definition programming among others, for cable
television |
|
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Broadband internet services; and |
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These additional products have allowed Cablemás to increase the average revenue generated per
subscriber at no substantial incremental cost and at an economic advantage to consumers.
Cablemás Services. Since its beginning as a cable system concessionaire Cablemás has grown to
offer cable television services, high-speed internet access and telephony services. Currently,
Cablemás offers four types of video packages to its customers, which include: Minibasic
(U.S.$10), Basic (U.S.$26), Superbasic (U.S.$36) and Premium (basic or superbasic rate plus
up to U.S.$20). Cablemás packages include up to 80 video channels. In addition to the above,
Cablemás offers high speed internet services ranging from 128 kbps (U.S.$17) to 2 Mbps (U.S.$50)
and telephony services, which are offered in 100 minute packages (U.S.$14) up to 1400 minute
packages (U.S.$46).
TVI. In March 2006, our subsidiary CVQ acquired a 50% interest in TVI, a telecommunications
company offering pay television, data and voice services in the metropolitan area of Monterrey and
other areas in northern Mexico. Under the terms of the Purchase Agreement, we paid Ps.798.3
million, substantially in cash and additional purchase price adjustments. These purchase price
adjustments were for Ps.19.3 million in the second quarter of 2006, Ps.19.2 million in the first
quarter of 2007 and Ps.19.4 million in the first quarter of 2008. No additional purchase price
adjustments are required under the agreement. In addition, as part of the agreement, we agreed to
provide funding to TVI in the form of a loan in the nominal amount of Ps. 240.6 million, which has
been converted into capital stock. The ownership structure of TVI was not changed after the
capitalization of the loan.
As of December 31, 2008, TVI had 1,232,260 homes passed, served more than 226,400 cable
television subscribers, 88,049 high-speed internet subscribers and 34,734 telephone lines.
CVQ notified the Mexican Antitrust Commission of its intent to acquire a 50% interest in TVI,
and after appealing the decision of such authority at the first stage of the process on February
23, 2007, the Mexican Antitrust Commission authorized the intended acquisition, subject to
compliance with certain conditions. We believe that as of the date of this annual report, CVQ has
complied on a regular basis with all of such conditions. See Key Information Risk Factors
Risk Factors Related to Mexico Mexican Antitrust Laws May Limit Our Ability to Expand Through
Acquisitions or Joint Ventures.
Bestel. In December 2007, our indirect majority-owned subsidiary, Cablestar, completed the
acquisition of shares of companies owning the majority of the assets of Bestel, a privately held,
facilities-based telecommunications company in Mexico, for U.S.$256.0 million in cash plus an
additional capital contribution of U.S.$69.0 million. In connection with the financing of the
acquisition of the majority of the assets of Bestel, Cablevisión, Cablemás and TVI, which hold
69.2%, 15.4% and 15.4% of the equity stock of Cablestar, respectively, each entered into five year
term loan facilities for U.S.$225.0 million, U.S.$50.0 million and U.S.$50.0 million, respectively.
Bestel focuses on providing data and long-distance services solutions to carriers and other
telecommunications service providers in both Mexico and the United States. Bestel owns a
fiber-optic network of approximately 8,000 kilometers that covers several important cities and
economic regions in Mexico and has direct crossing of its network into Dallas, Texas and San Diego,
California in the United States. This enables the company to provide connectivity between the
United States and Mexico.
Other Businesses
Publishing Distribution. We estimate that we distribute approximately 50%, in terms of volume,
of the magazines circulated in Mexico through our subsidiary, Distribuidora Intermex, S.A. de C.V.,
or Intermex. We believe that our distribution network reaches over 300 million Spanish-speaking
people in approximately 20 countries, including Mexico, Colombia, Chile, Argentina, Ecuador, Peru
and Panama. We also estimate that our distribution network reaches over 25,000 points of sale in
Mexico and over 75,000 points of sale outside of Mexico. We also own publishing distribution
operations in six countries. Our publications are also sold in the United States, the Caribbean and
elsewhere through independent distributors. In 2007 and 2008, 70.7% and 63.9%, respectively, of the
publications distributed by our company were published by our Publishing division. In addition, our
distribution network sells a number of publications published by joint ventures and independent
publishers, as well as DVDs, calling cards and other consumer products.
Televisa Interactive Media. TIM is the Companys online and wireless content division. This
venture includes Esmas, our Spanish-language horizontal internet portal; Esmas Móvil, our wireless
value added service unit; Gyggs, our social networking site; Tvolucion.com, Televisas online video
on demand streaming service; EsmasTV.com, Televisas as aired online TV service; and Esmas Player,
our media business unit that operates our music on demand, video on demand, live TV and media
manager for our users. TIM leverages Televisas and third party premium and extensive
Spanish-language content, including news, sports, business, music and entertainment, editorials,
life and style, technology, culture, shopping, health, kids and an opinion survey channel, and
offers a variety of services, including search engines, chat forums, recruitment services and news
bulletins.
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With
a wide range of content channels, online and mobile services, and
with an average of approximately 259
million page views per month and more than 18 million monthly unique users in 2008, we believe that
TIM has positioned itself as one of the leading digital entertainment portals in Mexico and
Hispanic territories. Currently, 73% of TIMs page views come from Mexico and the rest comes from
the U.S. and Latin America.
In October 2008, we entered into license agreements to distribute Telemundos original content
through digital and wireless platforms in Mexico. As part of the agreements, Telemundo provides
Televisa original content, including its highly popular telenovelas currently broadcast on
Televisas Channel 9, on all of Televisas digital platforms including: esmas.com. Moreover,
Televisa also offers mobile wall papers, ring tones and text messaging services based on Telemundo
branded content to mobile phone subscribers in Mexico through Televisas mobile business unit Esmas
Movil, the leading mobile premium content cell phone provider in Mexico. The agreements complement
and are part of the strategic alliance to distribute Telemundos original content in Mexico across
multiple platforms, including, broadcast TV, PayTV and emerging digital platforms.
In connection with the series of agreements we entered into with Univision in December 2001,
as described under Univision, we amended the previous PLA such that, for a five-year period
ending in December 2006, we agreed to limit our rights to transmit over the internet our
programming to which Univision had television rights in the United States. For a description of
current litigation we filed against Univision relating to our rights with respect to internet
distribution, see Key Information Risk Factors Risk Factors Related to Our Business
Current Litigation We Are Engaged In With Univision May Affect Our Exploitation of Certain Internet
Rights in the United States.
Since April 2004, Esmas.com has been offering premium content service to mobile phones while
leveraging the cell phone networks in Mexico, the U.S., Latin America and Spain. Esmas.com sent
more than 157 million premium messages to more than approximately 7 million mobile phone users per
year in 4 years of operation. The offered service consists of text information of sports, news,
events, sweepstakes, contests, downloading of photos and ring tones. We believe that due to the
Mexican publics affinity for the high quality and wide range of Televisas programming content,
Esmas.com has become one of the leading Premium Short Message Service, or PSMS, content providers
in Mexico and in Latin America.
Sports and Show Business Promotions. We actively promote a wide variety of sports events and
cultural, musical and other entertainment productions in Mexico. Most of these events and
productions are broadcast on our television stations, cable television system, radio stations and
DTH satellite services. See Television Programming, Cable and Telecom Digital Cable
Television Services, Cable and Telecom Pay-Per-View Channels, Radio Stations, and
DTH Joint Ventures Mexico and Central America.
Soccer. We have title to some of Mexicos professional soccer teams. These teams currently
play in the Mexican First Division and are among the most popular and successful teams in Mexico.
Each team plays two 17 game regular seasons per year. The best teams of each regular season engage
in post-season championship play.
We own the Azteca Stadium which has a seating capacity of approximately 105,000 people. Azteca
Stadium has hosted two World Cup Soccer Championships. In addition, América and the Mexican
National Soccer team generally play their home games at this stadium. We have exclusive rights to
broadcast the home games of certain Mexican First Division soccer teams.
Promotions. We promote a wide variety of concerts and other shows, including beauty pageants,
song festivals and nightclub shows of popular Mexican and international artists.
Feature Film Production and Distribution. We produce first-run Spanish-language feature films,
some of which are among Mexicos top films based on box office receipts. We co-produced zero
feature films in 2006, four in 2007 and four in 2008. We have previously established co-production
arrangements with Mexican film production companies, as well as with major international companies
such as Miravista, Warner Bros., Plural Entertainment and Lions Gate Films. We will continue to
consider entering into co-production arrangements with third parties in the future, although no
assurance can be given in this regard.
We distribute our films to Mexican movie theaters and later release them on video for
broadcast on cable and network television. In 2005 and 2006, we released two and two, respectively,
of our feature films through movie theaters, including La Última Noche and Puños Rosas and in 2008
we released two feature films through movie theaters. We also distribute our feature films outside
of Mexico.
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We distribute feature films produced by non-Mexican producers in Mexico. Under an agreement
with Warner Bros. which we extended in 2007 until December 31, 2009, we are the exclusive
distributor in Mexico of feature films produced by Warner Bros. In 2006, 2007, 2008 and up to March
2009 we distributed 40, 49, 43 and 13 feature films, respectively, including several U.S. box
office hits. We also distribute independently produced non-Mexican and Mexican films in Mexico, the
United States and Latin America.
At December 31, 2008, we owned or had rights to approximately 790 Spanish-language films and
187 movies on video titles. Many of these films and titles have been shown on our television
networks, cable system and DTH services.
Gaming
Business. In May 2005, we obtained the Gaming Permit
from the Mexican Ministry of the Interior
and in 2006 we launched our gaming business. As of March 31, 2009, we had 23 bingo and sports books
halls open and operating under the brand name Play City.
We plan to continue opening bingo and sports books halls over the
course of the next four years, to result in a total of 65. In addition, in 2007 we
launched Multijuegos, an online lottery with access to a nationwide network of approximately 5,000
electronic terminals. Our principal competitors in the gaming industry are, with respect to bingo
and sports books halls, CIE and Grupo Caliente and, with respect to Multijuegos, the governmental
lotteries of Pronósticos and Lotería Nacional. In the first quarter of 2009, we negotiated an
orderly termination of the existing contract with Scientific Games, our technology partner for the
operations of our online lottery business, and started negotiating new agreements by which
Multijuegos will obtain from Scientific Games a license for the
lottery software and all the electronic terminals, communications
equipment and hardware of the lottery system to operate directly the
same. We expect to enter into such new agreements during 2009.
Radio Stations. Our radio business, Sistema Radiópolis, S.A. de C.V., or Radiópolis, is
operated under a joint venture with Grupo Prisa, S.A., a leading Spanish communications group.
Under this joint venture, we hold a controlling 50% full voting stake in this subsidiary and we
have the right to appoint the majority of the members of the joint ventures board of directors.
Except in the case of matters that require unanimous board and/or stockholder approval, such as
extraordinary corporate transactions, the removal of directors and the amendment of the joint
ventures organizational documents, among others, we control the outcome of most matters that
require board of directors and/or stockholder approval. We also have the right to appoint
Radiópoliss Chief Financial Officer. The election of Radiópoliss Chief Executive Officer requires
a unanimous vote from the joint ventures board of directors.
Radiópolis owns and operates 17 radio stations in Mexico, including three AM and three FM
radio stations in Mexico City, five AM and two FM radio stations in Guadalajara, one AM station in
Monterrey, one FM radio station in Mexicali, one AM station in San Luis Potosí and one AM station
in Veracruz. Some Radiópolis stations transmit powerful signals which reach beyond the market areas
they serve. For example, XEW-AM and XEWA-AM transmit signals that under certain conditions may
reach the southern part of the United States. XEW-AM may also reach most of southern Mexico. In
June 2004, Radiópolis entered into an agreement with Radiorama, S.A. de C.V., or Radiorama, one of
Mexicos leading radio networks, which added 41 affiliate stations (22 AM and 19 FM) to Radiópolis
existing network, expanding its total network, including owned and operated and affiliate stations,
to 102 stations (including 11 combination stations). After giving effect to the transaction with
Radiorama, we estimate that Radiópolis radio stations reach 55 cities in Mexico. Our programs
aired through our radio stations network reach approximately 74% percent of Mexicos population. We
plan to continue to explore ways to expand the reach of our radio programming and advertising
through affiliations with third parties and through acquisitions.
According to Investigadores Internacionales Asociados, S.C., or INRA, in 2006, 2007 and 2008,
XEW-AM ranked, on average, eighth, tenth and thirteenth, respectively, among the 34 stations in the
Mexico City metropolitan area AM market, XEQ-FM, ranked, on average, sixth, seventh and sixth,
respectively, among the 29 stations in the Mexico City metropolitan area FM market, and XEBA
ranked, on average, first, second and second, respectively, among 26 stations in the Guadalajara
City metropolitan FM market. INRA conducts daily door-to-door and automobiles interviews in the
Mexico City metropolitan area to determine radio listeners preferences. Outside Mexico City, INRA
conducts periodic surveys. We believe that no other independent surveys of this nature are
routinely conducted in Mexico.
Our radio stations use various program formats, which target specific audiences and
advertisers, and cross-promote the talent, content and programming of many of our other businesses,
including television, sports and news. We produce some of Mexicos top-rated radio formats,
including W Radio (News-talk), Estadio W (Sports), Ke Buena (Mexican music), 40 Principales (Pop
music) and Besame Radio (Spanish ballads). W Radio, Ke Buena and 40 Principales formats are also
broadcast through the internet.
The successful exclusive radio broadcasting of the 2006 Soccer World Cup and 2008 Olympic
Games placed Radiópolis among the highest rating sports-broadcasting radio stations in Mexico.
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During the last four years, Radiópolis has organized 16 massive live musical events with
leading artists in both musical formats, gathering a record attendance of approximately 175,000
people during the last two events, which were performed at the Estadio Azteca in Mexico City. The
events organized by Radiópolis have become among the most popular music-related events among the
musical radio stations in Mexico.
We sell both national and local advertising on our radio stations. Our radio advertising sales
force sells advertising time primarily on a scatter basis. See Television Television
Broadcasting Advertising Sales Plan. In addition, we use some of our available radio
advertising time to satisfy our legal obligation to the Mexican government to provide up to 35
minutes per day of our broadcast time, between 6:00 a.m. and midnight for public service
announcements, and 30 minutes per day for official programming (referred to in this annual report
as Official Radio Broadcast Time).
Investments
OCEN. In October 2002, we acquired a 40% stake in Ocesa Entretenimiento, S.A. de C.V., or
OCEN, a subsidiary of CIE, which owns all of the assets related to CIEs live entertainment
business unit in Mexico. OCENs business includes the production and promotion of concerts,
theatrical, family and cultural events, as well as the operation of entertainment venues, the sale
of entrance tickets (under an agreement with Ticketmaster Corporation), food, beverages and
souvenirs, the organization of special and corporate events and the booking and management of Latin
singers. OCEN owns 51% of a company named As Deporte, S.A. de C.V., the principal marathon and
athletic competition producer in Mexico, and promoter of other sporting events in Mexico, such as
the Ironman competition.
During 2007 and 2008, OCEN promoted more than 4,270 and 3,721 events, respectively, and
managed 14 entertainment venues in Mexico City, Guadalajara and Monterrey, providing an
entertainment platform that established OCEN as a principal live entertainment company in Mexico.
Mutual Fund Venture. In October 2002, we entered into a joint venture with a group of
investors, including Manuel Robleda, former president of the Mexican Stock Exchange, to establish
Más Fondos, the first mutual fund distribution company in Mexico. Más Fondos sells mutual funds
that are owned and managed by third parties to individual and institutional investors, and
distributes 153 funds managed by 11 entities. The company operates under a license granted by the
CNBV. We currently have a 40.84% interest in Más Fondos.
Volaris. In October 2005, we acquired a 25% interest in Controladora Vuela Compañía de
Aviación, S.A. de C.V. and in Concesionaria Vuela Compañía de Aviación, S.A. de C.V., (jointly,
Vuela), pursuant to which we made a capital contribution in the amount of U.S.$25.0 million.
During 2006, we made capital contributions of U.S.$7.5 million, in 2008 we made capital
contributions of U.S.$12.0 million, and in 2009 we have made capital contributions of up to
U.S.$5.0 million to date. We are not obligated to make any further capital contributions to Vuela.
Vuela has obtained a concession to own, manage and operate a low-cost carrier airline in Mexico,
which is called Volaris. Volaris began operations in March 2006. Our partners in this venture are
Sinca Inbursa, S.A. de C.V., The Discovery Americas I, L.P., a private equity fund managed by
Protego Asesores Financieros and Discovery Capital Corporation, and Grupo TACA, one of the leading
airline operators in Latin America. We provide the in-flight entertainment for Volaris. For a
description of the transaction, see Major Stockholders and Related Party Transactions Related
Party Transactions Transactions and Arrangements With Our Directors and Officers.
La Sexta. In November 2005, the government of Spain granted a concession for a nationwide
free-to-air analog television channel and two nationwide free-to-air digital television channels to
La Sexta, a consortium that includes Televisa, which holds a 40% equity interest therein; Grupo
Arbol and the Mediapro Group, which control a 51% equity interest, indirectly, through their
interest in GAMP; and as of November 2006, Gala, which holds a 9% equity interest which it acquired
from GAMP. La Sexta began broadcasting on March 27, 2006.
As part of the agreement with our partners to (i) complete funding the La Sexta business plan
in its entirety for the first three years of operations, and (ii) to acquire part of the capital
stock of Imagina (formerly, Grupo Afinia), an entity which resulted from the merger between the
Mediapro Group and Grupo Arbol, we received, among other rights, a call option under which we had
the right to subscribe, at a price of 80.0 million, a percentage of the capital stock of Imagina
that was to be determined by the application of a formula related to the enterprise value of
Imagina at the time of the exercise of the call option.
39
In exchange for the call option and certain other rights granted in connection therewith, we
agreed to grant Mediapro Arbol, an indirect, wholly owned subsidiary of Imagina, a credit facility
for up to 80.0 million to be used exclusively for equity contributions by Imagina to La Sexta; provided, among other obligations, that if a third party acquired a
portion of the capital stock of Imagina, and any borrowings had been made thereunder, the credit
facility would be cancelled and any outstanding amount would have to be repaid to us with the
proceeds from the acquisition by the third party.
In March 2007, Torreal Sociedad de Capital de Riesgo de Regimen Simplificado, S.A., acquired a
20% stake in Imagina. As a result of such acquisition, (i) the credit facility has been cancelled,
and no repayment of the credit facility was necessary because no borrowings had been made
thereunder; and (ii) our partners decided to terminate the call option granted to us in connection
with the possible Imagina investment and paid a 29 million termination fee.
With the investment in La Sexta, we expect to capitalize on the size and growth trends in
Spains advertising market, as well as the potential synergies between the countrys entertainment
market and our current markets. La Sexta began broadcasting on March 27, 2006.
During 2008, we made additional capital contributions of 44.4 million. During 2009, we have
made additional capital contributions of 24.2 million to date and have committed to make
additional capital contributions of 17.2 million subject to certain conditions. In 2010, we have
committed to make additional capital contributions of 15.8 million subject to certain conditions.
For a description of our commitments of capital contributions in 2007 and 2008 related to this
investment, See Operating and Financial Review and Prospects Results of Operations
Contractual Obligations and Commercial Commitments Contractual Obligations Off the Balance
Sheet.
Alvafig. In November 2006, we invested U.S.$258.0 million in long-term notes convertible, at
our option and subject to regulatory approval, into 99.99% of the equity of Alvafig, the holding
company of a 49% interest in the voting stock of Cablemás. In February 2008, we invested U.S.$100.0
million in an additional issuance of long-term notes convertible into 99.99% of the equity of
Alvafig, which proceeds were used by Alvafig to increase its interest in Cablemás. On May 16,
2008, we converted all of the convertible long-term notes into 99.99% of the capital stock of
Alvafig. Cablemás operates in 49 cities. As of December 31, 2008, the Cablemás cable network served
more than 851,172 cable television subscribers, 242,708 high-speed internet subscribers and 76,112
IP-telephony lines, with approximately 2,512,760 homes passed. On August 8, 2007, the Mexican
Antitrust Commission authorized, subject to compliance with certain conditions, the conversion of
our long-term notes into 99.99% of the equity of Alvafig, and on December 11, 2007, after we
appealed the first decision of the Mexican Antitrust Commission, the conversion of our long-term
convertible notes into 99.99% of the equity of Alvafig was authorized subject to compliance with
certain new conditions. The initial two conditions that have already been met, and that going
forward must be complied with on a continuous basis, were to make available, subject to certain
conditions, our over the air channels to pay-TV operators on non-discriminatory terms (must
offer) and that our pay-TV platforms carry upon request and subject to certain conditions, over
the air channels operating in the same geographic zones where such pay-TV platforms provide their
services (must carry). There are other conditions that have been met and that have to be met,
which we are complying with on a timely basis, including the termination of the Stockholder Trust
which took place on June 17, 2009.
We have investments in several other businesses. See Notes 2 and 5 to our year-end financial
statements.
DTH Joint Ventures
Background. In November 1995, we, along with Globopar, News Corp. and, at a later date,
Liberty Media, agreed to form a number of joint ventures to develop and operate DTH satellite
services for Latin America and the Caribbean basin.
We indirectly own interests in DTH satellite joint ventures in Mexico and Central America. No
assurance can be given that the DTH joint venture we currently run or that we may own in the future
will be successful.
For a description of capital contributions and loans we have made to date to those ventures,
see Operating and Financial Review and Prospects Results of Operations Liquidity, Foreign
Exchange and Capital Resources Capital Expenditures, Acquisitions and Investments, Distributions
and Other Sources of Liquidity and Major Stockholders and Related Party Transactions Related
Party Transactions Capital Contributions and Loans.
We have also been developing channels exclusively for pay-TV broadcast. Through our
relationship with DIRECTV, we expect that our DTH satellite service will continue to negotiate
favorable terms for programming rights with both third parties in Mexico and with international
suppliers from the United States, Europe and Latin America and elsewhere.
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In December 2003, News Corp. acquired a 34% equity interest in DIRECTV, and transferred its
ownership interest in DIRECTV to Fox Entertainment Group, Inc., an 82% owned subsidiary of News
Corp. Innovas Social Part Holders Agreement provides that neither we nor News Corp. nor DIRECTV
may directly or indirectly operate or acquire an interest in any business that operates a DTH
satellite system in Mexico, Central America and the Dominican Republic (subject to limited
exceptions).
In October 2004, DIRECTV Mexico announced that it was shutting down its operations and we,
Innova, News Corp., DIRECTV, Liberty Media and Globopar entered into a series of agreements
relating to our DTH joint ventures. With respect to the DTH joint venture in Mexico:
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Innova and DIRECTV Mexico entered into a purchase and sale agreement, pursuant to which
Innova agreed to purchase DIRECTV Mexicos subscriber list for two promissory notes with an
aggregate original principal amount of approximately Ps.665.7 million; |
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Innova, Innova Holdings and News Corp. entered into an option agreement, pursuant to
which News Corp. was granted options to acquire up to a 15% equity interest in each of
Innova and Innova Holdings, dependent upon the number of subscribers successfully migrating
to Innova, in exchange for the two promissory notes referred above that were delivered to
DIRECTV Mexico; |
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DIRECTV and News Corp. entered into a purchase agreement pursuant to which DIRECTV
acquired (i) the right (which DIRECTV concurrently assigned to DTVLA) to purchase from News
Corp. the options granted to News Corp. by Innova and Innova Holdings to purchase up to an
additional 15% of the outstanding equity of each of such entities pursuant to the option
agreement described above and (ii) the right to acquire News Corp.s 30% interest in Innova
and Innova Holdings; |
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DIRECTV and Liberty Media, entered into a purchase agreement pursuant to which DIRECTV
agreed to purchase all of Liberty Medias 10% interest in Innova and Innova Holdings for
U.S.$88.0 million in cash. DIRECTV agreed that we may purchase two-thirds (2/3) of any
equity interest in Innova and Innova Holdings sold by Liberty Media; and |
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we and Innova entered into a channel licensing agreement pursuant to which Innova will
pay us a royalty fee to carry our over-the-air channels on its DTH service. |
In February 2006, DIRECTV notified us that the DTH business operations of DIRECTV Mexico have
ceased and the following transactions were completed:
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DIRECTV Holdings exercised its right to acquire News Corp.s 30% interest in Innova and
DTVLA exercised the right to purchase the options granted to News Corp. by Innova and Innova
Holdings to purchase up to an additional 12% of the outstanding equity of each of such
entities pursuant to the previously disclosed option agreement; |
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DTVLA exercised an option to purchase 12% of Innova and Innova Holdings which was based
on the number of subscribers successfully migrating to Innova, by delivering to Innova and
Innova Holdings the two promissory notes issued in connection with Innovas purchase of
DIRECTV Mexicos subscriber list for cancellation in October 2004; |
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DIRECTV Mexico made cash payments to Innova totaling approximately U.S.$2.7 million
pursuant to a letter agreement entered into by both parties in October 2004 in connection
with the purchase of the DIRECTV Mexicos subscriber list. The payments were made due to
certain ineligible subscribers, applicable sign-up costs, and other costs under the side
letter; |
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DIRECTV Holdings purchased all of Liberty Medias 10% interest in Innova. As described
below, we exercised the right to acquire two-thirds of this 10% equity interest acquired
from Liberty Media; and |
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we entered into an amended and restated guaranty with PanAmSat Corporation (now Intelsat
Corporation) pursuant to which the proportionate share of Innovas transponder lease
obligation guaranteed by us was to cover a percentage of the transponder lease obligations
equal to our percentage ownership of Innova. As a result of our acquisition of two-thirds of
the equity interests that from Liberty Media, the guarantee has been readjusted to cover a
percentage of the transponder lease obligations equal to our percentage ownership of Innova. |
On April 27, 2006 we acquired two-thirds of the equity interests that DIRECTV acquired from
Liberty Media, therefore we and DIRECTV own 58.7% and 41.3%, respectively, of Innovas equity.
41
DIRECTV also purchased all of our equity interests in TechCo in October 2005 and in MCOP in
November 2005. As a result of these transactions, both TechCo and MCOP are wholly owned by DIRECTV.
On March 27, 2008 News Corp. and Liberty Media announced the closing of a series of
transactions, including a transaction in which Liberty obtained a controlling stake in DIRECTV
whereby News Corp. transferred to Liberty its 41% interest in DIRECTVs outstanding shares. As of
December 2008, after a series of transactions Liberty increased its economic ownership in DIRECTV
to 53%.
Mexico and Central America. We operate Sky, our DTH satellite joint venture in Mexico,
through Innova. We indirectly own 58.7% of this joint venture. As of December 31, 2006, 2007 and
2008, Innovas DTH satellite pay-TV service had approximately 1,430,100, 1,585,100 and 1,759,801
gross active subscribers, respectively. Innova primarily attributes its successful growth to its
superior programming content, its exclusive transmission of sporting events such as soccer
tournaments and special events such as reality shows, its high quality customer service and its
nationwide distribution network with approximately 1,500 points of sale. In addition to the above,
Innova also experienced growth during 2006, due to exclusive broadcasting of 34 out of the 64
matches of the 2006 Soccer World Cup, during 2007, due to new subscribers from operations in Costa
Rica and The Dominican Republic and during 2008, due to continuing growth in Central America and
the addition of Nicaragua, Guatemala and Panama operations. Sky continues to offer the highest
quality and exclusive content in the Mexican pay-TV industry. Its programming packages combine our
over-the-air channels with other DTH exclusive channels produced by News Corp.
During 2008, Sky offered exclusive content such as one out of every four soccer matches from
the Mexican First Division Tournament, every game of the Spanish soccer league, two matches of the
English Premier League every weekend, the NFL Sunday ticket, Major League Baseball and NBA PASS.
Sky also added new channels to its lineup, including five interactive channels providing
information to its subscribers, such as weather, sports highlights, and others, as well as Baby
First, a channel created specifically for babies and toddlers, the Channel 13 delay and two movie
channels, City Vibe and City Mix. In addition to new programming contracts, Sky continues to
operate under arrangements with a number of third party programming providers to provide additional
channels to its subscribers, including HBO, MaxPrime, Cinemax, Movie City, Cinecanal, E!
Entertainment, The Disney Channel, National Geographic, Canal Fox, Fox Sports, Fox News, MTV, VH1,
Nickelodeon, TNT, CNN, The Cartoon Network and ESPN. Sky also has arrangements with the following
studios to show films on an as-needed basis: 20th Century Fox, Universal Studios International,
Buenavista International, Sony Pictures, Warner Bros., and Independent Studios.
Sky currently offers 228 digital channels through five programming packages: Basic (82 video
channels, 50 audio channels and 22 pay-per-view); Fun (123 video channels, 50 audio channels and 29
pay-per-view); Movie City (132 video channels, 50 audio channels and 29 pay-per-view); HBO/Max (136
video channels, 50 audio channels and 29 pay-per-view); and Universe (149 video channels, 50 audio
channels and 29 pay-per-view) for a monthly fee of Ps.228.00, Ps.302.00, Ps.428.00, Ps.478.00 and
Ps.618.00, respectively. The subscriber receives a prompt payment discount if the monthly
subscription payment is made within 12 days after the billing date.
Programming package monthly fees for residential subscribers, net of a prompt payment discount
if the subscriber pays within 12 days of the billing date, are the following: Basic Ps.151.00, Fun
Ps.267.00, Movie City Ps.381.00, HBO/Max Ps.431.00 and Universe Ps.571.00. Monthly fees for each
programming package do not reflect a monthly rental fee in the amount of Ps.161.00 for the decoder
necessary to receive the service (or Ps.148.00 if the subscriber pays within 12 days of the billing
date) and a one-time installation fee of Ps.999.00, which is reduced to Ps.849.00 if the subscriber
pays the monthly programming fees via an automatic charge to a debit card or for free if payment is
charged directly to a credit card.
Sky devotes 20 pay-per-view channels to family entertainment and movies and eight channels are
devoted to adult entertainment. In addition, Sky assigns five extra channels exclusively for
special events, known as Sky Events, which include boxing matches, concerts, sports and movies. Sky
provides some Sky Events at no additional cost while it sells others on a pay-per-view basis.
In order to more effectively compete against cable operators in the Mexican Pay-TV market, in
September 2005, Sky launched the Multiple Set-Top Box concept, which allows its current and new
subscribers to have up to four set-top boxes in their homes with independent programming on each
TV. Sky also launched SKY+, a PVR set-top box, which enables its subscribers to record up to 120
hours of their favorite programs by programming dates and hours or selecting the program directly
from the program guide.
The installation fee is based on the number of set up boxes and the method of payment chosen
by the subscriber. The monthly cost consists of a programming fee plus a rental fee for each
additional box.
42
Programming. We and News Corp. are major sources of programming content for our DTH joint
venture and have granted our DTH joint venture exclusive DTH satellite service broadcast rights to
all of our and News Corp.s existing and future program services (including pay-per-view services on DTH), subject to some pre-existing third party
agreements and other limited exceptions. In addition to sports, news and general entertainment
programming, we provide our DTH joint venture in Mexico with exclusive DTH satellite service
broadcast rights to our four over-the-air broadcast channels. Our DTH satellite service also has
exclusive DTH broadcast rights in Mexico to Fox News and Canal Fox, one of the leading pay-TV
channels in Mexico. Through its relationships with us and DIRECTV, we expect that the DTH satellite
service in Mexico will be able to continue to negotiate favorable terms for programming both with
third parties in Mexico and with international suppliers from the United States, Europe and Latin
America. At the end of 2008, DISH, a new competitor in the DTH market, launched its services in
Mexico and we are uncertain as to how DISHs entry into the DTH market could affect our DTH
business. At the beginning of 2009, HiTV, a television service which consists of the transmission
of digital television channels through the technology known as DTT, started operating in Mexico
City and its metropolitan area. HiTV currently offers approximately 20 channels, including
Televisas digital over the air networks. The SCT and Cofetel are currently reviewing the legality
of this service. We are uncertain as to how this service may affect our pay-TV business.
Univision
We have a number of programming arrangements with Univision, the leading Spanish-language
media company in the United States, which owns and operates the Univision Network, the most-watched
Spanish-language television network in the United States and the TeleFutura broadcast and
Galavision satellite/cable television networks. Information regarding Univisions business which
appears in this annual report has been derived primarily from public filings made by Univision with
the SEC and the FCC.
We previously owned shares and warrants representing an approximate 11.3% equity interest in
Univision, on a fully diluted basis. On March 29, 2007, Univision was acquired by a group of
investors, and, as a result, all of Televisas shares and warrants in Univision were cancelled and
converted into cash in an aggregate amount of approximately U.S.$1,094.4 million. As a result of
the closing of the acquisition of Univision, we lost our right to designate a member to the board
of directors of Univision. Accordingly, our former designee to the board of directors of Univision,
Ricardo Maldonado Yáñez, resigned from the board.
We have agreed to supply programming to Univision under a program license agreement or PLA
that expires in December 2017 (unless earlier terminated), under which we granted Univision an
exclusive license to broadcast in the United States, solely on the Univision Network, Galavision
Network and TeleFutura Network, substantially all Spanish-language television programming,
including programming with Spanish subtitles, for which we own the United States television
broadcast rights, subject to exceptions, including certain co-productions, soccer games, and
certain non-episodic and non-continuing programs. See Operating and Financial Review and Prospects
Results of Operations Total Segment Results Programming Exports. On January 22, 2009, the
Company and Univision entered into an amendment to and restatement of the PLA. The amended and
restated PLA, which still runs through 2017, includes a simplified royalty calculation. We are
entitled to a royalty of 9.36% of a defined royalty base plus 2.02% of any excess of that royalty
base over US$1.55 billion. The royalty base generally includes, on an accrual basis, net
advertising revenue, net subscriber fee revenue, national representation commissions, joint
marketing and sales agreements income and other revenues from the Univision Network, Galavision
Network and Telefutura Network and Univisions owned and operated television stations and Puerto
Rico stations. In exchange for these programming royalties, regardless of the amount of our
programming used by Univision, we have agreed that we will provide Univision with 8,531 hours of
programming per year for the term of the PLA. See Key Information Risk Factors Risk Factors
Related to Our Business Current Litigation We Are Engaged In With Univision May Affect Our
Exploitation of Certain Internet Rights in the United States for a description of our current
disputes with Univision relating to our internet distribution rights. During 2008, Televisa
provided 39.3% of Univision Networks non-repeat broadcast hours and 19.5% of TeleFutura Networks
non-repeat broadcast hours. The foregoing description of the PLA is qualified in its entirety by
the text of the PLA, as amended, which is incorporated by reference
as exhibits 4.4, 4.5 and 4.18 hereto.
We and Univision entered into definitive agreements in April 2003 to commence a joint venture
to introduce our satellite and cable pay-TV programming into the United States. The joint venture
company, TuTv, commenced operations in the second quarter of 2003. It currently distributes five
channels, including two of our existing movie channels and three channels featuring music videos,
celebrity lifestyle and interviews and entertainment news programming, and will create future
channels available in the United States that feature our programming. In May 2003, TuTv entered
into a five-year distribution agreement with DISH Network Corporation, formerly EchoStar
Communications Corporation, the third largest provider of Latino pay-TV programming in the U.S.,
for three of the five existing channels. In October 2008, TuTv extended this agreement through
December 2012, and in relation to the extension launched the Mexican regional music network
Bandamax as well as one more channel for a total of four. TuTv is jointly controlled by Univision
and Televisa.
We have an international program rights agreement with Univision that requires Univision to
grant us and Venevision the right to broadcast, outside the United States, programs produced by Univision for
broadcast on the Univision Network or Galavision Network under this
agreement. We have the exclusive right to broadcast,
among others, certain programs that were being produced on October 2, 1996 (the Grandfathered
Programs) in Mexico and Venevision has the exclusive right to
broadcast these programs in Venezuela. We and Venevision each, have an undivided right to broadcast the Grandfathered Programs in all
other territories (other than the United States, but including Puerto Rico). As for
programs other than Grandfathered Programs (New
Programs), we and Venevision have the exclusive broadcast and
related merchandising rights for Mexico and Venezuela, respectively, but Univision
retains all rights for the rest of the world. The rights to the Grandfathered Programs and New Programs granted to us will continue
until the termination of the PLA and will then revert back to Univision.
43
The PLA entered into by the Company and Univision in January 2009 superseded the program
license agreement with Univision whereby we granted Univision an exclusive right to broadcast our
television programming in Puerto Rico, subject to some exceptions.
As a result of the closing of the acquisition of Univision, we are no longer bound by the
provisions of the Participation Agreement, except in the case that we enter into certain
transactions involving direct broadcast satellite or DTH satellite to the U.S. market. The
Participation Agreement had formerly restricted our ability to enter into certain transactions
involving Spanish-language television broadcasting and a Spanish-language television network in the
U.S. without first offering Univision the opportunity to acquire a 50% economic interest. Subject
to compliance with the limited restrictions of the surviving terms of the Participation Agreement
and the terms of the PLA, we can now engage in business opportunities in the growing U.S. Hispanic
marketplace relating to programming and other businesses without offering Univision participation
in such opportunities. We are still engaged in litigation with Univision, as described in Key
Information Risk Factors Risk Factors Related to Our Business Current Litigation We Are
Engaged In With Univision May Affect Our Exploitation of Certain Internet Rights in the United
States, and Additional Information Legal Proceedings.
In addition, on September 5, 2008, Televisa filed a Complaint for Declaratory Relief against
Univision before the Superior Court of the State of California, for the County of Los Angeles,
seeking a declaration of its rights vis-a-vis Univision with respect to the United States broadcast
rights to home games of the Mexican League First Division soccer teams owned by Televisa (the
Soccer Complaint). In the Soccer Complaint, Televisa sought a declaration that it has the legal
right to broadcast in the United States, or license to third parties to broadcast in the United
States, the home games of the Mexican League First Division soccer teams owned by Televisa. On
September, 2008 Univision filed a Cross-Complaint against Televisa, alleging among other causes of
action, a claim for declaratory relief that it retained the exclusive U.S. broadcast rights to home
games of the Mexican League First Division soccer teams owned by Televisa under the terms of the
Program License Agreement. On October 9, 2008, pursuant to an agreement between Televisa and
Univision and an Order of the Court, Televisa submitted its Complaint for Declaratory Relief and
Univisions cause of action for declaratory relief to a private referee pursuant to a California
code provision. Trial was held on November 11-12 2008, before the private referee, the Honorable
Richard Neal (Ret.) of JAMS. On December 18, 2008 Justice Neal filed a Decision in Televisas favor
whereby he resolved that Televisa was entitled to a declaration and judgment that Univisions
broadcast rights to home games of the Mexican League First Division soccer teams owned by Televisa
expired on December 19, 2008 (the Statement of Decision). Univision dismissed with prejudice the
other claims raised in its Cross-Complaint against Televisa. On June 4, 2009, Honorable Ernest M.
Hiroshige, Judge of the Superior Court of the State of California, for the County of Los Angeles,
adjudged and decreed a final judgment consistent with the Statement of Decision, in favor of
Televisa.
Competition
We compete with various forms of media and entertainment companies in Mexico, both Mexican and
non-Mexican.
Television Broadcasting
Our television stations compete for advertising revenues and for the services of recognized
talent and qualified personnel with other television stations (including the stations owned by TV
Azteca) in their markets, as well as with other advertising media, such as radio, newspapers,
outdoor advertising, cable television and a multi-channel, multi-point distribution system, or
MMDS, and DTH satellite services. We generally compete with 199 channels throughout Mexico,
including the channels of our major competitor, TV Azteca, which owns and operates Channels 7 and
13 in Mexico City, which we believe are affiliated with 178 stations outside of Mexico City.
Televisora del Valle de México owns the concession for Channel 40, a UHF channel that broadcasts in
the Mexico City metropolitan area. Based upon IBOPE Mexico surveys, during 2006, 2007 and 2008 the
combined average audience share throughout Mexico of both the Channel 7 and 13 networks was 30.5%,
31.0% and 28.8%, respectively, during prime time, and 29.0%, 29.1% and 27.7%, respectively, during
sign-on to sign-off hours. See Television Television Industry in Mexico.
In addition to the foregoing channels, there are additional operating channels in Mexico with
which we also compete, including Channel 11, which has 9 repeater stations, and Channel 22 in
Mexico City, which are operated by the Mexican government. Our television stations are the leading
television stations in their respective markets. See Television Television Broadcasting.
Our English and Spanish-language border stations compete with English and Spanish-language
television stations in the United States, and our Spanish-language productions compete with other
English and Spanish-language programs broadcast in the United States.
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We are a major supplier of Spanish-language programming in the United States and throughout
the world. We face competition from other international producers of Spanish-language programming
and other types of programming.
Publishing
Each of our magazine publications competes for readership and advertising revenues with other
magazines of a general character and with other forms of print and non-print media. Competition for
advertising is based on circulation levels, reader demographics and advertising rates.
Cable and Telecom
According to the most recent information from CANITEC, there were approximately 1,250 cable
concessions in Mexico as of December 31, 2008 serving approximately 4.5 million subscribers.
Cablevisión, Cablemás and TVI compete with Innova, our DTH joint venture. See DTH Satellite
Services. Cablevisión also faces competition from MVS Multivisión, S.A. de C.V., or Multivisión, a
MMDS operator, in Mexico City and the surrounding areas. MMDS, commonly called wireless cable, is a
microwave transmission system which operates from a head end similar to that of a cable system.
Multivisión has been in operation for more than 15 years and offers 15 channels to its subscribers.
Some of the channels that Multivisión broadcasts compete directly with the Cablevisión channels, as
well as Cablevisións 21 pay-per-view channels. Furthermore, since Cablevisión, Cablemás and TVI
operate under non-exclusive franchises, other companies may obtain permission to build cable
television systems and MMDS systems in areas where they presently operate. In addition, pursuant to
the Telecommunications Law, Cablevisión, Cablemás and TVI
are required to provide access to their cable network to the extent it has available capacity on
its network.
In addition, in connection with internet access services and other new products and multimedia
communications services, cable operators, who were already authorized to provide bidirectional data
and internet broadband services, have been authorized by the Mexican government to also provide
voice services, including VoIP services.
On October 2, 2006, the Mexican federal government enacted a new set of regulations known as
the Convergence Regulations. The Convergence Regulations allow certain concessionaires of
telecommunications services to provide other services not included in their original concessions.
Cable television providers may be allowed to provide internet and telephone services. In addition,
telephone operators, such as Telmex, may be allowed to provide cable television services if certain
requirements and conditions are met. We believe that we may face significant competition from new
entrants providing telephony services, including cable television providers. See Key Information
Risk Factors Risk Factors Related to our Business We Face Competition in Each of Our
Markets That We Expect Will Intensify.
In addition, in January 2007, the CFE obtained a concession from the Mexican government,
through the Ministry of Communications and Transportation, to use their power lines and
infrastructure to provide telecommunication services to cable operators using a new technology
model known as PLC and BPL. We are uncertain as to how the CFE authorization to render these
services could affect us, as well as the overall telecommunications landscape in Mexico, as the CFE
has not yet provided these services to telecommunications operators. We are expecting a public bid
for a pair of dark fibers within CFEs fiber-optic infrastructure within the following months; both
CFE and SCT have announced that they are working together in order to define the technical
conditions, the basis and process of the public bid, as well as the type and scope of the
corresponding agreement though there is no assurance that such public bid will be held.
As a result of the aforementioned, Cablevisión, Cablemás and TVI will face competition from
several media and telecommunications companies throughout Mexico, including internet service
providers, DTH services and other personal communications and telephone companies, including us and
our affiliates.
Radio
The radio broadcast business is highly competitive in Mexico. Our radio stations compete with
other radio stations in their respective markets, as well as with other advertising media, such as
television, newspapers, magazines and outdoor advertising. Among our principal competitors in the
radio broadcast business are Grupo Radio Centro, S.A. de C.V., which owns or operates approximately
100 radio stations throughout Mexico, 11 of which are located in Mexico City, and Grupo Acir, which
owns or operates approximately 160 radio stations in Mexico, seven of which are located in Mexico
City.
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Competition for audience share in the radio broadcasting industry in Mexico occurs primarily
in individual geographic markets. Our radio stations are located in highly competitive areas.
However, the strength of the signals broadcast by a number of our stations enables them to reach a
larger percentage of the radio audience outside the market areas served by their competitors.
Feature Film Production and Distribution
Production and distribution of feature films is a highly competitive business in Mexico. The
various producers compete for the services of recognized talent and for film rights to scripts and
other literary property. We compete with other feature film producers, Mexican and non-Mexican, and
distributors in the distribution of films in Mexico. See Other Businesses Feature Film
Production and Distribution. Our films also compete with other forms of entertainment and leisure
time activities.
DTH Satellite Services
Innova presently competes with, or expects to compete with, among others, cable systems
(including Cablevisión), MMDS systems, national broadcast networks (including our four networks),
regional and local broadcast stations, other DTH concessions, unauthorized C-band and Ku-band
television signals obtained by Mexican viewers on the gray market, radio, movie theaters, video
rental stores, internet and other entertainment.
Consolidation in the entertainment and broadcast industries could further intensify
competitive pressures. As the pay-TV market in Mexico matures, and as the offering of bundled
services that include internet, data and telephony increases, Innova expects to face competition
from an increasing number of sources. Emerging technologies that provide new services to pay-TV
customers as well as new competitors in the DTH field or telecommunication players entering into
video services would require us to make significant capital expenditures in new technologies.
On October 2008, DISH Mexico, a joint venture between MVS and DISH, a U.S. based DTH company
operating with certain arrangements with Telmex, started operations in Mexico through a DTH
concession. DISH currently operates in Guanajuato, Morelos, Nuevo Leon, Puebla, Queretaro,
Guadalajara, Toluca and San Luis Potosi.
At the beginning of 2009, HiTV, a television service which consists of the transmission of
digital television channels through the technology known as DTT, started operating in Mexico City
and its metropolitan area. HiTV currently offers approximately 20 channels, including Televisas
digital over the air networks. The SCT and Cofetel are currently reviewing the legality of this
service. We are uncertain as to how this service may affect our pay-TV business.
Gaming Business
Our principal competitors in the gaming industry are, with respect to bingo and sports halls,
CIE and Grupo Caliente, and, with respect to Multijuegos, the governmental lotteries of Pronósticos
and Lotería Nacional.
Regulation
Our business, activities and investments are subject to various Mexican federal, state and
local statutes, rules, regulations, policies and procedures, which are constantly subject to
change, and are affected by the actions of various Mexican federal, state and local governmental
authorities. The material Mexican federal, state and local statutes, rules, regulations, policies
and procedures to which our business, activities and investments are subject are summarized below.
Station XETV, Tijuana, which broadcasts CW Network television programming in the San Diego
television market, is also subject to certain regulatory requirements of the FCC, including the
obligation to obtain permits for cross-border transmission of programming broadcast to the United
States and to obtain licenses to operate microwave and/or satellite earth station transmitting
equipment within the U.S. These summaries do not purport to be complete and should be read together
with the full texts of the relevant statutes, rules, regulations, policies and procedures described
therein.
46
Television
Mexican Television Regulations
Concessions. Mexicos Federal Antitrust Law has been amended by Congress. The amendments to
Mexicos Federal Antitrust Law approved by the Mexican Federal Congress have been in full force
and effect as of June 29, 2006. The amendments include, among other things, the following newly
regulated activities: predatory pricing, exclusivity discounts, cross subsidization and any acts by
an agent that result in cost increases or in the creation of obstacles in the production process of
its competitors or the demand of the goods or services offered by such competitor. As of the date
of this annual report, such amendments have not had a material adverse impact upon our business;
however, we cannot predict how these amendments will impact our business in the future.
Certain
amendments to the existing Radio and Television Law and the
Telecommunications Law have been enacted. In May 2006, several members of the Senate of the Mexican
Federal Congress filed a complaint before the Supreme Court of Justice of Mexico, seeking a
declaration that such amendments were unconstitutional and therefore null and void. This complaint
was resolved by the Supreme Court of Justice on June 5, 2007, declaring several provisions of the
amendments to the Radio and Television Law and to the Telecommunications Law unconstitutional and therefore null and void. Among the provisions declared as unconstitutional by
the Supreme Court of Justice are the ones referred to in former Article 28 of the Radio and Television Law, pursuant to which holders of concessions had the ability to request
authorization to provide additional telecommunications services within the same spectrum covered by
a current concession without having to participate in a public bid therefor and Article 16 of the
Radio and Television Law, pursuant to which concessions were granted for a fixed term of
20 years having the possibility to renew such concessions by obtaining from the SCT a certification
of compliance with their obligations under the concession. As a
result of the Supreme Court of Justices
ruling, once the transition to digital television and digital radio broadcasting is completed, if
we want to provide additional telecommunications services within the same spectrum granted for
digital television or digital radio broadcasting, respectively, we will have to follow the
provisions of Article 24 of the Telecommunications Law to obtain the concession
therefor. Also, there is uncertainty as to how radio and television concessions will be renewed in
the future, since the Supreme Court of Justice ruling has resulted in requiring the renewal of the concessions
to be subject to a public bid process, with a right of preference over other participating bidders
given to the incumbent concessionnaire. Additionally, some members of
the Mexican Federal Congress have
expressed their intent to propose a new Radio and Television Law, which could affect,
among other things, the framework for granting or renewing concessions. See Key Information
Risk Factors Risk Factors Related to Our Business The Operation of Our Business May Be
Terminated or Interrupted if the Mexican Government Does Not Renew or Revokes Our Broadcast or
Other Concessions. Also, either the SCT or the Federal Telecommunications Commission shall provide
notice in the Diario Oficial de la Federación, or the Official Gazette of the Federation, of the
call for bids and the available television frequencies, and make available the prerequisites for
bids from interested parties for a maximum of 30 days.
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The bidders shall comply with the following requirements: |
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proof of Mexican nationality; |
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submission of a business plan; |
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submission of technical specifications and descriptions; |
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submission of a plan for coverage; |
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submission of an investment program; |
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submission of a financial program; |
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submission of plans for technical development and actualization; |
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submission of plans for production and programming; |
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receipt of a guaranty to ensure the continuation of the process until the concession is
granted or denied; and |
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a request for a favorable opinion from the Mexican Antitrust Commission. |
Before granting the concession, the Federal Telecommunications Commission shall review the
plans and programs submitted and the goals expressed by the bidder for consistency, as well as the
results of the call for bids through the public auction. Within 30 days of the determination of a
winning bid, such bidder has to provide proof of the required payment.
47
Television concessions may be granted for a term of up to 20 years.
If the SCT determines that (i) the bidders applications do not guarantee the best conditions
for the rendering of radio and television services, or (ii) that the offered payment proposals are
not sufficient, or, that (iii) the submitted applications do not fulfill the requirements
established under the bidding call or the bidding bases, it may terminate the bidding process and
not grant the concession to any of the applicants.
The SCT may void the grant of any television concession or terminate or revoke the concession
at any time, upon the occurrence of, among others, the following events:
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failure to construct broadcasting facilities within a specified time period; |
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changes in the location of the broadcasting facilities or changes in the frequency
assigned without prior governmental authorization; |
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direct or indirect transfer of the concession, the rights arising therefrom or ownership
of the broadcasting facilities without prior governmental authorization; |
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transfer or encumbrance, in whole or in part, of the concession, the rights arising
therefrom, the broadcasting equipment or any assets dedicated to the concessionaires
activities, to a foreign government, company or individual, or the admission of any such
person as a partner in the concessionaires business; |
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failure to broadcast for more than 60 days without reasonable justification; |
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any amendment to the bylaws of the concessionaire that is in violation of applicable
Mexican law; and |
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any breach to the terms of the concession title. |
None of our concessions has ever been revoked or otherwise terminated.
We believe that we have operated our television concessions substantially in compliance with
their terms and applicable Mexican law. If a concession is revoked or terminated, the
concessionaire could be required to forfeit to the Mexican government all of its assets or the
Mexican government could have the right to purchase all the concessionaires assets. In our case,
the assets of our licensee subsidiaries generally consist of transmitting facilities and antennas.
See Key Information Risk Factors Risk Factors Related to Our Business The Operation of
Our Business May Be Terminated or Interrupted if the Mexican Government Does Not Renew or Revokes
Our Broadcast or Other Concessions.
In July 2004, in connection with the adoption of a release issued by the SCT for the
transition to digital television, all of our television concessions were renewed until 2021. The
expiration dates for the concessions for our radio stations range from 2008 to 2016 except for the
concessions of 3 radio stations, which renewal applications were timely filed before the SCT but
are still pending due to the Supreme Courts ruling on the amendments to the Radio and Television Law. (See Key Information Risk Factors Risk Factors Related to Mexico
Existing Mexican Laws and Regulations or Changes Thereto or the Imposition of New Ones May Negatively Affect Our
Operations and Revenue). We are unable to predict when we will obtain the renewal to such
concessions. Our cable telecommunications concessions expire in 2029 and our DTH concessions expire
in 2020 and 2026. The expiration dates for the concessions for our telephone services range from
2018 to 2026. See Key Information Risk Factors Risk Factors Related to Our Business The
Operation of Our Business May Be Terminated or Interrupted if the Mexican Government Does Not Renew
or Revokes Our Broadcast or Other Concessions.
Supervision of Operations. The SCT regularly inspects the television stations and the
companies to which concessions have been granted must file annual reports with the SCT.
Television programming is subject to various regulations, including prohibitions on foul
language and programming which is offensive or is against the national security or against public
order. Under Mexican regulations, the Secretaría de Gobernación, or the Mexican Ministry of the
Interior, reviews most television programming and classifies the age group for which the
programming is acceptable for viewing. Programs classified for adults may be broadcast only after
10:00 p.m.; programs classified for adults and teenagers over 15 years old may be broadcast only after 9:00 p.m.; programs classified for
adults and teenagers under 15 years old may be broadcast only after 8:00 p.m.; and programs
classified for all age groups may be shown at any time.
48
Television programming is required to promote Mexicos cultural, social and ideological
identity. Each concessionaire is also required to transmit each day, free of charge, up to 30
minutes of programming regarding cultural, educational, family counseling and other social matters
using programming provided by the Mexican government. Historically, the Mexican government has not
used a significant portion of this time.
Networks. There are no Mexican regulations regarding the ownership and operation of a
television network, such as the Channel 2, 4, 5 and 9 networks, apart from the regulations
applicable to operating a television station as described above.
Restrictions on Advertising. Mexican law regulates the type and content of advertising
broadcast on television. Concessionaires may not broadcast misleading advertisements. Under current
law, advertisements of alcoholic beverages (other than beer and wine) may be broadcast only after
10:00 p.m. As of January 20, 2004, advertisements for tobacco products are prohibited by amendment
to the Ley General de Salud, or the Public Health Law. Advertising for alcoholic beverages must not
be excessive and must be combined with general promotions of nutrition and general hygiene. The
advertisements of some products and services, such as medicine and alcohol, require approval of the
Mexican government prior to their broadcast. Moreover, the Mexican government must approve any
advertisement of lotteries and other games.
No more than 18% of broadcast time may be used for advertisements on any day. The SCT approves
the minimum advertising rates. There are no restrictions on maximum rates. See Key Information
Risk Factors Risk Factors Related to Mexico Existing Mexican Laws and Regulations
or Changes Thereto or the Imposition of New Ones May Negatively Affect Our Operations and Revenue.
Broadcast Tax. Since 1969, radio and television stations have been subject to a tax which may
be paid by granting the Mexican government the right to use 12.5% of all daily broadcast time. In
October 2002, the 12.5% tax was replaced by the obligation to the Mexican government to provide up
to 18 minutes per day of our television broadcast time and 35 minutes per day of our radio
broadcast time between 6:00 a.m. and midnight, in each case distributed in an equitable and
proportionate manner. Any time not used by the Mexican government on any day is forfeited.
Generally, the Mexican government uses all or substantially all of the broadcast time available
under this tax.
Foreign Ownership. Non-Mexican ownership of shares of Mexican enterprises is restricted in
some economic sectors, including broadcast television, cable television, radio and DTH satellite
services and certain telecommunications services. Under Mexicos Ley de Inversión Extranjera, or
Foreign Investment Law, the Radio and Television Law, and the Reglamento de la Ley de Inversión
Extranjera, or the Foreign Investment Law Regulations, foreign investors may not vote the capital
stock of Mexican broadcasting companies (other than through neutral investment mechanisms, such
as through the CPOs held by certain of our stockholders). See Satellite Communications
Mexican Regulation of DTH Satellite Services.
Radio
The regulations applicable to the operation of radio stations in Mexico are identical in all
material respects to those applicable to television stations. The expiration dates of our radio
concessions range from 2015 to 2016 except for the concessions of 3 radio stations, which renewal
applications were timely filed before the SCT but are still pending due to the Supreme Courts
ruling on the amendments to the Radio and Television Law. (See Key Information Risk
Factors Risk Factors Related to Mexico Existing Mexican
Laws and Regulations or Changes Thereto or
the Imposition of New Ones May Negatively Affect Our Operations and Revenue). We are unable to
predict when we will obtain the renewal to such concessions. See Television, Other
Businesses Radio Stations and Key Information Risk Factors Risk Factors Related to Our
Business The Operation of Our Business May Be Terminated or Interrupted if the Mexican
Government Does Not Renew or Revokes Our Broadcast or Other Concessions.
49
Cable Television
Concessions. Cable television operators now apply for a public telecommunications network
concession from the SCT in order to operate their networks and provide cable television services
and other multimedia communications services. Applications are submitted to the SCT and, after a
formal review process, a public telecommunications network concession is granted for an initial
term of up to 30 years. Cablevisión obtained a telecommunications concession, which expires in
2029, and its Channel 46 Concession, which expires in 2010. We have filed for a renewal of the Channel 46 Concession and such renewal is
currently pending. We are unable to predict when we will obtain the renewal of such concession.
Pursuant to its public telecommunications concession, Cablevisión can provide cable television,
limited audio transmission services, specifically music programming, bidirectional internet access
and unlimited data transmission services in Mexico City and surrounding areas in the State of
Mexico. In addition, in May 2007 the SCT granted Cablevisión a concession allowing Cablevisión to
provide local telephony services using the telephony public network. The scope of Cablevisións
public telecommunications concession is much broader than the scope of its former cable television
concession, which covered only cable television services and audio programming.
Cablemás operates under 46 concessions which cover 14 Mexican states. Through these
concessions, Cablemás provides cable television services, internet access and bidirectional data
transmission. Each concession granted by the SCT allows Cablemás to install and operate a public
telecommunications network. The expiration dates for Cablemás concessions range from 2013 to 2038.
A public telecommunications concession may be renewed upon its expiration, or revoked or
terminated prior to its expiration in a variety of circumstances including:
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unauthorized interruption or termination of service; |
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interference by the concessionaire with services provided by other operators; |
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noncompliance with the terms and conditions of the public telecommunications concession; |
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the concessionaires refusal to interconnect with other operators; |
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loss of the concessionaires Mexican nationality; |
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unauthorized assignment, transfer or encumbrance, in whole or in part, of the concession
or any rights or assets; |
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the liquidation or bankruptcy of the concessionaire; and |
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ownership or control of the capital stock of the concessionaire by a foreign government. |
In addition, the SCT may establish under any public telecommunications concession further
events which could result in revocation of the concession. Under current Mexican laws and
regulations, upon the expiration or termination of a public telecommunications concession, the
Mexican government has the right to purchase those assets of the concessionaire that are directly
related to the concession, at market value.
Cable television operators, including Cablevisión and Cablemás, are subject to the
Telecommunications Law and, since February 2000, have been subject to the Reglamento del Servicio
de Televisión y Audio Restringidos, or the Restricted Television and Audio Services Regulations.
Under current Mexican law, cable television operators are classified as public telecommunications
networks, and must conduct their business in accordance with Mexican laws and regulations
applicable to public telecommunications networks which, in addition to the Telecommunications Law
and the Restricted Television and Audio Services Regulations, includes the Radio and Television Law and the Reglamento de la Ley Federal de Radio y Televisión.
Under the applicable Mexican law, the Mexican government, through the SCT, may also
temporarily seize or even expropriate all of a public telecommunications concessionaires assets in
the event of a natural disaster, war, significant public disturbance or threats to internal peace
and for other reasons related to preserving public order or for economic reasons. The Mexican
government is obligated by Mexican law to compensate the concessionaire, both for the value of the
assets seized and related profits.
Supervision of Operations. The SCT regularly inspects the operations of cable systems and
cable television operators must file annual reports with the SCT.
Under Mexican law, programming broadcast on Cablevisión and Cablemás networks is not subject
to judicial or administrative censorship. However, this programming is subject to various
regulations, including prohibitions on foul language, programming which is against good manners and
customs or programming which is against the national safety or against public order.
50
Mexican law also requires cable television operators, including Cablevisión and Cablemás, to
broadcast programming that promotes Mexican culture, although cable television operators are not
required to broadcast a specified amount of this type of programming.
In addition to broadcasting programming that promotes Mexican culture, cable television
operators must also set aside a specified number of their channels, which number is based on the
total number of channels they transmit, to transmit programming provided by the Mexican government.
Restrictions on Advertising. Mexican law restricts the type of advertising which may be
broadcast on cable television. These restrictions are similar to those applicable to advertising
broadcast on over-the-air Channels 2, 4, 5 and 9. See Regulation Television Mexican
Television Regulations Restrictions on Advertising.
Government Participation. Pursuant to the terms of cable concessions, cable television
operators through September 23, 1999, were required to pay, on a monthly basis, absent a waiver
from the Mexican government, up to 15% of revenues derived from subscriber revenues and
substantially all other revenues, including advertising revenues, to the Mexican government in
exchange for use of the cable concession. Most cable concessionaires, including Cablevisión,
obtained a waiver on an annual basis to pay 9% of their revenues as participation to the Mexican
government, as opposed to 15%. Under the Federal Telecommunications Law and accompanying
regulations, cable television operators with public telecommunications network concessions,
including Cablevisión, no longer have to pay the Mexican government any percentage of their
revenues.
Forfeiture of Assets. Under Mexican regulations, at the end of the term of a public
telecommunications concession, assets of concessionaires may be purchased by the Mexican government
at market value.
Non-Mexican Ownership of Public Telecommunications Networks
Under current Mexican law, non-Mexicans may currently own up to 49% of the outstanding voting
stock of Mexican companies with a public telecommunications concession. However, non-Mexicans may
currently own up to all of the outstanding voting stock of Mexican companies with a public
telecommunications concession to provide cellular telephone services, provided, that the requisite
approvals are obtained from the Comisión Nacional de Inversiones Extranjeras, or the Foreign
Investment Commission.
Application of Existing Regulatory Framework to Internet Access and IP Telephony Services
Cablevisión and Cablemás may be required, under Mexican law, to permit other concessionaires
to connect their network to its network in a manner that enables its customers to choose the
network by which the services are carried.
To the extent that a cable television operator has any available capacity on its network, as a
public telecommunications network, Mexican law requires the operator to offer third party providers
access to its network. Cablevisión and Cablemás currently do not have any capacity available on its
network to offer to third party providers and do not expect that they will have capacity available
in the future given the broad range of services they plan to provide over their networks.
Satellite Communications
Mexican Regulation of DTH Satellite Services. Concessions to broadcast DTH satellite services
are for an initial term of up to 30 years, and are renewable for up to 30 years. We received a
30-year concession to operate DTH satellite services in Mexico utilizing SatMex satellites on May
24, 1996. On November 27, 2000, we received an additional 20-year concession to operate our DTH
satellite service in Mexico using the PAS-9 satellite system, a foreign-owned satellite system.
Like a public telecommunications network concession, a DTH concession may be revoked or
terminated by the SCT prior to the end of its term in certain circumstances, which for a DTH
concession include:
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the failure to use the concession within 180 days after it was granted; |
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a declaration of bankruptcy of the concessionaire; |
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failure to comply with the obligations or conditions specified in the concession; |
51
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unlawful assignments of, or encumbrances on, the concession; or |
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failure to pay to the government the required fees. |
At the termination of a concession, the Mexican government has the preemptive right to acquire
the assets of a DTH satellite service concessionaire. In the event of a natural disaster, war,
significant public disturbance or for reasons of public need or interest, the Mexican government
may temporarily seize and expropriate all assets related to a concession, but must compensate the
concessionaire for such seizure. The Mexican government may collect fees based on DTH satellite
service revenues of a satellite concessionaire.
Under the Telecommunications Law, DTH satellite service concessionaires may freely set
customer fees but must notify the SCT of the amount, except that if a concessionaire has
substantial market power, the SCT may determine fees that may be charged by such concessionaire.
The Telecommunications Law specifically prohibits cross-subsidies.
Non-Mexican investors may currently own up to 49% of full voting equity of DTH satellite
system concessionaires; provided that Mexican investors maintain control of the operation. Foreign
investors may increase their economic participation in the equity of a concessionaire through
neutral investment mechanisms such as the CPO trust.
Regulation of DTH Satellite Services in Other Countries. Our current and proposed DTH joint
ventures in other countries are and will be governed by laws, regulations and other restrictions of
such countries, as well as treaties that such countries have entered into, regulating the delivery
of communications signals to, or the uplink of signals from, such countries. In addition, the laws
of some other countries establish restrictions on our ownership interest in some of these DTH joint
ventures as well as restrictions on programming that may be broadcast by these DTH joint ventures.
Mexican Gaming Regulations
Pursuant to Mexicos Federal Law of Games and Draws, or Ley Federal de Juegos y Sorteos, or
Gaming Law, and its accompanying regulations, the Reglamento de la Ley Federal de Juegos y Sorteos,
or Gaming Regulations, the Secretaría de Gobernación, or Mexican Ministry of the Interior, has the
authority to permit the operation of all manner of games and lotteries that involve betting. This
administrative authorization is defined as a permit under the Gaming Regulations. Under the Gaming
Regulations, each permit establishes the terms for the operation of the respective activities
authorized under the permit and the specific periods for operation of those activities. Permits for
games and lotteries that involve betting have a maximum term of 25 years. The holder of the
relevant permit must comply with all the terms provided in the permit, the Gaming Law and the
Gaming Regulations. We were granted a Gaming Permit on May 25, 2005, which expires on May 24,
2030.
In 2004, the Chamber of Deputies of the Mexican Congress filed a complaint before the Supreme
Court of Justice of Mexico, seeking a declaration that the enactment of the Gaming Regulations was
unconstitutional and, therefore, null and void. In January 2007, the Supreme Court of Justice
declared the Gaming Regulations constitutional.
Mexican Antitrust Law
Mexicos Federal Antitrust Law and the
accompanying regulations, the Reglamento de la Ley
Federal de Competencia Económica, may affect some of our activities, including our ability to
introduce new products and services, enter into new or complementary businesses and complete
acquisitions or joint ventures. In addition, Mexicos Federal Antitrust Law and the accompanying
regulations may adversely affect our ability to determine the rates we charge for our services and
products. In addition, approval of the Mexican Antitrust Commission is required for us to acquire
certain businesses or enter into certain joint ventures. See Key Information Risk Factors
Risk Factors Related to Mexico Mexican Antitrust Laws May Limit Our Ability to Expand Through
Acquisitions or Joint Ventures and Existing
Mexican Laws and Regulations or Changes Thereto or the
Imposition of New Ones May Negatively Affect Our Operations and Revenue.
The most recent amendments to Mexicos Federal Antitrust Law, in full force as of June 29,
2006, include among other things the following newly regulated activities: predatory pricing,
exclusivity discounts, cross subsidization, and any acts by an agent that result in cost increases
or in the creation of obstacles in the production process of its competitors or the demand of the
goods or services offered by such competitor.
52
Under the amendment, the review process of mergers and acquisitions by the Mexican Antitrust
Commission, is modified by:
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Raising the thresholds to make a concentration a reportable transaction. |
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Empowering the Mexican Antitrust Commission to issue a waiting order before a reported
transaction may be closed, if such order is issued within ten business days from the date
the transaction is reported to the Mexican Antitrust Commission. |
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Requiring the Mexican Antitrust Commission to rule upon a reported transaction that the
filing party deems that it does not notoriously restrain competition (attaching the
necessary evidence), within 15 business days from the filing date. |
Additionally, the amendments provide for a significant enhancement of the Mexican Antitrust
Commission authority:
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An overreaching authority to determine whether competition, effective competition, market
power and competition conditions in a specific market exist or not, either such
determination is required under the antitrust law or if required under any other statute
that requires a determination of market conditions. |
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To issue binding opinions in competition matters whether required by specific statutes,
or required by other federal authorities. Such opinions shall also be issued in connection
with decrees, regulations, governmental determinations and other governmental acts (such as
public bid rules) which may have an anticompetitive effect. |
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To issue an opinion related to effective competition conditions in a specific market or
to the market power of a given agent in a market. |
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To issue an opinion related to the granting of concessions, licenses or permits or the
transfer of equity interests in concessionaries or licensees, are to be obtained if so
required by the relevant statues or the bid rules. |
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To perform visits to economic agents with the purpose of obtaining evidence of violations
to the law, including the ability to obtain evidence of the incurrence of a vertical or
horizontal restraint. In all cases, the Mexican Antitrust Commission must obtain a judicial
subpoena in order to proceed with the visits. Any agent that is subject to such order is
bound to allow such visits and to cooperate fully with the Mexican Antitrust Commission. |
The amendments also provide for changes in the investigation process of possible illegal
conducts.
Mexican Electoral Amendment
In 2007, the Mexican Federal Congress published an amendment to the Mexican Constitution,
pursuant to which, among other things, the IFE has the exclusive right to manage and use the
Official Broadcast Time. For
a description of Official Television Broadcast Time and Official
Radio Broadcast Time, see Information of the
Company Business Overview Business Strategy Maintaining Our Leading Position in the Mexican Television Market
Advertising Sales Plan and Information of the Company
Business Overview Other Businesses Radio Stations. The IFE
has the exclusive right to use the Official Broadcast Time for its own purposes and for the use of
political parties in Mexico (as provided in the Mexican Constitution) for self promotion and, when
applicable, to promote their electoral campaigns during election day,
pre-campaign and campaign periods.
The IFE and the political parties must comply with certain requirements included in the
Constitutional Amendment for the use of Official Broadcast Time. During federal electoral periods,
the IFE will be granted, per the Constitutional Amendment, 48 minutes per day in each radio station
and television channel, to be used during pre-campaign periods in two and up to three minutes per
broadcast hour in each radio station and television channel, of which all the political parties
will be jointly entitled, to use one minute per broadcast hour. During campaign periods, at least
85% of the 48 minutes per day, shall be allocated among the political parties, and the remaining
15% may be used by the IFE for its own purposes. During non-electoral periods, the IFE will be
assigned with up to 12% of the Official Broadcast Time, half of which shall be allocated among the
political parties. In the event that local elections are held simultaneously with federal
elections, the broadcast time granted to the IFE shall be used for the federal and the local
elections. During any other local electoral periods, the allocation of broadcast time will be made
pursuant to the criteria established by the Constitutional Amendment
and as such criteria is
reflected in applicable law.
In addition to the foregoing, pursuant to the Constitutional Amendment political parties are
forbidden to purchase or acquire advertising time directly or through third parties, from radio or
television stations; likewise, third parties shall not acquire advertising time from radio or television stations for the broadcasting of advertisements which may
influence the electoral preferences of Mexican citizens, nor in favor or against political parties
or candidates to offices elected by popular vote.
53
We believe we have been operating our business in compliance with the provisions of the
Constitutional Amendment; however, we have filed legal actions contesting certain provisions of
such Constitutional Amendment.
At this time, the Constitutional Amendment has not resulted in an economic impact upon our
radio and television business that can be determined; nonetheless this may not be the case in the
future. We cannot predict the outcome of the legal actions brought by the Company against the
Constitutional Amendment. A decrease in paid advertising of the nature described above could lead
to a decrease in our television or radio revenues.
Significant Subsidiaries
The table below sets forth our significant subsidiaries and Innova, a consolidated variable
interest entity, as of December 31, 2008.
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Jurisdiction of |
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Organization or |
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Percentage |
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Name of Significant Subsidiary |
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Incorporation |
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Ownership(1) |
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Corporativo Vasco de Quiroga, S.A. de C.V.(2)(3) |
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Mexico |
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100.0 |
% |
CVQ Espectáculos, S.A. de C.V.(2)(3) |
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Mexico |
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100.0 |
% |
Editora Factum, S.A. de C.V.(3)(4) |
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Mexico |
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100.0 |
% |
Empresas Cablevisión, S.A.B de C.V.(3)(5) |
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Mexico |
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51.0 |
% |
Editorial Televisa, S.A. de C.V.(3)(6) |
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Mexico |
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100.0 |
% |
Factum Más, S.A. de C.V.(3)(7)(8) |
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Mexico |
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100.0 |
% |
Sky DTH, S. de R.L. de C.V.(3)(7) |
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Mexico |
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100.0 |
% |
Innova, S. de R.L. de C.V. (Innova)(9) |
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Mexico |
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58.7 |
% |
Grupo Distribuidoras Intermex, S.A. de C.V.(3)(10) |
|
Mexico |
|
|
100.0 |
% |
Paxia, S.A. de C.V.(3)(11) |
|
Mexico |
|
|
100.0 |
% |
Sistema Radiópolis, S.A. de C.V.(2)(3)(12) |
|
Mexico |
|
|
50.0 |
% |
Telesistema Mexicano, S.A. de C.V.(13) |
|
Mexico |
|
|
100.0 |
% |
G-Televisa-D, S.A. de C.V.(14) |
|
Mexico |
|
|
100.0 |
% |
Televisa, S.A. de C.V.(15) |
|
Mexico |
|
|
100.0 |
% |
Televisa Juegos, S.A. de C.V.(2)(3)(16) |
|
Mexico |
|
|
100.0 |
% |
Televisión Independiente de México, S.A. de C.V.(3)(13) |
|
Mexico |
|
|
100.0 |
% |
(1) |
|
Percentage of equity owned by us directly or indirectly through subsidiaries or affiliates. |
|
(2) |
|
One of four direct subsidiaries through which we conduct the operations of our Other Businesses segment,
excluding Internet operations. |
|
(3) |
|
While this subsidiary is not a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X
under the Securities Act, we have included this subsidiary in the table above to provide a more complete
description of our operations. |
|
(4) |
|
Subsidiary through which we own equity interests in and conduct the operations of our Cable and Telecom segment. |
|
(5) |
|
Indirect subsidiary through which we conduct the operations of our Cable and Telecom segment. |
|
(6) |
|
Direct subsidiary through which we conduct the operations of our Publishing segment. |
|
(7) |
|
One of two subsidiaries through which we own our equity interest in Innova. |
|
(8) |
|
Direct subsidiary through which we own equity interests in and conduct our Internet business. |
|
(9) |
|
Consolidated variable interest entity through which we conduct the operations of our Sky segment. We currently
own a 58.7% interest in Innova. |
|
(10) |
|
Direct subsidiary through which we conduct the operations of our Publishing Distribution segment. |
|
(11) |
|
Direct subsidiary through which we maintain 99.99% of the equity of Alvafig, a holding company with a 58.3%
interest in the total capital stock of Cablemás, at May 31, 2009. |
|
(12) |
|
Direct subsidiary through which we conduct the operations of our Radio business. |
|
(13) |
|
One of two direct subsidiaries through which we conduct the operations of our Television Broadcasting, Pay
Television Networks and Programming Exports segments. |
54
(14) |
|
Indirect subsidiary through which we conduct certain operations of our Television Broadcasting segment. |
|
(15) |
|
Indirect subsidiary through which we conduct the operations of our Television Broadcasting, Pay Television
Networks and Programming Exports segments. |
|
(16) |
|
Direct subsidiary through which we conduct the operations of our Gaming business. |
Property, Plant and Equipment
Broadcasting, Office and Production Facilities. Our properties consist primarily of
broadcasting, production facilities, television and reporter stations, technical operations
facilities, workshops, studios and office facilities, most of which are located in Mexico. We own
most of our properties or lease offices and facilities through indirect wholly owned and majority
owned subsidiaries. There are no major encumbrances on any of our properties, and we currently do
not have any significant plans to construct any new properties or expand or improve our existing
properties. Our principal offices, which we own, are located in Santa Fe, a suburb of Mexico City.
Each of our television stations has individual transmission facilities located in Mexico,
substantially all of which we own. Our television production operations are concentrated in three
locations in Mexico City, 14 studios in San Angel, 12 studios located in Chapultepec and 3 studios
in Santa Fe. We own substantially all of these studios. The local television stations wholly or
majority owned by us have in the aggregate 42 production studios. We own other properties used in
connection with our operations, including a training center, technical operations facilities,
studios, workshops, television and repeater stations, and office facilities. We beneficially own
Azteca Stadium, which seats approximately 105,000 people, through a trust arrangement that was
renewed in 1993 for a term of 30 years and that may be extended for additional periods. In the
aggregate, these properties, excluding Azteca Stadium, currently represent approximately 4.9
million square feet of space, of which over 3.4 million square feet are located in Mexico City and
the surrounding areas, and approximately 1.5 million square feet are located outside of Mexico City
and the surrounding areas.
Our cable television, radio, publishing and Mexican DTH satellite service businesses are
located in Mexico City. We also own the transmission and production equipment and facilities of our
radio stations located outside Mexico City.
We also own or lease over a total of 534,859 square feet in properties in the United States,
Latin America, Spain and Switzerland in connection with our operations there. We own or lease all
of these properties through indirect wholly owned and majority owned subsidiaries. The following
table summarizes our real estate and lease agreements in the United States, Latin America, Spain
and Switzerland.
|
|
|
|
|
|
|
|
|
Number of |
|
|
Operations |
|
Properties |
|
Location |
Television and news activities |
|
|
|
|
|
|
Owned properties
|
|
|
2 |
|
|
San Diego, California(1) |
Leased properties
|
|
|
|
|
|
Buenos Aires, Argentina(1) |
|
|
|
4 |
|
|
Madrid, Spain(2) |
|
|
|
|
|
|
San Diego, California(1) |
|
|
|
|
|
|
Zug, Switzerland(1) |
Publishing activities
|
|
|
|
|
|
|
Owned properties
|
|
|
7 |
|
|
Miami, Florida(1) |
|
|
|
|
|
|
Santiago, Chile(1) |
|
|
|
|
|
|
Quito, Ecuador(1) |
|
|
|
|
|
|
Guayaguil, Ecuador(1) |
|
|
|
|
|
|
Caracas Venezuela (1) |
|
|
|
|
|
|
Buenos Aires, Argentina(2) |
|
|
|
|
|
|
|
Leased properties
|
|
|
9 |
|
|
Beverly Hills, California(1) |
|
|
|
|
|
|
Miami, Florida(1) |
|
|
|
|
|
|
New York, New York(1) |
|
|
|
|
|
|
Medellín, Colombia(1) |
|
|
|
|
|
|
Bogota, Colombia(2) |
|
|
|
|
|
|
Quito, Ecuador(1) |
|
|
|
|
|
|
Caracas, Venezuela(1) |
|
|
|
|
|
|
San Juan, Puerto Rico(1) |
55
|
|
|
|
|
|
|
|
|
Number of |
|
|
Operations |
|
Properties |
|
Location |
Publishing distribution and other activities |
|
|
|
|
|
|
Owned properties
|
|
|
2 |
|
|
Lima, Peru(1) |
|
|
|
|
|
|
Guayaquil, Ecuador(1) |
|
|
|
|
|
|
|
Leased properties
|
|
|
81 |
|
|
Quito, Ecuador(2) |
|
|
|
|
|
|
Guayaquil, Ecuador(1) |
|
|
|
|
|
|
Buenos Aires, Argentina(2) |
|
|
|
|
|
|
Panamá, Panamá(2) |
|
|
|
|
|
|
Santiago, Chile (44) |
|
|
|
|
|
|
Armenia, Colombia(1) |
|
|
|
|
|
|
Barranquilla, Colombia(3) |
|
|
|
|
|
|
Bogota, Colombia(3) |
|
|
|
|
|
|
Bucaramanga, Colombia(1) |
|
|
|
|
|
|
Cali, Colombia(5) |
|
|
|
|
|
|
Cartagena, Colombia(1) |
|
|
|
|
|
|
Colombia, Colombia(2) |
|
|
|
|
|
|
Ibage, Colombia(1) |
|
|
|
|
|
|
Manizales, Colombia(1) |
|
|
|
|
|
|
Medellín, Colombia(4) |
|
|
|
|
|
|
Pasto, Colombia(1) |
|
|
|
|
|
|
Pompayan, Colombia(1) |
|
|
|
|
|
|
Pereira, Colombia(1) |
|
|
|
|
|
|
Santa Martha, Colombia(1) |
|
|
|
|
|
|
Sincelejo, Colombia,(1) |
|
|
|
|
|
|
Villavicencio, Colombia(1) |
|
|
|
|
|
|
Lima, Peru(2) |
|
|
|
|
|
|
|
DTH |
|
|
|
|
|
|
Leased properties
|
|
|
5 |
|
|
San José, Costa Rica(1) |
|
|
|
|
|
|
Guatemala (1) |
|
|
|
|
|
|
Nicaragua (1) |
|
|
|
|
|
|
Panama (1)
Dominicana (1) |
|
|
|
|
|
|
|
Telephony |
|
|
|
|
|
|
Leased properties
|
|
|
7 |
|
|
San Antonio, Texas(3) |
|
|
|
|
|
|
Dallas, Texas (2) |
|
|
|
|
|
|
McAllen, Texas (1) |
|
|
|
|
|
|
Mission, Texas (1) |
Satellites. We currently use transponder capacity on five satellites: Satmex V, which reaches
Mexico, the United States, Latin America, except Brazil, and the Caribbean; Solidaridad II, which
reaches only Mexico; Intelsat 3-R (formerly PAS 3-R), which reaches North America, Western Europe,
Latin America and the Caribbean; and Galaxy 16 (formerly Galaxy IVR), which reaches Mexico, the
U.S. and Canada. The Intelsat 9 (formerly PAS-9) satellite is currently functioning and its period
of operation is expected to last 15 years (life expectancy through 2019). With Intelsat, we are
evaluating alternatives to replace Intelsat 9. Intelsat 9 provides coverage of Central America,
Mexico, the Southern United States and the Caribbean. Intelsat will launch a back-up satellite for
our DTH joint venture operations in the first quarter of 2010, and we estimate that it will start
operations in the first quarter of 2010 as well. For a description of guarantees related to our DTH
joint venture transponder obligations, see Note 11 to our year-end financial statements.
On September 20, 1996, PanAmSat (now Intelsat), our primary satellite service provider, agreed
to provide U.S. transponder service on three to five PAS-3R Ku-band transponders, at least three of
which were intended to be for the delivery of DTH satellite services to Spain. Under the PAS-3R
transponder contract, as amended, we were required to pay for five transponders at an annual fee
for each transponder of U.S.$3.1 million. We currently have available transponder capacity on two
36 MHz C-band transponders on Galaxy 16 (formerly, Galaxy IVR), which reaches Mexico, the United
States and Canada, due to an exchange with three of the five 54 MHz Ku-band transponders on PAS-3R
described above. For each of the 36 MHz C-band transponders we pay an annual fee of approximately
U.S.$3.7 million.
On December 2005, we signed an extension with PanAmSat, for the use of three transponders on
PAS-3R satellite until 2009 and 2012 and two transponders in Galaxy IVR (replaced by Galaxy 16)
satellite until 2016.
56
PanAmSat and DIRECTV announced the completion of the sale of PanAmSat on August 20, 2004, to
affiliates of Kohlberg, Kravis, Roberts & Co. L.P., The Carlyle Group and Providence Equity
Partners, Inc.
On June 19, 2006, the FCC announced that it has approved the merger of Intelsat, Ltd., or
Intelsat, with PanAmSat Holding Corporation, or PanAmSat. Intelsat and PanAmSat announced the
conclusion of their merger transaction on July 3, 2006. Previously, on August 29, 2005, Intelsat
and PanAmSat announced the merger of both companies by means of an acquisition of PanAmSat by
Intelsat, creating a world-class communications solution provider.
On August 14, 2006, Televisas main network broadcast operation was successfully relocated
from satellite Galaxy IVR to Galaxy 16. Televisas broadcast was formerly conducted through Galaxy
IVR, which experienced an irreparable damage that shortened its expected operational life.
On February 1, 2007, Intelsat renamed some of their satellite fleet recently acquired with the
merger with PanAmSat: current names for PAS-9 and PAS-3R are IS-9 and IS-3R, respectively. Intelsat
kept the name of Galaxy 16. In December 2007, Innova and Sky Brasil reached an agreement with
Intelsat Corporation and Intelsat LLC to build and launch a new 24-transponder satellite, IS-16,
for which service will be dedicated to Sky and Sky Brasil over the satellites estimated 15-year
life. The satellite will be manufactured by Orbital Sciences Corporation and is expected to launch
in the first semester of 2010.
With several new domestic and international satellites having been launched recently, and with
several others scheduled for launch in the next few years, including those scheduled for launch by
the new Intelsat company, we believe that we will be able to secure satellite capacity to meet our
needs in the future, although no assurance can be given in this regard.
Insurance. We maintain comprehensive insurance coverage for our offices, equipment and other
property, subject to some limitations, that result from a business interruption due to natural
disasters or other similar events, however, we do not maintain business interruption insurance for
our DTH business in case of loss of satellite transmission.
Item 5. Operating and Financial Review and Prospects
You should read the following discussion together with our year-end financial statements and
the accompanying notes, which appear elsewhere in this annual report. This annual report contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in these forward-looking statements. Factors that could
cause or contribute to these differences include, but are not limited to, those discussed below and
elsewhere in this annual report, particularly in Key Information Risk Factors. In addition to
the other information in this annual report, investors should consider carefully the following
discussion and the information set forth under Key Information Risk Factors before evaluating
us and our business.
Preparation of Financial Statements
Our year-end financial statements have been prepared in accordance with Mexican FRS, which
differ in some significant respects from U.S. GAAP. Note 23 to our year-end financial statements
describes certain differences between Mexican FRS and U.S. GAAP as they relate to us through
December 31, 2008. Note 23 to our year-end financial statements provides a reconciliation to U.S.
GAAP of net income and total stockholders equity. Note 23 to our year-end financial statements
also presents all other disclosures required by U.S. GAAP, as well as condensed financial statement
data.
As required by Mexican FRS, beginning on January 1, 2008, we discontinued recognizing the
effects of inflation in our financial information. Accordingly, our financial statements as of
December 31, 2006 and 2007 and for the years ended on those dates are stated in Mexican Pesos in
purchasing power as of December 31, 2007. The financial information as of and for the year ended
December 31, 2008 is not directly comparable to prior periods due to the recognition of inflation
effects in financial information in prior periods. Our financial information for the year ended
December 31, 2008 maintained the inflation adjustments recognized in prior years in our
consolidated stockholders equity, and the inflation-adjusted amounts for nonmonetary assets and
liabilities at December 31, 2007 became the accounting basis for those assets and liabilities
beginning on January 1, 2008 and for subsequent periods. In discussing results of operations for
the year ended December 31, 2008 compared to the year ended December 31, 2007, we have provided
below in the discussion of line items a percentage increase in certain 2007 line items that
reflects the impact the inflation adjustment had when applying inflation accounting to that line
item in 2007.
57
Results of Operations
The following tables set forth our results of operations data for the indicated periods as a
percentage of net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,(1) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Segment Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Television Broadcasting |
|
|
53.7 |
% |
|
|
49.7 |
% |
|
|
43.7 |
% |
Pay Television Networks |
|
|
3.4 |
|
|
|
4.3 |
|
|
|
4.5 |
|
Programming Exports |
|
|
5.4 |
|
|
|
5.3 |
|
|
|
5.0 |
|
Publishing |
|
|
7.4 |
|
|
|
7.8 |
|
|
|
7.5 |
|
Sky |
|
|
19.1 |
|
|
|
19.7 |
|
|
|
18.7 |
|
Cable and Telecom |
|
|
5.1 |
|
|
|
6.1 |
|
|
|
13.5 |
|
Other Businesses |
|
|
5.9 |
|
|
|
7.1 |
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
Total Segment Net Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Intersegment Operations |
|
|
(2.8 |
) |
|
|
(2.6 |
) |
|
|
(2.3 |
) |
|
|
|
|
|
|
|
|
|
|
Total Consolidated Net Sales |
|
|
97.2 |
% |
|
|
97.4 |
% |
|
|
97.7 |
% |
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Sales(2) |
|
|
42.7 |
% |
|
|
43.6 |
% |
|
|
44.9 |
% |
Selling Expenses(2) |
|
|
7.9 |
|
|
|
7.9 |
|
|
|
8.2 |
|
Administrative Expenses(2) |
|
|
6.1 |
|
|
|
5.9 |
|
|
|
6.4 |
|
Depreciation and Amortization |
|
|
7.1 |
|
|
|
7.8 |
|
|
|
9.0 |
|
Consolidated Operating Income |
|
|
36.2 |
|
|
|
34.8 |
|
|
|
31.5 |
|
|
|
|
|
|
|
|
|
|
|
Total Net Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
(1) |
|
Certain segment data set forth in these tables may vary from certain data set forth in our
year-end consolidated financial statements due to differences in rounding. The segment net
sales and total segment net sales data set forth in this annual report reflect sales from
intersegment operations in all periods presented. See Note 22 to our year-end financial
statements. |
|
(2) |
|
Excluding depreciation and amortization. |
58
Summary of Business Segment Results
The following table sets forth the net sales and operating segment income (loss) of each of our
business segments and intersegment sales, corporate expenses and depreciation and amortization for
the years ended December 31, 2006, 2007 and 2008. In 2003, we adopted the provisions of Bulletin
B-5, Financial Information by Segments issued by the Mexican Institute of Public Accountants, or
MIPA. This standard requires us to look to our internal organizational structure and reporting
system to identify our business segments. In accordance with this standard, we currently classify
our operations into seven business segments: Television Broadcasting, Pay Television Networks,
Programming Exports, Publishing, Sky, Cable and Telecom, and Other Businesses. In 2007, we changed
the names of two of our segments Sky Mexico to Sky, because we began operations in Central
America, and Cable Television to Cable and Telecom due to the consolidation of Bestel, a
telecommunication company, into this segment. The Companys Radio and Publishing Distribution
businesses were presented as separate reportable segments in 2006 and 2007. Beginning in 2007
Radio was classified into the Other Businesses segment and beginning in the third quarter of
2008 Publishing Distribution was classified into the Other Businesses segment since its
operations were no longer significant to the Companys consolidated financial statements taken as a
whole. See Recently Issued Mexican Financial Reporting Standards and Note 1(t) to our year-end
financial statements. We have restated our segment results for the prior periods to reflect these
changes in segment reporting. Our results for 2008, include Cablemás, a significant cable operator
in Mexico into the Cable and Telecom segment. Effective June 1, 2008, we began consolidating the
assets, liabilities and results of operations of Cablemás in our consolidated financial statements.
See Note 2 to our year end financial statements. In discussing results of operations for the year
ended December 31, 2008 compared to the year ended December 31, 2007, we have provided below in the
discussion of line items a percentage increase in certain 2007 line items that reflects the impact
the inflation adjustment had when applying inflation accounting to that line item in 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,(1) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
|
(Millions of Pesos) |
|
Segment Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
Television Broadcasting |
|
Ps. |
21,760.4 |
|
|
Ps. |
21,213.2 |
|
|
Ps. |
21,460.7 |
|
Pay Television Networks |
|
|
1,379.0 |
|
|
|
1,852.0 |
|
|
|
2,212.5 |
|
Programming Exports |
|
|
2,190.3 |
|
|
|
2,262.1 |
|
|
|
2,437.2 |
|
Publishing |
|
|
2,993.9 |
|
|
|
3,311.9 |
|
|
|
3,700.4 |
|
Sky |
|
|
7,732.9 |
|
|
|
8,402.2 |
|
|
|
9,162.2 |
|
Cable and Telecom |
|
|
2,059.4 |
|
|
|
2,611.6 |
|
|
|
6,623.4 |
|
Other Businesses |
|
|
2,372.1 |
|
|
|
3,039.6 |
|
|
|
3,498.5 |
|
Total Segment Net Sales |
|
|
40,488.0 |
|
|
|
42,692.6 |
|
|
|
49,094.9 |
|
Intersegment Operations |
|
|
(1,130.3 |
) |
|
|
(1,131.1 |
) |
|
|
(1,122.6 |
) |
|
|
|
|
|
|
|
|
|
|
Total Consolidated Net Sales |
|
Ps. |
39,357.7 |
|
|
Ps. |
41,561.5 |
|
|
Ps. |
47,972.3 |
|
|
|
|
|
|
|
|
|
|
|
Operating Segment Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Television Broadcasting |
|
Ps. |
10,996.3 |
|
|
Ps. |
10,518.1 |
|
|
Ps. |
10,504.9 |
|
Pay Television Networks |
|
|
707.9 |
|
|
|
1,150.2 |
|
|
|
1,378.2 |
|
Programming Exports |
|
|
902.0 |
|
|
|
1,032.0 |
|
|
|
1,076.8 |
|
Publishing |
|
|
576.7 |
|
|
|
624.4 |
|
|
|
648.6 |
|
Sky |
|
|
3,689.1 |
|
|
|
4,037.9 |
|
|
|
4,416.8 |
|
Cable and Telecom |
|
|
847.5 |
|
|
|
947.2 |
|
|
|
2,134.8 |
|
Other Businesses |
|
|
(206.2 |
) |
|
|
(237.5 |
) |
|
|
(242.9 |
) |
|
|
|
|
|
|
|
|
|
|
Total Operating Segment Income(2) |
|
|
17,513.3 |
|
|
|
18,072.3 |
|
|
|
19,917.2 |
|
Corporate Expenses(2) |
|
|
(467.8 |
) |
|
|
(368.3 |
) |
|
|
(478.3 |
) |
Depreciation and Amortization |
|
|
(2,779.8 |
) |
|
|
(3,223.1 |
) |
|
|
(4,311.1 |
) |
|
|
|
|
|
|
|
|
|
|
Total Consolidated Operating Income(3) |
|
Ps. |
14,265.7 |
|
|
Ps. |
14,480.9 |
|
|
Ps. |
15,127.8 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Certain segment data set forth in these tables may vary from certain
data set forth in our year-end financial statements due to differences
in rounding. The segment net sales and total segment net sales data
set forth in this annual report reflect sales from intersegment
operations in all periods presented. See Note 22 to our year-end
financial statements. |
|
(2) |
|
The operating segment income (loss), and total operating segment
income data set forth in this annual report do not reflect corporate
expenses and depreciation and amortization in any period presented,
but are presented herein to facilitate the discussion of segment
results. |
|
(3) |
|
Total consolidated operating income reflects corporate expenses and
depreciation and amortization in all periods presented. See Note 22 to
our year-end financial statements. |
59
Seasonality
Our results of operations are seasonal. We typically recognize a disproportionately large
percentage of our overall advertising net sales in the fourth quarter in connection with the
holiday shopping season. For example, in 2006, 2007 and 2008, we recognized 28.3%, 29.9% and 30.2%,
respectively, of our net sales in the fourth quarter of the year. Our costs, in contrast to our
revenues, are more evenly incurred throughout the year and generally do not correlate to the amount
of advertising sales.
Results of Operations for the Year Ended December 31, 2008
Compared to the Year Ended December 31, 2007
Total Segment Results
Net Sales
Our net sales increased by Ps.6,410.8 million, or 15.4%, to Ps.47,972.3 million for the year
ended December 31, 2008 from Ps.41,561.5 million for the year ended December 31, 2007. This
increase reflects a revenue growth in our Cable and Telecom, Sky, Publishing, Pay Television
Networks, Television Broadcasting, Programming Exports and Other Businesses segments. These
increases were partially offset by a 2007 inflation effect of 3.2%.
Cost of Sales
Cost of sales increased by Ps.3,428.0 million, or 18.9%, to Ps.21,556.0 million for the year
ended December 31, 2008 from Ps.18,128.0 million for the year ended December 31, 2007. This
increase was due to higher costs in our Cable and Telecom, Publishing, Sky, Television
Broadcasting, Programming Exports, Pay Television Networks and Other Businesses segments. These
increases were partially offset by a 2007 inflation effect of 2.4%.
Selling Expenses
Selling expenses increased by Ps.641.7 million, or 19.6%, to Ps.3,919.2 million for the year
ended December 31, 2008 from Ps.3,277.5 million for the year ended December 31, 2007. This increase
was attributable to higher selling expenses in our Cable and Telecom, Sky, Television Broadcasting,
Publishing, Pay Television Networks, Programming Exports and Other Businesses segments, as a result
of increases in promotional and advertising expenses and commissions paid. These increases were
partially offset by a 2007 inflation effect of 2.3%.
Administrative Expenses
Administrative expenses increased by Ps.606.2 million, or 24.7%, to Ps.3,058.2 million for the
year ended December 31, 2008 from Ps.2,452.0 million for the year ended December 31, 2007. This
increase reflects the administrative expense growth in our Cable and Telecom, Television
Broadcasting, Publishing, Pay Television Networks, Sky and Programming Exports segments; as well as
an increase in corporate expenses due to higher share-based compensation expense, which amounted to
approximately Ps.222.0 million in 2008, compared with Ps.140.5 million in 2007. These increases
were partially offset by lower administrative expenses in our Other Businesses segment and by a
2007 inflation effect of 2.6%.
Television Broadcasting
Television Broadcasting net sales are derived primarily from the sale of advertising time on
our national television networks, Channels 2, 4, 5 and 9, and local stations, including our English
language station on the Mexico/U.S. border. The contribution of local stations net sales to
Television Broadcasting net sales was 13.3% in 2007 and 13.0% in 2008. No Television Broadcasting
advertiser accounted for more than 10% of Television Broadcasting advertising sales in any of these
years.
Television Broadcasting net sales, representing 49.7% and 43.7% of our total segment net sales
for the years ended December 31, 2007 and 2008, respectively, increased by Ps.247.5 million, or
1.2%, to Ps.21,460.7 million for the year ended December 31, 2008 from Ps.21,213.2 million for the
year ended December 31, 2007. This increase was attributable to strong ratings primarily in prime
time and by our broadcast of the 2008 Olympic Games. These increases were partially offset by a
2007 inflation effect of 3.5%.
60
Television Broadcasting operating segment income had a marginal decrease by Ps.13.2 million,
or 0.1%, to Ps.10,504.9 million for the year ended December 31, 2008 from Ps.10,518.1 million for
the year ended December 31, 2007. This decrease was due to the increase in cost of sales due to the
production and broadcast costs of the 2008 Olympic Games and an increase in operating expenses
driven by higher commissions paid and personnel expenses, as well as a 2007 inflation effect of
5.0%, which was partially offset by the increase in net sales.
Advertising Rates and Sales
We sell commercial time in two ways: upfront and scatter basis. Advertisers that elect the
upfront option lock in prices for the upcoming year, regardless of future price changes.
Advertisers that choose the upfront option make annual prepayments, with cash or short-term notes,
are charged the lowest rates for their commercial time, are given the highest priority in schedule
placement, and are given a first option in advertising during special programs. Scatter
advertisers, or advertisers who choose not to make upfront payments but rather advertise from time
to time, risk both higher prices and lack of access to choice commercial time slots. We sell
advertising to our customers on a cost per rating point basis.
The Mexican government does not restrict our ability to set our advertising rates. In setting
advertising rates and terms, we consider, among other factors, the likely effect of rate increases
on the volume of advertising sales. We have historically been flexible in setting rates and terms
for our television advertising. Nominal rate increases have traditionally varied across daytime
hours, and the same price increases have not been implemented for all programs, with higher
increases in certain programs as a result of high demand for advertising during certain hours.
During 2007 and 2008, we increased our nominal advertising rates. During prime time
broadcasts, we sold an aggregate of 1,416 hours of advertising time in 2007 and 1,473 hours in
2008. During sign-on to sign-off hours, we sold 3,050 hours of advertising time in 2007 and 3,033
hours in 2008. Television Broadcasting advertising time that is not sold to the public is primarily
used to satisfy our legal obligation to the Mexican government to provide Official Television
Broadcast Time and to promote, among other things, our television products.
As of December 31, 2007 and December 31, 2008, we had received Ps.16,085.0 million (nominal)
and Ps.16,881.6 million (nominal), respectively, of advertising deposits for television advertising
time during 2008 and 2009, representing approximately U.S.$1,472.7 million and U.S.$1,219.8 million
at the applicable year-end exchange rates. Approximately 67.9% and 67.8% of these deposits as of
December 31, 2007 and 2008, respectively, were in the form of short-term, non-interest bearing
notes, with the remainder in each of these years consisting of cash deposits. The weighted average
maturity of these notes at December 31, 2007 and 2008 was 3.6 months and 4.0 months, respectively.
Pay Television Networks
Pay Television Networks net sales are derived primarily from revenues received in exchange for
providing television channels to pay television providers servicing the United States, Europe, the
Caribbean, Australia, Latin America and Canada, including other cable systems in Mexico and the DTH
satellite joint venture in which we have an interest. Pay television networks net sales also
include the revenues from TuTv, our pay-TV joint venture in the United States with Univision.
Revenues from advertising time sold with respect to programs provided to cable systems in Mexico
and internationally are also reflected in this segment. Pay Television Networks sell advertising
independently from our other media-related segments on a scatter basis.
Pay Television Networks net sales, representing 4.3% and 4.5% of our total segment net sales
for the years ended December 31, 2007 and 2008, respectively, increased by Ps.360.5 million, or
19.5%, to Ps.2,212.5 million for the year ended December 31, 2008 from Ps.1,852.0 million for the
year ended December 31, 2007. This increase reflects higher revenues from signals sold in Mexico,
Latin America and Spain and an increase in advertising sales. This increase was partially offset
by a 2007 inflation effect of 2.4%.
Pay Television Networks operating segment income increased by Ps.228.0 million, or 19.8%, to
Ps.1,378.2 million for the year ended December 31, 2008, from Ps.1,150.2 million for the year ended
December 31, 2007, primarily due to higher sales that were partially offset by an increase in cost
of sales mainly by costs of programs produced by the Company and third parties and an increase in
operating expenses due to higher promotional and advertising expenses and commissions paid and by a
2007 inflation effect of 2.4%.
61
Programming Exports
Programming Exports net sales consist primarily of revenues from program license agreements
and principally relate to our telenovelas and our variety programs. In 2007 and 2008, 68.1% and
68.4%, respectively, of net sales for this segment were attributable to programming licensed under
our program license agreement with Univision. In 2007 and 2008, we received U.S.$138.0 million and
U.S.$146.5 million, respectively, in program royalties from Univision, related to the Univision
Network and Galavision Network.
Programming Exports net sales, representing 5.3% and 5.0% of our total segment net sales for
the years ended December 31, 2007 and 2008, respectively, increased by Ps.175.1 million, or 7.7%,
to Ps.2,437.2 million for the year ended December 31, 2008 from Ps.2,262.1 million for the year
ended December 31, 2007. This increase was primarily due to higher royalties paid to us under the
Program License Agreement entered into with Univision in the amount of U.S.$146.5 million, for the
year ended December 31, 2008 as compared to U.S.$138.0 million, for the year ended December 31,
2007, as well as an increase in export sales to Latin America and a positive translation effect on
foreign-currency denominated sales. These increases were partially offset by lower export sales to
Europe, Asia and Africa and by a 2007 inflation effect of 2.4%.
Programming Exports operating segment income increased by Ps.44.8 million, or 4.3%, to
Ps.1,076.8 million for the year ended December 31, 2008 from Ps.1,032.0 million for the year ended
December 31, 2007. This increase was primarily due to the increase in net sales, and was partially
offset by an increase in cost of sales due to higher programming costs and operating expenses,
primarily due to an increase in personnel expenses and by a 2007 inflation effect of 2.5%.
Publishing
Publishing net sales are primarily derived from the sale of advertising pages in our various
magazines, as well as magazine sales to distributors. Our Publishing segment sells advertising
independently from our other media-related segments. Advertising rates are based on the publication
and the assigned space of the advertisement.
Publishing net sales, representing 7.8% and 7.5% of our total segment net sales for the years
ended December 31, 2007 and 2008, respectively, increased by Ps.388.5 million, or 11.7%, to
Ps.3,700.4 million for the year ended December 31, 2008 from Ps.3,311.9 million for the year ended
December 31, 2007. The annual increase was driven by higher revenues from magazine circulation and
advertising pages sold abroad partly due to the consolidation of Editorial Atlántida, a publishing
company in Argentina, beginning September 2007; a greater number of advertising pages sold in
Mexico, and a positive translation effect on foreign-currency denominated sales. This increase was
partially offset by a 2007 inflation effect of 1.3%.
Publishing operating segment income increased by Ps.24.2 million, or 3.9%, to Ps.648.6 million
for the year ended December 31, 2008 from Ps.624.4 million for the year ended December 31, 2007.
This increase reflects higher sales and a 2007 inflation effect of 0.1% which, were partially
offset by higher cost of sales and operating expenses, due to the consolidation of Editorial
Atlántida, as well as an increase in costs of supplies and personnel.
Sky
Sky net sales are primarily derived from program services, installation fees and equipment
rental to subscribers, and national advertising sales.
Sky net sales, representing 19.7% and 18.7% of our total segments net sales for the years
ended December 31, 2007 and 2008 respectively, increased by Ps.760.0 million or 9.0% to Ps.9,162.2
million for the year ended December 31, 2008 from Ps.8,402.2 million for the year ended December
31, 2007. This increase was primarily due to an increase in its subscriber base in Mexico, a growth
of Sky operations in Central America and higher advertising revenues. This increase was partially
offset by a 2007 inflation effect of 2.4%. As of December 31, 2008 the number of gross active
subscribers increased to 1,759,800 (including 128,900 commercial subscribers) compared with
1,585,100 (including 103,100 commercial subscribers) as of December 31, 2007.
Sky operating segment income increased by Ps.378.9 million or 9.4% to Ps.4,416.8 million for
the year ended December 31, 2008 from Ps.4,037.9 million for the year ended December 31, 2007. This
increase was due to the increase in net sales and was partially offset by higher programming costs
associated with the increase of our subscriber base and an increase in commissions paid,
promotional and personnel expenses, as well as a 2007 inflation effect of 2.4%.
62
Cable and Telecom
Cable and Telecom net sales are derived from Cable Television services and advertising sales.
Net sales for Cable Television services generally consist of monthly subscription fees for basic
and premium service packages, fees charged for pay-per-view programming and, to a significantly
lesser extent, monthly rental and one-time installation fees, broadband internet and telephone
services subscription. Beginning June 2008, we began to consolidate the financials of Cablemás, a
significant cable operator in Mexico operating in 49 cities into our financial statements. The
telecommunications business derives revenues from providing data and long-distance services
solutions to carriers and other telecommunications service providers through its fiber-optic
network. Net sales for Cable Television advertising consist of revenues from the sale of
advertising on Cablevisión and Cablemás. From July 2005 to October 2007, Maximedios Alternativos,
S.A. de C.V. was Cablevisións sales agent for advertising time. See Major Stockholders and
Related Party Transactions Related Party Transactions Transactions and Arrangements With
Affiliates and Related Parties of Our Directors, Officers and Major Stockholders. Rates are based
on the day and time the advertising is aired, as well as the type of programming in which the
advertising is aired. Cable subscription and advertising rates are adjusted periodically in
response to inflation and in accordance with market conditions.
Cable and Telecom net sales, representing 6.1% and 13.5% of our total segment net sales for
the years ended December 31, 2007 and 2008, respectively, increased by Ps.4,011.8 million, or
153.6%, to Ps.6,623.4 million for the year ended December 31, 2008 from Ps.2,611.6 million for the
year ended December 31, 2007. This increase was primarily due to i) a 21.3% increase in sales of
Cablevisión, driven mainly by a 21.6% increase in RGUs; ii) the
consolidation of Cablemás starting June 2008, which represented incremental revenue of Ps.1,871.0
million; and iii) the consolidation of Bestel starting December 2007, which experienced growth in
sales of Ps.1,685.5 million. This increase was partially offset by a 2007 inflation effect of 5.1%.
Cable and Telecom operating segment income increased by Ps.1,187.6 million, or 125.4%, to
Ps.2,134.8 million for the year ended December 31, 2008 from Ps.947.2 million for the year ended
December 31, 2007. These results reflect higher sales, including operating segment income of
Ps.638.0 million from the consolidation of Cablemás and an increase in Bestels operating segment
income of Ps.285.9 million, that were partially offset by an increase in cost of sales due
primarily due to higher signal and personnel costs as well as promotional and advertising expenses
and a 2007 inflation effect of 4.6%.
The following table sets forth the breakdown of subscribers as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
Cablevisión |
|
|
Cablemás |
|
Video |
|
|
590,690 |
|
|
|
851,172 |
|
Broadband |
|
|
199,731 |
|
|
|
242,708 |
|
Telephony |
|
|
54,068 |
|
|
|
76,112 |
|
RGUs |
|
|
844,489 |
|
|
|
1,169,992 |
|
Other Businesses
Other Businesses net sales are primarily derived from the promotion of sports and special
events in Mexico, the distribution of feature films, revenues from our internet businesses, which
includes revenues from advertisers for advertising space on Esmas.com, and revenues related to our
PSMS messaging service, gaming, radio and publishing distribution (beginning third quarter 2008).
Other Businesses net sales, representing 7.1% of our total segment net sales for both years
ended December 31, 2007 and 2008, increased by Ps.458.9 million, or 15.1%, to Ps.3,498.5 million
for the year ended December 31, 2008 from Ps.3,039.6 million for the year ended December 31, 2007.
This increase was primarily due to higher sales related to our gaming, feature-film distribution,
and radio businesses. This increase was partially offset by lower sales in our sport events
production, internet and publishing distribution businesses and by a 2007 inflation effect of 2.2%.
Other Businesses operating segment loss increased by Ps.5.4 million, or 2.3%, to Ps.242.9
million for the year ended December 31, 2008 from Ps.237.5 million for the year ended December 31,
2007. This increase reflects higher cost of sales and operating expenses related to our publishing
distribution and featurefilm distribution businesses and lower sales in our sport events
production and internet businesses; these were partially offset by higher total segment sales and a
decrease in the cost of sales of our sport events production business, lower operating expenses in
our gaming and radio businesses and by a 2007 inflation effect of 3.9%.
63
Depreciation and Amortization
Depreciation and amortization expense increased by Ps.1,088.0 million, or 33.8%, to Ps.4,311.1
million for the year ended December 31, 2008 from Ps.3,223.1 million for the year ended December
31, 2007. This change primarily reflects an increase in our Cable and Telecom (due to the
consolidation of Cablemás and Bestel), Television Broadcasting, Sky and Other Businesses segments.
This increase was partially offset by a 2007 inflation effect of 2.8%.
Non-operating Results
Other Expense, Net
Other expense, net, decreased by Ps.1.3 million, or 0.1%, to Ps.952.1 million for the year
ended December 31, 2008, compared with Ps.953.4 million for the year ended December 31, 2007. This
decrease primarily reflected the absence of a loss on disposition of shares in connection with the
sale of our interest in Univision during the first quarter of 2007, as well as U.S.$19 million in
other income resulting from the January 2009 litigation settlement with Univision. These favorable
variances were partially offset by: i) the absence of other income derived from the cancellation in
2007 of an option to acquire an equity stake in the parent company of the controlling partners of
La Sexta; ii) an increase in professional services in connection with certain litigation; iii)
higher non-cash impairment adjustments made to the carrying value of trademarks in our Publishing
segment and goodwill of certain businesses in our Television Broadcasting segment; and iv) a 2007
inflation effect of 2.6%. In 2008 other expense, net, included primarily impairment adjustments to
intangible assets, professional services in connection with certain litigation, donations and other
income derived from a litigation settlement in January 2009.
Integral Cost of Financing
Integral cost of financing significantly impacts our financial statements in periods of high
inflation or currency fluctuations. Under Mexican FRS, integral cost of financing reflects:
|
|
|
interest expense, including gains or losses from derivative instruments and the
restatement of our UDI denominated notes through 2007; |
|
|
|
foreign exchange gain or loss attributable to monetary assets and liabilities
denominated in foreign currencies, including gains or losses from derivative instruments;
and |
|
|
|
gain or loss attributable to holding monetary assets and liabilities exposed to
inflation through 2007, as we discontinued recognizing the effects of inflation in
financial information effective January 1, 2008. |
Our foreign exchange position is affected by our assets or liabilities denominated in foreign
currencies. We record a foreign exchange gain or loss if the exchange rate of the Peso to the other
currencies in which our monetary assets or liabilities are denominated varies.
The net expense attributable to integral cost of financing increased by Ps.420.7 million, to
Ps.830.9 million for the year ended December 31, 2008 from Ps.410.2 million for the year ended
December 31, 2007. This increase reflected primarily a Ps.639.4 million increase in interest expense, due primarily to a higher
principal amount of long-term debt in 2008; and a Ps.544.9 million decrease in interest income
explained mainly by a reduction of interest rates applicable to foreign currency temporary
investments in 2008. These variances were partially offset by a Ps.469.8 million increase in
foreign exchange gain resulting principally from a gain derived from foreign currency swap
contracts, which effect was partially offset by the impact in 2008 of the depreciation of the
Mexican Peso against the U.S. dollar on our net U.S. dollar liability position; and the absence in
2008 of a Ps.293.8 million loss from monetary position recognized in 2007, as we ceased
recognizing the effects of inflation in financial information effective January 1, 2008.
Equity in Losses of Affiliates, Net
This line item reflects our equity participation in the operating results and net assets of
unconsolidated businesses in which we maintain an interest, but over which we have no control. We
recognized equity in losses of affiliates up to the amount of our initial investment and subsequent
capital contributions, or beyond that amount when guaranteed commitments have been made by us in
respect of obligations incurred by affiliates.
Equity in losses of affiliates is comprised mainly by the equity in losses of La Sexta, our
40% interest in a free-to-air television channel in Spain, and Volaris, our 25% interest in a
low-cost carrier airline with a concession to operate in Mexico. Equity in losses of affiliates,
net, increased by Ps.300.6 million, or 40.1%, to Ps.1,049.9 million in 2008 compared with Ps.749.3
million in 2007. This increase reflected primarily an increase in equity in losses of La Sexta and
Volaris. This variance was partially offset by an increase in equity in income of OCEN, our 40%
interest in a live entertainment business in Mexico.
64
Income Taxes
Income taxes increased by Ps.214.6 million, or 6.4%, to Ps.3,564.2 million in 2008 from
Ps.3,349.6 million in 2007. This increase reflected a higher corporate income tax base.
We are authorized by the Mexican tax authorities to compute our income tax on a consolidated
basis. Mexican controlling companies are allowed to consolidate, for income tax purposes, income or
losses of their Mexican subsidiaries up to 100% of their share ownership in such subsidiaries.
We and our Mexican subsidiaries were also subject to an asset tax, at a tax rate of 1.25%
through December 31, 2007, on the adjusted gross value of some of our assets. The asset tax was
computed on a fully consolidated basis in 2007. The Mexican corporate income tax rate in 2006, 2007
and 2008 was 29%, 28% and 28%, respectively. In accordance with the current Mexican Income Tax Law,
the corporate income tax rate in the subsequent years will be 28%. On October 1, 2007, the Mexican
government enacted the new Flat Rate Business Tax (Impuesto
Empresarial a Tasa Única or
IETU). This law became effective as of January 1, 2008. The law introduced a flat tax, which
replaced Mexican asset tax and is applied along with Mexican regular income tax. In general,
Mexican companies are subject to paying the greater of the flat tax or the income tax. The flat tax
is calculated by applying a tax rate of 16.5% in 2008, 17% in 2009, and 17.5% in 2010 and the
following years. Although the flat tax is defined as a minimum tax, it has a wider taxable base as
many of the tax deductions allowed for income tax purposes are not allowed for the flat tax. The
flat tax is calculated on a cash flow basis. As of December 31, 2007 and 2008, this tax law change did not have an
effect on the Companys deferred tax position, and the Company does not expect to have to pay the
flat tax in the near future.
Minority Interest Net Income
Minority interest reflects that portion of operating results attributable to the interests
held by third parties in the businesses which are not wholly-owned by us, including our Sky, Cable
and Telecom, and Radio businesses.
Minority interest net income decreased by Ps.8.9 million, or 1.0%, to Ps.927.0 million in
2008, from Ps.935.9 million in 2007. This decrease primarily reflected a portion of consolidated
net income attributable to interests held by minority stockholders in our Cable and Telecom
segment, which was partially offset by a higher portion of consolidated net income attributable to
interests held by minority equity owners in our Sky segment and by a 2007 inflation effect of 2.2%.
Majority Interest Net Income
We generated net income in the amount of Ps.7,803.7 million in 2008, a decrease of 3.4% as
compared to net income of Ps.8,082.5 million in 2007. The net decrease of Ps.278.8 million
reflected:
|
|
|
a Ps.420.7 million increase in integral cost of financing, net; |
|
|
|
a Ps.300.6 million increase in equity in earnings of affiliates, net and |
|
|
|
a Ps.214.6 million increase in income taxes. |
These changes were partially offset by:
|
|
|
a Ps.646.9 million increase in operating income; |
|
|
|
a Ps.1.3 million decrease in other expense, net; and |
|
|
|
a Ps.8.9 million decrease in minority interest. |
65
Results of Operations for the Year Ended December 31, 2007
Compared to the Year Ended December 31, 2006
Total Segment Results
Net Sales
Our net sales increased by Ps.2,203.8 million, or 5.6%, to Ps.41,561.5 million for the year
ended December 31, 2007 from Ps.39,357.7 million for the year ended December 31, 2006. This
increase reflects a revenue growth in our Sky, Cable and Telecom, Pay Television Networks,
Publishing, Programming Exports and Other Businesses segments, partially offset by a decrease in
our Television Broadcasting segment in our 2007 results due to the inclusion of the political
campaigns and Soccer World Cup advertising in our 2006 results.
Cost of Sales
Cost of sales increased by Ps.1,336.8 million, or 8.0%, to Ps.18,128.0 million for the year
ended December 31, 2007 from Ps.16,791.2 million for the year ended December 31, 2006. This
increase was due to higher costs in our Cable and Telecom, Sky, Publishing, Pay Television Networks
and Other Businesses segments. These increases were partially offset by lower cost of sales in our
Television Broadcasting and Programming Exports segments.
Selling Expenses
Selling expenses increased by Ps.147.3 million, or 4.7%, to Ps.3,277.5 million for the year
ended December 31, 2007 from Ps.3,130.2 million for the year ended December 31, 2006. This increase
was attributable to higher selling expenses in our Publishing, Cable and Telecom, Pay Television
Networks and Other Businesses segments, as a result of increases in promotional and advertising
expenses and commissions paid. These increases were partially offset by lower selling expenses in
our Programming Exports, Sky and Television Broadcasting segments.
Administrative Expenses
Administrative expenses increased by Ps.61.2 million, or 2.6%, to Ps.2,452.0 million for the
year ended December 31, 2007, from Ps.2,390.8 million for the year ended December 31, 2006. This
increase reflects the administrative expense growth in our Cable and Telecom, Publishing, Sky,
Television Broadcasting, Pay Television Networks and Other Businesses segments. These increases
were partially offset by lower administrative expenses in our Programming Exports segment as well
as a decrease in corporate expenses due to a reduction in share-based compensation expense, which
amounted to Ps.140.5 million in 2007, compared with Ps.243.9 million in 2006.
Television Broadcasting
Television Broadcasting net sales decreased by Ps.547.2 million, or 2.5%, to Ps.21,213.2
million for the year ended December 31, 2007 from Ps.21,760.4 million for the year ended December
31, 2006. This decrease was attributable to the broadcast in 2006 of the FIFA World Cup, political
advertising related to the presidential election in Mexico and an unexpected slowdown in consumer
spending in Mexico, which led to a decline in advertising revenues during 2007.
Television Broadcasting operating segment income decreased by Ps.478.2 million, or 4.3%, to
Ps.10,518.1 million for the year ended December 31, 2007 from Ps.10,996.3 million for the year
ended December 31, 2006. This decrease was due to a decrease in net sales, partially offset by a
decrease in cost of sales due to the transmission rights of the FIFA World Cup in 2006 and a
decrease in operating expenses driven by lower provision for doubtful trade accounts.
Pay Television Networks
Pay Television Networks net sales increased by Ps.473.0 million, or 34.3%, to Ps.1,852.0
million for the year ended December 31, 2007 from Ps.1,379.0 million for the year ended December
31, 2006. This increase reflects higher revenues from signals sold in Mexico and Latin America,
higher sales of TuTv, and an increase in advertising sales in Mexico.
Pay Television Networks operating segment income increased by Ps.442.3 million, or 62.5%, to
Ps.1,150.2 million for the year ended December 31, 2007, from Ps.707.9 million for the year ended
December 31, 2006, primarily due to higher sales. This increase was partially offset by an increase
in cost of sales, mainly in costs of programs produced by us and an increase in operating expenses
due to higher promotional and advertising expenses.
66
Programming Exports
Programming Exports net sales increased by Ps.71.8 million, or 3.3%, to Ps.2,262.1 million for
the year ended December 31, 2007, from Ps.2,190.3 million for the year ended December 31, 2006.
This increase was primarily due to higher royalties paid to us under the PLA entered into with
Univision in the amount of U.S.$138.0 million for the year ended December 31, 2007 as compared to
U.S.$126.9 million for the year ended December 31, 2006, as well as an increase in export sales to
Europe, Asia and Africa. These increases were partially offset by lower export sales to Latin
America and a negative translation effect on foreign-currency denominated sales.
Programming Exports operating segment income increased by Ps.130.0 million, or 14.4%, to
Ps.1,032.0 million for the year ended December 31, 2007 from Ps.902.0 million for the year ended
December 31, 2006. This increase was primarily due to the increase in net sales, as well as a
decrease in cost of sales due to lower programming costs and operating expenses, primarily due to a
decrease in the provision for doubtful trade accounts and market research.
Publishing
Publishing net sales increased by Ps.318.0 million, or 10.6%, to Ps.3,311.9 million for the
year ended December 31, 2007 from Ps.2,993.9 million for the year ended December 31, 2006. This
increase was driven by a greater number of advertising pages sold as well as higher revenues from
magazine circulation in Mexico and abroad, including incremental revenues generated by the
acquisition in the second half of 2007 of Editorial Atlántida, a publishing company in Argentina.
This increase was partially offset by a negative translation effect on foreign-currency denominated
sales.
Publishing operating segment income increased by Ps.47.7 million, or 8.3%, to Ps.624.4 million
for the year ended December 31, 2007, from Ps.576.7 million for the year ended December 31, 2006.
This increase reflects higher sales that were partially offset by higher cost of sales and
operating expenses, due to the acquisition of Editorial Atlántida, as well as an increase in costs
of supplies and personnel, promotional and advertising expenses.
Sky
Sky net sales increased by Ps.669.3 million or 8.7% to Ps.8,402.2 million for the year ended
December 31, 2007, from Ps.7,732.9 million for the year ended December 31, 2006. This increase was
primarily due to a 10.8% increase in its subscriber base, which as of December 31, 2007 reached
1,585,100 gross active subscribers (including 103,100 commercial subscribers) compared to 1,430,100
gross active subscribers as of December 31, 2006 of which 91,100 were commercial subscribers, as
well as the launch of operations in Central America in 2007. This increase was partially offset by
lower advertising revenues primarily due to the absence of Soccer World Cup advertising in 2006.
Sky operating segment income increased by Ps.348.8 million or 9.5% to Ps.4,037.9 million for
the year ended December 31, 2007, from Ps.3,689.1 million for the year ended December 31, 2006.
This increase was due to the increase in net sales and lower promotional expenses, partially offset
by higher programming costs associated with the increase of our subscriber base.
Cable and Telecom
Cable and Telecom net sales increased by Ps.552.2 million, or 26.8%, to Ps.2,611.6 million for
the year ended December 31, 2007 from Ps.2,059.4 million for the year ended December 31, 2006. This
increase was primarily due to (i) a 10.8% increase in the number of video subscribers, which, as of
December 31, 2007, reached 539,662 subscribers, compared with 486,825 subscribers reported as of
December 31, 2006; (ii) the acquisition of the majority of the assets of Bestel, a
telecommunication company, in December 2007; (iii) a 52% increase in broadband subscribers to
145,973 as of December 31, 2007 compared with 96,035 reported as of December 31, 2006; (iv) the
addition of 9,015 telephony subscribers during the year; (v) a 3% average rate increase effective
March 1, 2007; and (vi) higher advertising sales.
Cable and Telecom operating segment income increased by Ps.99.7 million, or 11.8%, to Ps.947.2
million for the year ended December 31, 2007, from Ps.847.5 million for the year ended December 31,
2006. These results reflect higher sales that were partially offset by an increase in cost of
sales, primarily due to higher signal and personnel costs, and costs associated with the
acquisition of the majority of the assets of Bestel as well as promotional and advertising
expenses.
67
Other Businesses
Other Businesses net sales increased by Ps.667.5 million, or 28.1%, to Ps.3,039.6 million for
the year ended December 31, 2007, from Ps.2,372.1 million for the year ended December 31, 2006.
This increase was primarily due to higher sales related to our gaming, feature-film distribution,
internet and publishing distribution businesses. This increase was partially offset by lower sales
in our radio and sport events production businesses in 2007, primarily due to political campaigns
and the Soccer World Cup in 2006.
Other Businesses operating segment loss increased by Ps.31.3 million, or 15.2%, to Ps.237.5
million for the year ended December 31, 2007, from Ps.206.2 million for the year ended December 31,
2006. This increase reflects higher cost of sales and operating expenses related to our gaming and
internet businesses, partially offset by higher total segment sales and lower costs in our radio
and sport events production.
Depreciation and Amortization
Depreciation and amortization expense increased by Ps.443.3 million, or 15.9%, to Ps.3,223.1
million for the year ended December 31, 2007, from Ps.2,779.8 million for the year ended December
31, 2006. This change was due to higher depreciation expense for decoders in connection with the increase in the subscriber bases in our Sky and
Cable and Telecom segments, installation of new digital decoder equipment, the depreciation expense
derived of our telecommunication company, as well as an increase in depreciation expenses in our
Other Businesses segment related to our gaming business.
Non-Operating Results
Other Expense, Net
Other expense, net, increased by Ps.65.3 million, or 7.4%, to Ps.953.4 million for the year
ended December 31, 2007, compared with Ps.888.1 million for the year ended December 31, 2006. This
increase reflected primarily a loss on disposition of shares in connection with the sale of our
interest in Univision during the first quarter of 2007, as well as an impairment adjustment to
reduce the carrying value of goodwill in our Television Broadcasting segment, donations, and
professional services in connection with certain litigation and other matters. See Additional
Information Legal Proceedings. These unfavorable variances were partially offset by income
derived from the cancellation of an option to acquire an equity stake in the parent company of the
controlling partners of La Sexta, and the absence of non-recurring expenses incurred in connection
with the tender offer made by Sky in 2006 for most of its Senior Notes due 2013.
The impairment adjustment to goodwill in our Television Broadcasting segment relates to the
operations of a U.S. television station, which was adversely affected in 2007 by a decrease in
operational margins.
Integral Cost of Financing
The expenses attributable to the integral cost of financing decreased by Ps.730.8 million, or
64%, to Ps.410.2 million for the year ended December 31, 2007 from Ps.1,141.0 million for the year
ended December 31, 2006. This decrease reflected primarily a Ps.709.3 million increase in interest
income in connection with a higher average amount of temporary, held-to-maturity and
available-for-sale investments; and a favorable impact of Ps.413.6 million in net foreign exchange
results, driven primarily by a higher average amount of our net foreign-currency asset position.
These favorable variances were partially offset by a Ps.166.6 million increase in interest expense,
due mainly to a higher average amount of our outstanding debt; and a Ps.225.5 million increase in
loss from monetary position, resulting from a higher net monetary asset position.
Equity in Losses of Affiliates, Net
Equity in losses of affiliates, net, increased by Ps.124.5 million, or 19.9%, to Ps.749.3
million for the year ended December 31, 2007, compared with Ps.624.8 million for the year ended
December 31, 2006. This increase reflected primarily the absence of equity in earnings of
Univision, which we recognized through June 2006, a reduction of equity in earnings of OCEN, a
live-entertainment venture in Mexico, and EMI Televisa Music, a music joint venture in the United
States. These unfavorable variances were partially offset by a reduction in equity in loss of La
Sexta, our 40% interest in a free-to-air television channel in Spain, which began operations in
March 2006.
68
Income Taxes
Income taxes increased by Ps.1,257.1 million, or 60.1%, to Ps.3,349.6 million for the year
ended December 31, 2007, from Ps.2,092.5 million for the year ended December 31, 2006. This
increase reflected primarily a higher effective income tax rate.
We are authorized by the Mexican tax authorities to compute our income tax and asset tax on a
consolidated basis. Mexican controlling companies are allowed to consolidate, for income tax
purposes, income or losses of their Mexican subsidiaries up to 100% of their share ownership in
such subsidiaries.
We and our Mexican subsidiaries were also subject to an asset tax, at a tax rate of 1.25%
through December 31, 2007, on the adjusted gross value of some of our assets.
Minority Interest Net Income
Minority interest net income increased by Ps.325.5 million, or 53.3%, to Ps.935.9 million for
the year ended December 31, 2007, from Ps.610.4 million for the year ended December 31, 2006. This
increase reflected primarily a higher portion of consolidated net income attributable to interests held by minority equity owners in our Sky segment, which was
partially offset by a lower portion of consolidated net income attributable to interests held by
minority stockholders in our Cable and Telecom segment.
Majority Interest Net Income
We generated majority interest net income in the amount of Ps.8,082.5 million in 2007, a
decrease of 9.3% as compared to net income of Ps.8,908.9 million in 2006. The net decrease of
Ps.826.4 million reflected:
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a Ps.65.3 million increase in other expense, net; |
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|
a Ps.124.5 million increase in equity in earnings of affiliates, net; |
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a Ps.1,257.1 million increase in income taxes; and |
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a Ps.325.5 million increase in minority interest net income. |
These changes were partially offset by:
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a Ps.215.2 million increase in operating income; and |
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a Ps.730.8 million decrease in integral cost of financing, net. |
Effects of Devaluation and Inflation
The following table sets forth, for the periods indicated:
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the percentage that the Peso devalued or appreciated against the U.S. Dollar; |
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the Mexican inflation rate; |
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the U.S. inflation rate; and |
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the percentage change in Mexican GDP compared to the prior period. |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Devaluation (appreciation) of the Peso as compared to the U.S. Dollar(1) |
|
|
1.7 |
% |
|
|
1.1 |
% |
|
|
26.7 |
% |
Mexican inflation rate(2) |
|
|
4.1 |
|
|
|
3.8 |
|
|
|
6.5 |
|
U.S. inflation rate |
|
|
2.5 |
|
|
|
4.1 |
|
|
|
0.1 |
|
Increase in Mexican GDP(3) |
|
|
5.1 |
|
|
|
3.3 |
|
|
|
1.3 |
|
69
(1) |
|
Based on changes in the Interbank Rates, as reported by Banamex, at
the end of each period, which were as follows: Ps.10.6265 per U.S.
Dollar as of December 31, 2005; Ps.10.8025 per U.S. Dollar as of
December 31, 2006; Ps.10.9222 per U.S. Dollar as of December 31, 2007;
and Ps.13.84 per U.S. Dollar as of December 31, 2008. |
|
(2) |
|
Based on changes in the NCPI from the previous period, as reported by
the Mexican Central Bank, which were as follows: 116.3 in 2005; 121.0
in 2006; 125.6 in 2007; and 133.8 in 2008. |
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(3) |
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As reported by the Instituto Nacional de Estadística, Geografía e
Informática, or INEGI, and, in the case of GDP information for 2008 as
estimated by INEGI. |
The general condition of the Mexican economy, the devaluation of the Peso as compared to the
U.S. Dollar, inflation and high interest rates have in the past adversely affected, and may in the
future adversely affect, our:
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Advertising and Other Revenues. Inflation in Mexico adversely affects consumers. As a result,
our advertising customers may purchase less advertising, which would reduce our advertising
revenues, and consumers may reduce expenditures for our other products and services, including
pay television services. |
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Foreign Currency-Denominated Revenues and Operating Costs and Expenses. We have substantial
operating costs and expenses denominated in foreign currencies, primarily in U.S. Dollars.
These costs are principally due to our activities in the United States, the costs of
foreign-produced programming and publishing supplies and the leasing of satellite
transponders. The following table sets forth our foreign currency-denominated revenues and
operating costs and expenses stated in millions of U.S. Dollars for 2006, 2007 and 2008: |
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|
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|
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|
|
|
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|
Year Ended December 31, |
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|
2006 |
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2007 |
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|
2008 |
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|
(Millions of U.S. Dollars) |
|
Revenues |
|
U.S. |
$470 |
|
|
U.S. |
$570 |
|
|
U.S. |
$683 |
|
Operating costs and expenses |
|
|
529 |
|
|
|
615 |
|
|
|
685 |
|
On a consolidated basis, in 2006, 2007 and 2008, our foreign currency-denominated costs and
expenses exceeded, and they could continue to exceed in the future, our foreign
currency-denominated revenues. As a result we will continue to remain vulnerable to future
devaluation of the Peso, which would increase the Peso equivalent of our foreign
currency-denominated costs and expenses.
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Depreciation and Amortization Expense. Prior to January 1, 2008, we restated our
non-monetary Mexican and foreign assets to give effect to inflation. The restatement of
these assets in periods of high inflation, as well as the devaluation of the Peso as
compared to the U.S. Dollar, increased the carrying value of these assets, which in turn,
increased the related depreciation expense. |
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|
Integral Cost of Financing. The devaluation of the Peso as compared to the U.S. Dollar
generated foreign exchange losses relating to our net U.S. Dollar-denominated liabilities
and increases the Peso equivalent of our interest expense on our U.S. Dollar-denominated
indebtedness. Foreign exchanges losses, derivatives used to hedge foreign exchange risk and
increased interest expense increased our integral cost of financing. |
We have also entered into and will continue to consider entering into additional financial
instruments to hedge against Peso devaluations and reduce our overall exposure to the devaluation
of the Peso as compared to the U.S. Dollar, inflation and high interest rates. We cannot assure you
that we will be able to enter into financial instruments to protect ourselves from the effects of
the devaluation of the Peso as compared to the U.S. Dollar, inflation and increases in interest
rates, or if so, on favorable terms. In the past, we have designated, and from time to time in the
future we may designate, certain of our investments or other assets as effective hedges against
Peso devaluations. In connection with our net investment in shares of Univision, we designated as
an effective hedge of foreign exchange exposure a portion of the U.S. Dollar principal amount with
respect to our outstanding Senior Notes due 2011, 2025 and 2032, which amounted to U.S.$971.9
million as of December 31, 2006 (see Notes 1(c), 2 and 9 to our year-end financial statements). As
long as we maintained our net investment in shares of Univision, a hedge of the designated
principal amounts of our debt was effective, and any foreign exchange gain or loss attributable to
this hedging long-term debt was credited or charged directly to equity (accumulated other
comprehensive result) for Mexican FRS purposes. On March 29, 2007, we sold our investment in shares
of Univision, and the hedge of the designated principal amount of our Senior Notes was discontinued
on that date. See Key Information Risk Factors Risk Factors Related to Mexico,
Quantitative and Qualitative Disclosures About Market Risk Market Risk Disclosures and Note 9
to our year-end financial statements.
70
Inflation Under Mexican FRS. Through December 31, 2007 Mexican FRS required that our financial
statements recognize the effects of inflation. In particular, our financial statements through
December 31, 2007 reflect the:
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restatement of Mexican non-monetary assets (other than transmission rights, inventories
and equipment of non-Mexican origin), non-monetary liabilities and stockholders equity
using the NCPI; and |
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restatement of all inventories at net replacement cost. |
U.S. GAAP Reconciliation
For a discussion of the principal quantitative and disclosure differences between Mexican FRS
and U.S. GAAP as they relate to us through December 31, 2008, see Note 23 to our year-end financial
statements.
Recently Issued U.S. Accounting Standards
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141
(Revised 2007), Business Combinations (SFAS 141(R)), which replaces SFAS No. 141, Business
Combinations. This statement improves the reporting of information about a business combination
and its effects. This statement establishes principles and requirements for how the acquirer will
recognize and measure the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquisition. Also, the statement determines the recognition and
measurement of goodwill acquired in the business combination or a gain from a bargain purchase, and
finally, determines the disclosure requirements to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
SFAS No 141(R) will be effective for all business combinations with an acquisition date on or
after the beginning of the first annual reporting period after December 15, 2008. An earlier
adoption is prohibited. We have adopted this pronouncement on January 1, 2009 to be applied in any
future business combination.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of ARB No. 51 (SFAS 160). SFAS 160 amends ARB No. 51 to
establish new standards that will govern the accounting for and reporting of (i) noncontrolling
interest in partially owned consolidated subsidiaries and (ii) the loss of control of subsidiaries.
SFAS 160 is effective on a prospective basis for all fiscal years, and interim periods within those
fiscal years beginning, on or after December 15, 2008, except for the presentation and disclosure
requirements, which will be applied retrospectively. Early adoption is not allowed. The adoption of
this pronouncement is not expected to have a material impact on our consolidated financial
statements.
In February 2008, the FASB issued FASB Staff Position (FSP) SFAS 140-3, Accounting for
Transfers of Financial Assets and Repurchase Financing Transactions, which amends SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities
(SFAS 140), to provide guidance on accounting for a transfer of a financial asset and a
repurchase financing. This FSP presumes that an initial transfer of a financial asset and a
repurchase financing are considered part of the same arrangement (linked transaction) under SFAS
140. However, if certain criteria are met, the initial transfer and repurchase financing shall not
be evaluated as a linked transaction and shall be evaluated separately under SFAS 140. This FSP
shall be effective for financial statements issued for fiscal years beginning after November 15,
2008, and interim periods within those fiscal years. Earlier application is not permitted. This FSP
shall be applied prospectively to initial transfers and repurchase financings for which the initial
transfer is executed on or after the beginning of the fiscal year in which this FSP is initially
applied. The adoption of this interpretation is not expected to have a material impact on our
consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities (SFAS 161). This standard amends and is intended to improve financial
reporting under SFAS 133 by requiring transparency about the location and amounts of derivative
instruments in an entitys financial statements. SFAS 161 requires disclosure of how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and how disclosure of
derivative instruments and related hedged items affect an entitys financial position, financial
performance and cash flows. This statement expands derivative disclosure required by SFAS 133. We
adopted SFAS 161 effective January 1, 2009. The adoption of this standard is not expected to have a
material impact on our consolidated financial statements.
71
In April 2008, the FASB issued FSP SFAS 142-3, Determination of the Useful Life of Intangible
Assets, which amends SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), to provide
guidance on the factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under SFAS 142. The intent of
this FSP is to improve the consistency between the useful life of a recognized intangible asset
under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset
under SFAS 141(R) and other U.S. GAAP standards.
This FSP shall be effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The
guidance for determining the useful life of a recognized intangible asset of this FSP shall be
applied prospectively to intangible assets acquired after the effective date. The disclosure
requirements shall be applied prospectively to all intangible assets recognized as of, and
subsequent to, the effective date. The adoption of this interpretation is not expected to have a
material impact on our consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles, (SFAS 162) which identifies the sources of accounting principles and the framework
for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with U.S.
GAAP. This statement shall be effective 60 days following the SECs approval of the Public Company
Accounting Oversight Board (PCAOB) amendments to AU Section 411, The Meaning of Present Fairly
in Conformity with Generally Accepted Accounting Principles. Any effect of applying the provisions
of this Statement shall be reported as a change in accounting principles in accordance with SFAS
No. 154, Accounting Changes and Error Corrections (SFAS 154). An entity shall follow the
disclosure requirements of that statement, and additionally, disclose the accounting principles
that were used before and after the application of the provisions of this statement and the reason
why applying this statement resulted in a change in accounting principles. The adoption of SFAS 162
is not expected to have a material impact on the results of operations and financial condition.
In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments
That May Be Settled In Cash Upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1).
FSP APB 14-1 changes the accounting treatment for convertible debt instruments that require or
permit partial cash settlement upon conversion. The accounting changes require issuers to separate
convertible debt instruments into two components: a non-convertible bond and a conversion option.
The separation of the conversion option creates an original issue discount in the bond component
which is to be amortized as interest expense over the term of the instrument using the interest
method, resulting in an increase to interest expense and a decrease in net income and earnings per
share. We are currently evaluating the impact the adoption of FSP APB 14-1 will have on our
financial position, results of operations and disclosures.
In
November 2008, the FASB issued FSP SFAS No. 140-4 and FIN
46(R)-8, Disclosures about Transfers
of Financial Assets and Interests in Variable Interest Entities. Enhanced disclosures pursuant to
FSP SFAS No. 140-4 and FIN 46(R)-8 will be required of all public entities effective for periods ending
after December 15, 2008. The adoption of FSP SFAS No. 140-4
and FIN 46(R)-8 is not expected to have a
material impact on the results of operations and financial condition.
In December 2008, the FASB issued FSP No. 132 (R)-1 Employers disclosures about
Postretirement Benefit Plan Assets which amends FASB Statement No. 132 (revised 2003), Employers
Disclosures about Pensions and Other Postretirement Benefits (SFAS 132 (R)), to provide guidance
on an employers disclosures about plan assets of a defined benefit pension or other postretirement
plan. This FSP also includes a technical amendment to SFAS 132(R) that requires a nonpublic entity
to disclose net periodic benefit cost for each annual period for which a statement of income is
presented. The disclosures about plan assets required by this FSP shall be provided for fiscal
years ending after December 15, 2009. Upon initial application, the provisions of this FSP are not
required for earlier periods that are presented for comparative purposes. Earlier application of
the provisions of this FSP is permitted. The technical amendment to SFAS 132(R) is effective upon
issuance of this FSP. We do not expect the adoption of this statement will materially impact our
consolidated financial statements.
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value when the volume and
level of activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly (FSP SFAS 157-4). FSP SFAS 157-4 provides additional guidance
for estimating fair value in accordance with SFAS 157, when the volume and level of activity for
the asset or liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate when a transaction is not orderly. It also emphasizes that
even if there has been a significant decrease in the volume and level of activity for the asset or
liability regardless of the valuation techniques(s) used, the objective of fair value measurement
remains the same. FSP SFAS 157-4 shall be effective for interim and annual reporting periods ending
after June 15, 2009 and shall be applied prospectively. Early adoption is permitted for periods
ending after March 15, 2009. We do not expect the adoption of this statement will materially impact
our consolidated financial statements.
72
In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165), the objective of
this statement is to establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or are available to
be issued. In particular, this statement sets forth (i) the period after the balance sheet date
during which management of a reporting entity should evaluate events or transactions that may occur
for potential recognition or disclosure in the financial statements, (ii) the circumstances under
which an entity should recognize events or transactions occurring after the balance sheet date in
its financial statements and (iii) the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. In accordance with this statement, an
entity should apply the requirements to interim or annual financial periods ending after June 15,
2009. We do not expect the adoption of this statement will materially impact our consolidated
financial statements.
In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets
an amendment of FASB Statement No. 140 (SFAS 166), amending the guidance on transfers of
financial assets in order to address practice issues highlighted most recently by events related to
the economic downturn. The amendments include: (i) eliminating the qualifying special-purpose
entity concept, (ii) a new unit of account definition that must be met for transfers of portions of
financial assets to be eligible for sale accounting, (iii) clarifications and changes to the
derecognition criteria for a transfer to be accounted for as a sale, (iv) a change to the amount of
recognized gain or loss on a transfer of financial assets accounted for as a sale when beneficial
interests are received by the transferor, and (v) extensive new disclosures. Calendar year-end
companies will have to apply SFAS 166 to new transfers of financial assets occurring from January
1, 2010. We are currently evaluating the impact this statement will have on our financial position,
results of operations and disclosures.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R)
(SFAS 167). This guidance represents a significant change to the previous accounting rules and it
is anticipated it will change the consolidation conclusions for many entities. The standard does
not provide for any grandfathering; therefore, FIN 46(R) consolidation conclusions will need to be
reassessed for all entities. The amendments include: (i) eliminating the scope exception for
qualifying special-purpose entities, (ii) eliminating the quantitative model for determining which
party should consolidate and replacing it with a qualitative model focusing on decision-making for
an entitys significant economic activities, (iii) requiring a company to continually reassessed
whether it should consolidate an entity subject to FIN 46(R), (iv) requiring an assessment of
whether an entity is subject to the standard due to a troubled debt restructuring and (v) requiring
extensive new disclosures. SFAS 167 is effective for a companys first reporting period beginning
after November 15, 2009. We are currently evaluating the impact this statement will have on our
financial position, results of operations and disclosures.
Recently Issued Mexican Financial Reporting Standards
Beginning in June 2004, the Mexican Board for Research and Development of Financial Reporting
Standards, or Consejo Mexicano para la Investigación y Desarrollo de Normas de Información
Financiera, or CINIF, assumed the responsibility for setting Financial Reporting Standards in
Mexico, or Mexican FRS. Before that date, the Mexican Institute of Public Accountants, or MIPA, was
responsible for issuing accounting principles generally accepted in Mexico. Mexican FRS are
comprised of: (i) Financial Reporting Standards, or Normas de Información Financiera, or NIF, and
NIF Interpretations, or Interpretaciones a las NIF, or INIF, issued by the CINIF; (ii) Bulletins of
Generally Accepted Accounting Principles in Mexico, or Mexican GAAP, issued through May 2004 by the
MIPA that have not been modified, replaced or superseded by new NIF; and (iii) International
Financial Reporting Standards, or IFRS, issued by the International Accounting Standards Board, or
IASB, that are supplementary in Mexico when no general or specific guidance is provided by either
NIF or applicable Bulletins of Mexican GAAP.
In December 2008, the CINIF issued five new standards that became effective as of January 1,
2009, as follows:
NIF B-7, Business Acquisitions, replaces the previous Mexican FRS Bulletin B-7, Business
Acquisitions, and confirms the use of the purchase method for recognition of business
acquisitions. The purchase method under the provisions of NIF B-7 is based on (i) identifying that
a business is being acquired; (ii) identifying the acquiring entity; (iii) determining the
acquisition date; (iv) recognizing identifiable assets, assumed liabilities and non-controlling
interests in the acquired business; (v) a valuation at fair value of the consideration paid for the
acquired business; and (vi) recognizing a related goodwill or, in certain instances, an excess of
acquired net assets over purchase price. The provisions of NIF B-7 are not expected to have a
significant effect on the Groups consolidated financial statements.
NIF B-8, Consolidated or Combined Financial Statements, replaces the previous Mexican FRS
Bulletin B-8, Consolidated and Combined Financial Statements and Valuation of Permanent
Investments in Shares. NIF B-8 defines a special purpose entity (SPE) and establishes that a SPE
should be considered a subsidiary of an entity if such entity exercises control over the SPE. NIF
B-8 requires that existing voting rights, which can be exercised or converted by an entity, be
considered when analyzing if control is exercised by such entity. NIF B-8 introduces new
terminology for majority and minority interests: controlling and noncontrolling interests,
respectively. NIF B-8 also requires that a valuation of a noncontrolling interest in financial
statements be determined based on the fair value of net assets of the subsidiary and related
goodwill at the time of acquisition. The provisions of NIF B-8 are not expected to have a
significant effect on the Groups consolidated financial statements.
73
NIF C-7, Investments in Associates and Other Permanent Investments, replaces the applicable
provisions in previous Mexican FRS Bulletin B-8, Consolidated and Combined Financial Statements
and Valuation of Permanent Investments in Shares. NIF C-7 establishes that an associate is an
entity or SPE, on which other entity exercises a significant influence, as defined, and is
accounted for by applying the equity method. NIF C-7 requires that existing voting rights, which
can be exercised or converted by an entity, be considered when analyzing if significant influence
is exercised by such entity. NIF C-7 also establishes a specific procedure and a limit for
recognizing losses incurred by an associate. The provisions of NIF C-7 are not expected to have a
significant effect on the Groups consolidated financial statements.
NIF C-8, Intangible Assets, replaces the previous Mexican FRS Bulletin C-8, Intangible
Assets and includes certain new provisions including principally: (i) intangible assets are
defined as those identifiable non-monetary assets, without physical substance, which are able to
generate future economic benefits controlled by an entity; (ii) intangible assets are to be first
measured at acquisition cost, as they may be individually acquired, acquired as a part of a
business acquisition or internally generated; (iii) subsequent payments in connection with
in-progress research and development projects are to be expensed if they are related to the
research phase or capitalized if certain criteria is met: (iv) guidance on the accounting
treatment for exchange of intangible assets; (v) a consideration that intangible assets may have a
useful life over 20 years; and (vi) a new concept of preoperating costs is introduced. The
provisions of NIF C-8 are not expected to have a significant effect on the Groups consolidated
financial statements.
NIF D-8, Share-based Payments, requires the recognition of an incurred cost or expense,
either in income or as a capitalized item and its related effect in liabilities or stockholders
equity, for share-based payments, including those share options granted to employees. NIF D-8
substitutes the guidelines provided by IFRS 2, Share-based payment, which were applied by the
Group on a supplementary basis through December 31, 2008, as required by Mexican FRS. The
provisions of NIF D-8 are not expected to have a significant effect on the Groups consolidated
financial statements.
Critical Accounting Policies
We have identified certain key accounting policies upon which our consolidated financial
condition and results of operations are dependent. The application of these key accounting policies
often involve complex considerations and assumptions and the making of subjective judgments or
decisions on the part of our management. In the opinion of our management, our most critical
accounting policies under both Mexican FRS and U.S. GAAP are those related to the accounting for
programming, equity investments, the evaluation of definite lived and indefinite lived long-lived
assets, and deferred income taxes. For a full description of these and other accounting policies,
see Note 1 and Note 23 to our year-end financial statements.`
Accounting for Programming. We produce a significant portion of programming for initial
broadcast over our television networks in Mexico, our primary market. Following the initial
broadcast of this programming, we then license some of this programming for broadcast in secondary
markets, such as Mexico, the United States, Latin America, Asia and Europe. Under Mexican FRS, in
order to properly capitalize and subsequently amortize production costs related to this
programming, we must estimate the expected future benefit period over which a given program will
generate revenues (generally, over a five-year period). We then amortize the production costs
related to a given program over the expected future benefit period. Under this policy, we generally
expense approximately 70% of the production costs related to a given program in the year of its
initial broadcast and defer and expense the remaining production costs over the remainder of the
expected future benefit period. See Note 1(e) to our year-end financial statements.
We estimate expected future benefit periods based on past historical revenue patterns for
similar types of programming and any potential future events, such as new outlets through which we
can exploit or distribute our programming, including our consolidated subsidiaries and equity
investees, among other outlets. To the extent that a given future expected benefit period is
shorter than we estimate, we may have to write-off capitalized production costs sooner than
anticipated. Conversely, to the extent that a given future expected benefit period is longer than
we estimate, we may have to extend the amortization schedule for the remaining capitalized
production costs.
We also purchase programming from, and enter into license arrangements with, various third
party programming producers and providers, pursuant to which we receive the rights to broadcast
programming produced by third parties over our television networks in Mexico and/or our pay
television and other media outlets. In the case of programming acquired from third parties, we
estimate the expected future benefit period based on the anticipated number of showings in Mexico
over our television networks and/or our pay television and other media outlets. In the case of
programming licensed from third parties, we estimate the expected future benefit period based upon
the term of the license. To the extent that a given future expected benefit period is shorter than
we estimate, we may have to write off the purchase price or the license fee sooner than
anticipated. Conversely, to the extent that a given future expected benefit period is longer than
we estimate, we may have to extend the amortization schedule for the remaining portion of the
purchase price or the license fee.
74
Equity Investments. Some of our investments are structured as equity investments. See Notes
1(g) and 2 to our year-end financial statements. As a result, under both Mexican FRS and U.S. GAAP,
the results of operations attributable to these investments are not consolidated with the results
of our various segments for financial reporting purposes, but are reported as equity in income
(losses) of affiliates in our consolidated income statement. See Note 5 to our year-end financial
statements.
In the past we have made significant capital contributions and loans to our joint ventures,
and we, in the future, may make additional capital contributions and loans to at least some of our
joint ventures. In the past, these ventures have generated, and they may continue to generate
operating losses and negative cash flows as they continue to build and expand their respective
businesses.
We periodically evaluate our investments in these joint ventures for impairment, taking into
consideration the performance of these ventures as compared to projections related to net sales,
expenditures and subscriber growth, strategic plans and future required cash contributions, among
other factors. In doing so, we evaluate whether any declines in value are other than temporary. We
have taken impairment charges in the past for some of these investments. Given the dynamic
environments in which these businesses operate, as well as changing macroeconomic conditions, we
cannot assure you that our future evaluations would not result in our recognizing additional
impairment charges for these investments.
Once the carrying balance of a given investment is reduced to zero, we evaluate whether we
should suspend the equity method of accounting, taking into consideration both quantitative and
qualitative factors, such as guarantees we have provided to these ventures, future funding
commitments and expectations as to the viability of the business. These conditions may change from
year to year, and accordingly, we periodically evaluate whether to continue to account for our
various investments under the equity method.
Goodwill and Other Indefinite-lived Intangible Assets. We assess our goodwill and other
indefinite-lived intangible assets for impairment using fair value measurement techniques under
Mexican FRS. Mexican FRS does not require a two-step impairment evaluation process for goodwill but
rather, a direct comparison of fair value to carrying value.
The identification and measurement of impairment to goodwill and intangible assets with
indefinite lives involves the estimation of fair values. These estimates and assumptions could have
a significant impact on whether or not an impairment charge is recognized and also the magnitude of
any such charge. We perform valuation analyses with the assistance of third parties and consider
relevant internal data, as well as other market information, which is publicly available. Estimates
of fair value are primarily determined using discounted cash flows and market comparisons. These
approaches use significant estimates and assumptions including projected future cash flows
(including timing), discount rate reflecting the risk inherent in future cash flows, perpetual
growth rate, determination of appropriate market comparables and the determination of whether a
premium or discount should be applied to comparables. Inherent in these estimates and assumptions
is a certain level of risk, which we believe we have considered in our valuations. Nevertheless, if
future actual results differ from estimates, a possible impairment charge may be recognized in
future periods related to the write-down of the carrying value of goodwill and other intangibles in
addition to the amounts recognized previously.
A
hypothetical ten percent decrease in the expected cash flows would not result in an
impairment of goodwill, and therefore, would not impact our
financial position. This sensitivity analysis does not represent managements expectations of the changes in expected
cash flows, but is provided as a hypothetical scenario to assess the sensitivity of the impairment
of goodwill to changes in expected cash flows.
Long-lived Assets. Under both Mexican FRS and U.S. GAAP, we present certain long-lived assets
and capitalized costs other than goodwill and other indefinite-lived intangible assets in our
consolidated balance sheet. Long-lived assets are tested for impairment whenever events or changes
in circumstances indicate that the carrying value of an asset is no longer recoverable from future
discounted projected cash flows. Estimates of future cash flows involve considerable management
judgment. These estimates are based on historical data, future revenue growth, anticipated market
conditions, management plans, assumptions regarding projected rates of inflation and currency
fluctuations, among other factors. If these assumptions are not correct, we would have to recognize
a write-off or write-down or accelerate the amortization schedule related to the carrying value of
these assets. See Notes 1(j), 7 and 17 to our year-end financial statements. Unlike U.S. GAAP,
Mexican FRS allows the reversal in subsequent periods of previously taken impairment charges.
Deferred Income Taxes. Under both Mexican FRS and U.S. GAAP, we record a valuation allowance
to reduce our deferred tax assets to the amount that is more likely than not to be realized. While
we have considered future taxable income and ongoing prudent and feasible tax planning strategies
in assessing the need for the valuation allowance, in the event we were to determine that we would
be able to realize our deferred tax assets in the future in excess of the net recorded amount, an
adjustment to the deferred tax asset would increase income in the period such determination was
made. Should we determine that we would not be able to realize all or part of our net deferred tax
asset in the future, an adjustment to the deferred tax asset would be charged to income in the
period such determination was made.
75
We adopted Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN 48) under
the U.S. GAAP Financial Accounting Standards Board (FASB) issued in July 2006, which interprets
FASB Statement of Financial Accounting Standards No. 109, effective as of January 1, 2007. FIN 48
prescribes a comprehensive model for the recognition, measurement, financial statement presentation
and disclosure of uncertain tax positions taken or expected to be taken in a tax return. FIN 48
provides guidance on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. We classify income tax-related interest and penalties as income
taxes in the financial statements.
Financial Instruments Measured at Fair Value. Under Mexican FRS, the fair value of financial
instruments is determined based upon liquid market prices evidenced by exchange-traded prices,
broker-dealer quotations or prices of other transactions with similarly rated counterparties. If
available, quoted market prices provide the best indication of value. If quoted market prices are
not available for fixed maturity securities and derivatives, we discount expected cash flows using
market interest rates commensurate with the credit quality and maturity of the investment.
Alternatively, we may use matrix or model pricing to determine an appropriate fair value. In
determining fair values, we consider various factors, including time value, volatility factors and
underlying options, warrants and derivatives.
The degree of managements judgment involved in determining the fair value of a financial
instrument is dependent upon the availability of quoted market prices. When observable market
prices and parameters do not exist, managements judgment is necessary to estimate fair value, in
terms of estimating the future cash flows, based on variable terms of the instruments and the
credit risk and in defining the applicable interest rate to discount those cash flows.
As of December 31, 2008, our derivatives that were fair valued using discounted cash flows
techniques amounted to Ps.1,758,498.
For a further discussion on the effect of a change in interest rates and foreign exchange
rates on our derivatives portfolio see Quantitative and Qualitative Disclosures about Market Risk
in this annual report.
Fair Value. We adopted the Statement of Financial Accounting Standards (SFAS) No. 157, Fair
Value Measurements (SFAS 157) on January 1, 2008, which defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 defines fair value as the amount that
would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (the exit price). SFAS 157 does not require any
new fair value measurements; rather, it applies under other accounting pronouncements that require
or permit fair value measurements. The provisions of SFAS 157 are to be applied prospectively as of
the beginning of the fiscal year in which it is initially applied, with any transition adjustment
recognized as a cumulative-effect adjustment to the opening balance of retained earnings.
SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value
hierarchy under SFAS 157 are described below:
|
|
|
Level 1 Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets or liabilities; |
|
|
|
Level 2 Inputs that are observable, either directly or indirectly, but do not qualify
as Level 1 inputs (i.e., quoted prices for similar assets or liabilities) and |
|
|
|
Level 3 Prices or valuation techniques that require inputs that are both significant to
the fair value measurement and unobservable (i.e., supported by little or no market
activity). |
In February 2008, the FASB approved FASB Staff Position (FSP) No. FAS 157-2, Effective Date
of FASB Statement No. 157 (FSP FAS 157-2), that permits companies to partially defer the effective
date of SFAS 157 for one year for nonfinancial assets and nonfinancial liabilities that are
recognized or disclosed at fair value in the financial statements on a nonrecurring basis. FSP FAS
157-2 does not permit companies to defer recognition and disclosure requirements for financial
assets and financial liabilities or for nonfinancial assets and nonfinancial liabilities that are
remeasured at least annually. In accordance with the provisions of FSP FAS 157-2, we have decided
to defer the adoption of SFAS 157 for one year for nonfinancial assets and nonfinancial liabilities
that are recognized or disclosed at fair value in our financial statements on a nonrecurring basis.
76
During the fourth quarter of 2008, both the FASB and the staff of the SEC re-emphasized the
importance of sound fair value measurement in financial reporting. In October 2008, the FASB issued
FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market
for That Asset is Not Active. This statement clarifies that determining fair value in an inactive
or dislocated market depends on facts and circumstances and requires significant management
judgment. This statement specifies that it is acceptable to use inputs based on management
estimates or assumptions, or for management to make adjustments to observable inputs to determine fair value when markets are not active and relevant observable
inputs are not available. Our fair value measurement policies are consistent with the guidance in
FSP No. FAS 157-3.
All fair value adjustments at December 31, 2008 represent assets or liabilities measured at
fair value on a recurring basis. In determining fair value, we separate our financial instruments
into two categories: temporary investments and derivative financial instruments. Fair values as of
December 31, 2008 were calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. GAAP |
|
|
Quoted prices in |
|
|
Internal models |
|
|
Internal models |
|
|
|
Balance at |
|
|
active markets |
|
|
with significant |
|
|
with significant |
|
|
|
December 31, |
|
|
for identical |
|
|
observable |
|
|
unobservable |
|
|
|
2008 |
|
|
assets (Level 1) |
|
|
inputs (Level 2) |
|
|
inputs (Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary investments |
|
Ps. |
8,321,286 |
|
|
Ps. |
7,407,689 |
|
|
Ps. |
913,597 |
|
|
Ps. |
|
|
Derivative financial instruments |
|
|
2,363,148 |
|
|
|
|
|
|
|
2,363,148 |
|
|
|
|
|
Total |
|
Ps. |
10,684,434 |
|
|
Ps. |
7,407,689 |
|
|
Ps. |
3,276,745 |
|
|
Ps. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
Ps. |
604,650 |
|
|
Ps. |
|
|
|
Ps. |
604,650 |
|
|
Ps. |
|
|
Total |
|
Ps. |
604,650 |
|
|
Ps. |
|
|
|
Ps. |
604,650 |
|
|
Ps. |
|
|
Temporary
Investments. Temporary investments include highly liquid
securities, including without limitation debt with a maturity of
three months, or over, and up to one year at the balance sheet date,
stock and other financial instruments denominated in U.S. dollars and
Mexican Pesos. See Note 1(d) to
our year-end financial statements.
Our temporary investments are generally valued using quoted market prices or alternative
pricing sources with reasonable levels of price transparency. The types of instruments valued based
on quoted market prices in active markets include mostly fixed short-term deposits, equities and
corporate fixed income securities denominated in U.S. dollars and Mexican Pesos. Such instruments
are classified in Level 1 or Level 2 depending on the observability of the significant inputs.
For positions that are not traded in active markets or are subject to transfer restrictions,
valuations are adjusted to reflect illiquidity and/or non-transferability. Such adjustments are
generally based on available market evidence. Such instruments are classified in Level 2.
Derivative Financial Instruments. Derivative financial instruments include swaps, forwards and
options. See Note 9 to our year-end financial statements.
Our derivative portfolio is entirely over-the-counter (OTC). Our derivatives are valued using
industry standard valuation models; projecting the Groups future cash flows discounted to present
value, using market-based observable inputs including interest rate curves, foreign exchange rates,
and forward and spot prices for currencies.
When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer
spreads and credit spreads considerations. Such adjustments are generally based on available market
evidence. In the absence of such evidence, managements best estimate is used. All derivatives are
classified in Level 2.
There were no recurring liabilities measured at fair value in our consolidated financial
statements as of December 31, 2008.
77
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities (SFAS 159). SFAS 159 permits companies, at their election, to measure
specified financial instruments and warranty and insurance contracts at fair value on a
contract-by-contract basis, with changes in fair value recognized in earnings each reporting
period. The election, called the fair value option, will enable some companies to reduce the
volatility in reported earnings caused by measuring related assets and liabilities differently, and
it is easier than using the complex hedge-accounting requirements in SFAS No. 133 to achieve
similar results. Subsequent changes in fair value for designated items will be required to be
reported in earnings in the current period. SFAS 159 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and therefore became effective for the Group as
of January 1, 2008. We have not elected to measure any eligible items at fair value. Accordingly,
the adoption of SFAS 159 has not impacted our results of operations and financial position.
Liquidity, Foreign Exchange and Capital Resources
Liquidity. We generally rely on a combination of operating revenues, borrowings and net
proceeds from dispositions to fund our working capital needs, capital expenditures, acquisitions
and investments. Historically, we have received, and continue to receive, most of our advertising
revenues in the form of upfront advertising deposits in the fourth quarter of a given year, which
we in turn used, and continue to use, to fund our cash requirements during the rest of the quarter
in which the deposits were received and for the first nine months of the following year. As of
December 31, 2008, December 31, 2007, and December 31, 2006, we had received Ps.16,881.6 million
(nominal), Ps.16,085.0 million (nominal) and Ps.15,946.0 million (nominal), respectively, of
advertising deposits for television advertising during 2009, 2008 and 2007, respectively,
representing U.S.$1.2 billion, U.S.$1.5 billion, and U.S.$1.5 billion, respectively, at the
applicable year-end exchange rates. The deposits as of December 31, 2008, represented a 5.0%
(nominal) increase, or 4.0% increase in real terms, as compared to year-end 2007, and deposits as
of December 31, 2007, represented a 0.9% (nominal) increase, or 3.2% decrease in real terms, as
compared to year-end 2006. Approximately 67.8%, 67.9% and 61.9% of the advanced payment deposits as
of each of December 31, 2008, December 31, 2007, and December 31, 2006, respectively, were in the
form of short-term, non-interest bearing notes, with the remainder in each of those years
consisting of cash deposits. The weighted average maturity of these notes at December 31, 2008 was
4.0 months, and at December 31, 2007 and December 31, 2006, was 3.6 months.
Effective January 1, 2008, Mexican FRS requires a statement of cash flows in place of a
statement of changes in financial position as part of a full set of financial statements. The
statement of cash flows classifies cash receipts and payments according to whether they stem from
operating, investing, or financing activities. Since a restatement of prior years financials is
not required by Mexican FRS, we present consolidated statements of changes in financial position
for the years ended December 31, 2006 and 2007, and consolidated statements of cash flows for the
year ended December 31, 2008. Accordingly, the financial information in 2008 is not directly
comparable to the financial information from prior years.
During the year ended December 31, 2008, we had a net increase in cash and cash equivalents of
Ps.9,626.5 million, which included cash and cash equivalents of Ps.483.9 million of Cablemás upon
consolidation of this subsidiary into our financial reports as of June 2008, as compared to a net
increase in cash and cash equivalents of Ps.10,018.2 million during the year ended December 31,
2007 which included cash and cash equivalents of Ps.138.3 million of Bestel upon acquisition of
this business in December 2007.
Net cash provided by operating activities for the year ended December 31, 2008, amounted to
Ps.22,257.8 million. Adjustments to reconcile income before income taxes to net cash provided by
operating activities primarily included: depreciation and amortization of Ps.4,311.1 million; net
unrealized foreign exchange loss of Ps.4,982.0 million; interest expense of Ps.2,529.2 million; and
equity in losses of affiliates of Ps.1,049.9 million. Income taxes paid for the year ended December
31, 2008 amounted to Ps.2,657.5 million.
Net cash used for investing activities for the year ended December 31, 2008, amounted to
Ps.11,361.5 million, and was primarily used for investments in property, plant and equipment of
Ps.5,191.4 million; temporary investments of Ps.3,685.3 million; investments of Ps.1,982.1 million;
and investments in goodwill and other intangible assets of Ps.1,489.2 million; which effect was
partially offset by cash provided by a disposition of held-to-maturity investments of Ps.875.0
million.
Net cash used for financing activities for the year ended December 31, 2008, amounted to
Ps.1,885.5 million, and was primarily used for dividends and repurchase of capital stock of
Ps.3,342.5 million; interest paid of Ps.2,407.2 million; prepayment and repayment of debt and lease
payments of Ps.700.6 million; derivative financial instruments of Ps.346.1 million; and dividends
to minority interests of Ps.332.0 million; which effect was partially offset by cash provided by
the issuance of 6.0% Senior Notes due 2018 of Ps.5,241.6 million.
78
We expect to fund our operating cash needs during 2009, other than cash needs in connection
with any potential investments and acquisitions, through a combination of financing, cash from
operations and cash on hand. We intend to finance our potential investments or acquisitions in 2009
through available cash from operations, cash on hand and/or borrowings. The amount of borrowings
required to fund these cash needs in 2009 will depend upon the timing of cash payments from
advertisers under our advertising sales plan.
Net income adjusted for non-cash items. Non-cash items represent primarily depreciation and
amortization, deferred income taxes, stock-based compensation and equity in results of affiliates,
exclusive of changes in working capital. The Peso amounts in this section are expressed in millions
of Pesos in purchasing power as of December 31, 2007.
In 2007, we generated positive net income adjusted for non-cash items of Ps.13,839.5 million,
as compared to a positive net income adjusted for non-cash items of Ps.14,617.8 million during
2006. This change was due primarily to a Ps.2,907.8 million increase in income and asset taxes.
This decrease in our net income adjusted for non-cash items was partially offset by:
|
|
|
a Ps.555.1 million increase in operating income; |
|
|
|
a Ps.729.2 million decrease in integral cost of financing, which was due primarily to an
increase in interest income and in foreign exchange gain; and |
|
|
|
a Ps.845.2 million decrease in other expense, net. |
In 2006, we generated positive net income adjusted for non-cash items of Ps.14,617.8 million,
as compared to a positive net income adjusted for non-cash items of Ps.10,208.6 million during
2005. This change was due primarily to the following:
|
|
|
a Ps.3,014.5 million increase in operating income; |
|
|
|
a Ps.861.7 million decrease in income and asset taxes; and |
|
|
|
a Ps.780.9 million decrease in integral cost of financing, which was due primarily to a
decrease in foreign exchange loss and interest expense. |
The increases in our net income adjusted for non-cash items were partially offset by a
Ps.247.9 million increase in other expense, net.
Capital Expenditures, Acquisitions and Investments, Distributions and Other Sources of Liquidity.
During 2009, we expect to:
|
|
|
make aggregate capital expenditures for property, plant and equipment totaling U.S.$500
million, of which U.S.$220 million, U.S.$145 million and U.S.$35 million are for the
expansion and improvements of our Cable and Telecom, Sky and Gaming businesses,
respectively, and the remaining U.S.$100 million is for our Television Broadcasting and
other businesses; and |
|
|
|
make investments related to our 40% interest in La Sexta for an aggregate amount of
41.4 million. |
During 2008, we:
|
|
|
made aggregate capital expenditures totaling U.S.$478.8 million, of which U.S.$183.3
million, U.S.$114 million and U.S.$39.6 million correspond to our Cable and Telecom, Sky
and Gaming businesses, respectively, and U.S.$141.9 million to our Television Broadcasting
and other businesses; |
|
|
|
made investments related to our 40% interest in La Sexta for an aggregate amount of
44.4 million (U.S.$63.4 million); and |
|
|
|
made investments in Cablemás, for an aggregate amount of U.S.$100.0 million, in Spot
Runner, for an aggregate amount of U.S.$25.0 million, and in Volaris, for an aggregate
amount of U.S.$12.0 million. |
79
During 2007, we:
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|
|
made aggregate capital expenditures totaling U.S.$355.1 million, including U.S.$78.7
million for our Cable and Telecom segment, U.S.$122.3 million for Sky, U.S.$41.4 million for
gaming, and U.S.$112.7 million in our Television Broadcasting and other businesses; |
|
|
|
made investments related to our 40% interest in La Sexta for an aggregate amount of 65.9
million (U.S.$89.9 million); |
|
|
|
acquired Editorial Atlántida, a leading publishing company in Argentina, for
approximately U.S.$78.8 million; and |
|
|
|
acquired in December 2007 shares of companies that hold the majority of the assets of
Bestel, a privately held, facilities-based telecommunications company in Mexico by our
indirect majority-owned subsidiary, Cablestar for U.S.$256.0 million in cash plus an
additional capital contribution of U.S.$69.0 million. |
Refinancings. In May 2004, we entered into a five-year credit agreement with a Mexican bank
for an aggregate principal amount of Ps.1,162.5 million, which net proceeds were used by us to
repay any outstanding amounts under the U.S.$100.0 million syndicated term loan. For a description
of the terms of the Ps.1,162.5 million long-term credit agreement, see Indebtedness below. In
May 2009, the Company repaid this loan at its original maturity in the principal amount of
Ps.1,162.5 million. See Note 24 to our year-end financial statements.
In October 2004, we entered into a seven and one-half-year credit agreement with a Mexican
bank for an aggregate principal amount of Ps.2,000.0 million. Net proceeds of this loan were used
principally to prefund a portion of our U.S.$200.0 million aggregate principal amount of 8 5/8%
Senior Notes due in August 2005.
In March 2005, we issued U.S.$400.0 million aggregate principal amount of 6.625% Senior Notes
due 2025. We applied the net proceeds from this issuance, as well as cash on hand, to fund our
tender offers for any or all or our U.S.$300.0 million aggregate principal amount outstanding of
our 8.00% Senior Notes due 2011 and our Ps.3,839 million (equivalent to approximately U.S.$336.9
million) aggregate principal amount of 8.15% UDI-denominated Notes due 2007. For a description of
our 6.625% Senior Notes due 2025, see Indebtedness below.
In May 2005, we reopened our 6.625% Senior Notes due 2025 for an additional U.S.$200.0 million
for an aggregate principal amount of U.S.$600.0 million of 6.625% Senior Notes due 2025
outstanding.
In April 2006, Innova successfully completed a cash tender offer to purchase its U.S.$300.0
million 9.375% Senior Notes due 2013 tendering 96.25% of the notes. This tender offer was funded by
entering into two bank loans due in 2016 denominated in Pesos for a notional amount of Ps.3,500.0
million at an average fixed interest rate for the first three years of 8.84%.
In May 2007, we issued Ps.4,500 million aggregate principal amount of 8.49% Senior Notes due
2037. We used the net proceeds from the issuance to replenish our cash position following the
payment, with cash on hand, of Ps.992.9 million of our 8.15% UDI-denominated notes that matured in
April 2007 and for the repurchase of our shares. We used the remaining net proceeds from this
issuance for general corporate purposes, including the repayment of other outstanding indebtedness
and the continued repurchase of our shares, subject to market conditions and other factors. See
Note 8 to our year-end financial statements.
In May 2008, we issued U.S.$500.0 million Senior Notes due 2018. We used the net proceeds from
the issuance for general corporate purposes, including to repay outstanding indebtedness and
repurchase our shares, among other uses, in each case, subject to market conditions and other
factors.
Indebtedness. As of December 31, 2008, our consolidated long-term portion of debt amounted to
Ps.38,963.1 million, and our consolidated current portion of debt was Ps.2,283.2 million. As of
December 31, 2007, our consolidated long-term portion of debt amounted to Ps.25,795.8 million, and
our consolidated current portion of debt was Ps.488.6 million. As of December 31, 2006, our
consolidated long-term portion of debt amounted to Ps.19,487.7 million, and our consolidated
current portion of debt was Ps.1,023.5 million. The following table sets forth a description of our
outstanding indebtedness as of December 31, 2008, on a historical, actual basis. Information in the
following table is presented in millions of Pesos as of December 31, 2008:
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Outstanding(1) |
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
Interest |
|
|
|
|
Maturity |
|
Description of Debt |
|
Actual |
|
|
Rate(2) |
|
|
Denomination |
|
of Debt |
|
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8% Senior Notes(2) |
|
|
995.8 |
|
|
|
8.0 |
% |
|
U.S. Dollars |
|
|
2011 |
|
6% Senior Notes(2) |
|
|
6,920.0 |
|
|
|
6.0 |
% |
|
U.S. Dollars |
|
|
2018 |
|
8.5% Senior Notes(2) |
|
|
4,152.0 |
|
|
|
8.5 |
% |
|
U.S. Dollars |
|
|
2032 |
|
6.625% Senior Notes(2) |
|
|
8,304.0 |
|
|
|
6.625 |
% |
|
U.S. Dollars |
|
|
2025 |
|
8.49% Senior Notes(2) |
|
|
4,500.0 |
|
|
|
8.49 |
% |
|
Pesos |
|
|
2037 |
|
9.375% Senior Notes(3) |
|
|
2,417.8 |
|
|
|
9.375 |
% |
|
U.S. Dollars |
|
|
2015 |
|
JPMorgan Chase Bank, N.A. loan(4) |
|
|
3,114.0 |
|
|
|
2.088 |
% |
|
U.S. Dollars |
|
|
2012 |
|
JPMorgan Chase Bank, N.A. loan(4) |
|
|
692.0 |
|
|
|
3.750 |
% |
|
U.S. Dollars |
|
|
2012 |
|
Inbursa, S.A. loan due 2009(5) |
|
|
1,162.5 |
|
|
|
9.700 |
% |
|
Pesos |
|
|
2009 |
|
Inbursa, S.A. loan due 2010 and 2012(5) |
|
|
2,000.0 |
|
|
|
10.35 |
% |
|
Pesos |
|
2010 and 2012 |
|
Santander Serfin loan 2016(5) |
|
|
1,400.0 |
|
|
|
8.98 |
% |
|
Pesos |
|
|
2016 |
|
Banamex loan due 2016(5) |
|
|
2,100.0 |
|
|
|
8.74 |
% |
|
Pesos |
|
|
2016 |
|
Other debt(6) |
|
|
1,205.0 |
|
|
|
6.03 |
% |
|
Various |
|
|
2009-2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt (including current maturities) |
|
|
38,963.1 |
|
|
|
|
|
|
|
|
|
12.6 |
(7) |
Less: current maturities |
|
|
2,283.2 |
|
|
|
|
|
|
Various |
|
December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
36,679.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
U.S. Dollar-denominated debt is translated into Pesos at an exchange rate
of Ps.13.84 per U.S. Dollar, the Interbank Rate, as reported by Banamex,
as of December 31, 2008. |
|
(2) |
|
These Senior Notes due 2011, 2018, 2025, 2032 and 2037, in the outstanding
principal amount of U.S.$72 million, U.S.$500 million, U.S.$600 million,
U.S.$300 million and Ps.4,500,000, respectively, 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 Companys subsidiaries. Interest on the Senior Notes due 2011,
2018, 2025, 2032 and 2037, including additional amounts payable in respect
of certain Mexican withholding taxes, is 8.41%, 6.31%, 6.97%, 8.94% and
8.93% per annum, respectively, and is payable semi-annually. These Senior
Notes may not be redeemed prior to maturity, except 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.
Also, the Company may, at its own option, redeem the Senior Notes due
2018, 2025 and 2037, 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 Senior Notes due
2011, 2018 and 2032 were priced at 98.793%, 99.280% and 99.431%,
respectively, for a yield to maturity of 8.179%, 6.097% and 8.553%,
respectively. The Senior Notes due 2025 were issued in two aggregate
principal amounts of U.S.$400 million and U.S.$200 million, and were
priced at 98.081% and 98.632%, respectively, for a yield to maturity of
6.802% and 6.787%, respectively. The agreement of these Senior Notes
contains covenants that limit the ability of the Company and certain
restricted subsidiaries engaged in Television Broadcasting, Pay Television
Networks and Programming Exports, to incur or assume liens, perform sale
and leaseback transactions, and consummate certain mergers, consolidations
and similar transactions. Substantially all of these Senior Notes are
registered with the SEC. |
|
(3) |
|
These U.S.$174.7 million Senior Guaranteed Notes are unsecured obligations
of Cablemás and its restricted subsidiaries and are guaranteed by such
restricted subsidiaries, rank equally in right of payment with all
existing and future unsecured and unsubordinated indebtedness of Cablemás
and its restricted subsidiaries, and are junior in right of payment to all
of the existing and future secured indebtedness of Cablemás and its
restricted subsidiaries to the extent of the value of the assets securing
such indebtedness, interest on these Senior Notes, including additional
amounts payable in respect of certain Mexican withholding taxes, is
9.858%, and is payable semi-annually. Cablemás may redeem these Senior
Notes, in whole or in part, at any time up before November 15, 2010, at
redemption prices plus accrued and unpaid interest. The agreement of these
Senior Notes contains covenants relating to Cablemás and its restricted
subsidiaries, including covenants with respect to limitations on
indebtedness, payments, dividends, investments, sale of assets, and
certain mergers and consolidations. In July 2008, Cablemás prepaid a
portion of these Senior Notes in the principal amount of U:S.$0.3 million
in connection with a tender offer to purchase these Senior Notes at a
purchase price of 101% plus related accrued and unpaid interest. |
81
(4) |
|
In December 2007, Empresas Cablevisión and Cablemás entered into a 5-year
term loan facilities with a U.S. bank in the aggregate principal amount of
U.S.$225 million and U.S.$50 million, respectively, in connection with the
financing for the acquisition of Bestel. Annual interest on these loan
facilities is payable on a quarterly basis at LIBOR plus an applicable
margin that may range from 0.475% to 0.800% depending on a leverage ratio.
At December 31, 2008, the applicable leverage ratio for Empresas
Cablevisión and Cablemás was 0.525% and 0.600%, respectively. Under the
terms of the loan facilities, Empresas Cablevisión and its subsidiaries
and Cablemás and its subsidiaries are required to (a) maintain certain
financial coverage ratios related to indebtedness and interest expense,
and (b) comply with certain restrictive covenants, primarily on debt,
liens, investments and acquisitions, capital expenditures, asset sales,
consolidations, mergers and similar transactions. |
(5) |
|
Includes in 2008, outstanding balance of long-term loans in the principal
amount of Ps.2,000,000 and, Ps.1,162,460, in connection with certain
credit agreements entered into by the Company with a Mexican bank, with
various maturities from 2009 through 2012. Interest on these loans is, in
a range of 8.925% to 10.350% per annum, and is payable on a monthly basis.
Under the terms of these credit agreements, the Company and certain
restricted subsidiaries engaged in television broadcasting, pay television
networks and programming exports are required to maintain (a) certain
financial coverage ratios related to indebtedness and interest expense;
and (b) certain restrictive covenants on indebtedness, dividend payments,
issuance and sale of capital stock, and liens. The balance in 2008 also
includes two 10-year loans entered into by Sky with Mexican banks in the
aggregate principal amount of Ps.3,500,000. This 10-year Sky indebtedness
is guaranteed by the Company and includes a Ps.2,100,000 loan with an
annual interest rate of 8.74% and a Ps.1,400,000 loan with an annual
interest rate of 8.98% for the first three years ending in March and April
2009, respectively, and the Mexican interbank interest rate of TIIE plus
24 basis points for the remaining seven years. Interest on these two
10-year loans is payable on a monthly basis. |
|
(6) |
|
Includes Ps. 1,107,200 in connection with a non-interest bearing
promissory note in the principal amount of U.S.$80 million with a maturity
date of August 2009, which amount was originally recognized by the Group,
and guaranteed by the Company, as a long-term liability in connection
with the acquisition of Bestel in December 2007. In 2008, this liability
was replaced under similar terms by a U.S.$80 million non-interest bearing
promissory note payable to a foreign financial institution. In March 2009,
the Company entered into a purchase agreement with the holder of the
promissory note. Includes notes payables to banks, bearing annual interest
rates ranging from 1.25 to 1.50 basis points above LIBOR. The maturities
of these notes are between 2009 and 2022. |
|
(7) |
|
Actual weighted average maturity of long-term debt as of December 31, 2008. |
Interest Expense. Interest expense for the years ended December 31, 2006, 2007 and 2008 was
Ps.2,010.4 million, Ps.2,177.0 million and Ps.2,816.4 million, respectively.
The following table sets forth our interest expense for the years indicated (in millions of
U.S. Dollars and millions of Mexican Pesos):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,(1)(2) |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Interest payable in U.S. Dollars |
|
U.S.$ |
95.6 |
|
|
U.S.$ |
87.2 |
|
|
U.S.$ |
124.4 |
|
Amounts currently payable under
Mexican withholding taxes(3) |
|
|
4.2 |
|
|
|
3.7 |
|
|
|
4.6 |
|
|
|
|
|
|
|
|
|
|
|
Total interest payable in U.S. Dollars |
|
U.S.$ |
99.8 |
|
|
U.S.$ |
90.9 |
|
|
U.S.$ |
129.0 |
|
|
|
|
|
|
|
|
|
|
|
Peso equivalent of interest payable in
U.S. Dollars |
|
Ps. |
1,156.4 |
|
|
Ps. |
1,014.4 |
|
|
Ps. |
1,432.7 |
|
Interest payable in Pesos |
|
|
812.7 |
|
|
|
1,149.6 |
|
|
|
1,383.7 |
|
Restatement of UDI-denominated Notes Due 2007 |
|
|
41.3 |
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
Ps. |
2,010.4 |
|
|
Ps. |
2,177.0 |
|
|
Ps. |
2,816.4 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
U.S. Dollars are translated into Pesos at the rate prevailing when
interest was recognized as an expense for each period, and the Peso
amounts for the years ended December 31, 2006 and 2007 were restated
to Pesos in purchasing power as of December 31, 2007. We discontinued
recognizing the effects of inflation in financial information
effective January 1, 2008. |
|
(2) |
|
Interest expense in these periods includes amounts effectively payable
in U.S. Dollars as a result of U.S. Dollar-Peso swaps. Interest
expense in these periods also includes gains or losses from related
derivative instruments |
|
(3) |
|
See Additional Information Taxation Federal Mexican Taxation. |
82
Guarantees. We guarantee our proportionate share of our DTH joint ventures minimum
commitments for use on PanAmSat (now Intelsat Corporation) IS-9 satellites transponders for
periods of up to 15 years. The amount of these guaranteed commitments is estimated to be an
aggregate of U.S.$80.8 million as of December 31, 2008, related to Innova. In October 2005, in a
series of related transactions, we disposed of our 30% interest in Techco and were released of any
obligation in connection with a guarantee granted by us in respect of certain of Techcos
indebtedness.
In February 2006, in connection with the transactions with DIRECTV, we entered into an amended
and restated guarantee with PanAmSat, pursuant to which the proportionate share of Innovas
transponder lease obligation on satellite 1S-9 (formerly PAS-9) guaranteed by us was adjusted from
51.0% to 52.8%. In April 2006, we acquired additional equity interests in Innova from DIRECTV (as described below), and the guarantee was readjusted from 52.8% to 58.7% to cover a
percentage of the transponder lease obligations equal to our percentage ownership of Innova at that
time. See Major Stockholders and Related Party Transactions Related Party Transactions,
Information on the Company Business Overview DTH Joint Ventures and Note 11 to our year-end
financial statements.
Contractual Obligations and Commercial Commitments
Our contractual obligations and commercial commitments consist primarily of long-term debt, as
described above, satellite transponder obligations and transmission rights obligations.
Contractual Obligations on the Balance Sheet
The following table summarizes our contractual obligations on the balance sheet as of December
31, 2008 (these amounts do not include interest):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less Than |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 Months |
|
|
12-36 Months |
|
|
36-60 Months |
|
|
After |
|
|
|
|
|
|
|
January 1, |
|
|
January 1, |
|
|
January 1, |
|
|
60 Months |
|
|
|
|
|
|
|
2009 to |
|
|
2010 to |
|
|
2012 to |
|
|
Subsequent to |
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
Total |
|
|
2009 |
|
|
2011 |
|
|
2013 |
|
|
2013 |
|
|
|
(Thousands of U.S. Dollars) |
|
8% Senior Notes due 2011 |
|
U.S.$ |
71,951 |
|
|
U.S.$ |
|
|
|
U.S.$ |
71,951 |
|
|
U.S.$ |
|
|
|
U.S.$ |
|
|
8.5% Senior Notes due 2032 |
|
|
300,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300,000 |
|
6.625% Senior Notes due 2025 |
|
|
600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600,000 |
|
8.49% Senior Notes due 2037 |
|
|
325,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325,145 |
|
8.625% Senior Notes due 2018 |
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
9.375% Senior Notes due 2015 |
|
|
174,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174,700 |
|
Inbursa loan due 2009 |
|
|
83,993 |
|
|
|
83,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Inbursa loan due 2010 and 2012 |
|
|
144,509 |
|
|
|
|
|
|
|
72,254 |
|
|
|
72,255 |
|
|
|
|
|
JPMorgan Chase Bank, N.A. loan
due 2012 |
|
|
225,000 |
|
|
|
|
|
|
|
|
|
|
|
225,000 |
|
|
|
|
|
JPMorgan Chase Bank, N.A. loan
due 2012 |
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
Credit Suisse due 2009 |
|
|
80,000 |
|
|
|
80,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Santander Serfin loan due 2016 |
|
|
101,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,156 |
|
Banamex loan due 2016 |
|
|
151,734 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
151,734 |
|
Other debt |
|
|
7,062 |
|
|
|
976 |
|
|
|
3,471 |
|
|
|
329 |
|
|
|
2,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
2,815,250 |
|
|
|
164,969 |
|
|
|
147,676 |
|
|
|
347,584 |
|
|
|
2,155,021 |
|
Accrued
interest |
|
|
31,776 |
|
|
|
31,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Satellite transponder obligation |
|
|
94,773 |
|
|
|
10,029 |
|
|
|
23,855 |
|
|
|
29,992 |
|
|
|
30,897 |
|
Transmission rights(1) |
|
|
291,443 |
|
|
|
73,214 |
|
|
|
87,372 |
|
|
|
87,957 |
|
|
|
42,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
U.S.$ |
3,233,242 |
|
|
U.S.$ |
279,988 |
|
|
U.S.$ |
258,903 |
|
|
U.S.$ |
465,533 |
|
|
U.S.$ |
2,228,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
This liability reflects our transmission rights obligations related to
programming acquired or licensed from third party producers and
suppliers, and special events, which are reflected for in our
consolidated balance sheet within trade accounts payable (current
liabilities) and other long-term liabilities. |
83
Contractual Obligations off the Balance Sheet
The following table summarizes our contractual obligations off the balance sheet as of
December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less Than |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 Months |
|
|
12-36 Months |
|
|
36-60 Months |
|
|
After 60 |
|
|
|
|
|
|
|
January 1, |
|
|
January 1, |
|
|
January 1, |
|
|
Months |
|
|
|
|
|
|
|
2009 to |
|
|
2010 to |
|
|
2012 to |
|
|
Subsequent to |
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
Total |
|
|
2009 |
|
|
2011 |
|
|
2013 |
|
|
2013 |
|
|
|
(Thousands of U.S. Dollars) |
|
Satellite transponder
commitments(1) |
|
|
U.S.$37,570 |
|
|
|
U.S.$11,726 |
|
|
|
U.S.$12,118 |
|
|
|
U.S.$7,500 |
|
|
|
U.S.$6,226 |
|
Agreement with Intelsat
Corporation(2) |
|
|
147,900 |
|
|
|
|
|
|
|
141,300 |
|
|
|
3,600 |
|
|
|
3,000 |
|
Capital expenditures
commitments(3) |
|
|
18,780 |
|
|
|
18,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease commitments(4) |
|
|
56,725 |
|
|
|
17,160 |
|
|
|
23,555 |
|
|
|
5,481 |
|
|
|
10,529 |
|
Interest on
debt(5) |
|
|
2,619,267 |
|
|
|
159,870 |
|
|
|
358,272 |
|
|
|
331,438 |
|
|
|
1,769,687 |
|
Interest on
satellite transponder obligation |
|
|
41,319 |
|
|
|
10,370 |
|
|
|
16,946 |
|
|
|
10,810 |
|
|
|
3,193 |
|
Other(6) |
|
|
79,939 |
|
|
|
57,858 |
|
|
|
22,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
|
U.S.$3,001,500 |
|
|
|
U.S.$275,764 |
|
|
|
U.S.$574,272 |
|
|
|
U.S.$358,829 |
|
|
|
U.S.$1,792,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Our minimum commitments for the use of satellite transponders under operating lease contracts. |
|
(2) |
|
Agreement of Sky and Sky Brasil with Intelsat Corporation to build and launch a new
24-transponder satellite in the first semester of 2010. See Note 11 to our year-end financial
statements. |
|
(3) |
|
Our commitments for capital expenditures include U.S.$5,988, which are related to
improvements to leasehold facilities of our gaming operations. |
|
(4) |
|
Our minimum non-cancellable lease commitments for facilities under operating lease contracts,
which are primarily related to our gaming business, under operating leases expiring through
2047. See Note 11 to our year-end financial statements. |
|
(5) |
|
Interest to be paid in
future years on
outstanding debt as of December 31, 2008, was estimated based on
contractual interest rates and exchange rates as of that date. |
|
(6) |
|
We have commitments of capital contributions in 2009 and 2010, subject to certain conditions,
related to our 40% equity interest in La Sexta in the aggregate amount of 41.4 million
(U.S.$57,858 million) and 15.8 million (U.S.$22,081 million), respectively. |
84
Item 6. Directors, Senior Management and Employees
Board of Directors
The following table sets forth the names of our current directors and their alternates, their
dates of birth, their principal occupation, their business experience, including other
directorships, and their years of service as directors or alternate directors. Each of the
following directors and alternate directors were elected or ratified for a one-year term by our
stockholders at our April 30, 2009 annual stockholders meeting.
|
|
|
|
|
|
|
Name and Date of Birth |
|
Principal Occupation |
|
Business Experience |
|
First Elected |
Emilio Fernando Azcárraga
Jean (02/21/68)
|
|
Chairman of the Board,
President and Chief
Executive Officer and
Chairman of the Executive
Committee of Grupo Televisa
|
|
Member of the Board of Banco
Nacional de México, S.A.
|
|
December 1990 |
|
|
|
|
|
|
|
In alphabetical order: |
|
|
|
|
|
|
Alfonso de Angoitia Noriega
(01/17/62)
|
|
Executive Vice President,
Member of the Executive
Office of the Chairman and
Member of the Executive
Committee of Grupo Televisa
|
|
Member of the Board of Grupo
Modelo, S.A.B. de C.V.
|
|
April 1997 |
|
|
|
|
|
|
|
Pedro Carlos Aspe Armella
(07/07/50)
|
|
Co-Chairman of Evercore
Partners Partners
|
|
Member of the Board of The
McGraw-Hill Companies
|
|
April 2003 |
|
|
|
|
|
|
|
Julio Barba Hurtado
(05/20/33)
|
|
Legal Advisor to the
Company, Secretary to
the Audit and Corporate
Practices Committee of
Grupo Televisa and Member of the
Executive Committee of the
Company
|
|
Former Legal Advisor to the
Board of the Company and Former
Assistant Secretary of the
Board of the Company
|
|
December 1990 |
|
|
|
|
|
|
|
José Antonio Bastón Patiño
(04/13/68)
|
|
President of Television and Contents and Member of the Executive Committee of Grupo Televisa
|
|
Former Corporate Vice
President of Television, Vice
President of Operations
|
|
April 1998 |
|
|
|
|
|
|
|
Alberto Bailléres González
(08/22/31)
|
|
President of Grupo Bal,
S.A. de C.V.
|
|
Member of the Boards of
Industrias Peñoles, Grupo
Nacional Provincial, Grupo
Profuturo, GNP Afore, GNP
Pensiones, Valores Mexicanos,
Casa de Bolsa, Grupo Palacio
de Hierro, BBVA Bancomer,
Fomento Económico Mexicano,
Grupo Kuo, Grupo Dine and
President of the Board of
Governors of ITAM
|
|
April 2004 |
|
|
|
|
|
|
|
Francisco José Chévez Robelo
(07/03/29)
|
|
Retired Partner of Chévez,
Ruiz, Zamarripa y Cía.,
S.C. and Chairman of the
Audit and Corporate
Practices Committee of
Grupo Televisa and
Empresas Cablevisión,
S.A.B. de C.V.
|
|
Member of the Board of
Empresas Cablevisión, S.A.B.
de C.V. and former Partner of
Chévez, Ruíz, Zamarripa y
Cía., S.C.
|
|
April 2003 |
85
|
|
|
|
|
|
|
Name and Date of Birth |
|
Principal Occupation |
|
Business Experience |
|
First Elected |
Manuel Jorge Cutillas Covani
(03/01/32)
|
|
Former President and Chief
Executive Officer of Grupo
Bacardi Limited
|
|
Member of the Board of
Bacardi Limited and former
Chairman of the Board of
Grupo Bacardi Limited
|
|
April 1992 |
|
|
|
|
|
|
|
José Antonio Fernández
Carbajal (2/15/54)
|
|
Chairman of the Board and
Chief Executive Officer of
Fomento Económico
Mexicano, S.A.B. de C.V.
and Coca-Cola FEMSA,
S.A.B. de C.V.
|
|
Vice Chairman of the Board of
ITESM and member of the
Boards of Grupo Financiero
BBVA Bancomer, Industrias
Peñoles, Grupo Industrial
Bimbo, CEMEX, Controladora
Vuela Compañía de Aviación
and Chairman of the Advisory
Board México of the Woodrow
Wilson Center and México
Institute Co.
|
|
April 2007 |
|
|
|
|
|
|
|
Carlos Fernández González
(09/29/66)
|
|
Chief Executive Officer
and Chairman of the Board
of Grupo Modelo, S.A.B. de
C.V., Member of the Board
and Partner of Fnaccess
México, S.A.B. de C.V.,
Partner and Chief
Executive Officer of
Tendora San Carlos, S.A.
de C.V.
|
|
Member of the Boards of
Emerson Electric Co, Grupo
Financiero, Santander, S.A.B.
de C.V. and Anheuser-Busch
Companies, Inc.
|
|
July 2000 |
|
|
|
|
|
|
|
Bernardo Gómez Martínez
(07/24/67)
|
|
Executive Vice President,
Member of the Executive
Office of the Chairman and
Member of the Executive
Committee of Grupo Televisa
|
|
Former President of the
Mexican Chamber of Television
and Radio Broadcasters and
Deputy to the President of
Grupo Televisa
|
|
April 1999 |
|
|
|
|
|
|
|
Claudio X. González Laporte
(05/22/34)
|
|
Chairman of the Board of
Kimberly-Clark de México,
S.A.B. de C.V.
|
|
Member of the Boards of Grupo
Alfa, Grupo Carso, Grupo
Mexico, Investment Company of
America, Grupo Inbrusa and
Mexico Fund
|
|
April 1997 |
|
|
|
|
|
|
|
Roberto Hernández Ramírez
(03/24/42)
|
|
Chairman of the Board of
Banco Nacional de México,
S.A.
|
|
Member of the Boards of Grupo
Financiero Banamex Accival,
Citigroup, Inc., and Grupo Industrial Maseca, S.A. de C.V. |
|
April 1992 |
|
|
|
|
|
|
|
Enrique Krauze Kleinbort
(09/17/47)
|
|
Director and Partner of
Editorial Clío Libros, y
Videos, S.A. de C.V. and of
Editorial Vuelta, S.A. de
C.V.
|
|
Member and Chairman of the
Boards of Editorial Clío,
Libros y Videos, S.A. de C.V.
and of Quadrant, S.A. de C.V.
and President of the Board of
Directors of Productora
Contadero, S.A. de C.V.
|
|
April 1996 |
|
|
|
|
|
|
|
Germán Larrea Mota Velasco
(10/26/53)
|
|
Chairman of the Board,
President and Chief
Executive Officer of Grupo
México, S.A.B. de C.V.
|
|
Chairman of the Board of
Southern Copper Corporation
and Grupo Ferroviario
Mexicano, S.A. de C.V.
|
|
April 1999 |
86
|
|
|
|
|
|
|
Name and Date of Birth |
|
Principal Occupation |
|
Business Experience |
|
First Elected |
Michael Larson (10/07/59)
|
|
Chief Investment Officer of
William H. Gates III
|
|
Chairman of Western Asset
Claymore Inflation Linked
Securities & Income Fund and
Western Asset/Claymore
Inflation Linked
Opportunities Fund; Director
of Hamilton Lane Advisors,
LLC and Pan American Silver
Corp.
|
|
April 2009 |
|
|
|
|
|
|
|
Lorenzo Alejandro Mendoza
Giménez (10/05/1965)
|
|
Chief Executive Officer,
member of the Board and
President of the Executive
Committee of Empresas Polar
|
|
Member of the Boards of
Universidad Metropolitana,
Group of Fifty (G-50), the
MIT Deans Advisory
Council, the World Economic
Forum, the Young Global
Leaders and an Ashoka fellow;
Former member of AES La
Electricidad de Caracas,
CANTV-Verizon and BBVA Banco
Provincial.
|
|
April 2009 |
|
|
|
|
|
|
|
Alejandro Jesus Quintero
Iñiguez (02/11/50)
|
|
Corporate Vice President of
Sales and Marketing and
Member of the Executive
Committee of Grupo Televisa
|
|
Shareholder of Grupo TV
Promo, S.A. de C.V.
|
|
April 1998 |
|
|
|
|
|
|
|
Fernando Senderos Mestre
(03/03/50)
|
|
Chairman of the Board and
President of the Executive
Committee of Desc, S.A. de
C.V., Dine, S.A.B. de C.V.
and Grupo Kuo, S.A.B. de
C.V.
|
|
Member of the Boards of Grupo
Alfa, Grupo Carso,
Kimberly-Clark de México and
Industrias Peñoles
|
|
April 1992 |
|
|
|
|
|
|
|
Enrique Francisco José
Senior Hernández (08/03/43)
|
|
Managing Director of Allen
& Company, LLC
|
|
Member of the Boards of
Coca-Cola FEMSA, Cinemark and
FEMSA
|
|
April 2001 |
87
|
|
|
|
|
|
|
Name and Date of Birth |
|
Principal Occupation |
|
Business Experience |
|
First Elected |
Alternate Directors: |
|
|
|
|
|
|
In alphabetical order:
Herbert A. Allen III
(06/08/67)
|
|
President of Allen &
Company LLC
|
|
Former Executive Vice
President and Managing
Director of Allen & Company
Incorporated, Member of the
Board of Convera Corporation
|
|
April 2002 |
|
|
|
|
|
|
|
Félix José Araujo Ramírez
(03/20/51)
|
|
Vice President of Televisa
Regional
|
|
Former Private Investor in
Promoción y Programación de
la Provincia, S.A. de C.V.,
Promoción y Programación del
Valle de Lerma, S.A. de C.V.,
Promoción y Programación del
Sureste, S.A. de C.V.,
Teleimagen Profesional del
Centro, S.A. de C.V. and
Estrategia Satélite, S.C.
|
|
April 2002 |
|
|
|
|
|
|
|
Joaquín Balcárcel Santa
Cruz (01/04/69)
|
|
Vice President Legal and
General Counsel of Grupo
Televisa
|
|
Former Vice President and
General Counsel of Television
Division, Former Legal
Director of Grupo Televisa.
|
|
April 2000 |
|
|
|
|
|
|
|
Rafael Carabias Príncipe
(11/13/44)
|
|
Chief Financial Officer of
Gestora de Inversiones
Audiovisuales La Sexta, S.A.
|
|
Former Member of the Boards
of Promecap, S.C. and Grupo
Financiero del Sureste, S.A.,
former Director of Corporate
Finance of Scotiabank
Inverlat, S.A. and former
Vice President of
Administration of Grupo
Televisa
|
|
April 1999 |
|
|
|
|
|
|
|
José Luis Fernández
Fernández (05/18/59)
|
|
Managing Partner of Chévez,
Ruíz, Zamarripa y Cia.,
S.C.; Member of the Audit
and Corporate Practices
Committee of Grupo Televisa
|
|
Member of the Boards of
Directors of Sport City
Universidad, S.A. de C.V.,
Club de Golf Los Encinos,
S.A. and Global Assurance
Brokers Agente de Seguros de
Fianzas, S.A. de C.V.
|
|
April 2002 |
|
|
|
|
|
|
|
Salvi Rafael Folch Viadero
(08/16/67)
|
|
Chief Financial Officer of
Grupo Televisa
|
|
Former Vice President of
Financial Planning of Grupo
Televisa, Chief Executive
Officer and Chief Financial
Officer of Comercio Más, S.A.
de C.V. and former Vice
Chairman of Banking
Supervision of the National
Banking and Securities
Commission
|
|
April 2002 |
|
|
|
|
|
|
|
Leopoldo Gómez González
Blanco (04/06/59)
|
|
Vice President of News
of Grupo Televisa
|
|
Former Director of
Information to the President
of Grupo Televisa
|
|
April 2003 |
|
|
|
|
|
|
|
Jorge Agustín Lutteroth
Echegoyen (01/24/53)
|
|
Vice President and
Corporate Controller of
Grupo Televisa
|
|
Former Senior Partner of
Coopers & Lybrand Despacho
Roberto Casas Alatriste, S.C.
|
|
April 2000 |
|
|
|
|
|
|
|
Alberto Javier Montiel
Castellanos (11/22/45)
|
|
Director of Montiel Font y
Asociados, S.C. and Member
of the Audit and Corporate
Practices Committees of
Grupo Televisa and Empresas
Cablevisión, S.A.B. de C.V.
|
|
Former Tax Vice President of
Grupo Televisa and Former Tax
Director of Wal-Mart de
México, S.A.B. de C.V.
|
|
April 2002 |
|
|
|
|
|
|
|
Raúl Morales Medrano
(05/12/70)
|
|
Partner of Chévez, Ruiz,
Zamarripa y Cia., S.C.
|
|
Former Senior Manager of
Chévez, Ruiz, Zamarripa y
Cia., S.C.
|
|
April 2002 |
88
Our Board of Directors
General. The management of our business is vested in our Board of Directors. Our bylaws
currently provide for a Board of Directors of 20 members, at least 25% of which must be
independent directors under Mexican law (as described below), with the same number of alternate
directors. The Mexican Securities Market Law provides that the following persons, among others, do
not qualify as independent:
|
|
|
our principals, employees or managers, as well as the statutory auditors, or comisarios,
of our subsidiaries, including those individuals who have occupied any of the described
positions within a period of 12 months preceding the appointment; |
|
|
|
individuals who have significant influence over our decision making processes; |
|
|
|
controlling stockholders, in our case, the beneficiary of the Azcárraga Trust; |
|
|
|
partners or employees of any company which provides advisory services to us or any
company that is part of the same economic group as we are and that receives 10% or more of
its income from us; |
|
|
|
significant clients, suppliers, debtors or creditors, or members of the Board or
executive officers of any such entities; or |
|
|
|
spouses, family relatives up to the fourth degree, or cohabitants of any of the
aforementioned individuals. |
Our bylaws prohibit the appointment of individuals to our Board of Directors who: (i) are
members of the board of directors or other management boards of a company (other than the Company
or its subsidiaries) that has one or more concessions to operate telecommunication networks in
Mexico; or (ii) directly or indirectly, are shareholders or partners of companies (other than the
Company or its subsidiaries), that have one or more concessions to operate telecommunication
networks in Mexico, with the exception of ownership stakes that do not allow such individuals to
appoint one or more members of the management board or any other operation or decision making
board.
Election of Directors. A majority of the members of our Board of Directors must be Mexican
nationals and must be elected by Mexican stockholders. At our annual stockholders meeting on April
30, 2009 and at our annual meetings thereafter, a majority of the holders of the A Shares voting
together elected, or will have the right to elect, eleven of our directors and corresponding
alternates and a majority of the holders of the B Shares voting together elected, or will have the
right to elect, five of our directors and corresponding alternates. At our special stockholders
meetings, a majority of the holders of the L Shares and D Shares will each continue to have the
right to elect two of our directors and alternate directors, each of which must be an independent
director. Ten percent holders of A Shares, B Shares, L Shares or D Shares will be entitled to
nominate, a director and corresponding alternates. Each alternate director may vote in the absence
of a corresponding director. Directors and alternate directors are elected for one-year terms by
our stockholders at each annual stockholders meeting, and each serves for up to a 30 day term once
the one-year appointment has expired or upon resignation; in this case, the Board of Directors is
entitled to appoint provisional directors without the approval of the stockholders meeting. All of
the current and alternate members of the Board of Directors were elected by our stockholders at our
2009 annual stockholders special and general meetings, which were held on April 30, 2009.
Quorum; Voting. In order to have a quorum for a meeting of the Board of Directors, generally
at least 50% of the directors or their corresponding alternates must be present. However, in the
case of a meeting of the Board of Directors to consider certain proposed acquisitions of our
capital stock, at least 75% of the directors or their corresponding alternates must be present. In
the event of a deadlock of our Board, our Chairman will have the deciding vote.
Meetings; Actions Requiring Board Approval. Our bylaws provide that our Board must meet at
least once a quarter, and that our Chairman, 25% of the Board, our Secretary or alternate Secretary
or the Chairman of the Audit and Corporate Practices Committee may call for a Board meeting.
89
Pursuant to the Mexican Securities Market Law and our bylaws, our Board of Directors must
approve, among other matters:
|
|
|
with input from the Audit and Corporate Practices Committee, on an individual basis: (i)
any transactions with related parties, subject to certain limited exceptions; (ii) the
appointment of our Chief Executive Officer, his compensation and removal for justified
causes; (iii) our financial statements; (iv) unusual or non-recurrent transactions and any
transactions or series of related transactions during any calendar year that involve (a) the
acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated
assets, or (b) the giving of collateral or guarantees or the assumption of liabilities,
equal to or exceeding 5% of our consolidated assets; (v) agreements with our external
auditors; and (vi) accounting policies within Mexican FRS; |
|
|
|
creation of special committees and granting them the power and authority, provided that
the committees will not have the authority, which by law or under our bylaws is expressly
reserved for the stockholders or the Board; |
|
|
|
matters related to antitakeover provisions provided for in our bylaws; and |
|
|
|
the exercise of our general powers in order to comply with our corporate purpose. |
Duty of Care and Duty of Loyalty. The Mexican Securities Market Law imposes a duty of care
and a duty of loyalty on directors. The duty of care requires our directors to act in good faith
and in the best interests of the company. In carrying out this duty, our directors are required to
obtain the necessary information from the Chief Executive Officer, the executive officers, the
external auditors or any other person to act in the best interests of the company. Our directors
are liable for damages and losses caused to us and our subsidiaries as a result of violating their
duty of care.
The duty of loyalty requires our directors to preserve the confidentiality of information
received in connection with the performance of their duties and to abstain from discussing or
voting on matters in which they have a conflict of interest. In addition, the duty of loyalty is
breached if a stockholder or group of stockholders is knowingly favored or if, without the express
approval of the Board of Directors, a director takes advantage of a corporate opportunity. The duty
of loyalty is also breached, among other things, by (i) failing to disclose to the Audit and
Corporate Practices Committee or the external auditors any irregularities that the director
encounters in the performance of his or her duties; or (ii) disclosing information that is false or
misleading or omitting to record any transaction in our records that could affect our financial
statements. Directors are liable for damages and losses caused to us and our subsidiaries for
violations of this duty of loyalty. This liability also extends to damages and losses caused as a
result of benefits obtained by the director or directors or third parties, as a result of actions
of such directors.
Our directors may be subject to criminal penalties of up to 12 years imprisonment for certain
illegal acts involving willful misconduct that result in losses to us. Such acts include the
alteration of financial statements and records.
Liability actions for damages and losses resulting from the violation of the duty of care or
the duty of loyalty may be exercised solely for our benefit and may be brought by us, or by
stockholders representing 5% or more of our capital stock, and criminal actions only may be brought
by the Mexican Ministry of Finance, after consulting with the Mexican National Banking and
Securities Commission. As a safe harbor for directors, the liabilities specified above (including
criminal liability) will not be applicable if the director acting in good faith (i) complied with
applicable law, (ii) made the decision based upon information provided by our executive officers or
third-party experts, the capacity and credibility of which could not be subject to reasonable
doubt, (iii) selected the most adequate alternative in good faith or if the negative effects of
such decision could not have been foreseeable, and (iv) complied with stockholders resolutions
provided the resolutions do not violate applicable law.
The members of the board are liable to our stockholders only for the loss of net worth
suffered as a consequence of disloyal acts carried out in excess of their authority or in violation
of our bylaws.
In accordance with the Mexican Securities Market Law, supervision of our management is
entrusted to our Board of Directors, which shall act through an Audit and Corporate Practices
Committee for such purposes, and to our external auditor. The Audit and Corporate Practices
Committee (together with the Board of Directors) replaces the statutory auditor (comisario) that
previously had been required by the Mexican Companies Law.
90
Audit and Corporate Practices Committee. The Audit and Corporate Practices Committee is
currently composed of three members: Francisco José Chévez Robelo, the Chairman, Alberto Montiel
Castellanos and José Luís Fernández Fernández. The Chairman of this Committee was elected at our ordinary stockholders meetings held in April
2007 and 2008, and in our latest annual shareholders meeting held on April 30, 2009. The other
members were elected at our Board of Directors Meetings held on October 27, 2006 and April 30,
2009. The Chairman of the Audit and Corporate Practices Committee is appointed at our stockholders
meeting, and the board of directors appoints the remaining members.
The Audit and Corporate Practices Committee is responsible for, among other things: (i)
supervising our external auditors and analyzing their reports, (ii) analyzing and supervising the
preparation of our financial statements, (iii) informing the Board of Directors of our internal
controls and their adequacy, (iv) requesting reports of our Board of Directors and executive
officers whenever it deems appropriate, (v) informing the Board of any irregularities that it may
encounter, (vi) receiving and analyzing recommendations and observations made by the stockholders,
directors, executive officers, our external auditors or any third party and taking the necessary
actions, (vii) calling stockholders meetings, (viii) supervising the activities of our Chief
Executive Officer, (ix) providing an annual report to the Board of Directors, (x) providing
opinions to our Board of Directors, (xi) requesting and obtaining opinions from independent third
parties and (xii) assisting the Board in the preparation of annual reports and other reporting
obligations.
The Chairman of the Audit and Corporate Practices Committee, shall prepare an annual report to
our Board of Directors with respect to the findings of the Audit and Corporate Practices Committee,
which shall include, among other things (i) the status of the internal controls and internal audits
and any deviations and deficiencies thereof, taking into consideration the reports of external
auditors and independent experts, (ii) the results of any preventive and corrective measures taken
based on results of investigations in respect of non-compliance of operating and accounting
policies, (iii) the evaluation of external auditors, (iv) the main results from the review of our
financial statements and those of our subsidiaries, (v) the description and effects of changes to
accounting policies, (vi) the measures adopted as result of observations of stockholders,
directors, executive officers and third parties relating to accounting, internal controls, and
internal or external audits, (vii) compliance with stockholders and directors resolutions, (viii)
observations with respect to relevant directors and officers, (ix) the transactions entered into
with related parties and (x) the remunerations paid to directors and officers.
Committees of Our Board of Directors. Our Board of Directors has an Executive Committee. Each
member is appointed for a one-year term at each annual general stockholders meeting. Our bylaws
provide that the Executive Committee may generally exercise the powers of the Board of Directors,
except those expressly reserved for the Board in our bylaws or by applicable law. The Executive
Committee currently consists of Emilio Azcárraga Jean, Alfonso de Angoitia Noriega, Bernardo Gómez
Martínez, José Antonio Bastón Patiño, Julio Barba Hurtado, and Alejandro Quintero Iñiguez.
Executive Officers
The following table sets forth the names of our executive officers, their dates of birth,
their current position, their prior business experience and the year in which they were appointed
to their current positions:
|
|
|
|
|
|
|
Name and Date of Birth |
|
Principal Position |
|
Business Experience |
|
First Appointed |
Emilio Fernando Azcárraga
Jean (02/21/68)
|
|
Chairman of the Board, President
and Chief Executive Officer and
Chairman of the Executive
Committee of Grupo Televisa
|
|
Member of the Board of Banco
Nacional de México, S.A.
|
|
March 1997 |
|
|
|
|
|
|
|
In alphabetical order:
Alfonso de Angoitia Noriega
(01/17/62)
|
|
Executive Vice President, Member
of the Executive Office of the
Chairman and Member of the
Executive Committee of Grupo
Televisa
|
|
Member of the Board of Grupo
Modelo, S.A.B. de C.V.
|
|
January 2004 |
|
|
|
|
|
|
|
Félix José Araujo Ramírez
(03/20/51)
|
|
Vice President of Televisa Regional
|
|
Former Private Investor in
Promoción y Programación de la
Provincia, S.A. de C.V.,
Promoción y Programación del
Valle de Lerma, S.A. de C.V.,
Promoción y Programación del
Sureste, S.A. de C.V.,
Teleimagen Profesional del
Centro, S.A. de C.V. and
Estrategia Satélite, S.C.
|
|
January 1993 |
91
|
|
|
|
|
|
|
Name and Date of Birth |
|
Principal Position |
|
Business Experience |
|
First Appointed |
Maximiliano Arteaga Carlebach
(12/06/42)
|
|
Vice President of Technical
Operations, Services & Television
Production of Grupo Televisa
|
|
Former Vice President of
Operations Televisa
Chapultepec, former Vice
President of Administration
Televisa San Angel and
Chapultepec and former Vice
President of Administration and
Finance of Univisa, Inc.
|
|
March 2002 |
|
|
|
|
|
|
|
José Antonio Bastón Patiño
(04/13/68)
|
|
President of Television and
Contents and Member of the
Executive Committee of Grupo
Televisa
|
|
Former Corporate Vice President
of Television, Vice President of
Operations
|
|
November 2008 April 1999 |
|
|
|
|
|
|
|
Jean Paul Broc Haro (08/08/62)
|
|
Chief Executive Officer of
Cablevisión
|
|
Former Chief Executive Officer
of Pay Television Networks of
Grupo Televisa and former
Technical and Operations
Director of Pay Television
Networks of Grupo Televisa
|
|
February 2003 |
|
|
|
|
|
|
|
Salvi Rafael Folch
Viadero (08/16/67)
|
|
Chief Financial
Officer of Grupo
Televisa
|
|
Former Vice
President of
Financial Planning
of Grupo Televisa,
Chief Executive
Officer and Chief
Financial Officer
of Comercio Más,
S.A. de C.V. and
former Vice
Chairman of Banking
Supervision of the
National Banking
and Securities
Commission
|
|
January 2004 |
|
|
|
|
|
|
|
Bernardo Gómez
Martínez (07/24/67)
|
|
Executive Vice
President and
Member of the
Executive Office of
the Chairman and
Member of the
Executive Committee
of Grupo Televisa
|
|
Former Deputy to
the President of
Grupo Televisa and
former President of
the Mexican Chamber
of Television and
Radio Broadcasters
|
|
January 2004 |
|
|
|
|
|
|
|
Eduardo Michelsen
Delgado (03/03/71)
|
|
Chief Executive
Officer and Vice
President of
Televisa Publishing
& Interactive Media
|
|
Former Chief
Executive Officer
of Editorial
Televisa
International,
former Vice
President of
Editorial Televisa
Mexico, Former Vice
President of
Operations of
Editorial Televisa
International,
former Chief
Executive Officer
of Grupo Semana and
former Project
Director for
McKinsey & Co.,
Partner and Council
Member of PSC
Profit Supply
Center LLC and
Operadora de
Servicios Mega,
S.A. de C.V.
|
|
January 2008 |
|
|
|
|
|
|
|
Jorge Eduardo
Murguía Orozco
(01/25/50)
|
|
Vice President of
Production of Grupo
Televisa
|
|
Former
Administrative Vice
President and
former Director of
Human Resources of
Televisa
|
|
March 1992 |
|
|
|
|
|
|
|
Alejandro Jesus
Quintero Iñiguez
(02/11/50)
|
|
Corporate Vice
President of Sales
and Marketing and
Member of the
Executive Committee
of Grupo Televisa
|
|
Shareholder of
Grupo TV Promo,
S.A. de C.V.
|
|
January 1998 |
|
|
|
|
|
|
|
Francisco Javier
Mérida Guzmán
(07/31/67)
|
|
Chief Executive
Officer of Sistema
Radiópolis
|
|
Former Chief
Executive Officer
and National Sales
Manager of Cadena
SER Málaga
|
|
September 2006 |
|
|
|
|
|
|
|
Alexandre Moreira
Penna (12/25/54)
|
|
Chief Executive
Officer Corporación
Novavision
|
|
Former Vice
President of
Corporate Finance
of Grupo Televisa
and former Managing
Director of
JPMorgan Chase
Bank, N.A.
|
|
January 2004 |
92
Compensation of Directors and Officers
For the year ended December 31, 2008, we paid our directors, alternate directors and executive
officers for services in all capacities aggregate compensation of approximately nominal Ps.455
million (U.S.$32.9 million using the Interbank Rate, as reported by Banamex, as of December 31,
2008).
We made Ps.75 million in contributions to our pension and seniority premium plans on behalf
of our directors, alternate directors and executive officers in 2008. Projected benefit obligations
as of December 31, 2008 were approximately Ps.98 million.
In addition, we have granted our executive officers and directors rights to purchase CPOs
under the Stock Purchase Plan and the Long-Term Retention Plan. See Stock Purchase Plan and
" Long-Term Retention Plan below.
Use of Certain Assets and Services
We maintain an overall security program for Mr. Azcárraga, other top executives, their
families, in some cases, and for other specific employees and service providers, as permitted under
our Política de Seguridad policy, due to business-related security concerns. We refer to the
individuals described above as Key Personnel. Our security program includes the use of our
personnel, assets and services to accomplish security objectives.
According to this program, we require, under certain circumstances, that certain authorized
Key Personnel use aircrafts, either owned or leased by us, for non-business, as well as business
travel for our benefit rather than as a personal benefit. The use of such aircrafts is carried out
in accordance with, among others, our Política de Seguridad policy, which establishes guidelines
under which authorized Key Personnel may use such aircrafts for personal purposes. If the use of
such aircrafts for personal purposes exceeds the specified number of hours, the relevant Key
Personnel must reimburse us for the cost of operating the aircrafts during the excess time of use.
The aggregate amount of compensation set forth in Compensation of Directors and Officers does
include the cost to us of providing this service.
In addition, certain Key Personnel is provided with security systems and equipment for their
residences and/or automobiles and with security advice and personal protection services at their
residences. The use of these security services is provided in accordance with our Política de
Seguridad policy. The cost of these systems and services are incurred as a result of
business-related concerns and are not considered for their personal benefit. As a result, the
Company has not included such cost in Compensation of Directors and Officers.
Stock Purchase Plan
Pursuant to the terms of our stock purchase plan, as amended, we may grant eligible
participants, who consist of key executives and other personnel, rights to purchase CPOs and/or CPO
equivalents or we may conditionally sell CPOs and/or CPO equivalents to these participants. Our
stockholders have authorized the allocation of up to 8% of our capital stock to this and any other
plans we may establish from time to time for the benefit of our employees. See Long-Term
Retention Plan. Pursuant to the stock purchase plan, the exercise or sale prices of the CPOs
and/or CPO equivalents are based on then current market prices at the time the options are granted
or the conditional sale agreement is executed. We have implemented the stock purchase plan by means
of a special purpose trust. The CPOs, CPO equivalents and underlying shares that are part of the
stock purchase plan will be held by the special purpose trust and will be voted with the majority
of the CPOs, CPO equivalents and underlying shares represented at the relevant meeting until these
securities are transferred to plan participants or otherwise sold in the open market. In accordance
with the stock purchase plan, our President and the technical committee of the special purpose
trust have broad discretion to make decisions related to the stock purchase plan, including the
ability to accelerate vesting terms, to release or transfer CPOs and/or CPO equivalents, subject to
conditional sale agreements, to plan participants in connection with sales for purposes of making
the payment of the related purchase price, and to implement amendments to the stock purchase plan,
among others.
The stock purchase plan has been implemented in several stages since 1999, through a series of
conditional sales to plan participants of CPOs. The conditional sale agreements entered into by
plan participants since the implementation of the stock purchase plan through the fourth quarter of
2001 were terminated for several reasons, including the failure of plan participants to pay the
purchase price and the fact that the average closing price per CPO on the Mexican Stock Exchange
fell below certain thresholds for a 15 trading day period.
93
Pursuant to the related conditional sale agreements, rights to approximately 0.7 million
vested in March 2007, 7.1 million vested in July 2007, 0.1 million vested in February 2008, and 0.7
million vested in March 2008. Rights to purchase these CPOs currently expire in 2011. Unless the technical committee of the
special purpose trust or our President determines otherwise, these CPOs will be held in the special
purpose trust until they are transferred to plan participants or otherwise sold in the open market,
subject to the conditions set forth in the related conditional sale agreements. As of May 2009,
CPOs and shares not assigned to plan participants were transferred to the Long-Term Retention Plan
special purpose trust. See Notes 12 and 23 to our year-end financial statements.
In December 2002, we registered for sale CPOs by the special purpose trust to plan
participants pursuant to a registration statement on Form S-8 under the Securities Act. The
registration of these CPOs permits plan participants who are not affiliates and/or the special
purpose trust on behalf of these plan participants to sell their CPOs that have vested into the
Mexican and/or U.S. markets through ordinary brokerage transactions without any volume or other
limitations or restrictions. Those plan participants who are affiliates may only sell their vested
CPOs either pursuant to an effective registration statement under the Securities Act or in reliance
on an exemption from registration. All or a portion of the net proceeds from any such sales would
be used to satisfy the purchase price obligations of these plan participants pursuant to their
conditional sale agreements. As of December 31, 2008, approximately 77.2 million stock purchase
plan CPOs transferred to employee plan participants, have been sold in open market transactions.
Additional sales took place during the three-months ended March 31, 2009, and will continue to take
place during or after 2009.
Long-Term Retention Plan
At our general extraordinary and ordinary stockholders meeting held on April 30, 2002, our
stockholders authorized the creation and implementation of a Long-Term Retention Plan, which
supplements our existing stock purchase plan. At the meeting, our stockholders also authorized the
issuance of A Shares in an aggregate amount of up to 4.5% of our capital stock at the time the A
Shares are issued, a portion of the 8% of our capital stock previously authorized by our
stockholders for these plans, as well as the creation of one or more special purpose trusts to
implement the Long-Term Retention Plan. One of these special purpose trusts currently owns
approximately 144.6 million CPOs or CPO equivalents, of which approximately 51% are in the form of
CPOs and the remaining 49% are in the form of A, B, D and L Shares. During 2006, approximately 9.7
million CPOs were early vested. During January 2008 and 2009, approximately 12.1 and 11.7 million
CPOs were vested respectively. We estimate that the remaining CPOs and CPOs equivalents will become
granted and/or vested in periods between 2009 and 2023. Pursuant to our Long-Term Retention Plan,
we may grant eligible participants, who consist of unionized and non-unionized employees, including
key personnel, awards as stock options, conditional sales, restricted stock or other similar
arrangements. As approved by our stockholders, the exercise or sale price, as the case may be, is
based (i) on the average trading price of the CPOs during the first six months of 2003, or (ii) on
the price determined by the Board, the technical committee of the special purpose trust or the
President of Televisa, in either case, adjusted by any applicable discount, including discounts
attributable to limitations on the disposition of the Shares or CPOs that are subject to the
Long-Term Retention Plan. The CPOs and their underlying shares as well as A, B, D and L Shares that
are part of the Long-Term Retention Plan will be held by the special purpose trust and will be
voted (y) with the majority of those securities, as the case may be, represented at the relevant
meeting or (z) as determined by the technical committee of the special purpose trust, until these
securities are transferred to plan participants or otherwise sold in the open market. As of
December 31, 2008 approximately 11.9 million Long-Term Retention Plan CPOs that were transferred to
employee plan participants were sold in the open market. Additional sales will continue to take
place during or after 2009.
In April 2007, the Board of Directors, with the input from the Audit and Corporate Practices
Committee, reviewed the compensation of our Chief Executive Officer and determined to include our
Chief Executive Officer in the Long-Term Retention Plan of the Company as well as in any other plan
to be granted by the Company to its employees in the future. See Compensation of Directors and
Officers. As a consequence thereof, as of May 2007, the Chief Executive Officer was awarded, under
the Long-Term Retention Plan, approximately 5.5 million CPOs or CPO equivalents, either in the form
of CPOs or shares, to be exercised at a price of approximately Ps.60.65 per CPO (subject to
adjustments depending on the result of operations of the Company). The CPOs granted to the Chief
Executive Officer may be exercised in 2010, 2011 and 2012. Pursuant to the resolutions adopted by
our stockholders, we have not, and do not intend to, register shares under the Securities Act that
are allocated to the Long-Term Retention Plan.
As of May 2007, awards under the Long-Term Retention Plan have been granted or reserved with
respect to approximately 51.3 million CPOs or CPO equivalents, either in the form of CPOs or
Shares, of which rights with respect to approximately 37.7 million CPOs or CPO equivalents shall
vest between 2008 and 2010 at a price of approximately Ps.13.45 per CPO and rights with respect to
approximately 6 million CPOs or CPO equivalents shall vest between 2010 and 2012 as described in
the above paragraph at a weighted-average price of approximately Ps.56.93 per CPO. As of May 2009,
the remaining 4.8 million CPOs or CPO equivalents may be exercised at a price of approximately
Ps.28.05 per CPO in periods that commenced in 2013 and will end in 2023 (in certain cases, adjusted upwards by a specified percentage similar to the interest rate generated by
government liquid securities). Pursuant to the resolutions adopted by our stockholders meeting, we have not, and do not
intend to, register shares under the Securities Act that are allocated to the Long-Term Retention
Plan.
94
At our annual general ordinary stockholders meeting held on April 30, 2008, our stockholders
approved grants of up to 25 million CPOs per year, or CPO equivalents, under the Long-Term
Retention Plan. The price at which the CPOs will be transferred to beneficiaries is based on the
lowest of (i) the closing price on March 31 of the year in which the CPOs are transferred, and (ii)
the average price of the CPOs during the first three months of the year in which the CPOs are
assigned and less dividends, operating income before depreciation and amortization, or OIBDA
(including OIBDA affected by acquisitions) and liquidity discounts, among others.
Share Ownership of Directors and Officers
Share ownership of our directors, alternate directors and executive officers is set forth in
the table under Major Stockholders and Related Party Transactions Related Party Transactions.
Except as set forth in such table, none of our directors, alternate directors or executive officers
is currently the beneficial owner of more than 1% of any class of our capital stock or conditional
sale agreements or options representing the right to purchase more than 1% of any class of our
capital stock.
Employees and Labor Relations
The following table sets forth the number of employees and a breakdown of employees by main
category of activity and geographic location as of the end of each year in the three-year period
ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Total number of employees |
|
|
16,205 |
|
|
|
17,810 |
|
|
|
22,528 |
|
Category of activity: |
|
|
|
|
|
|
|
|
|
|
|
|
Employees |
|
|
16,170 |
|
|
|
17,777 |
|
|
|
22,488 |
|
Executives |
|
|
35 |
|
|
|
33 |
|
|
|
40 |
|
Geographic location: |
|
|
|
|
|
|
|
|
|
|
|
|
Mexico |
|
|
14,629 |
|
|
|
15,871 |
|
|
|
20,571 |
|
Latin America (other than Mexico) |
|
|
1,131 |
|
|
|
1,473 |
|
|
|
1,529 |
|
U.S |
|
|
437 |
|
|
|
466 |
|
|
|
428 |
|
Other Countries |
|
|
8 |
|
|
|
0 |
|
|
|
0 |
|
As of December 31, 2006, 2007 and 2008, approximately 41%, 39% and 35% of our employees,
respectively, were represented by unions. We believe that our relations with our employees are
good. Under Mexican law, the agreements between us and most of our television, radio and cable
television union employees are subject to renegotiation on an annual basis in January of each year.
We also have union contracts with artists, musicians and other employees, which are also
renegotiated on an annual basis.
95
Item 7. Major Stockholders and Related Party Transactions
The following table sets forth information about the beneficial ownership of our capital stock
by our directors, alternate directors, executive officers and each person who is known by us to own
more than 5% of the currently outstanding A Shares, B Shares, L Shares or D Shares as of May 31,
2009. Except as set forth below, we are not aware of any holder of more than 5% of any class of our
Shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of |
|
|
|
Shares Beneficially Owned(1)(2) |
|
|
Outstanding |
|
|
|
A Shares |
|
|
B Shares |
|
|
D Shares |
|
|
L Shares |
|
|
Shares |
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
Percentage |
|
|
Beneficially |
|
Identity of Owner |
|
Number |
|
|
of Class |
|
|
Number |
|
|
of Class |
|
|
Number |
|
|
of Class |
|
|
Number |
|
|
of Class |
|
|
Owned |
|
Azcárraga Trust(3) |
|
|
52,991,825,693 |
|
|
|
44.2 |
% |
|
|
67,814,604 |
|
|
|
0.1 |
% |
|
|
107,886,870 |
|
|
|
0.1 |
% |
|
|
107,886,870 |
|
|
|
0.1 |
% |
|
|
15.4 |
% |
Inbursa Trust(4) |
|
|
1,657,549,900 |
|
|
|
1.4 |
% |
|
|
1,458,643,912 |
|
|
|
2.6 |
% |
|
|
2,320,569,860 |
|
|
|
2.7 |
% |
|
|
2,320,569,860 |
|
|
|
2.7 |
% |
|
|
2.2 |
% |
Dodge & Cox, Inc.(5) |
|
|
4,015,136,500 |
|
|
|
3.3 |
% |
|
|
3,533,320,120 |
|
|
|
6.3 |
% |
|
|
5,621,191,100 |
|
|
|
6.6 |
% |
|
|
5,621,191,100 |
|
|
|
6.6 |
% |
|
|
5.4 |
% |
Davis Selected Advisers(6) |
|
|
3,401,313,750 |
|
|
|
2.8 |
% |
|
|
2,993,156,100 |
|
|
|
5.3 |
% |
|
|
4,761,839,250 |
|
|
|
5.6 |
% |
|
|
4,761,839,250 |
|
|
|
5.6 |
% |
|
|
4.6 |
% |
Cascade Investment, LLC(7) |
|
|
2,645,050,000 |
|
|
|
2.2 |
% |
|
|
2,327,644,000 |
|
|
|
4.2 |
% |
|
|
3,703,070,000 |
|
|
|
4.3 |
% |
|
|
3,703,070,000 |
|
|
|
4.3 |
% |
|
|
3.6 |
% |
Oppenheimer Funds, Inc.(8) |
|
|
2,546,551,875 |
|
|
|
2.1 |
% |
|
|
2,240,965,650 |
|
|
|
4.0 |
% |
|
|
3,565,172,625 |
|
|
|
4.2 |
% |
|
|
3,565,172,625 |
|
|
|
4.2 |
% |
|
|
3.4 |
% |
Total |
|
|
119,874,826,425 |
|
|
|
|
|
|
|
55,991,635,176 |
|
|
|
|
|
|
|
85,327,736,865 |
|
|
|
|
|
|
|
85,327,736,865 |
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(1) |
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Unless otherwise indicated, the information presented in this section is based on the number of shares authorized,
issued and outstanding as of May 31, 2009. The number of shares issued and outstanding for legal purposes as of May
31, 2009 was 60,948,213,050 series A Shares, 53,634,427,484 series B Shares, 85,327,498,270 series D Shares and
85,327,498,270 series L Shares, in the form of CPOs, and an additional 58,926,613,375 series A Shares, 2,357,207,692
series B Shares, 238,595 series D Shares and 238,595 series L Shares not in the form of CPOs. For financial reporting
purposes under Mexican FRS only, the number of shares authorized, issued and outstanding as of May 31, 2009 was
59,121,480,075 series A Shares, 52,026,902,466 series B Shares, 82,770,072,105 series D Shares and 82,770,072,105
series L Shares in the form of CPOs, and an additional 52,915,848,965 series A Shares, 186,537 series B Shares,
238,541 series D Shares and 238,541 series L Shares not in the form of CPOs. The number of shares authorized, issued
and outstanding for financial reporting purposes under Mexican FRS as of May 31, 2009 does not include: (i) 73,069,319
CPOs and an additional 6,010,764,410 series A Shares, 2,357,021,155 series B Shares, 54 series D Shares and 54 series
L Shares not in the form of CPOs acquired by the trust we created to
implement our Long-Term Retention Plan. See Note
12 to our year-end financial statements. |
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(2) |
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Except through the Azcárraga Trust, none of our directors and executive officers currently beneficially owns more than
1% of our outstanding A Shares, L Shares or D Shares. See Directors, Senior Management and Employees Share
Ownership of Directors and Officers. This information is based on information provided by directors and executive
officers. |
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(3) |
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For a description of the Azcárraga Trust, see The Major Stockholders below. |
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(4) |
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Until June 17, 2009, a trust for the benefit of Promotora Inbursa, S.A. de C.V. an indirect subsidiary of Grupo
Financiero Inbursa, S.A.B. de C.V., or the Inbursa Trust, held 1,657,549,900 Series A Shares, 1,458,643,912 Series B
Shares, 2,320,569,860 Series L Shares and 2,320,569,860 Series D Shares, all in the form of CPOs, which represented
2.2% of outstanding shares of the Company, through the Stockholder
Trust. See Major Stockholders and Related Party
Transactions The Major Stockholders. On June 17, 2009, the Stockholder Trust was terminated and the shares and
CPOs which were formerly held through such trust, were delivered to the corresponding beneficiaries, the Inbursa Trust
and the Azcárraga Trust. |
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(5) |
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Based solely on information included in the report on Form 13F filed on March 31, 2009 by Dodge & Cox. |
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(6) |
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Based solely on information included in the report on Form 13F filed on March 31, 2009 by Davis Selected Advisers, L.P. |
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(7) |
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Based solely on information included in the report on Form 13D filed on April 30, 2009 by Cascade Investment, L.L.C. |
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(8) |
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Based solely on information included in the report on Form 13F filed on March 31, 2009 by Oppenheimer Funds, Inc. |
The Major Stockholders
Approximately 45.6% of the outstanding A Shares, 2.7% of the outstanding B Shares, 2.8% of the
outstanding D Shares and 2.8% of the outstanding L Shares of the Company were held through the
Stockholder Trust, including shares in the form of CPOs. On June 17, 2009, the Stockholder Trust
was terminated and the shares and CPOs which were formerly held through such trust, were delivered
to the corresponding beneficiaries. The largest beneficiary of the Stockholder Trust was a trust
for the benefit of Emilio Azcárraga Jean. Such trust currently holds 44.2% of the outstanding A
shares, 0.1% of the outstanding B shares, 0.1% of the outstanding D shares and 0.1% of the
outstanding L shares of the Company. As a result, Emilio Azcárraga Jean controlled until June 17,
2009, the voting of the shares held through the Stockholder Trust, and currently controls the vote
of such shares through the Azcárraga Trust.
96
The A Shares held through the Azcárraga Trust constitute a majority of the A Shares whose
holders are entitled to vote because non-Mexican holders of CPOs and GDSs are not permitted by law
to vote the underlying A Shares. Accordingly, and so long as non-Mexicans own more than a minimal
number of A Shares, Emilio Azcárraga Jean will have the ability to direct the election of 11 out of
20 members of our Board, as well as prevent certain actions by the stockholders, including dividend
payments, mergers, spin-offs, changes in corporate purpose, changes of nationality and amendments
to the anti-takeover provisions of our bylaws. See Major Stockholders and Related Party
Transactions The Major Stockholders.
Pursuant to Televisas bylaws, holders of Series B shares are entitled to elect five out of 20
members of the Board of Directors.
Because the Azcárraga Trust only holds a limited number of B Shares, there can be no assurance
that individuals nominated by the Azcárraga Trust appointees will be elected to our Board.
Related Party Transactions
Transactions and Arrangements With Innova. In 2006, 2007 and 2008, we engaged in, and we
expect that we will continue to engage in, transactions with Innova, including, without limitation,
the transaction described below. We hold a 58.7% equity interest in Innova through a consolidated
joint venture with DIRECTV. Beginning April 1, 2004, we began including the assets, liabilities and
results of operations of Innova in our consolidated financial statements (see Note 1(b) to our
year-end financial statements). Although we hold a majority of Innovas equity, DIRECTV has
significant governance rights, including the right to block any transaction between us and Innova.
Capital Contributions and Loans
Programming. Pursuant to an agreement between us and Innova, we have granted Innova exclusive
DTH rights to some program services in Mexico. Innova paid us Ps.683.4 million, Ps.791.4 million
and Ps.713.9 million for these rights in 2006, 2007 and 2008, respectively. Innova currently pays
the rates paid by third party providers of cable television, subject to certain exceptions, and
MMDS services in Mexico for our various programming services. In addition, pursuant to the
agreement and subject to certain exceptions, we cannot charge Innova higher rates than the rates
that we charge third party providers of cable television and MMDS services in Mexico for our
various programming services.
Advertising Services. Innova purchased magazine advertising space and television and radio
advertising time from us in connection with the promotion of its DTH satellite services in 2006,
2007 and 2008, and we expect that Innova will continue to do so in the future. For television,
radio and magazine advertising, Innova paid and will continue to pay the rates applicable to third
party advertisers. Innova paid Ps.155.6 million, Ps.176.7 million and Ps.192.1 million for
advertising services in 2006, 2007 and 2008, respectively.
Guarantees. We have guaranteed a portion of Innovas payments to Intelsat Corporation
(formerly PanAmSat Corporation) for transponder services on satellite IS-9 (formerly PAS-9). Our
guarantee is currently limited to 58.7% of Innovas obligations under the transponder lease. Innova
is obligated to pay a monthly service fee of U.S.$1.7 million to PanAmSat for satellite signal
reception and retransmission service from transponders on the IS-9 satellite through September
2015. As of December 31, 2006, 2007 and 2008, we had guaranteed payments in the amount of
U.S.$104.8 million, U.S.$92.8 million and U.S.$80.8 million, respectively, which represented 51% of
Innovas obligations to PanAmSat at the end of 2006 and 58.7% of Innovas obligations to Intelsat
Corporation at the end of 2007 and at the end of 2008. See Information on the Company Business
Overview DTH Joint Ventures. See Note 11 to our year-end financial statements. If Innova does
not pay these fees in a timely manner, we will be required to pay our proportionate share of its
obligations to Intelsat. We have also guaranteed 100% of Corporación Novavision, S. de R.L. de
C.V.s payment obligation under both the Ps.2.1 billion, 8.3-year bank loan with Banamex, as well
as the Ps.1.4 billion, 8.3-year bank loan with Banco Santander, S.A.
In July 2005, we entered into a long-term credit agreement with Innova in the aggregate
principal amount of Ps.1,012,000, with a partial maturity (50%) in 2010 and the remainder in 2011,
and interest of 10.55% per annum payable on a monthly basis. The proceeds from the credit agreement
were used to prepay all of the outstanding amounts under a long-term credit agreement entered into
in December 2004 between Innova and a Mexican bank in the same principal amount, and with the same
maturity and interest conditions. In November 2005, Innova prepaid Ps.512 million of this loan at
par and no penalty was incurred. In November 2006, Innova prepaid the Ps.500.0 million outstanding
amount of this loan. No penalties were incurred and the payment was done with Innovas cash on
hand.
97
Tax Sharing Agreement. We have a tax sharing agreement with Innova, which sets forth certain
of our rights and obligations, as well as those of Innova, with respect to Innovas liability for
federal income and asset taxes imposed under Mexican tax laws. We received an authorization from
Mexican tax authorities to include Innovas results in our consolidated tax return for purposes of
determining our income. Tax profits or losses obtained by Innova are consolidated with our tax
profits or losses up to 100% of our percentage ownership of Innova, which is currently 58.7%.
Pursuant to the tax sharing agreement, in no event shall Innova be required to remit to us an
amount in respect of its federal income that is in excess of the product of (x) the amount that
Innova would be required to pay on an individual basis, as if Innova had filed a separate tax
return, and (y) with respect to income taxes, our direct or indirect percentage ownership of
Innovas capital stock.
For additional information concerning transactions with Innova, as well as amounts paid to us
by Innova pursuant to these transactions in 2008, see Note 16 to our year-end financial statements
and Note 9 to Innovas year-end financial statements. See also Information on the Company
Business Overview DTH Joint Ventures Mexico and Central America.
Transactions and Arrangements With Univision. In 2006, 2007 and 2008 we engaged in certain
transactions with Univision. Until the March 29, 2007 acquisition of Univision, we owned 39,289,534
shares and warrants representing an approximate 11.3% equity stake in Univision, on a fully diluted
basis. Upon consummation of the acquisition, all of our shares were converted into cash and our
warrants were cancelled. As a result, Univision was no longer a related party. For a description
of programming and other agreements between us and Univision, royalties paid to us by Univision
pursuant to programming agreements, as well as our relationship with, including ownership interest
in Univision, see Operating and Financial Review and Prospects Results of Operations Total
Segment Results Programming Exports, Information on the Company Business Overview
Univision and Note 16 to our year end financial statements.
In April 2006, we designated Ricardo Maldonado Yáñez, Secretary to our Board of Directors, as
a director of Univision. As of the closing of the acquisition of Univision on March 29, 2007, we
lost our right to designate a member to the board of directors of Univision. Accordingly, Ricardo
Maldonado Yáñez resigned from the Univision board of directors.
Transactions and Arrangements With Vuela. In 2007, Editorial Televisa, our subsidiary, entered
into an agreement with Vuela pursuant to which Vuela distributes five different magazines edited
and produced by Editorial Televisa. Under this agreement, Vuela distributes these magazines at no
cost to its clients, in boarding terminals at airports located in the Mexican territory and on its
airplanes. Televisa pays Vuela 10% of the net advertising sales generated by these magazines. We
believe that such percentage is comparable to the amounts paid to third parties in similar types of
transactions.
Pursuant to a license agreement between Televisa and Vuela, we granted Vuela the right to
broadcast some of our television programs in the audio and video systems installed in Vuelas
aircrafts, facilities, and vehicles. Under this license agreement, Vuela pays Televisa a monthly
royalty in the amount of Ps.100,000 for Televisa content. In addition, Televisa entered into an
agreement with Vuela pursuant to which Televisa sells airplane screen advertising to be aired in
the audio and video systems installed in Vuelas aircrafts. Televisa pays Vuela a monthly fixed
consideration of Ps.100,000 and a variable consideration of 15% of the revenues obtained by
Televisa from such airplane screen sales. During 2008, Televisa paid Vuela the amount of
Ps.1,200,000 as variable consideration under such agreement. We believe that such amount is
comparable to those paid to third parties in these types of transactions.
In
January 2008, we entered into a lease agreement with Vuela that
expired in February 28, 2009, pursuant to which Vuela leased
approximately 2,000 meters of the real estate adjacent to our principal headquarters in Santa Fe,
Mexico City. Under this lease agreement, Vuela paid Televisa a monthly fixed consideration of
U.S.$8,538.83 and an additional variable consideration of approximately U.S.$10,673.54 depending on
the total fraction actually used by Vuela during each month. In addition in 2008, Vuela was charged
a one-time fee of $U.S.25,637.50 for real estate used during the preceding 10 months in 2007. We believe that such amounts are comparable to those
paid to third parties in these types of transactions.
Transactions and Arrangements with TVI. In December 2007, in connection with the acquisition
of Bestel, TVI issued an interest bearing promissory note in the principal amount of U.S.$50
million with a maturity date of December 2012, in favor of JPMorgan Chase Bank, N.A. The interest
rate on the promissory note is LIBOR plus the applicable margin, which is determined by the
leverage ratio. On June 2, 2009, JPMorgan Chase Bank, N.A. and the Company entered into an
Assignment and Assumption Agreement, whereby Grupo Televisa, S.A.B assumed from JPMorgan Chase
Bank, N.A. the entire $50.0 million loan facility with TVI. TVI entered into this loan facility in
December 2007, in connection with the financing of the acquisition of the majority of the assets of
Bestel by our indirect majority-owned subsidiary, Cablestar. TVI holds 15.4% of the equity of
Cablestar.
98
Transactions and Arrangements with Letseb. In December 2007, in connection with the
acquisition of Bestel, Letseb issued a non-interest bearing promissory note in the principal amount
of U.S.$80 million with a maturity date of August 2009, in favor of Consultoría Empresarial Segura,
S.A. de C.V. or CES, which was guaranteed by the Company. In 2008, CES sold such promissory note to
Credit Suisse acting through its Cayman Islands Branch or Credit Suisse, and as a result, the
promissory note was replaced by a U.S.$80 million non-interest bearing promissory note payable to
Credit Suisse with the same maturity date, which was also guaranteed by the Company. In March 2009,
the Company entered into a purchase agreement with Credit Suisse, pursuant to which it acquired the
U.S.$80 million non-interest bearing promissory note.
Transactions and Arrangements With Our Directors and Officers. In 2007, we invested Ps.55
million (approximately U.S.$5 million) in the equity of Centros de Conocimiento Tecnológico, or
CCT, a company that builds, owns and operates technological schools in Mexico and in which Claudio
X. Gonzalez Laporte and Carlos Fernandez Gonzalez, two of our directors, own a minority interest.
We currently hold 15% of the equity of CCT.
Certain of our executive officers have in the past, and from time to time in the future may,
purchase debt securities issued by us and/or Innova from third parties in negotiated transactions.
Certain of our executive officers and directors participate in our stock purchase plan and
Long-Term Retention Plan. See Directors, Senior Management and Employees Stock Purchase Plan
and Long-Term Retention Plan.
Transactions and Arrangements With Affiliates and Related Parties of Our Directors, Officers and
Major Stockholders
Production Services. FV Productions, LLC., a television production company owned by Ultra
Enterprises, Inc. and Ultra Enterprises II, LLC, provided, from time to time, production services
as required by Televisa, S.A. de C.V. Ultra Enterprises, Inc. and Ultra Enterprises II, LLC are
currently controlled by Grupo Televicentro, S.A. de C.V., or Televicentro, where Mr. Emilio
Azcárraga Jean, our Chief Executive Officer, President and Chairman of the Board, acts as a sole
stockholder. FV Productions, LLC has provided Televisa the following production services: (i)
during 2006 and ending in 2007, production services for the production of a telenovela entitled
Las Dos Caras de Ana, which consisted of 120 episodes and had a cost of U.S.$7,711,682.00; and
(ii) during 2007, production services for the production of the telenovela entitled Bajo Las
Riendas del Amor, which consists of 150 episodes and had a cost of U.S.$8,951,916. We believe that
the fees paid by Televisa to FV Productions, LLC for the referred production services are
comparable to those paid to third parties for these types of services. On December 31, 2008, FV
Productions, LLC transferred the ownership of its production facilities in Miami to Sunny Isle LLC,
a wholly owned subsidiary of the Company as payment in kind for a debt held by Sunny Isle of
U.S.$4,813,885. In addition, in June 2004, Televicentro granted Televisa a call option to require
Televicentro to sell and Televisa granted Televicentro a put option to require Televisa to
purchase, shares representing all of the outstanding equity interest of Ultra Enterprises, Inc.
owned by Televicentro or by its subsidiary TVC Holdings U.S.A., LLC at the time of exercise of the
option. The options may be exercised at any time prior to June 30, 2009 for a price equal to 3.6
times the average of the operating income before depreciation and amortization of Ultra
Enterprises, Inc. for the two years prior to the exercise of the option. Televisa does not intend
to exercise its call option and has not received any notice from Televicentro expressing its intent
to exercise its put option.
Consulting Services. Instituto de Investigaciones Sociales, S.C., a consulting firm which is
controlled by Ariana Azcárraga De Surmont, the sister of Emilio Azcárraga Jean, has, from time to
time during 2006, 2007 and 2008 provided consulting services and research in connection with the
effects of our programming, especially telenovelas, on our viewing audience. Instituto de
Investigaciones Sociales, S.C. has provided us with such services in 2008, and we expect to
continue these arrangements through 2009.
Distribution Services. Until 2007, Intermex, our subsidiary, distributed magazines edited and
produced by Compañía Editorial Cinemania, S.A. de C.V., a company in which the brother-in-law of
Emilio Azcárraga Jean had at that time a 30% participation. Compañía Editorial Cinemania, S.A. de
C.V. paid Intermex 42% of the net sales of the magazines, based on the sale price of the magazines.
We believe that such percentage was comparable to those paid to third parties in this type of
transaction.
Loans from Banamex. From time to time in the past and in 2006, 2007 and 2008, Banamex made
loans to us, Televicentro and several other of our affiliates and we expect that this will continue
to be the case in the future. These loans were made to us, Televicentro and our affiliates,
including Innova and its subsidiary, Corporación Novavisión, S. de R.L. de C.V., on terms
substantially similar to those offered by Banamex to third parties. Emilio Azcárraga Jean, our
Chief Executive Officer, President and Chairman of the Board, is a member of the Board of Banamex.
One of our directors, Roberto Hernández Ramírez, is the Chairman of the Board of Banamex. Mr.
Hernández was also a member of the Board of, and the beneficial owner of less than 1% of the
outstanding capital stock of, Citigroup, Inc., the entity that indirectly controls Banamex. Lorenzo
H. Zambrano Treviño, a former director, is also a member of the Board of Banamex. For a description
of amounts outstanding under, and the terms of, our existing credit facilities with Banamex, see Operating and Financial Review and Prospects Results
of Operations Liquidity, Foreign Exchange and Capital Resources Indebtedness.
99
Advertising Services. Two of our directors, Alfonso de Angoitia Noriega and Carlos Fernández
González, are members of the Board of, as well as in the case of Mr. Fernández, stockholder of,
Grupo Modelo, S.A.B. de C.V., or Grupo Modelo, the leading producer, distributor and exporter of
beer in Mexico. Carlos Fernández González also serves as the Chief Executive Officer and Chairman
of the board of directors of Grupo Modelo. Alfonso de Angoitia Noriega also serves as the Chairman
of the Finance Committee of the board of directors of Grupo Modelo. Grupo Modelo purchased
advertising services from us in connection with the promotion of its products from time to time in
2006, 2007 and 2008, and we expect that this will continue to be the case in the future. Grupo
Modelo paid and will continue to pay rates applicable to third party advertisers for these
advertising services.
During 2007 and 2008, Editorial Televisa, our subsidiary, entered into advertising agreements with
Comercializadora IMU, S.A. de C.V., or IMU, a company controlled by the brother-in-law of Emilio
Azcárraga Jean, whereby IMU provides advertising services to Editorial Televisa by promoting
magazines published by Editorial Televisa, at billboards installed at bus stops and Editorial
Televisa promotes IMUs products and/or services in the magazines it publishes. Under such
agreement, Editorial Televisa paid IMU Ps.4.4 million and Ps.111,650.0 for such services in 2007
and 2008, respectively and IMU paid Televisa Ps.4.4 million and Ps.111,650.0 for such services in
2007 and 2008, respectively. In addition, Editorial Televisa and IMU entered into separate
advertising services agreements in 2007 and 2008, whereby IMU provided advertising services to
Editorial Televisa by promoting magazines published by Editorial Televisa at billboards installed
at bus stops. Editorial Televisa paid Ps. 4.4 million and Ps. 4.4 million for such services in 2007
and 2008, respectively. We believe that the terms and conditions of these advertising agreements
are on arms length basis.
Several other members of our current Board serve as members of the Boards and/or stockholders
of other companies. See Directors, Senior Management and Employees. Some of these companies,
including Banamex, Kimberly-Clark de México, S.A.B. de C.V., Grupo Financiero Santander, S.A.B. de
C.V., and FEMSA, among others, purchased advertising services from us in connection with the
promotion of their respective products and services from time to time in 2006, 2007 and 2008, and
we expect that this will continue to be the case in the future. Similarly, Alejandro Quintero
Iñiguez, a member of the Board and the Executive Committee of Grupo Televisa, S.A.B. and our
Corporate Vice President of Sales and Marketing, is a stockholder and member of the Board of Grupo
TV Promo, S.A. de C.V. and TV Promo, S.A. de C.V., or TV Promo. Grupo TV Promo, S.A. de C.V. and TV Promo are Mexican companies which render services of publicity, promotion and advertisement
to third parties; these entities act as licensees of the Company for the use and exploitation of
certain images and/or trademarks of shows and novelas produced by the Company; and produce
promotional campaigns and events for the Company and for some of the Companys clients. Grupo TV
Promo, S.A. de C.V. and TV Promo jointly with other entities in which Mr. Alejandro Quintero has a direct and/or
indirect participation, such as Producción y Creatividad
Musical, S.A. de C.V., Radar Servicios Especializados de
Mercadotecnia, S.A. de C.V. and TV Promo
International, Inc. (jointly, Grupo TV Promo) have purchased and will continue to purchase advertising services from us, some
of which are referred to the aforementioned promotional campaigns. The companies described above
pay rates applicable to third party advertisers that purchase unsold advertising services, which
are lower than the rates paid by advertisers that purchase advertising in advance or at regular
rates. Alejandro Quintero does not currently receive any form of
compensation from Grupo TV Promo, S.A. de C.V. and/or TV Promo, other than dividends to which he may be entitled to receive as stockholder, as the
case may be. During 2007 and 2008, Grupo TV Promo purchased unsold advertising from Televisa for a total
Ps.189.9 million and Ps.234.3 million, respectively.
Agency Services. From July 2005 to October 2007, Maximedios Alternativos, S.A. de C.V., or
Maximedios, a Mexican company, was Televisas sales agent for the sale of in-store television
advertising, airplane screen advertising, sponsorship of our soccer teams, as well as pay-TV
advertising sales (which includes Innova, Televisa Networks, and Cablevisión). Televisa, Innova,
Televisa Networks and Cablevisión, respectively paid Maximedios 15% of the revenues from
advertising sales made on their behalf and Televisa paid Maximedios 15% of the revenues from
airplane screen sales and in-store advertising and 5% of the revenues from sponsorships. Alejandro
Quintero Iñiguez, a member of the Board and the Executive Committee of Grupo Televisa, S.A.B. and
our Corporate Vice President of Sales and Marketing jointly with other members of his family, are
majority stockholders and members of the Board of Grupo TV Promo, S.A. de C.V. and Producción y
Creatividad Musical, S.A. de C.V., companies that have a majority interest in Maximedios.
Alejandro Quintero does not currently receive any form of compensation from Maximedios, other
than dividends to which he may be entitled to receive as indirect stockholder. During 2007 and
2008, Televisa and the aforementioned affiliates, paid Maximedios the amount of Ps.49.6 million and
Ps.8.7 million, respectively, as sales commissions. We believe that such amount is comparable to
those paid to third parties for these types of services.
100
Legal and Advisory Services. During 2006, 2007 and 2008, Mijares, Angoitia, Cortés y Fuentes,
S.C., a Mexican law firm, provided us with legal and advisory services, and we expect that this
will continue to be the case in the future. Alfonso de Angoitia Noriega, a partner on leave of
absence from the law firm of Mijares, Angoitia, Cortés y Fuentes, S.C., is one of our directors, a
member of our Executive Committee, an Executive Vice President and was a member of the Related
Party Transactions Committee. Alfonso de Angoitia Noriega does not currently receive any form of compensation from, or
participates in any way in the profits of, Mijares, Angoitia, Cortés y Fuentes, S.C. Ricardo
Maldonado Yáñez, a partner from the law firm of Mijares, Angoitia, Cortés y Fuentes, S.C., serves
also as Secretary of our Board of Directors and Secretary to the Executive Committee of our Board
of Directors. We believe that the fees we paid for these services were comparable to those that we
would have paid another law firm for similar services. See Note 16 to our year-end financial
statements.
Sale of Property. During 2006, 2007 and 2008, Maximiliano Arteaga Carlebach, Vice President of
Operations of Televisa, purchased from Televisa three lots we owned in the residential zone of
Playas del Conchal, in Alvarado, Veracruz, for Ps. 7.5 million in the aggregate.
During 2007, we entered into a purchase agreement with Icon Servicios Administrativos, S. de
R.L. de C.V., or Icon, related to a sale to Icon of a portion of the real estate adjacent to our
principal headquarters in Santa Fe, Mexico City for a purchase price preliminarily estimated to be
approximately U.S.$80.0 million. On October 2008, the real estate related to the sale, was modified
to a portion of the land located in front of our principal headquarters in Santa Fe and the
purchase price changed to U.S.$45.6 million. The transaction is still subject to a number of
conditions. A stockholder of Icon is Mr. Adolfo Fastlicht Kurian, the brother-in-law of Mr. Emilio
Azcárraga Jean, our Chief Executive Officer and Chairman of the Board.
During 2008, Televisa purchased land to be used to create sets for the filming of certain
programs for a purchase price of U.S. $ 22.0 million. The sellers of this land are Ariana Cristina
Azcárraga de Surmont and Carla Laura Magdalena Azcárraga Jean, sisters of Mr. Emilio Azcárraga
Jean, our Chief Executive Officer and Chairman of the Board.
Item 8. Financial Information
See
Financial Statements and pages F-1 through F-63, which are incorporated
herein by reference.
Item 9. The Offer and Listing
Trading History of CPOs and GDSs
Since December 1993, the GDSs have been traded on the NYSE and the CPOs have been traded on
the Mexican Stock Exchange. In September 2007, we removed JPMorgan Chase Bank, N.A. as the
depository for the GDSs and appointed The Bank of New York Mellon pursuant to a new deposit
agreement.
The table below shows, for the periods indicated, the high and low market prices in nominal
Pesos for the CPOs on the Mexican Stock Exchange, giving effect to the March 1, 2000 10-for-1 stock
split in all cases.
|
|
|
|
|
|
|
|
|
|
|
Nominal Pesos per CPO(1) |
|
|
|
High |
|
|
Low |
|
2004 |
|
Ps. |
34.93 |
|
|
Ps. |
22.22 |
|
2005 |
|
Ps. |
44.13 |
|
|
Ps. |
29.20 |
|
2006 |
|
Ps. |
60.88 |
|
|
Ps. |
37.67 |
|
2007 |
|
Ps. |
68.10 |
|
|
Ps. |
48.29 |
|
First Quarter |
|
|
66.68 |
|
|
|
58.99 |
|
Second Quarter |
|
|
68.10 |
|
|
|
57.19 |
|
Third Quarter |
|
|
62.06 |
|
|
|
52.50 |
|
Fourth Quarter |
|
|
57.43 |
|
|
|
48.29 |
|
December |
|
|
54.29 |
|
|
|
51.66 |
|
2008 |
|
|
57.35 |
|
|
|
36.19 |
|
First Quarter |
|
|
52.91 |
|
|
|
44.81 |
|
Second Quarter |
|
|
57.35 |
|
|
|
47.68 |
|
Third Quarter |
|
|
52.76 |
|
|
|
43.29 |
|
Fourth Quarter |
|
|
48.55 |
|
|
|
36.19 |
|
December |
|
|
43.75 |
|
|
|
38.04 |
|
2009
(through June 29, 2009) |
|
|
48.17 |
|
|
|
33.91 |
|
First Quarter |
|
|
44.31 |
|
|
|
33.91 |
|
January |
|
|
44.31 |
|
|
|
39.31 |
|
February |
|
|
40.95 |
|
|
|
35.37 |
|
March |
|
|
40.87 |
|
|
|
33.91 |
|
Second
Quarter (through June 29, 2009) |
|
|
48.17 |
|
|
|
39.39 |
|
April |
|
|
44.35 |
|
|
|
39.39 |
|
May |
|
|
46.95 |
|
|
|
42.76 |
|
June
(through June 29, 2009) |
|
|
48.17 |
|
|
|
43.15 |
|
(1) Source: Mexican Stock Exchange.
101
The table below shows, for the periods indicated, the high and low market prices in U.S.
Dollars for the GDSs on the NYSE, giving effect to the March 22, 2006 1:4 GDS ratio change in all
cases.
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollars per GDS(1) |
|
|
|
High |
|
|
Low |
|
2004 |
|
U.S.$ |
15.6625 |
|
|
U.S.$ |
9.8075 |
|
2005 |
|
U.S.$ |
20.775 |
|
|
U.S.$ |
13.1875 |
|
2006 |
|
U.S.$ |
28.20 |
|
|
U.S.$ |
16.38 |
|
2007 |
|
U.S.$ |
31.14 |
|
|
U.S.$ |
22.04 |
|
First Quarter |
|
|
30.12 |
|
|
|
26.35 |
|
Second Quarter |
|
|
31.14 |
|
|
|
26.35 |
|
Third Quarter |
|
|
28.89 |
|
|
|
23.48 |
|
Fourth Quarter |
|
|
26.59 |
|
|
|
22.04 |
|
December |
|
|
25.47 |
|
|
|
23.72 |
|
2008 |
|
U.S.$ |
27.68 |
|
|
U.S.$ |
13.21 |
|
First Quarter |
|
|
24.77 |
|
|
|
20.85 |
|
Second Quarter |
|
|
27.68 |
|
|
|
23.09 |
|
Third Quarter |
|
|
25.96 |
|
|
|
19.92 |
|
Fourth Quarter |
|
|
22.19 |
|
|
|
13.21 |
|
December |
|
|
16.39 |
|
|
|
14.32 |
|
2009
(through 29, 2009) |
|
|
18.20 |
|
|
|
10.92 |
|
First Quarter |
|
|
16.66 |
|
|
|
10.92 |
|
January |
|
|
16.66 |
|
|
|
13.99 |
|
February |
|
|
14.39 |
|
|
|
11.69 |
|
March |
|
|
14.62 |
|
|
|
10.92 |
|
Second
Quarter (through 29, 2009) |
|
|
18.20 |
|
|
|
14.16 |
|
April |
|
|
17.13 |
|
|
|
14.16 |
|
May |
|
|
17.84 |
|
|
|
15.76 |
|
June
(through 29, 2009) |
|
|
18.20 |
|
|
|
16.11 |
|
(1) Source: NYSE.
Trading prices of the CPOs and the GDSs will be influenced by our results of operations,
financial condition, cash requirements, future prospects and by economic, financial and other
factors and market conditions. See Key Information Risk Factors Risk Factors Related to
Mexico Economic and Political Developments in Mexico May Adversely Affect Our Business. There
can be no assurance that prices of the CPOs and the GDSs will, in future, be within the ranges set
forth above. We believe that as of May 31, 2009, approximately 326,465,783 GDSs were held of record
by 119 persons with U.S. addresses. Before giving effect to the Recapitalization, substantially all
of the outstanding A Shares not held through CPOs were owned by Televicentro and a special purpose
trust created for our Long-Term Retention Plan, as described under Major Stockholders and Related
Party Transactions and Directors, Senior Management and Employees Long-Term Retention Plan.
102
Trading on the Mexican Stock Exchange
Overview
The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico.
Operating continuously since 1907, the Mexican Stock Exchange is organized as a corporation with
variable capital, or sociedad anónima de capital variable. Securities trading on the Mexican Stock
Exchange occurs from 8:30 a.m. to 3:00 p.m., Mexico City time, each business day. Since January
1999, all trading on the Mexican Stock Exchange has been effected electronically. The Mexican Stock
Exchange may impose a number of measures to promote an orderly and transparent trading price of
securities, including the operation of a system of automatic suspension of trading in shares of a
particular issuer when price fluctuation exceeds certain limits. The Mexican Stock Exchange may
also suspend trading in shares of a particular issuer as a result of the disclosure of a material
event, or when the changes in the volume traded or share price are not consistent with either the
historic performance or information publicly available. The Mexican Stock Exchange may resume
trading in the shares when it deems that the material events have been adequately disclosed to
public investors or when it deems that the issuer has adequately explained the reasons for the
changes in the volume traded or prevailing share price. Under current regulations, in certain cases
when the relevant securities are simultaneously traded on a stock exchange outside of Mexico, the
Mexican Stock Exchange may consider the measures adopted by the other stock exchange in order to
suspend and/or resume trading in the issuers shares.
Settlement is effected two business days after a share transaction on the Mexican Stock
Exchange. Deferred settlement, even by mutual agreement, is not permitted without the approval of
the CNBV. Most securities traded on the Mexican Stock Exchange, including the CPOs, are on deposit
with S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V., or Indeval, a privately
owned securities depositary that acts as a clearinghouse, depositary and custodian, as well as a
settlement, transfer and registration agent for Mexican Stock Exchange transactions, eliminating
the need for physical transfer of securities.
Although the Mexican Securities Market Law provides for the existence of an over-the-counter
market, no such market for securities in Mexico has been developed.
Market Regulation and Registration Standards
In 1946, the Comisión Nacional de Valores, or the National Securities Commission, commonly
known as the CNV, was established to regulate stock market activity. In 1995, the CNV and the
Comisión Nacional Bancaria, or the National Banking Commission, were merged to form the CNBV. The
Mexican Securities Market Law, which took effect in 1975, introduced important structural changes
to the Mexican financial system, including the organization of brokerage firms as corporations with
variable capital, or sociedades anónimas de capital variable. The Mexican Securities Market Law
sets standards for authorizing companies to operate as brokerage firms, which authorization is
granted at the discretion of the Ministry of Finance upon the recommendation of the CNBV. In
addition to setting standards for brokerage firms, the Mexican Securities Market Law empowers the
CNBV, among other things, to regulate the public offering and trading of securities and to impose
sanctions for the illegal use of insider information. The CNBV regulates the Mexican securities
market, the Mexican Stock Exchange and brokerage firms through a board of governors composed of
thirteen members, five of which are appointed by the Ministry of Finance.
In June 2001, the Mexican Securities Market Law required issuers to increase the protections
offered to minority stockholders and to impose corporate governance controls on Mexican listed
companies in line with international standards. The Mexican Securities Market Law then in effect
expressly permitted Mexican listed companies, with prior authorization from the CNBV, to include in
their bylaws anti-takeover defenses such as stockholder rights plans, or poison pills. We amended
our bylaws to include certain of these protections at our general extraordinary stockholders
meeting, which was held on April 30, 2002. See Additional Information Bylaws Other
Provisions Appraisal Rights and Other Minority Protections and Additional Information
Bylaws Antitakeover Protections.
To offer securities to the public in Mexico, an issuer must meet specific qualitative and
quantitative requirements, and generally only securities for which an application for registration
in the National Registry of Securities, or NRS, maintained by the CNBV has been approved by the
CNBV may be listed on the Mexican Stock Exchange. This approval does not imply any kind of
certification or assurance related to the merits or the quality of the securities or the solvency
of the issuer.
In March 2003, the CNBV issued general rules, or General CNBV Rules, applicable to issuers and
other securities market participants. The General CNBV Rules, which repealed several previously
enacted rules, or circulares, of the CNBV, now provide a single set of rules governing issuers and
issuer activity, among other things.
The General CNBV Rules have mandated that the Mexican Stock Exchange adopt minimum
requirements for issuers to be registered with the CNBV and have their securities listed on the
Mexican Stock Exchange. To be registered, issuers will be required to have, among other things:
103
|
|
|
a minimum number of years of operating history; |
|
|
|
a minimum financial condition; |
|
|
|
a minimum number of shares or CPOs to be publicly offered to public investors; |
|
|
|
a minimum price for the securities to be offered; |
|
|
|
a minimum of 15% of the capital stock placed among public investors; |
|
|
|
a minimum of 200 holders of shares or of shares represented by CPOs, who are deemed to be
public investors under the General CNBV Rules, upon the completion of the offering; |
|
|
|
the following distribution of the securities offered pursuant to an offering in Mexico:
(i) at least 50% of the total number of securities offered must be placed among investors
who acquire less than 5% of the total number of securities offered; and (ii) no investor may
acquire more than 40% of the total number of securities offered; and |
|
|
|
complied with certain corporate governance requirements. |
To maintain its registration, an issuer will be required to have, among other things:
|
|
|
a minimum financial condition; |
|
|
|
|
minimum operating conditions, including a minimum number of trades; |
|
|
|
|
a minimum trading price of its securities; |
|
|
|
|
a minimum of 12% of the capital stock held by public investors; |
|
|
|
a minimum of 100 holders of shares or of shares represented by CPOs who are deemed to be
public investors under the General CNBV Rules; and |
|
|
|
complied with certain corporate governance requirements. |
The CNBV has the authority to waive some of these requirements in some circumstances. Also,
some of these requirements are applicable for each series of shares of the relevant issuer.
The Mexican Stock Exchange will review annually compliance with the foregoing and other
requirements, some of which may be further reviewed on a quarterly or semi-annual basis. The
Mexican Stock Exchange must inform the CNBV of the results of its review and this information must,
in turn, be disclosed to investors. If an issuer fails to comply with any of the foregoing
requirements, the Mexican Stock Exchange will request that the issuer propose a plan to cure the
violation. If the issuer fails to propose such plan, if the plan is not satisfactory to the Mexican
Stock Exchange or if the issuer does not make substantial progress with respect to the corrective
measures, trading of the relevant series of shares on the Mexican Stock Exchange will be
temporarily suspended until the situation is corrected. In addition, if the issuer fails to propose
the plan or ceases to follow such plan once proposed, the CNBV may suspend or cancel the
registration of the shares. In such event, the issuer must evidence the mechanisms to protect the
rights of public investors and market in general.
Issuers of listed securities are required to file unaudited quarterly financial statements and
audited annual financial statements as well as various periodic reports with the CNBV and the
Mexican Stock Exchange. Pursuant to the General CNBV Rules, the internal regulations of the Mexican
Stock Exchange must be amended to include, among other things, the implementation of the Sistema
Electrónico de Envío y Difusión de Información, or the SEDI, an automated system for the electronic
transfer of the information required to be filed with the Mexican Stock Exchange, which will be
similar to, but will replace, the existing Sistema Electrónico de Comunicación con Emisores de
Valores, or EMISNET. Issuers of listed securities must prepare and disclose their financial
information by a Mexican Stock Exchange-approved system known as the Sistema de Información
Financiera Computarizada, or Computerized Financial Information System, commonly known as the
SIFIC. Immediately upon its receipt, the Mexican Stock Exchange makes that information available to
the public.
104
The General CNBV Rules and the internal regulations of the Mexican Stock Exchange require
issuers of listed securities to file through the SEDI information on the occurrence of material
events affecting the relevant issuer. Material events include, but are not limited to:
|
|
|
the entering into or termination of joint venture agreements or agreements with key
suppliers; |
|
|
|
the creation of new lines of businesses or services; |
|
|
|
significant deviations in expected or projected operating performance; |
|
|
|
the restructuring or payment of significant indebtedness; |
|
|
|
material litigation or labor conflicts; |
|
|
|
changes in dividend policy; |
|
|
|
the commencement of any insolvency, suspension or bankruptcy proceedings; |
|
|
|
changes in the directors; and |
|
|
|
any other event that may have a material adverse effect on the results, financial
condition or operations of the relevant issuer. |
If there is unusual price volatility of the securities listed, the Mexican Stock Exchange must
immediately request that the issuer inform the public as to the causes of such volatility or, if
the issuer is unaware of such causes, make a statement to that effect. In addition, the Mexican
Stock Exchange must immediately request that issuers disclose any information relating to relevant
material events, when it deems the information currently disclosed to be insufficient, as well as
instruct issuers to clarify such information when it deems the information to be confusing. The
Mexican Stock Exchange may request issuers to confirm or deny any material events that have been
disclosed to the public by third parties when it deems that the material event may affect or
influence the securities being traded. The Mexican Stock Exchange must immediately inform the CNBV
of any requests made to issuers. The CNBV may also make any of these requests directly to issuers.
An issuer may delay the disclosure of material events under some circumstances, including where the
information being offered is not related to transactions that have been completed.
The CNBV and the Mexican Stock Exchange may suspend the dealing in securities of an issuer:
|
|
|
if the issuer does not adequately disclose a material event; or |
|
|
|
upon price or volume volatility or changes in the offer or demand in respect of the
relevant securities, which are not consistent with the historic performance of the
securities and could not be explained solely by the information made publicly available
under the General CNBV Rules. |
The Mexican Stock Exchange must immediately inform the CNBV and the general public of any such
suspension. An issuer may request that the CNBV or the Mexican Stock Exchange resume trading,
provided it demonstrates that the causes triggering the suspension have been resolved and that it
is in full compliance with the periodic reporting requirements under the applicable law. If its
request has been granted, the Mexican Stock Exchange will determine the appropriate mechanism to
resume trading in its securities. If trading of an issuer is suspended for more than 20 business
days and the issuer is authorized to resume trading without conducting a public offering, the
issuer must disclose through the SEDI, before trading resumes, a description of the causes that
resulted in the suspension and reasons why it is now authorized to resume trading.
Likewise, if the securities of an issuer are traded on both the Mexican Stock Exchange and a
foreign securities market, that issuer must file with the CNBV and the Mexican Stock Exchange on a
simultaneous basis the information that it is required to file pursuant to the laws and regulations
of the relevant other jurisdiction.
Pursuant to the Mexican Securities Market Law, stockholders of issuers listed on the Mexican
Stock Exchange must disclose any transactions through or outside of the Mexican Stock Exchange that
result in exceeding 10% ownership stake of an issuers capital stock. These stockholders must also
inform the CNBV of the results of these transactions the day after their completion. See
Additional Information Mexican Securities Market Law.
105
Additionally, related parties of an issuer who increase or decrease their ownership stake, in
one or more transactions, by 5% or more, shall disclose such transactions. The Mexican Securities
Market Law also requires stockholders holding 10% or more of the capital stock of companies listed
in the registry to notify the CNBV of any ownership changes in shares of the company. Moreover,
recent amendments to the CNBV regulations for issuers, require issuers to disclose to the CNBV on
an annual basis on or before June 30 of each year: (i) the name and ownership percentage of any
Board members and relevant officers that maintain 1% or more of the capital stock of an issuer,
(ii) the names and ownership percentage of any other individual or entity that maintains 5% or more
of the capital stock of an issuer (regardless of whether such stockholder is an officer or
director) and (iii) the names and ownership percentage of the 10 (ten) stockholders with the
largest direct ownership stake in an issuer (regardless of the ownership percentage or whether such
stockholder is an officer, director, related party or private investor with no relationship to the
issuer). Based on the foregoing, Mexican Securities Regulations require that (i) Board members and
relevant officers that maintain 1% or more of the capital stock of an issuer and (ii) any other
individual or entity that maintains 5% or more of the capital stock of an entity, provide this
information to the relevant issuer on or before May 15 of each year.
106
Item 10. Additional Information
Mexican Securities Market Law
On April 25, 2002, the CNBV issued general rules to regulate public tender offers and the
obligation to disclose share acquisitions above certain thresholds, as well as share acquisitions
of the capital stock of public companies by related parties. Subject to certain exceptions, any
acquisition of shares of a public company which increases the acquirors ownership to 10% or more,
but not more than 30%, of the companys outstanding capital stock must be disclosed to the CNBV and
the Mexican Stock Exchange by no later than the day following the acquisition. Any acquisition of
shares by a related party that increases such partys ownership interest in a public company by 5%
or more of the companys outstanding capital stock must also be disclosed to the CNBV and the
Mexican Stock Exchange by no later than the day following the acquisition. In addition, any
intended acquisition of shares of a public company which increases the potential acquirors
ownership to 30% or more, but not more than 50%, of the companys voting shares requires the
potential acquiror to make a tender offer for the greater of (i) the percentage of the capital
stock intended to be acquired or (ii) 10% of the outstanding capital stock. Finally, any intended
acquisition of shares of a public company which increases the potential acquirors ownership to
more than 50% of the companys voting shares requires the potential acquiror to make a tender offer
for 100% of the outstanding capital stock. Bylaw provisions regarding mandatory tender offers in
the case of these acquisitions may differ from the requirements summarized above, provided that
they are more protective to minority stockholders than those afforded by law. See Bylaws
Antitakeover Protections.
On December 30, 2005, a new Mexican Securities Market Law was enacted and published in the
Official Gazette. The new Securities Market Law became effective on June 28, 2006 and in some cases
allowed an additional period of 180 days (late December 2006) for issuers to incorporate in their
by-laws the new corporate governance and other requirements derived from the new law. The new
Mexican Securities Market Law changed the Mexican securities laws in various material respects. In
particular the new law (i) clarifies the rules for tender offers, dividing them in voluntary and
mandatory, (ii) clarifies standards for disclosure of holdings applicable to stockholders of public
companies, (iii) expands and strengthens the role of the board of directors of public companies,
(iv) determines with precision the standards applicable to the board of directors and the duties of
the board, each director, its secretary, the general director and executive officers (introducing
concepts such as the duty of care, duty of loyalty and safe harbors), (v) replaces the statutory
auditor (comisario) and its duties with the audit committee, the corporate practices committee and
the external auditors, (vi) clearly defines the role of the general director and executive officers
and their responsibilities, (vii) improves rights of minorities, and (vii) improves the definition
of applicable sanctions for violations to the Mexican Securities Market Law, including the payment
of punitive damages and criminal penalties.
The new Mexican Securities Market Law does not substantially modify the reporting obligations
of issuers of equity securities listed in the Mexican Stock Exchange. The new Mexican Securities
Market Law reinforces insider trading restrictions and specifically includes, within such
restrictions, trading in options and derivatives the underlying security of which is issued by such
entity. Among other changes, the new Mexican Securities Market Law provides for a course of action
available to anyone who traded (as a counterparty) with someone in possession of privileged
information to seek the appropriate indemnification.
Pursuant to the new Mexican Securities Market Law:
|
|
|
members of a listed issuers board of directors, |
|
|
|
|
stockholders controlling 10% or more of a listed issuers outstanding share capital, |
|
|
|
|
advisors, |
|
|
|
|
groups controlling 25% or more of a listed issuers outstanding share capital and |
|
|
|
|
other insiders |
must inform the CNBV of any transactions undertaken with securities of a listed issuer.
In addition, under the new Mexican Securities Market Law insiders must abstain from purchasing
or selling securities of the issuer within 90 days from the last sale or purchase, respectively.
107
The new Mexican Securities Market Law has, in some respects, modified the rules governing
tender offers conducted in Mexico. Under the new law, tender offers may be voluntary or mandatory.
All tender offers must be open for at least 20 business days and purchases thereunder are required
to be made pro-rata to all tendering stockholders. Any intended purchase resulting in a 30% or
greater holding requires the tender to be made for the greater of 10% of the companys capital
stock or the share capital intended to be acquired; if the purchase is aimed at obtaining control,
the tender must be made for 100% of the outstanding shares. In calculating the intended purchase
amount, convertible securities, warrants and derivatives the underlying security of which are such
shares must be considered. The new law also permits the payment of certain amounts to controlling
stockholders over and above the offering price if these amounts are fully disclosed, approved by
the board of directors and paid in connection with non-compete or similar obligations. The new law
also introduces exceptions to the mandatory tender offer requirements and specifically provides for
the consequences, to a purchaser, of not complying with these tender offer rules (lack of voting
rights, possible annulment of purchases, etc.) and other rights available to prior stockholders of
the issuer.
The new Mexican Securities Market Law ratifies that public companies may insert provisions in
their by-laws pursuant to which the acquisition of control of the company, by the companys
stockholders or third parties, may be prevented, if such provisions (i) are approved by
stockholders without the negative vote of stockholders representing 5% or more of the outstanding
shares, (ii) do not exclude any stockholder or group of stockholders, and (iii) do not restrict, in
an absolute manner, the change of control.
Bylaws
Set forth below is a brief summary of some significant provisions of our bylaws and Mexican
law. This description does not purport to be complete, and is qualified by reference in its
entirety to our bylaws, which have been filed as an exhibit to this annual report and Mexican law.
For a description of the provisions of our bylaws relating to our Board of Directors, Executive
Committee, and Audit and Corporate Practices Committee, see Directors, Senior Management and
Employees.
Organization and Register
Televisa is a sociedad anónima bursátil, or limited liability stock corporation, organized
under the laws of Mexico in accordance with the Mexican Companies Law. Televisa was incorporated
under Public Deed Number 30,200, dated December 19, 1990, granted before Notary Public Number 73 of
Mexico City, D.F., and registered with the Public Registry of Commerce of Mexico City, under
Commercial Page (folio mercantil) Number 142,164. We have a general corporate purpose, the
specifics of which can be found in Article Four of our bylaws.
We maintain a stock registry, and in accordance with Mexican law, we only recognize those
holders listed in our stock registry as our stockholders. Our stockholders may hold their share in
the form of physical certificates or through book-entries with institutions that have accounts with
Indeval. The CPO Trustee is the holder of record for Shares represented by CPOs. Accounts may be
maintained at Indeval by brokers, banks and other entities approved by the CNBV.
Voting Rights and Stockholders Meetings
Holders of A Shares. Holders of A Shares have the right to vote on all matters subject to
stockholder approval at any general stockholders meeting and have the right, voting as a class, to
appoint eleven members of our Board of Directors and the corresponding alternate directors. In
addition to requiring approval by a majority of all Shares entitled to vote together on a
particular corporate matter, certain corporate matters must be approved by a majority of the
holders of A Shares voting separately. These matters include mergers, dividend payments, spin-offs,
changes in corporate purpose, changes of nationality and amendments to the anti-takeover provisions
of our bylaws.
Holders of B Shares. Holders of B Shares have the right to vote on all matters subject to
stockholder approval at any general stockholders meeting and have the right, voting as a class, to
appoint five members of our Board of Directors and the corresponding alternate directors. The five
directors and corresponding alternate directors elected by the holders of the B Shares will be
elected at a stockholders meeting that must be held within the first four months after the end of
each year.
Holders of D Shares and L Shares. Holders of D Shares, voting as a class, are entitled to vote
at special meetings to elect two of the members of our Board of Directors and the corresponding
alternate directors, each of which must be an independent director. In addition, holders of D
Shares are entitled to vote on the following matters at extraordinary general meetings:
|
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our transformation from one type of company to another; |
108
|
|
|
any merger (even if we are the surviving entity); |
|
|
|
extension of our existence beyond our prescribed duration; |
|
|
|
our dissolution before our prescribed duration (which is currently December); |
|
|
|
a change in our corporate purpose; |
|
|
|
a change in our nationality; and |
|
|
|
the cancellation from registration of the D Shares or the securities which represent the
D Shares with the securities or special section of the NRS and with any other Mexican or
foreign stock exchange in which such shares or securities are registered. |
Holders of L Shares, voting as a class, are entitled to vote at special meetings to elect two
of the members of our Board of Directors and the corresponding alternate directors, each of which
must be an independent director. Holders of L Shares are also entitled to vote at extraordinary
general meetings on the following matters:
|
|
|
our transformation from one type of company to another; |
|
|
|
any merger in which we are not the surviving entity; and |
|
|
|
the cancellation from registration of the L Shares or the securities that represent the L
Shares with the special section of the NRS. |
The two directors and corresponding alternate directors elected by each of the holders of the
D Shares and the L Shares are elected annually at a special meeting of those holders. Special
meetings of holders of D Shares and L Shares must also be held to approve the cancellation from
registration of the D Shares or L Shares or the securities representing any of such shares with the
NRS, as the case may be, and in the case of D Shares, with any other Mexican or foreign stock
exchange in which such shares or securities are registered. All other matters on which holders of L
Shares or D Shares are entitled to vote must be considered at an extraordinary general meeting.
Holders of L Shares and D Shares are not entitled to attend or to address meetings of stockholders
at which they are not entitled to vote. Under Mexican law, holders of L Shares and D Shares are
entitled to exercise certain minority protections. See Other Provisions Appraisal Rights and
Other Minority Protections.
Other Rights of Stockholders. Under Mexican law, holders of shares of any series are also
entitled to vote as a class in a special meeting governed by the same rules that apply to
extraordinary general meetings, as described below, on any action that would prejudice the rights
of holders of shares of such series, but not rights of holders of shares of other series, and a
holder of shares of such series would be entitled to judicial relief against any such action taken
without such a vote. Generally, the determination of whether a particular stockholder action
requires a class vote on these grounds could initially be made by the Board of Directors or other
party calling for stockholder action. In some cases, under the Mexican Securities Market Law and
the Mexican Companies Law, the Board of Directors, the Audit Committee, the Corporate Practices
Committee, or a Mexican court on behalf of those stockholders representing 10% of our capital stock
could call a special meeting. A negative determination would be subject to judicial challenge by an
affected stockholder, and the necessity for a class vote would ultimately be determined by a court.
There are no other procedures for determining whether a particular proposed stockholder action
requires a class vote, and Mexican law does not provide extensive guidance on the criteria to be
applied in making such a determination.
General stockholders meetings may be ordinary general meetings or extraordinary general
meetings. Extraordinary general meetings are those called to consider specific matters specified in
Article 182 of the Mexican Companies Law and our bylaws, including, among others, amendments to our
bylaws, our dissolution, liquidation or split-up, our merger and transformation from one form of
company to another, increases and reductions in our capital stock, the approval of certain
acquisitions of shares, including a change of control, as set forth in the antitakeover provisions
in our bylaws and any action for civil liabilities against the members of our Board of Directors,
its Secretary, or members of our Audit and Corporate Practices Committee. In addition, our bylaws
require an extraordinary general meeting to consider the cancellation of registration of the D
Shares or L Shares or the securities representing these Shares with the NRS, as the case may be,
and in the case of D Shares, with any other Mexican or foreign stock exchange in which such Shares
or securities are registered. General meetings called to consider all other matters are ordinary
meetings which are held at least once each year within four months following the end of each fiscal
year. Stockholders may be represented at any stockholders meeting by completing a form of proxy provided by us, which proxy is available
within fifteen days prior to such meeting, and designating a representative to vote on their
behalf. The form of proxy must comply with certain content requirements as set forth in the Mexican
Securities Market Law and in our bylaws.
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Holders of CPOs. Holders of CPOs who are Mexican nationals or Mexican corporations whose
bylaws exclude foreign ownership of their shares are entitled to exercise voting rights with
respect to the A Shares, B Shares, D Shares and L Shares underlying their CPOs. The CPO Trustee
will vote such shares as directed by Mexican holders of CPOs, which must provide evidence of
Mexican nationality. Non-Mexican holders of CPOs may only vote the L Shares held in the CPO Trust
and are not entitled to exercise any voting rights with respect to the A Shares, B Shares and D
Shares held in the CPO Trust. Voting rights in respect of these A Shares, B Shares and D Shares may
only be exercised by the CPO Trustee. A Shares, B Shares and D Shares underlying the CPOs of
non-Mexican holders or holders that do not give timely instructions as to voting of such Shares,
(a) will be voted at special meetings of A Shares, B Shares or D Shares, as the case may be, as
instructed by the CPO Trusts Technical Committee (which consists of members of the Board of
Directors and/or Executive Committee, who must be Mexican nationals), and (b) will be voted at any
general meeting where such series has the right to vote in the same manner as the majority of the
outstanding A Shares held by Mexican nationals or Mexican corporations (directly, or through the
CPO Trust, as the case may be) are voted at the relevant meeting. L Shares underlying the CPOs of
any holders that do not give timely instructions as to the voting of such Shares will be voted, at
special meetings of L Shares and at general extraordinary meetings where L Shares have voting
rights, as instructed by the Technical Committee of the CPO Trust. The CPO Trustee must receive
voting instructions five business days prior to the stockholders meeting. Holders of CPOs that are
Mexican nationals or Mexican corporations whose bylaws exclude foreign ownership of their Shares
also must provide evidence of nationality, such as a copy of a valid Mexican passport or birth
certificate, for individuals, or a copy of the bylaws, for corporations.
As described in Major Stockholders and Related Party Transactions, A Shares held through the
Azcárraga Trust constitute a majority of the A Shares whose holders are entitled to vote them,
because non-Mexican holders of CPOs and GDSs are not permitted to vote the underlying A Shares.
Accordingly, the vote of A Shares held through the Azcárraga Trust generally will determine how the
A Shares underlying our CPOs are voted.
Holders of GDRs. Global Depositary Receipts, or GDRs evidencing GDSs are issued by The Bank of
New York Mellon, the Depositary, pursuant to the Deposit Agreement we entered into with the
Depositary and all holders from time to time of GDSs. Each GDR evidences a specified number of
GDSs. A GDR may represent any number of GDSs. Only persons in whose names GDRs are registered on
the books of the Depositary will be treated by us and the Depositary as owners and holders of GDRs.
Each GDS represents the right to receive five CPOs which will be credited to the account of Banco
Inbursa, S.A., the Custodian, maintained with Indeval for such purpose. Each CPO represents
financial interests in, and limited voting rights with respect to, 25 A Shares, 22 B Shares, 35 L
Shares and 35 D Shares held pursuant to the CPO Trust.
The Depositary will mail information on stockholders meetings to all holders of GDRs. At
least six business days prior to the relevant stockholders meeting, GDR holders may instruct the
Depositary as to the exercise of the voting rights, if any, pertaining to the CPOs represented by
their GDSs, and the underlying Shares. Since the CPO Trustee must also receive voting instructions
five business days prior to the stockholders meeting, the Depositary may be unable to vote the
CPOs and underlying Shares in accordance with any written instructions. Holders that are Mexican
nationals or Mexican corporations whose bylaws exclude foreign ownership of their Shares are
entitled to exercise voting rights with respect to the A Shares, B Shares, D Shares and L Shares
underlying the CPOs represented by their GDSs. Such Mexican holders also must provide evidence of
nationality, such as a copy of a valid Mexican passport or birth certificate, for individuals, or a
copy of the bylaws, for corporations.
Non-Mexican holders may exercise voting rights only with respect to L Shares underlying the
CPOs represented by their GDSs. They may not direct the CPO Trustee as to how to vote the A Shares,
B Shares or D Shares represented by CPOs or attend stockholders meetings. Under the terms of the
CPO Trust Agreement, the CPO Trustee will vote the A Shares, B Shares, D Shares and L Shares
represented by CPOs held by non-Mexican holders (including holders of GDRs) as described under
Holders of CPOs. If the Depositary does not timely receive instructions from a Mexican or
Non-Mexican holder of GDRs as to the exercise of voting rights relating to the A Shares, B Shares,
D Shares or L Shares underlying the CPOs, as the case may be, in the relevant stockholders meeting
then, if requested in writing by us, the Depositary will give a discretionary proxy to a person
designated by us to vote the Shares. If no such written request is made by us, the Depositary will
not represent or vote, attempt to represent or vote any right that attaches to, or instruct the CPO
Trustee to represent or vote, the Shares underlying the CPOs in the relevant stockholders meeting
and, as a result, the underlying shares will be voted in the same manner described under
Holders of CPOs with respect to shares for which timely instructions as to voting are not given.
If the Depositary does not timely receive instructions from a Mexican or non-Mexican holder of
GDRs as to the exercise of voting rights relating to the underlying CPOs in the relevant CPO
holders meeting, the Depositary and the Custodian will take such actions as are necessary to cause
such CPOs to be counted for purposes of satisfying applicable quorum requirements and, unless we in
our sole discretion have given prior written notice to the Depositary and the Custodian to the
contrary, vote them in the same manner as the majority of the CPOs are voted at the relevant CPOs
holders meeting.
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Under the terms of the CPO Trust, beginning in December 2008, a non-Mexican holder of CPOs or
GDSs may instruct the CPO Trustee to request that we issue and deliver certificates representing
each of the Shares underlying its CPOs so that the CPO Trustee may sell, to a third party entitled
to hold the Shares, all of those Shares and deliver to the holder any proceeds derived from the
sale.
Limitation on Appointment of Directors. Our bylaws prohibit the appointment of individuals to
our Board of Directors: who (i) are members of the board of directors or other management boards of
a company (other than the Company or its subsidiaries) that has one or more concessions to operate
telecommunication networks in Mexico; or (ii) directly or indirectly, are shareholders or partners
of companies (other than the Company or its subsidiaries), that have one or more concessions to
operate telecommunication networks in Mexico, with the exception of ownership stakes that do not
allow such individuals to appoint one or more members of the management board or any other
operation or decision making board.
Dividend Rights
At our annual ordinary general stockholders meeting, our Board of Directors is required to
submit our financial statements from the previous fiscal year to the holders of our A Shares and B
Shares voting together and a majority of the A Shares voting separately. Once our stockholders
approve these financial statements, they must then allocate our net profits for the previous fiscal
year. Under Mexican law, at least 5% of our net profits must be allocated to a legal reserve, until
the amount of this reserve equals 20% of our paid-in capital stock. Thereafter, our stockholders
may allocate our net profits to any special reserve, including a reserve for share repurchases.
After this allocation, the remainder of our net profits will be available for distribution as
dividends. The vote of the majority of the A Shares and B Shares voting together, and a majority of
the A Shares voting separately, is necessary to approve dividend payments. As described below, in
the event that dividends are declared, holders of D Shares will have preferential rights to
dividends as compared to holders of A Shares, B Shares and L Shares. Holders of A Shares, B Shares
and L Shares have the same financial or economic rights, including the participation in any of our
profits.
Preferential Rights of D Shares
Holders of D Shares are entitled to receive a cumulative fixed preferred annual dividend in
the amount of Ps. 0.00034177575 per D Share before any dividends are payable in respect of A
Shares, B Shares and L Shares. If we pay any dividends in addition to the D Share fixed preferred
dividend, then such dividends shall be allocated as follows:
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first, to the payment of dividends with respect to the A Shares, the B Shares and the L
Shares, in an equal amount per share, up to the amount of the D Share fixed preferred
dividend; and |
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second, to the payment of dividends with respect to the A Shares, B Shares, D Shares and
L Shares, such that the dividend per share is equal. |
Upon any dissolution or liquidation of our company, holders of D Shares are entitled to a
liquidation preference equal to:
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accrued but unpaid dividends in respect of their D Shares; plus |
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the theoretical value of their D Shares as set forth in our bylaws. See Other
Provisions Dissolution or Liquidation. |
Limitation on Capital Increases
Our bylaws provide that, in the event shares of a given series are issued as a result of a
capital increase (in respect of a cash capital contribution), each holder of shares of that series
will have a preferential right to subscribe to new shares of that series, in proportion to the
number of such holders existing Shares of that series. In addition, primary issuances of A Shares,
B Shares, D Shares and L Shares in the form of CPOs may be limited under the Mexican Securities
Market Law. As a result of grandfathering provisions, our existing CPO structure will not be
affected by the amendments to the law. However, in the case of primary issuances of additional A
Shares, B Shares, L Shares and D Shares in the form of CPOs, any new L Shares and D Shares may be
required to be converted into A Shares or other voting stock within a term specified by the CNBV,
which in no event shall exceed five years. Moreover, under the Mexican Securities Market Law, the
aggregate amount of shares of an issuer with limited or non-voting rights may not exceed 25% of the total shares held by public investors. The vote of the holders of a majority of the A
Shares is necessary to approve capital increases.
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Preemptive Rights
In the event of a capital increase, a holder of existing shares of a given series has a
preferential right to subscribe to a sufficient number of shares of the same series in order to
maintain the holders existing proportionate holdings of shares of that series. Stockholders must
exercise their preemptive rights within the time period fixed by our stockholders at the meeting
approving the issuance of additional shares. This period must continue for at least fifteen days
following the publication of notice of the issuance in the Diario Oficial de la Federación and in a
newspaper of general circulation in Mexico City. Under Mexican law, stockholders cannot waive their
preemptive rights in advance or be represented by an instrument that is negotiable separately from
the corresponding share.
U.S. holders of GDSs may exercise preemptive rights only if we register any newly issued
shares under the Securities Act, as amended, or qualify for an exemption from registration.
We intend to evaluate at the time of any offering of preemptive rights the costs and potential
liabilities associated with registering additional shares. In addition, if our stockholders
meeting approves the issuance of shares of a particular series, holders of shares of other series
may be offered shares of that particular series.
Limitations on Share Ownership
Ownership by non-Mexicans of shares of Mexican enterprises is regulated by the Foreign
Investment Law and the accompanying Foreign Investment Law Regulations. The Economics Ministry and
the Foreign Investment Commission are responsible for the administration of the Foreign Investment
Law and the Foreign Investment Law Regulations. The Foreign Investment Law reserves certain
economic activities exclusively for the Mexican State, certain other activities exclusively for
Mexican individuals or Mexican corporations and limits the participation of non-Mexican investors
to certain percentages in regard to other enterprises engaged in activities specified therein.
Foreign investors may freely participate in up to 100% of the capital stock of Mexican companies or
entities except for those existing companies engaged in specific activities, as described below and
those with assets exceeding specified amounts established annually by the Foreign Investment
Commission, in which case an approval from the Foreign Investment Commission will be necessary in
order for foreign investment to exceed 49% of the capital stock. The Foreign Investment Law
reserves certain economic activities exclusively for the Mexican state and reserves certain other
activities (including television and radio broadcasting) exclusively for Mexican nationals,
consisting of Mexican individuals and Mexican corporations the charters of which contain a
prohibition on ownership by non-Mexicans of the corporations capital stock (a foreign exclusion
clause). However, the Foreign Investment Law grants broad authority to the Foreign Investment
Commission to allow foreign investors to own specified interests in the capital of certain Mexican
enterprises. In particular, the Foreign Investment Law provides that certain investments, which
comply with certain conditions, are considered neutral investments and are not included in the
calculation of the foreign investment percentage for the relevant Mexican entity.
In order to comply with these restrictions, we have limited the ownership of our A Shares and
B Shares to Mexican individuals, Mexican companies the charters of which contain a foreign
exclusion clause, credit institutions acting as trustees (such as the CPO Trustee) in accordance
with the Foreign Investment Law and the Foreign Investment Law Regulations, and trusts or stock
purchase, investment and retirement plans for Mexican employees. The criteria for an investor to
qualify as Mexican under our bylaws are stricter than those generally applicable under the Foreign
Investment Law and Foreign Investment Law Regulations. A holder that acquires A Shares or B Shares
in violation of the restrictions on non-Mexican ownership will have none of the rights of a
stockholder with respect to those A Shares or B Shares and could also be subject to monetary
sanctions. The D Shares are subject to the same restrictions on ownership as the A Shares and B
Shares. However, the foregoing limitations do not affect the ability of non-Mexican investors to
hold A Shares, B Shares, D Shares and L Shares through CPOs, or L Shares directly, because such
instruments constitute a neutral investment and do not affect control of the issuing company,
pursuant to the exceptions contained in the Foreign Investment Law. The sum of the total
outstanding number of A Shares and B Shares is required to exceed at all times the sum of the total
outstanding L Shares and D Shares.
The Foreign Investment Law and Foreign Investment Law Regulations also require that we and the
CPO Trust register with the National Registry of Foreign Investments. In addition to the
limitations established by the Foreign Investment Law, the Radio and Television Law
provides restrictions on ownership by non-Mexicans of shares of Mexican enterprises holding
concessions for radio and television such as those held indirectly by us. Non-Mexican states and
governments are prohibited under our bylaws and the Radio and Television Law from
owning Shares of Televisa and are, therefore, prohibited from being the beneficial or record owners
of the A Shares, B Shares, D Shares, L Shares, CPOs and GDSs. We have been advised by our Mexican
counsel, Mijares, Angoitia, Cortés y Fuentes, S.C., that ownership of the A Shares, B Shares, D
Shares, L Shares, CPOs and GDSs by pension or retirement funds organized for the benefit of
employees of non-Mexican state, municipal or other governmental agencies will not be considered as ownership by non-Mexican states or governments for the purpose of
our bylaws or the Radio and Television Law.
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We may restrict transfers or, to the extent permitted under applicable law, cause the
mandatory sale or disposition of CPOs and GDRs where such transfer or ownership, as the case may
be, might result in ownership of CPOs or GDRs exceeding the limits under applicable law or our
bylaws, the CPO Trust Agreement or the CPO Deed. Non-Mexican states and governments are prohibited
under our bylaws and Radio and Television Law from owning our Shares and are, therefore, prohibited
from being beneficial or record owners of GDRs.
Other Provisions
Forfeiture of Shares. As required by Mexican law, our bylaws provide that for L Shares and
CPOs, our non-Mexican stockholders formally agree with the Foreign Affairs Ministry:
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to be considered as Mexicans with respect to the L Shares and CPOs that they acquire or
hold, as well as to the property, rights, concessions, participations or interests owned by
us or to the rights and obligations derived from any agreements we have with the Mexican
government; and |
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not to invoke the protection of their own governments with respect to their ownership of
L Shares and CPOs. |
Failure to comply is subject to a penalty of forfeiture of such a stockholders capital
interests in favor of Mexico. In the opinion of Mijares, Angoitia, Cortés y Fuentes, S.C., our
Mexican counsel, under this provision a non-Mexican stockholder is deemed to have agreed not to
invoke the protection of its own government by asking such government to interpose a diplomatic
claim against the Mexican government with respect to the stockholders rights as a stockholder, but
is not deemed to have waived any other rights it may have, including any rights under the U.S.
securities laws, with respect to its investment in Televisa. If the stockholder should invoke
governmental protection in violation of this agreement, its shares could be forfeited to the
Mexican government.
Exclusive Jurisdiction. Our bylaws provide that legal action relating to the execution,
interpretation or performance of the bylaws shall be brought only in federal courts located in
Mexico City.
Duration. Our corporate existence under our bylaws continues until 2105.
Dissolution or Liquidation. Upon any dissolution or liquidation of our company, our
stockholders will appoint one or more liquidators at an extraordinary general stockholders meeting
to wind up our affairs. The approval of holders of the majority of the A Shares is necessary to
appoint or remove any liquidator. Upon a dissolution or liquidation, holders of D Shares will be
entitled to both accrued but unpaid dividends in respect of their D Shares, plus the theoretical
value of their D Shares (as set forth in our bylaws). The theoretical value of our D Shares is Ps.
0.00683551495 per share. Thereafter, a payment per share will be made to each of the holders of A
Shares, B Shares and L Shares equivalent to the payment received by each of the holders of D
Shares. The remainder will be distributed equally among all stockholders in proportion to their
number of Shares and amount paid.
Redemption. Our bylaws provide that we may redeem our Shares with distributable profits
without reducing our capital stock by way of a stockholder resolution at an extraordinary
stockholders meeting. In accordance with Mexican law and our bylaws:
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any redemption shall be made on a pro-rata basis among all of our stockholders; |
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to the extent that a redemption is effected through a public tender offer on the Mexican
Stock Exchange, the stockholders resolution approving the redemption may empower our Board
to specify the number of shares to be redeemed and appoint the related intermediary or
purchase agent; and |
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any redeemed shares must be cancelled. |
Share Repurchases. As required by Mexican law, our bylaws provide that we may repurchase our
Shares on the Mexican Stock Exchange at then prevailing market prices. The amount of capital stock
allocated to share repurchases and the amount of the corresponding reserve created for this purpose
is determined annually by our stockholders at a ordinary general stockholders meeting. The
aggregate amount of resources allocated to share repurchases in any given year cannot exceed the
total amount of our net profits in any given year, including retained earnings. Share repurchases
must be charged to either our net worth if the repurchased Shares remain in our possession or our capital stock if the repurchased Shares are converted into
treasury shares, in which case our capital stock is reduced automatically in an amount equal to the
theoretical value of any repurchased Shares, if any. Any surplus is charged to the reserve for
share repurchases. If the purchase price of the Shares is less than the theoretical value of the
repurchased Shares, our capital stock account will be affected by an amount equal to the
theoretical value of the repurchased Shares. Under Mexican law, we are not required to create a
special reserve for the repurchase of shares, nor do we need the approval of our Board to effect
share repurchases. In addition, any repurchased Shares cannot be represented at any stockholders
meeting.
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Conflicts of Interest. Under Mexican Law, any stockholder that votes on a transaction in which
his, her or its interests conflict with our interests may be liable for damages, but only if the
transaction would not have been approved without his, her or its vote. In addition, any member of
the Board of Directors that votes on a transaction in which his, her or its interests conflict,
with our interests may be liable for damages. The Securities Market Law also imposes a duty of care
and a duty of loyalty on directors as has been described in Item 6. In addition, pursuant to the
Mexican Securities Market Law, the Board of Directors, with input from the Audit and Corporate
Practices Committee, must review and approve transactions and arrangements with related parties.
See Directors, Senior Management and Employees Our Board of Directors Meetings; Actions
Requiring Board Approval.
Appraisal Rights and Other Minority Protections. Whenever our stockholders approve a change in
our corporate purpose or jurisdiction of organization or our transformation from one type of
company to another, any stockholder entitled to vote that did not vote in favor of these matters
has the right to receive payment for its A Shares, B Shares, D Shares or L Shares in an amount
calculated in accordance with Mexican law. However, stockholders must exercise their appraisal
rights within fifteen days after the stockholders meeting at which the matter was approved.
Because the holders of L Shares and D Shares may only vote in limited circumstances, appraisal
rights are generally not available to them. See Voting Rights and Stockholders Meetings.
Because the CPO Trustee must vote at a general stockholders meeting, the A Shares, B Shares
and D Shares held by non-Mexicans in the CPO Trust in the same manner as the majority of the A
Shares held by Mexican nationals (directly, or through the CPO Trust, as the case may be), the A
Shares, B Shares and D Shares underlying CPOs held by non-Mexicans will not be voted against any
change that triggers the appraisal rights of the holders of these Shares. Therefore, these
appraisal rights will not be available to holders of CPOs (or GDRs) with respect to A Shares, B
Shares or D Shares. The CPO Trustee will exercise such other corporate rights at special
stockholders meetings with respect to the underlying A Shares, B Shares and D Shares as may be
directed by the Technical Committee of the CPO trust.
The Mexican Securities Market Law and our bylaws include provisions that permit:
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holders of at least 10% of our outstanding capital stock to request our Chairman of the
Board or of the Audit and Corporate Practices Committee to call a stockholders meeting in
which they are entitled to vote; |
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subject to the satisfaction of certain requirements under Mexican law, holders of at
least 5% of our outstanding capital stock to bring an action for civil liabilities against
our directors; |
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holders of at least 10% of our Shares that are entitled to vote and are represented at a
stockholders meeting to request postponement of resolutions with respect to any matter on
which they were not sufficiently informed; and |
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subject to the satisfaction of certain requirements under Mexican law, holders of at
least 20% of our outstanding capital stock to contest and suspend any stockholder
resolution. |
See Key Information Risk Factors Risk Factors Related to Our Securities The
Protections Afforded to Minority Stockholders in Mexico Are Different From Those in the U.S. In
addition, in accordance with the Mexican Securities Market Law, we are also subject to certain
corporate governance requirements, including the requirement to maintain an audit committee, a
corporate practices committee, and to elect independent directors. The protections afforded to
minority stockholders under Mexican law are generally different from those in the U.S. and many
other jurisdictions. Substantive Mexican law concerning fiduciary duties of directors has not been
the subject of extensive judicial interpretation in Mexico, unlike many states in the U.S. where
duties of care and loyalty elaborated by judicial decisions help to shape the rights of minority
stockholders. Mexican civil procedure does not contemplate class actions or stockholder derivative
actions, which permit stockholders in U.S. courts to bring actions on behalf of other stockholders
or to enforce rights of the corporation itself. Stockholders in Mexico also cannot challenge
corporate actions taken at stockholders meetings unless they meet stringent procedural
requirements. See Voting Rights and Stockholders Meetings. As a result of these factors, it
is generally more difficult for our minority stockholders to enforce rights against us or our
directors or Major Stockholders than it is for stockholders of a corporation established under the
laws of a state of the U.S. In addition, under U.S. securities laws, as a foreign private issuer we
are exempt from certain rules that apply to domestic U.S. issuers with equity securities registered
under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including the proxy
solicitation rules. We are also exempt from many of the corporate governance requirements of the
New York Stock Exchange.
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Antitakeover Protections
General. Our bylaws provide that, subject to certain exceptions, (i) any person, entity or
group of persons and/or entities that wishes to acquire beneficial ownership of common Shares (as
defined below) which, when coupled with common Shares previously beneficially owned by such persons
or their affiliates, represent 10% or more of our outstanding common Shares, (ii) any competitor or
group of competitors that wishes to acquire beneficial ownership of Shares which, when coupled with
Shares previously beneficially owned by such competitor, group of competitors or their affiliates,
represent 5% or more of our outstanding capital stock, (iii) any person, entity or group of persons
and/or entities that wishes to acquire beneficial ownership of Shares representing 10% or more of
our outstanding Shares, and (iv) any competitor or group of competitors that wishes to acquire
beneficial ownership of Shares representing 5% or more of our capital stock, must obtain the prior
approval of our Board of Directors and/or of our stockholders, as the case may be, subject to
certain exceptions summarized below. Holders that acquire Shares in violation of these requirements
will not be considered the beneficial owners of such Shares under our bylaws and will not be
registered in our stock registry. Accordingly, these holders will not be able to vote such Shares
or receive any dividends, distributions or other rights in respect of these Shares. In addition,
pursuant to our bylaws, these holders will be obligated to pay us a penalty in an amount equal to
the market value of the Shares so acquired. Pursuant to our bylaws, Shares are defined as the
shares (of any class or series) representing our capital stock, and any instruments or securities
that represent such shares or that grant any right with respect to or are convertible into those
shares, expressly including CPOs.
Pursuant to our bylaws, a competitor is generally defined as any person or entity who,
directly or indirectly, is engaged in any of the following businesses or activities: television
production and broadcasting, pay television production, program licensing, direct-to-home satellite
services, publishing (newspaper and/or magazine), publishing distribution, music recording, cable
television, the transmission of programming and/or other content by any other means known or to be
known, radio broadcasting and production, the promotion of professional sports and other
entertainment events, paging services, production, feature film/motion picture production and
distribution, dubbing and/or the operation of an Internet portal. A competitor is also defined to
include any person, entity and/or group that is engaged in any type of business or activity in
which we may be engaged from time to time and from which we derive 5% or more of our consolidated
income.
Board Notices, Meetings, Quorum Requirements and Approvals. To obtain the prior approval of
our Board, a potential acquiror must properly deliver a written notice that states, among other
things: (i) the number and class/type of our Shares it beneficially owns, (ii) the percentage of
Shares it beneficially owns with respect to both our outstanding capital stock and the respective
class/type of our Shares, (iii) the number and class/type of Shares it intends to acquire, (iv) the
number and class/type of Shares it intends to grant or share a common interest or right, (v) its
identity, or in the case of an acquiror which is a corporation, trust or legal entity, its
stockholders or beneficiaries as well as the identity and nationality of each person effectively
controlling such corporation, trust or legal entity, (vi) its ability to acquire our Shares in
accordance with our bylaws and Mexican law, (vii) its source of financing the intended acquisition,
(viii) if it has obtained any financing from one of its related parties for the payment of the
Shares, (ix) the purpose of the intended acquisition, (x) if it intends to acquire additional
common Shares in the future, which coupled with the current intended acquisition of common Shares
and the common Shares previously beneficially owned by the potential acquiror, would result in
ownership of 20% or more of our common Shares, (xi) if it intends to acquire control of us in the
future, (xii) if the acquiror is our competitor or if it has any direct or indirect economic
interest in or family relationship with one of our competitors and (xiii) the identity of the
financial institution, if any, that will act as the underwriter or broker in connection with any
tender offer.
Either the Chairman, the Secretary or the Alternate Secretary of our Board of Directors must
call a Board meeting within 10 calendar days following the receipt of the written notice and the
Board meeting must be held within 45 calendar days following the call. Action by written consent is
not permitted. With the exception of acquisitions that must be approved by the general
extraordinary stockholders meeting as described below in Stockholder Notices, Meetings, Quorum
Requirements and Approvals, in order to proceed with any acquisition of Shares that require Board
authorization as set forth in our bylaws, such acquisition must be approved by at least the
majority of the members of our Board present at a meeting at which at least 75% of the members of
our Board are present. Such acquisitions must be acted upon by our Board within 60 calendar days
following the receipt of the written notice described above, unless the Board determines that it
does not have sufficient information upon which to base its decision. In such case, the Board shall
deliver a written request to the potential acquiror for any additional information that it deems
necessary to make its determination. The 60 calendar days referred to above will commence following
the receipt of the additional information from the potential acquiror to render its decision.
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Stockholder Notices, Meetings, Quorum Requirements and Approvals. In the event (i) of a
proposed acquisition of Shares that would result in a change of control, (ii) that our Board
cannot hold a Board meeting for any reason, (iii) of a proposed acquisition by a competitor and having certain characteristics, or (iv) that the Board determines that the
proposed acquisition must be approved by our stockholders at a general extraordinary stockholders
meeting, among others, then the proposed acquisition must be approved by the holders of at least
75% of our outstanding common Shares at a general extraordinary stockholders meeting (both in the
case of first and subsequent calls) at which the holders of at least 85% of our outstanding common
Shares are present. In addition, any proposed merger, spin-off, or capital increase or decrease
which results in a change of control must also be approved by the holders of at least 75% of our
outstanding common Shares at a general extraordinary stockholders meeting (both in the case of
first and subsequent calls) at which the holders of at least 85% of our outstanding common Shares
are present. Pursuant to our bylaws, a change of control is defined as the occurrence of any of
the following: (i) the acquisition or transfer of ownership of a majority of our outstanding common
Shares, (ii) the ability of a person, entity or group, other than the person who currently has the
ability to, directly or indirectly, elect a majority of the members of our Board of Directors, to
elect a majority of the members of our Board of Directors or (iii) the ability of a person, entity
or group, other than the person who currently has the ability to, directly or indirectly, determine
our administrative decisions or policies, to determine our administrative decisions or policies. In
the event that the general extraordinary stockholders meeting must approve the proposed
acquisition, either the Chairman, the Secretary or the Alternate Secretary of our Board of
Directors must publish a call for a general extraordinary stockholders meeting in the Official
Gazette of the Federation and two other newspapers of general circulation in Mexico City at least
30 calendar days prior to such meeting (both in the case of first and subsequent calls). Once the
call for the general extraordinary stockholders meeting has been published, all information
related to the agenda for the meeting must be available for review by the holders of common Shares
at the offices of our Secretary.
Mandatory Tender Offers in the Case of Certain Acquisitions. If either our Board of Directors
or our stockholders at a general extraordinary stockholders meeting, as the case may be, authorize
an acquisition of common Shares which increases the acquirors ownership to 20% or more, but not
more than 50%, of our outstanding common Shares, without such acquisition resulting in a change of
control, then the acquiror must effect its acquisition by way of a cash tender offer for a
specified number of Shares equal to the greater of (x) the percentage of common Shares intended to
be acquired or (y) 10% of our outstanding capital stock. In the event that our stockholders approve
an acquisition that would result in a change of control, the acquiror must effect its acquisition
by way of a cash tender offer for 100% of our total outstanding capital stock at a price which
cannot be lower than the highest of the following: (i) the book value of the common Shares and CPOs
as reported on the last quarterly income statement approved by the Board of Directors, (ii) the
highest closing price of the common Shares, on any stock exchange during any of the three
hundred-sixty-five (365) days preceding the date of the stockholders resolution approving the
acquisition; or (iii) the highest price paid for any Shares, at any time by the acquiror. All
tender offers must be made in Mexico and the U.S. within 60 days following the date on which the
acquisition was approved by our Board of Directors or stockholders meeting, as the case may be.
All holders must be paid the same price for their common Shares. The provisions of our bylaws
summarized above regarding mandatory tender offers in the case of certain acquisitions are
generally more stringent than those provided for under the Mexican Securities Market Law. In
accordance with the Mexican Securities Market Law, bylaw provisions regarding mandatory tender
offers in the case of certain acquisitions may differ from the requirements set forth in such law,
provided that those provisions are more protective to minority stockholders than those afforded by
law. In these cases, the relevant bylaw provisions, and not the relevant provisions of the Mexican
Securities Market Law, will apply to certain acquisitions specified therein.
Exceptions. The provisions of our bylaws summarized above will not apply to (i) transfers of
common Shares and/or CPOs by operation of the laws of inheritance, (ii) acquisitions of common
Shares and/or CPOs by any person who, directly or indirectly, is entitled to appoint the greatest
number of members to our Board of Directors, as well as by (A) entities controlled by such person,
(B) affiliates of such person, (C) the estate of such person, (D) certain family members of such
person, and (E) such person, when such person acquires any common Shares and/or CPOs from any
entity, affiliate, person or family member referred to in (A), (B) and (D) above, and (iii)
acquisitions or transfers of common Shares and/or CPOs by us, our subsidiaries or affiliates, or
any trust created by us or any of our subsidiaries.
Amendments to the Antitakeover Provisions. Any amendments to these antitakeover provisions
must be authorized by the CNBV and registered before the Public Registry of Commerce at our
corporate domicile.
Enforceability of Civil Liabilities
We are organized under the laws of Mexico. Substantially all of our directors, executive
officers and controlling persons reside outside of the U.S., all or a significant portion of the
assets of our directors, executive officers and controlling persons, and substantially all of our
assets, are located outside of the U.S. and some of the experts named in this annual report also
reside outside of the U.S. As a result, it may not be possible for you to effect service of process
within the U.S. upon these persons or to enforce against them or us in U.S. courts judgments
predicated upon the civil liability provisions of the federal securities laws of the U.S. We have been advised by our Mexican counsel, Mijares, Angoitia, Cortés y Fuentes, S.C., that there is
doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated
solely on U.S. federal securities laws and