kr6kfinan_grupo.htm
 
 
 
 
 

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

FORM 6-K
 
REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of November, 2012
 
GRUPO TELEVISA, S.A.B.

(Translation of registrant’s name into English)
 
 
Av. Vasco de Quiroga No. 2000, Colonia Santa Fe 01210 Mexico, D.F.
(Address of principal executive offices)
 
 
(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)
 
Form 20-F
x
Form 40-F
   
 
 
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
 
Yes
 
No
 
x
 
 
(If “Yes” is marked indicate below the file number assigned to the registrant in connection with Rule 12g-3-2(b): 82.)
 
          
 
 
 
 

 
 
MEXICAN STOCK EXCHANGE

STOCK EXCHANGE CODE: TLEVISA
QUARTER:     03
YEAR:   2012
GRUPO TELEVISA, S.A.B.
 
 
 
STATEMENT OF FINANCIAL POSITION
AS OF SEPTEMBER 30, 2012, DECEMBER 31, 2011 AND JANUARY 1, 2011
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
END OF PREVIOUS YEAR
START PREVIOUS YEAR
AMOUNT
AMOUNT
AMOUNT
10000000
TOTAL ASSETS
147,369,975
153,969,291
136,423,032
11000000
CURRENT ASSETS
42,886,751
50,659,758
59,775,967
11010000
CASH AND AVAILABLE INVESTMENTS
16,693,194
16,275,924
20,942,531
11020000
SHORT-TERM INVESTMENTS
4,892,184
5,422,563
10,446,840
11020010
 
FINANCIAL INSTRUMENTS AVAILABLE FOR SALE
0
0
0
11020020
 
FINANCIAL INSTRUMENTS FOR NEGOTIATION
0
0
0
11020030
 
FINANCIAL INSTRUMENTS HELD TO MATURITY
4,892,184
5,422,563
10,446,840
11030000
CUSTOMER (NET)
9,933,108
19,243,712
17,701,125
11030010
 
CUSTOMER
12,086,558
21,025,382
19,279,862
11030020
 
ALLOWANCE FOR DOUBTFUL ACCOUNTS
-2,153,450
-1,781,670
-1,578,737
11040000
OTHER ACCOUNTS RECEIVABLE (NET)
3,427,440
2,908,866
4,308,780
11040010
 
OTHER ACCOUNTS RECEIVABLE
3,911,262
3,430,938
4,756,480
11040020
 
ALLOWANCE FOR DOUBTFUL ACCOUNTS
-483,822
-522,072
-447,700
11050000
INVENTORIES
1,627,083
1,383,822
1,254,536
11051000
BIOLOGICAL ASSETS CURRENT
0
0
0
11060000
OTHER CURRENT ASSETS
6,313,742
5,424,871
5,122,155
11060010
 
ADVANCE PAYMENTS
1,234,016
810,942
619,328
11060020
 
DERIVATIVE FINANCIAL INSTRUMENTS
3,372
99,737
0
11060030
 
ASSETS AVAILABLE FOR SALE
0
0
0
11060040
 
DISCONTINUED OPERATIONS
0
0
0
11060050
 
RIGHTS AND LICENSING
0
0
0
11060060
 
OTHER
5,076,354
4,514,192
4,502,827
12000000
NON-CURRENT ASSETS
104,483,224
103,309,533
76,647,065
12010000
ACCOUNTS RECEIVABLE (NET)
334,775
253,795
67,763
12020000
INVESTMENTS
42,372,224
44,020,505
21,757,818
12020010
 
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
21,971,915
3,431,630
3,230,328
12020020
 
HELD-TO-MATURITY DEBT SECURITIES
516,459
543,581
935,494
12020030
 
OTHER AVAILABLE- FOR- SALE INVESTMENTS
2,680,286
2,812,200
2,922,625
12020040
 
OTHER
17,203,564
37,233,094
14,669,371
12030000
PROPERTY, PLANT AND EQUIPMENT (NET)
42,084,146
40,874,886
37,632,378
12030010
 
BUILDINGS
15,191,104
15,640,610
15,367,086
12030020
 
MACHINERY AND INDUSTRIAL EQUIPMENT
56,561,190
55,880,030
48,724,302
12030030
 
OTHER EQUIPMENT
6,920,188
7,473,001
7,012,452
12030040
 
ACCUMULATED DEPRECIATION
-41,214,328
-41,735,471
-36,331,744
12030050
 
CONSTRUCTION IN PROGRESS
4,625,992
3,616,716
2,860,282
12040000
INVESTMENT PROPERTIES
0
0
0
12050000
NON-CURRENT BIOLOGICAL ASSETS
0
0
0
12060000
INTANGIBLE ASSETS (NET)
10,166,385
10,673,931
11,170,036
12060010
 
GOODWILL
2,571,632
2,571,942
2,677,551
12060020
 
TRADEMARKS
1,759,339
1,749,765
1,749,493
12060030
 
RIGHTS AND LICENSING
610,208
752,899
784,266
12060031
 
CONCESSIONS
3,649,177
3,650,964
3,507,170
12060040
 
OTHER
1,576,029
1,948,361
2,451,556
12070000
DEFERRED TAX ASSETS
1,374,521
451,885
0
12080000
OTHER NON-CURRENT ASSETS
8,151,173
7,034,531
6,019,070
12080001
 
ADVANCE PAYMENTS
0
0
0
12080010
 
DERIVATIVE FINANCIAL INSTRUMENTS
5,037
45,272
189,400
12080020
 
EMPLOYEE BENEFITS
73,996
105,090
170,585
12080021
 
ASSETS AVAILABLE FOR SALE
0
0
0
12080030
 
DISCONTINUED OPERATIONS
0
0
0
12080040
 
DEFERRED ASSETS (NET)
0
0
0
12080050
 
OTHER
8,072,140
6,884,169
5,659,085
20000000
TOTAL LIABILITIES
81,980,611
94,879,916
83,129,486
21000000
CURRENT LIABILITIES
25,110,576
36,001,984
33,308,410
21010000
BANK LOANS
175,610
1,019,872
429,424
21020000
STOCK MARKET LOANS
0
0
889,066
21030000
OTHER LIABILITIES WITH COST
344,402
531,891
430,137
21040000
SUPPLIERS
8,248,912
7,687,518
7,472,253
21050000
TAXES PAYABLE
1,272,473
1,388,242
1,443,887
21050010
 
INCOME TAXES PAYABLE
702,548
822,947
973,498
21050020
 
OTHER TAXES PAYABLE
569,925
565,295
470,389
21060000
OTHER CURRENT LIABILITIES
15,069,179
25,374,461
22,643,643
21060010
 
INTEREST PAYABLE
785,001
792,645
750,743
21060020
 
DERIVATIVE FINANCIAL INSTRUMENTS
3,319
0
74,329
21060030
 
DEFERRED INCOME
10,143,166
20,926,324
18,587,871
21060050
 
EMPLOYEE BENEFITS
523,508
252,492
199,638
21060060
 
PROVISIONS
635,126
0
0
21060061
 
LIABILITIES RELATED TO CURRENT AVAILABLE FOR SALE ASSETS
0
0
0
21060070
 
DISCONTINUED OPERATIONS
0
0
0
21060080
 
OTHER
2,979,059
3,403,000
3,031,062
22000000
NON-CURRENT LIABILITIES
56,870,035
58,877,932
49,821,076
22010000
BANK LOANS
13,229,662
13,182,895
7,280,460
22020000
STOCK MARKET LOANS
39,458,721
41,612,019
38,299,213
22030000
OTHER LIABILITIES WITH COST
83,602
201,844
349,674
22040000
DEFERRED TAX LIABILITIES
0
0
195,927
22050000
OTHER CURRENT-NON LIABILITIES
4,098,050
3,881,174
3,695,802
22050010
 
DERIVATIVE FINANCIAL INSTRUMENTS
383,220
310,604
103,528
22050020
 
DEFERRED INCOME
679,795
460,000
495,508
22050040
 
EMPLOYEE BENEFITS
0
0
0
22050050
 
PROVISIONS
64,552
0
0
22050051
 
LIABILITIES RELATED TO NON-CURRENT AVAILABLE FOR SALE ASSETS
0
0
0
22050060
 
DISCONTINUED OPERATIONS
0
0
0
22050070
 
OTHER
2,970,483
3,110,570
3,096,766
30000000
STOCKHOLDERS' EQUITY
65,389,364
59,089,375
53,293,546
30010000
CONTROLLING INTEREST
57,226,079
51,775,184
44,664,815
30030000
SOCIAL CAPITAL
4,978,126
5,040,808
4,883,782
30040000
SHARES REPURCHASED
-13,303,444
-15,971,710
-6,156,625
30050000
PREMIUM ON ISSUANCE OF SHARES
15,889,819
15,889,819
3,844,524
30060000
CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES
0
0
0
30070000
OTHER CAPITAL CONTRIBUTED
0
0
0
30080000
RETAINED EARNINGS (ACCUMULATED LOSSES)
48,118,953
45,492,624
41,546,599
30080010
 
LEGAL RESERVE
2,139,007
2,139,007
2,135,423
30080020
 
OTHER RESERVES
0
0
0
30080030
 
RETAINED EARNINGS
44,606,901
40,872,689
42,230,322
30080040
 
NET INCOME FOR THE YEAR
5,762,560
6,665,936
0
30080050
 
OTHER
-4,389,515
-4,185,008
-2,819,146
30090000
OTHER ACCUMULATED COMPREHENSIVE RESULT (NET OF TAX)
1,542,625
1,323,643
546,535
30090010
 
EARNINGS PER PROPERTY REASSESSMENT
0
0
0
30090020
 
ACTUARIAL EARNINGS (LOSS) FOR LABOR OBLIGATIONS
2,218
2,218
0
30090030
 
RESULT FOR FOREIGN CURRENCY CONVERSION
-63,302
162,371
0
30090040
 
CHANGES IN THE VALUATION OF AVAILABLE FOR SALE FINANCIAL ASSETS
260,687
213,170
502,745
30090050
 
CHANGES IN THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS
-166,930
-57,533
-103,519
30090060
 
CHANGES IN FAIR VALUE OF OTHER ASSETS
1,353,896
893,422
0
30090070
 
PARTICIPATION IN OTHER COMPREHENSIVE INCOME OF ASSOCIATES AND JOINT VENTURES
156,056
109,995
147,309
30090080
 
OTHER COMPREHENSIVE RESULT
0
0
0
30020000
NON-CONTROLLING INTEREST
8,163,285
7,314,191
8,628,731
 
 
 
 

 
 
DATA INFORMATION
AS OF SEPTEMBER 30, 2012, DECEMBER 31, 2011 AND JANUARY 1, 2011
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
CONCEPTS
CURRENT YEAR
END OF PREVIOUS YEAR
START PREVIOUS YEAR
AMOUNT
AMOUNT
AMOUNT
91000010
FOREIGN CURRENCY LIABILITIES SHORT-TERM
4,772,728
5,229,595
7,027,829
91000020
FOREIGN CURRENCY LIABILITIES LONG-TERM
27,216,687
28,044,835
27,790,401
91000030
CAPITAL STOCK NOMINAL
2,494,410
2,525,818
2,368,792
91000040
RESTATEMENT OF CAPITAL STOCK
2,483,716
2,514,990
2,514,990
91000050
PENSIONS  AND SENIORITY PREMIUMS
1,843,173
1,796,793
1,807,340
91000060
EXECUTIVES (*)
42
39
41
91000070
EMPLOYEES (*)
27,812
26,275
24,698
91000080
WORKERS (*)
0
0
0
91000090
OUTSTANDING SHARES (*)
334,112,932,101
330,862,122,669
325,023,045,906
91000100
REPURCHASED SHARES (*)
28,316,955,030
36,131,302,662
21,518,779,425
91000110
RESTRICTED CASH (1)
0
0
0
91000120
DEBT OF NON-CONSOLIDATED COMPANIES GUARANTEED
0
0
0
 
(1) THIS CONCEPT MUST BE COMPLETED WHEN THEY HAVE PROVIDED GUARANTEES AFFECTING CASH AND CASH EQUIVALENTS
(*) DATA IN UNITS
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
40010000
NET INCOME
49,497,953
17,357,531
44,288,771
15,963,451
40010010
    SERVICES
38,591,833
13,713,563
35,032,198
12,743,346
40010020
    SALE OF GOODS
1,529,713
534,765
1,346,424
459,973
40010030
    INTERESTS
0
0
0
0
40010040
    ROYALTIES
3,707,504
1,107,732
3,007,889
1,071,236
40010050
    DIVIDENDS
0
0
0
0
40010060
    LEASE
5,668,903
2,001,471
4,902,260
1,688,896
40010061
    CONSTRUCTION
0
0
0
0
40010070
    OTHER
0
0
0
0
40020000
COST OF SALES
26,267,151
8,991,746
23,907,867
8,226,622
40021000
GROSS PROFIT (LOSS)
23,230,802
8,365,785
20,380,904
7,736,829
40030000
GENERAL EXPENSES
9,981,598
3,241,494
8,876,820
3,058,800
40040000
INCOME (LOSS) BEFORE OTHER INCOME AND EXPENSES, NET
13,249,204
5,124,291
11,504,084
4,678,029
40050000
OTHER INCOME AND (EXPENSE), NET
-433,281
-260,220
-375,872
-199,557
40060000
OPERATING INCOME (LOSS) (*)
12,815,923
4,864,071
11,128,212
4,478,472
40070000
    FINANCE INCOME
827,056
444,005
724,952
269,079
40070010
    INTEREST INCOME
721,031
212,629
724,952
269,079
40070020
    FOREIGN EXCHANGE GAIN, NET
13,572
9,578
0
0
40070030
    DERIVATIVES GAIN, NET
92,453
221,798
0
0
40070040
    EARNINGS PER CHANGES IN FAIR VALUE OF FINANCIAL INSTRUMENTS
0
0
0
0
40070050
    OTHER
0
0
0
0
40080000
    FINANCE EXPENSE
4,159,887
1,064,957
4,386,239
1,655,224
40080010
    INTEREST EXPENSE
3,226,887
1,064,957
3,027,154
1,123,089
40080020
    FOREIGN EXCHANGE LOSS, NET
0
0
389,370
404,751
40080030
    DERIVATIVES LOSS, NET
0
0
969,715
127,384
40080050
    LOSS FAIR VALUE CHANGE IN FINANCIAL INSTRUMENTS
933,000
0
0
0
40080060
    OTHER
0
0
0
0
40090000
FINANCE INCOME (EXPENSE) NET
-3,332,831
-620,952
-3,661,287
-1,386,145
40100000
PARTICIPATION IN THE RESULTS OF ASSOCIATES AND JOINT VENTURES
-233,830
-209,122
-317,786
-86,750
40110000
INCOME (LOSS) BEFORE INCOME TAXES
9,249,262
4,033,997
7,149,139
3,005,577
40120000
    INCOME TAXES
2,285,248
809,450
1,778,079
778,283
40120010
    INCOME TAX, CURRENT
3,203,543
1,140,350
2,301,340
966,509
40120020
    INCOME TAX, DEFERRED
-918,295
-330,900
-523,261
-188,226
40130000
INCOME (LOSS) FROM CONTINUING OPERATIONS
6,964,014
3,224,547
5,371,060
2,227,294
40140000
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET
0
0
0
0
40150000
NET INCOME (LOSS)
6,964,014
3,224,547
5,371,060
2,227,294
40160000
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST
1,201,454
364,186
906,936
205,402
40170000
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST
5,762,560
2,860,361
4,464,124
2,021,892
 
40180000 INCOME (LOSS) PER BASIC SHARE
2.03
1.01
1.59
0.72
40190000 INCOME (LOSS) PER DILUTED SHARE
1.86
0.92
1.52
0.74
 
 
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
OTHER COMPREHENSIVE INCOME (NET OF INCOME TAXES)
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
40200000
NET INCOME (LOSS)
6,964,014
3,224,547
5,371,060
2,227,294
 
ITEMS NOT BE RECLASSIFIED INTO RESULTS
       
40210000
EARNINGS PER PROPERTY REASSESSMENT
0
0
0
0
40220000
ACTUARIAL EARNINGS (LOSS) FOR LABOR OBLIGATIONS
0
0
0
0
40220100
PARTICIPATION IN RESULTS FOR REVALUATION OF PROPERTIES OF ASSOCIATES AND JOINT VENTURES
0
0
0
0
 
ITEMS THAT MAY BE SUBSEQUENTLY RECLASSIFIED INTO RESULTS
       
40230000
RESULT FOR FOREIGN CURRENCY CONVERSION
-255,225
-166,240
207,924
306,472
40240000
CHANGES IN THE VALUATION OF AVAILABLE FOR SALE FINANCIAL ASSETS
47,517
267,867
-380,128
-175,243
40250000
CHANGES IN THE VALUATION OF DERIVATIVE FINANCIAL INSTRUMENTS
-109,397
-9,058
106,808
85,991
40260000
CHANGES IN FAIR VALUE OF OTHER ASSETS
460,474
452,760
-30,024
45,864
40270000
PARTICIPATION IN OTHER COMPREHENSIVE INCOME OF ASSOCIATES AND JOINT VENTURES
46,061
-18,290
-34,895
-20,054
40280000
OTHER COMPREHENSIVE INCOME
0
0
0
0
40290000
TOTAL OTHER COMPREHENSIVE INCOME
189,430
527,039
-130,315
243,030
 
40300000
NET INCOME (LOSS) INTEGRAL
7,153,444
3,751,586
5,240,745
2,470,324
40320000
INCOME (LOSS) INTEGRAL ATTRIBUTABLE TO NON-CONTROLLING INTEREST
1,171,902
340,934
930,108
177,492
40310000
INCOME (LOSS) INTEGRAL ATTRIBUTABLE TO CONTROLLING INTEREST
5,981,542
3,410,652
4,310,637
2,292,832
 
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
DATA INFORMATION
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
CUMULATIVE
QUARTER
CUMULATIVE
QUARTER
92000010
OPERATING DEPRECIATION AND AMORTIZATION
6,174,626
2,105,258
5,388,008
1,829,775
92000020
EMPLOYEES' PROFIT SHARING, CURRENT
10,563
2,252
17,087
5,992
 
 
 

 
 
STATEMENTS OF COMPREHENSIVE INCOME
DATA INFORMATION (TWELVE MONTHS)
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
YEAR
CURRENT
PREVIOUS
92000030
NET INCOME (**)
67,790,723
0
92000040
OPERATING INCOME (LOSS) (**)
17,961,387
0
92000050
CONTROLLING INTEREST NET INCOME (LOSS) (**)
7,964,372
0
92000060
NET INCOME (LOSS) (**)
9,550,269
0
92000070
OPERATING DEPRECIATION AND AMORTIZATION (**)
8,148,170
0
 
(**) INFORMATION FOR THE LAST TWELVE MONTHS
 
 
 

 
 
STATEMENTS OF CASH FLOWS (INDIRECT METHOD)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
REF
ACCOUNT / SUBACCOUNT
CURRENT YEAR
PREVIOUS YEAR
AMOUNT
AMOUNT
OPERATING ACTIVITIES
50010000
INCOME (LOSS) BEFORE INCOME TAXES
9,249,262
7,149,139
50020000
+ (-) ITEMS NOT REQUIRING CASH
683,353
620,392
50020010
+ ESTIMATES FOR THE PERIOD
547,211
561,142
50020020
+ PROVISIONS FOR THE PERIOD
0
0
50020030
+ (-) OTHER UNREALIZED ITEMS
136,142
59,250
50030000
+(-) ITEMS RELATED TO INVESTING ACTIVITIES
8,019,546
3,090,629
50030010
+ DEPRECIATION AND AMORTIZATION FOR THE PERIOD
6,174,626
5,388,008
50030020
(-) + GAIN OR LOSS ON SALE OF PROPERTY, PLANT AND EQUIPMENT
0
0
50030030
+ (-) LOSS (REVERSION) IMPAIRMENT
0
0
50030040
(-) + EQUITY IN RESULTS OF AFFILIATES AND JOINT VENTURES
233,830
317,786
50030050
(-) DIVIDENDS RECEIVED
0
0
50030060
(-) INTEREST INCOME
(87,334)
(222,911)
50030070
(-) FOREIGN EXCHANGE FLUCTUATION
1,675,071
(2,479,504)
50030080
(-) + OTHER ITEMS
23,353
87,250
50040000
+ (-) ITEMS RELATED TO FINANCING ACTIVITIES
2,357,668
7,531,871
50040010
(+) ACCRUED INTEREST
3,178,680
2,981,805
50040020
(+) FOREIGN EXCHANGE FLUCTUATION
(2,133,606)
3,334,322
50040030
(+) FINANCIAL OPERATIONS OF DERIVATIVES
840,547
727,210
50040040
+ (-) OTHER ITEMS
472,047
488,534
50050000
CASH FLOW BEFORE INCOME TAX
20,309,829
18,392,031
50060000
CASH FLOWS PROVIDED OR USED IN OPERATION
(6,783,915)
(6,450,017)
50060010
+ (-) DECREASE (INCREASE) IN CUSTOMERS
8,757,987
6,577,327
50060020
+ (-) DECREASE (INCREASE) IN INVENTORIES
(1,793,637)
(1,101,871)
50060030
+(-) DECREASE (INCREASE) IN OTHER ACCOUNTS RECEIVABLES AND OTHER ASSETS
(1,019,899)
(300,911)
50060040
+ (-) INCREASE (DECREASE) IN SUPPLIERS
533,784
(172,049)
50060050
+ (-) INCREASE (DECREASE) IN OTHER LIABILITIES
(10,054,649)
(9,276,780)
50060060
+ (-) INCOME TAXES PAID OR RETURNED
(3,207,501)
(2,175,733)
50070000
NET CASH FLOWS FROM OPERATING ACTIVITIES
13,525,914
11,942,014
INVESTING ACTIVITIES
   
50080000
NET CASH FLOWS FROM INVESTING ACTIVITIES
(7,341,092)
(14,461,779)
50080010
(-) PERMANENT INVESTMENTS IN SHARES
(391,867)
(643,999)
50080020
+ DISPOSITION OF PERMANENT INVESTMENT IN SHARES
0
0
50080030
(-) INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT
(7,230,339)
(6,313,045)
50080040
+ SALE OF PROPERTY, PLANT AND EQUIPMENT
440,385
694,862
50080050
(-) TEMPORARY INVESTMENTS
(285,776)
(240,830)
50080060
+ DISPOSITION OF TEMPORARY INVESTMENTS
635,202
5,583,371
50080070
(-) INVESTMENT IN INTANGIBLE ASSETS
(54,204)
(49,803)
50080080
+ DISPOSITION OF INTANGIBLE ASSETS
0
0
50080090
(-) BUSINESS ACQUISITIONS
0
0
50080100
+ BUSINESS DISPOSITIONS
0
0
50080110
+ DIVIDEND RECEIVED
0
66,310
50080120
+ INTEREST RECEIVED
0
0
50080130
+ (-) DECREASE (INCREASE) IN ADVANCES AND LOANS TO THIRD PARTIES
0
0
50080140
+ (-) OTHER ITEMS
(454,493)
(13,558,645)
FINANCING ACTIVITIES
   
50090000
NET CASH FLOWS FROM FINANCING ACTIVITIES
(5,733,467)
(1,223,319)
50090010
+ BANK FINANCING
200,000
9,700,000
50090020
+ STOCK MARKET FINANCING
0
0
50090030
+ OTHER FINANCING
0
0
50090040
(-) BANK FINANCING AMORTIZATION
(1,000,000)
(3,110,135)
50090050
(-) STOCK MARKET FINANCING AMORTIZATION
0
(898,776)
50090060
(-) OTHER FINANCING AMORTIZATION
(385,143)
(238,048)
50090070
+ (-) INCREASE (DECREASE) IN CAPITAL STOCK
0
0
50090080
(-) DIVIDENDS PAID
(1,002,692)
(1,023,012)
50090090
+ PREMIUM ON ISSUANCE OF SHARES
0
0
50090100
+ CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES
0
0
50090110
(-) INTEREST EXPENSE
(3,186,324)
(2,919,247)
50090120
(-) REPURCHASE OF SHARES
0
(12,623)
50090130
+ (-) OTHER ITEMS
(359,308)
(2,721,478)
 
50100000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
451,355
(3,743,084)
50110000
CHANGES IN THE VALUE OF CASH AND CASH EQUIVALENTS
(60,821)
(54,706)
50120000
CASH AND CASH EQUIVALENTS AT BEGINING OF PERIOD
16,302,660
20,951,953
50130000
CASH AND CASH EQUIVALENTS AT END OF PERIOD
16,693,194
17,154,163
 
 
 
 

 
 
 
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
CONCEPTS
CAPITAL STOCK
SHARES REPURCHASED
ADDITIONAL PAID-IN CAPITAL
CONTRIBUTIONS FOR FUTURE CAPITAL INCREASES
OTHER CAPITAL CONTRIBUTED
RETAINED EARNINGS OR ACCUMULATED LOSSES
ACCUMULATED OTHER COMPREHENSIVE INCOME (NET OF INCOME TAX)
CONTROLLING INTEREST
NON-CONTROLLING INTEREST
TOTAL STOCKHOLDERS’ EQUITY
RESERVES
RETAINED EARNINGS (ACCUMULATED LOSSES)
BALANCE AT JANUARY 1, 2011
4,883,782
-6,156,625
3,844,524
0
0
2,135,423
39,411,176
546,535
44,664,815
8,628,731
53,293,546
                       
RETROSPECTIVE ADJUSTMENT
0
0
0
0
0
0
0
0
0
0
0
                       
APPLICATION
OF OTHER COMPREHENSIVE INCOME TO
RETAINED EARNINGS
0
0
0
0
0
0
0
0
0
0
0
                       
ESTABLISHMENT OF RESERVES
0
0
0
0
0
3,584
0
0
3,584
0
3,584
                       
DIVIDENDS DECLARED
0
0
0
0
0
0
-1,023,012
0
-1,023,012
0
-1,023,012
                       
(DECREASE) INCREASE OF CAPITAL
157,026
0
0
0
0
0
0
0
157,026
0
157,026
                       
REPURCHASE OF SHARES
0
-11,442,740
0
0
0
0
0
0
-11,442,740
0
-11,442,740
                       
(DECREASE) INCREASE IN ADDITIONAL PAID-IN CAPITAL
0
0
12,045,295
0
0
0
0
0
12,045,295
0
12,045,295
                       
(DECREASE) INCREASE IN NON-CONTROLLING INTEREST
0
0
0
0
0
0
0
0
0
-1,314,540
-1,314,540
                       
OTHER
0
1,627,655
0
0
0
0
-1,700,483
0
-72,828
0
-72,828
                       
COMPREHENSIVE INCOME
0
0
0
0
0
0
6,665,936
777,108
7,443,044
0
7,443,044
                       
BALANCE AT SEPTEMBER 30, 2011
5,040,808
-15,971,710
15,889,819
0
0
2,139,007
43,353,617
1,323,643
51,775,184
7,314,191
59,089,375
BALANCE AT JANUARY 1, 2012
5,040,808
-15,971,710
15,889,819
0
0
2,139,007
43,353,617
1,323,643   
51,775,184
7,314,191
59,089,375
                       
RETROSPECTIVE ADJUSTMENT
0
0
0
0
0
0
0
0
0
0
0
                       
APPLICATION
OF OTHER COMPREHENSIVE INCOME TO
RETAINED EARNINGS
0
0
0
0
0
0
0
0
0
0
0
                       
ESTABLISHMENT OF RESERVES
0
0
0
0
0
0
0
0
0
0
0
                       
DIVIDENDS DECLARED
0
0
0
0
0
0
-1,002,692
0
-1,002,692
0
-1,002,692
                       
(DECREASE) INCREASE OF CAPITAL
-62,682
1,991,714
0
0
0
0
-1,929,032
0
0
0
0
                       
REPURCHASE OF SHARES
0
-730,634
0
0
0
0
0
0
-730,634
0
-730,634
                       
(DECREASE) INCREASE IN ADDITIONAL PAID-IN CAPITAL
0
0
0
0
0
0
0
0
0
0
0
                       
(DECREASE) INCREASE IN NON-CONTROLLING INTEREST
0
0
0
0
0
0
0
0
0
849,094
849,094
                       
OTHER
0
1,407,186
0
0
0
0
-204,507
0
1,202,679
0
1,202,679
                       
COMPREHENSIVE INCOME
0
0
0
0
0
0
5,762,560
218,982
5,981,542
0
5,981,542
                       
BALANCE AT SEPTEMBER 30, 2012
4,978,126
-13,303,444
15,889,819
0
0
2,139,007
45,979,946
1,542,625
57,226,079
8,163,285
65,389,364
 
 
 

 
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CONSOLIDATED
Final Printing
MEXICO CITY, D.F., OCTOBER 25, 2012—GRUPO TELEVISA, S.A.B. (NYSE:TV; BMV: TLEVISA CPO; “TELEVISA” OR “THE COMPANY”), TODAY ANNOUNCED RESULTS FOR THIRD QUARTER 2012. THE RESULTS HAVE BEEN PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”). THEREFORE THE RESULTS FOR THIRD QUARTER 2011 PREVIOUSLY REPORTED IN ACCORDANCE WITH MEXICAN FINANCIAL REPORTING STANDARDS (“MEXICAN FRS”) HAVE BEEN RESTATED IN ACCORDANCE WITH IFRS FOR COMPARATIVE PURPOSES.
 
THE FOLLOWING INFORMATION FROM THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTERS ENDED SEPTEMBER 30, 2012 AND 2011, IS PRESENTED IN MILLIONS OF MEXICAN PESOS, AS WELL AS THE PERCENTAGE CHANGE WHEN COMPARING 2012 WITH 2011:
 
NET SALES
 
NET SALES INCREASED 8.7% TO PS.17,357.5 MILLION IN THIRD QUARTER 2012 COMPARED WITH PS.15,963.5 MILLION IN THIRD QUARTER 2011. THIS INCREASE WAS ATTRIBUTABLE TO STRONG GROWTH IN BOTH OUR CONTENT AND OUR DISTRIBUTION BUSINESSES. OPERATING SEGMENT INCOME INCREASED 10.8%, REACHING PS.7,506.5 MILLION WITH A MARGIN OF 42.4%.
 
NET INCOME ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY
 
NET INCOME ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY INCREASED TO PS.2,860.4 MILLION IN THIRD QUARTER 2012 COMPARED TO PS.2,021.9 MILLION IN THIRD QUARTER 2011. THE NET INCREASE OF PS.838.5 MILLION REFLECTED PRIMARILY I) A PS.728.9 MILLION INCREASE IN OPERATING SEGMENT INCOME; AND II) A PS.765.2 MILLION DECREASE IN FINANCE EXPENSE. THESE FAVORABLE VARIANCES WERE PARTIALLY OFFSET BY I) A PS.275.4 MILLION INCREASE IN DEPRECIATION AND AMORTIZATION DUE TO OUR ACCELERATED GROWTH IN PAY TV SUBSCRIBERS; II) A PS.158.8 MILLION INCREASE IN NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST, NAMELY CABLEVISIÓN AND SKY; AND III) A PS.122.4 MILLION INCREASE IN SHARE OF LOSSES OF JOINTLY CONTROLLED ENTITIES AND ASSOCIATES, NET.
 
THIRD QUARTER RESULTS BY BUSINESS SEGMENT
 
THE FOLLOWING INFORMATION PRESENTS THIRD-QUARTER CONSOLIDATED RESULTS ENDED SEPTEMBER 30, 2012 AND 2011, FOR EACH OF OUR BUSINESS SEGMENTS. CONSOLIDATED RESULTS FOR THE THIRD QUARTER 2012 AND 2011 ARE PRESENTED IN MILLIONS OF MEXICAN PESOS:
 
CONTENT
 
THIRD QUARTER SALES INCREASED 4.4% TO PS.8,349.8 MILLION COMPARED WITH PS.7,997.3 MILLION IN THIRD QUARTER 2011.
 
ADVERTISING REVENUE GREW BY 1.0% TO PS.6,119.7 MILLION IN THIRD QUARTER 2012 COMPARED WITH PS.6,059.4 MILLION IN THIRD QUARTER 2011. THESE RESULTS REFLECT IN PART THE ADVANCEMENT OF SOME ADVERTISING BUDGETS FROM THE THIRD QUARTER TO THE FIRST QUARTER OF 2012. FOLLOWING THE TREND OF THE FIRST HALF OF THE YEAR, OUR CONTENT CONTINUED TO DELIVER SOLID AUDIENCES DURING THE THIRD QUARTER.
 
UPFRONT DEPOSITS REPRESENTED 83.5% OF REVENUES DURING THE QUARTER AND THE BALANCE WERE SALES IN THE SPOT MARKET. THIS FIGURE COMPARES WITH 80.6% IN THIRD QUARTER 2011.
 
NETWORK SUBSCRIPTION REVENUE GREW BY 22.2% TO PS.821.7 MILLION IN THIRD QUARTER 2012 COMPARED WITH PS.672.6 MILLION IN THIRD QUARTER 2011, MAINLY AS A RESULT OF THE SUSTAINED ADDITION OF PAY-TV SUBSCRIBERS IN MEXICO AND, TO A LESSER EXTENT, ABROAD. WE CLOSED THE THIRD QUARTER 2012 WITH 32.5 MILLION SUBSCRIBERS CARRYING AN AVERAGE OF 5.9 NETWORKS COMPARED WITH 28.3 MILLION SUBSCRIBERS CARRYING AN AVERAGE OF 5.4 NETWORKS IN THIRD QUARTER 2011.
 
THE INCREASE IN LICENSING AND SYNDICATION REVENUE OF 11.3% TO PS.1,408.4 MILLION IN THIRD QUARTER 2012 COMPARED WITH PS.1,265.3 MILLION IN THIRD QUARTER 2011 IS EXPLAINED BY BOTH I) AN INCREASE IN ROYALTIES FROM UNIVISION, FROM US$58.2 MILLION IN THIRD QUARTER 2011 TO US$62.0 MILLION IN THIRD QUARTER 2012; II) AN INCREASE IN SALES TO THE REST OF THE WORLD, PRINCIPALLY IN LATIN AMERICA; AND III) A POSITIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED REVENUES.
 
THIRD QUARTER OPERATING SEGMENT INCOME INCREASED 5.6% TO PS.4,227.2 MILLION COMPARED WITH PS.4,002.5 MILLION IN THIRD QUARTER 2011; THE MARGIN INCREASED TO 50.6%. THE INCREMENTAL COSTS AND EXPENSES INCURRED DURING THE QUARTER WERE RELATED MAINLY TO OUR COVERAGE OF THE OLYMPICS AND, TO A LESSER EXTENT, TO THE NEGATIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED COSTS AND EXPENSES.
 
PUBLISHING
 
THIRD QUARTER SALES INCREASED 2.1% TO PS.828.3 MILLION COMPARED WITH PS.810.9 MILLION IN THIRD QUARTER 2011. MOST OF THE GROWTH WAS DRIVEN BY A MARGINAL INCREASE IN CIRCULATION IN MEXICO AND ABROAD, AS WELL AS A POSITIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED SALES. THESE FAVORABLE VARIANCES WERE PARTIALLY OFFSET BY LOWER ADVERTISING REVENUE IN MEXICO AND ABROAD. SALES OUTSIDE MEXICO REPRESENTED 60.1% OF THE SEGMENT COMPARED WITH 58.5% IN THE SAME QUARTER OF 2011.
 
THIRD QUARTER OPERATING SEGMENT INCOME INCREASED 1.0% TO PS.123.5 MILLION COMPARED WITH PS.122.3 MILLION IN THIRD QUARTER 2011, AND THE MARGIN WAS 14.9%. THESE RESULTS REFLECT THE NEGATIVE TRANSLATION EFFECT ON FOREIGN-CURRENCY-DENOMINATED COSTS AND EXPENSES, AS WELL AS LOWER PAPER AND PRINTING COSTS.
 
SKY
 
THIRD QUARTER SALES GREW BY 18.9% TO PS.3,722.7 MILLION COMPARED WITH PS.3,131.7 MILLION IN THIRD QUARTER 2011. THE INCREASE WAS DRIVEN BY SOLID GROWTH IN THE SUBSCRIBER BASE IN MEXICO, WHICH IS EXPLAINED BY THE CONTINUED SUCCESS OF SKY’S LOW-COST OFFERINGS. THE NUMBER OF NET ACTIVE SUBSCRIBERS INCREASED BY A RECORD-HIGH 332,693 DURING THE QUARTER TO 4,883,388 (INCLUDING 161,484 COMMERCIAL SUBSCRIBERS) AS OF SEPTEMBER 30, 2012, COMPARED WITH 3,824,278 (INCLUDING 155,608 COMMERCIAL SUBSCRIBERS) AS OF SEPTEMBER 30, 2011. SKY ENDED THE QUARTER WITH 168,973 SUBSCRIBERS IN CENTRAL AMERICA AND THE DOMINICAN REPUBLIC.
 
THIRD QUARTER OPERATING SEGMENT INCOME INCREASED 17.6% TO PS.1,713.6 MILLION COMPARED WITH PS.1,457.5 MILLION IN THIRD QUARTER 2011, AND THE MARGIN WAS 46.0%. THESE RESULTS REFLECT AN INCREASE IN SALES THAT WAS PARTIALLY OFFSET BY HIGHER COSTS AND EXPENSES INHERENT TO THE GROWTH IN THE SUBSCRIBER BASE, MAINLY IN THE LOWER-COST PACKAGES.
 
CABLE AND TELECOM
 
THIRD QUARTER SALES INCREASED 14.6% TO PS.3,890.6 MILLION COMPARED WITH PS.3,394.8 MILLION IN THIRD QUARTER 2011. IN THE AGGREGATE, THE THREE CABLE OPERATIONS ADDED 134,606 REVENUE GENERATING UNITS (RGUS) DURING THE QUARTER AS A RESULT OF THE SUCCESS OF OUR COMPETITIVE PACKAGES. VOICE AND DATA RGUS CONTINUED TO BE THE MAIN DRIVERS OF GROWTH, GROWING ON AVERAGE 19.7% AND 28.1% , RESPECTIVELY, COMPARED WITH THIRD QUARTER 2011,  WHILE VIDEO RGUS EXPANDED BY 6.7% ON AVERAGE.
 
YEAR-OVER-YEAR, CABLEVISIÓN, CABLEMÁS, TVI AND BESTEL NET SALES INCREASED 15.8%, 15.8%, 9.4%, AND 8.7% RESPECTIVELY.
 
THE FOLLOWING INFORMATION SETS FORTH THE BREAKDOWN OF SUBSCRIBERS FOR EACH OF OUR THREE CABLE AND TELECOM SUBSIDIARIES AS OF SEPTEMBER 30, 2012:
 
THE SUBSCRIBER BASE OF CABLEVISIÓN OF VIDEO, BROADBAND AND VOICE AS OF SEPTEMBER 30, 2012 AMOUNTED TO 774,015, 488,422 AND 303,190 SUBSCRIBERS, RESPECTIVELY.
 
THE SUBSCRIBER BASE OF CABLEMÁS OF VIDEO, BROADBAND AND VOICE AS OF SEPTEMBER 30, 2012 AMOUNTED TO 1,108,432, 538,164 AND 292,100 SUBSCRIBERS, RESPECTIVELY.
 
THE SUBSCRIBER BASE OF TVI OF VIDEO, BROADBAND AND VOICE AS OF SEPTEMBER 30, 2012 AMOUNTED TO 381,184, 222,791 AND 134,692 SUBSCRIBERS, RESPECTIVELY.
 
THE RGUS OF CABLEVISIÓN, CABLEMÁS AND TVI AS OF SEPTEMBER 30, 2012 AMOUNTED TO 1,565,627, 1,938,696 AND 738,667, RESPECTIVELY.
 
THIRD QUARTER OPERATING SEGMENT INCOME INCREASED 19.0% TO PS.1,430.3 MILLION COMPARED WITH PS.1,201.6 MILLION IN THIRD QUARTER 2011, AND THE MARGIN REACHED 36.8%. THESE RESULTS REFLECT CONTINUED GROWTH IN THE CUSTOMER BASE OF OUR CABLE PLATFORMS. IN BESTEL THE MARGINS EXPANDED FROM 26.3% IN THIRD QUARTER 2011 TO 33.3% IN THIRD QUARTER 2012. THIS INCREASE WAS DRIVEN BY AN IMPROVED REVENUE MIX AND BY LOWER INTERCONNECTION RATES.
 
THE FOLLOWING INFORMATION SETS FORTH THE BREAKDOWN OF REVENUES AND OPERATING SEGMENT INCOME, EXCLUDING CONSOLIDATION ADJUSTMENTS, FOR OUR FOUR CABLE AND TELECOM SUBSIDIARIES FOR THE QUARTER:
 
THE REVENUES FOR THE QUARTER OF CABLEVISIÓN, CABLEMÁS, TVI AND BESTEL AMOUNTED TO PS.1,281.4 MILLION, PS.1,349.2 MILLION, PS.610.8 MILLION AND PS.753.8 MILLION, RESPECTIVELY.
 
THE OPERATING SEGMENT INCOME FOR THE QUARTER OF CABLEVISIÓN, CABLEMÁS, TVI AND BESTEL AMOUNTED TO PS.523.1 MILLION, PS.485.2 MILLION, PS.227.9 MILLION AND PS.251.3 MILLION, RESPECTIVELY.
 
THESE RESULTS DO NOT INCLUDE CONSOLIDATION ADJUSTMENTS OF PS.104.6 MILLION IN REVENUES NOR PS.57.2 MILLION IN OPERATING SEGMENT INCOME, WHICH ARE CONSIDERED IN THE CONSOLIDATED RESULTS OF CABLE AND TELECOM.
 
OTHER BUSINESSES
 
THIRD QUARTER SALES DECREASED 4.4% TO PS.920.1 MILLION COMPARED WITH PS.962.1 MILLION IN THIRD QUARTER 2011. THESE RESULTS MAINLY REFLECT THE UNFAVORABLE COMPARISON TO THE SAME QUARTER IN 2011 AS A RESULT OF OUR SALE OF THE SOCCER TEAM SAN LUIS IN JUNE 2012, AND THE TERMINATION OF OUR PUBLISHING DISTRIBUTION BUSINESS IN CHILE IN APRIL 2012. TO A LESSER EXTENT, A CHALLENGING PUBLISHING DISTRIBUTION BUSINESS ALSO IMPACTED THESE RESULTS. OUR GAMING BUSINESS CONTINUED TO PERFORM WELL DURING THE QUARTER.
 
THIRD QUARTER OPERATING SEGMENT INCOME REACHED PS.11.9 MILLION COMPARED WITH A LOSS OF PS.6.3 MILLION IN THIRD QUARTER 2011.
 
INTERSEGMENT OPERATIONS
 
INTERSEGMENT OPERATIONS FOR THE THIRD QUARTER 2012 AND 2011 AMOUNTED TO PS.354 MILLION AND PS.333.3 MILLION, RESPECTIVELY.
 
CORPORATE EXPENSES
 
SHARE-BASED COMPENSATION EXPENSE IN THIRD QUARTER 2012 AND 2011 AMOUNTED TO PS.157.6 MILLION AND PS.161.9 MILLION, RESPECTIVELY, AND WAS ACCOUNTED FOR AS CORPORATE EXPENSE. SHARE-BASED COMPENSATION EXPENSE IS MEASURED AT FAIR VALUE AT THE TIME THE EQUITY BENEFITS ARE CONDITIONALLY SOLD TO OFFICERS AND EMPLOYEES, AND IS RECOGNIZED OVER THE VESTING PERIOD.
 
OTHER EXPENSE, NET
 
OTHER EXPENSE, NET, INCREASED BY PS.60.7 MILLION, OR 30.4%, TO PS.260.3 MILLION FOR THIRD QUARTER 2012, COMPARED WITH PS.199.6 MILLION FOR THIRD QUARTER 2011. THE INCREASE REFLECTED PRIMARILY A HIGHER LOSS ON DISPOSITION OF PROPERTY AND EQUIPMENT.
 
NON-OPERATING RESULTS
 
FINANCE EXPENSE, NET
 
THE FOLLOWING INFORMATION SETS FORTH THE FINANCE EXPENSE, NET, STATED IN MILLIONS OF MEXICAN PESOS FOR THE QUARTERS ENDED SEPTEMBER 30, 2012 AND 2011:
 
THE FINANCE EXPENSE, NET, DECREASED PS.765.2 MILLION, OR 55.2%, TO PS.620.9 MILLION FOR THIRD QUARTER 2012 FROM PS.1,386.1 MILLION FOR THIRD QUARTER 2011. THIS VARIANCE REFLECTED PRIMARILY I) A PS.414.4 MILLION FAVORABLE VARIANCE IN FOREIGN UNHEDGED EXCHANGE GAIN RESULTING PRIMARILY FROM THE FAVORABLE EFFECT OF A 3.3% APPRECIATION OF THE MEXICAN PESO AGAINST THE US DOLLAR ON OUR AVERAGE NET US DOLLAR LIABILITY POSITION IN THIRD QUARTER 2012 COMPARED WITH A 18.6% DEPRECIATION ON OUR AVERAGE NET US DOLLAR LIABILITY POSITION IN THIRD QUARTER 2011; II) A PS.349.1 MILLION FAVORABLE CHANGE IN OTHER FINANCE INCOME OR EXPENSE, PRIMARILY IN CONNECTION WITH AN UPWARD ADJUSTMENT IN THE FAIR VALUE OF OUR INVESTMENT IN BMP CONVERTIBLE DEBENTURES IN THIRD QUARTER 2012; III) A PS.58.2 MILLION FAVORABLE VARIANCE IN INTEREST EXPENSE, DUE PRIMARILY TO A LOWER AVERAGE PRINCIPAL AMOUNT OF LONG-TERM DEBT IN THIRD QUARTER 2012. THESE FAVORABLE VARIANCES WERE PARTIALLY OFFSET BY A PS.56.5 MILLION UNFAVORABLE VARIANCE IN INTEREST INCOME EXPLAINED PRIMARILY BY A LOWER AVERAGE AMOUNT OF CASH AND CASH EQUIVALENTS AND TEMPORARY INVESTMENTS IN THIRD QUARTER 2012, AS WELL AS THE ABSENCE IN THIRD QUARTER OF INTEREST INCOME FROM DEBENTURES ISSUED BY GSF THAT WERE CONVERTED INTO COMMON SHARES OF CAPITAL STOCK OF GSF IN JUNE 2012.
 
SHARE OF LOSSES OF JOINTLY CONTROLLED ENTITIES AND ASSOCIATES, NET
 
SHARE OF LOSSES OF JOINTLY CONTROLLED ENTITIES AND ASSOCIATES, NET, INCREASED BY PS.122.4 MILLION TO PS.209.1 MILLION IN THIRD QUARTER 2012 FROM PS.86.7 MILLION IN THIRD QUARTER 2011. THIS INCREASE REFLECTED MAINLY THE SHARE OF LOSS OF GSF, THE PARENT COMPANY OF IUSACELL IN WHICH WE HOLD A 50% JOINT INTEREST SINCE JUNE 2012. THIS EFFECT WAS PARTIALLY OFFSET BY THE ABSENCE IN THIRD QUARTER 2012 OF SHARE OF LOSS OF LA SEXTA, A FREE-TO-AIR TELEVISION CHANNEL IN SPAIN, IN CONNECTION WITH THE EXCHANGE OF OUR INTEREST IN LA SEXTA FOR A PARTICIPATION IN IMAGINA IN FIRST QUARTER 2012.
 
INCOME TAXES
 
INCOME TAXES INCREASED BY PS.31.1 MILLION, OR 4%, TO PS.809.4 MILLION IN THIRD QUARTER 2012 COMPARED WITH PS.778.3 MILLION IN THIRD QUARTER 2011. THIS INCREASE REFLECTED PRIMARILY A HIGHER INCOME TAX BASE, WHICH WAS OFFSET BY A LOWER EFFECTIVE INCOME TAX RATE IN THIRD QUARTER 2012.
 
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
 
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS INCREASED BY PS.158.8 MILLION, TO PS.364.2 MILLION IN THIRD QUARTER 2012, COMPARED WITH PS.205.4 MILLION IN THIRD QUARTER 2011. THIS INCREASE REFLECTED PRIMARILY A HIGHER PORTION OF NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS IN OUR SKY AND CABLE AND TELECOM SEGMENTS.
 
 
OTHER RELEVANT INFORMATION
 
CAPITAL EXPENDITURES AND INVESTMENTS
 
DURING THIRD QUARTER 2012, WE INVESTED APPROXIMATELY US$228.2 MILLION IN PROPERTY, PLANT AND EQUIPMENT AS CAPITAL EXPENDITURES, INCLUDING APPROXIMATELY US$125.9 MILLION FOR OUR CABLE AND TELECOM SEGMENT, US$73.3 MILLION FOR OUR SKY SEGMENT, AND US$29.0 MILLION FOR OUR CONTENT SEGMENT AND OTHER BUSINESSES.
 
OUR INVESTMENT IN PROPERTY, PLANT AND EQUIPMENT IN OUR CABLE AND TELECOM SEGMENT DURING THIRD QUARTER  2012 INCLUDED APPROXIMATELY US$26.0 MILLION FOR CABLEVISIÓN, US$69.6 MILLION FOR CABLEMÁS, US$23.5 MILLION FOR TVI, AND US$6.8 MILLION FOR BESTEL.
 
DEBT AND FINANCE LEASE OBLIGATIONS
 
THE FOLLOWING INFORMATION SETS FORTH OUR TOTAL CONSOLIDATED DEBT AND FINANCE LEASE OBLIGATIONS AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011. AMOUNTS ARE STATED IN MILLIONS OF MEXICAN PESOS:
 
THE TOTAL CONSOLIDATED DEBT AMOUNTED TO PS.53,014 MILLION AND PS.55,964.8 MILLION AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011, RESPECTIVELY, WHICH INCLUDED A CURRENT PORTION  OF LONG-TERM DEBT IN THE AMOUNT OF PS.325.6 MILLION AND PS. 1,169.9 MILLION, RESPECTIVELY.
 
ADDITIONALLY,  WE HAD FINANCE LEASE OBLIGATIONS IN THE AMOUNT OF PS.278 MILLION AND PS.583.7 MILLION AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011, RESPECTIVELY, WHICH INCLUDED A CURRENT PORTION OF PS.194.4 MILLION  AND PS.381.9 MILLION, RESPECTIVELY.
 
AS OF SEPTEMBER 30, 2012, OUR CONSOLIDATED NET DEBT POSITION (TOTAL DEBT LESS CASH AND CASH EQUIVALENTS, TEMPORARY INVESTMENTS, AND NONCURRENT HELD-TO-MATURITY AND AVAILABLE-FOR-SALE INVESTMENTS) WAS PS.28,231.8 MILLION. THE AGGREGATE AMOUNT OF NONCURRENT HELD-TO-MATURITY AND AVAILABLE-FOR-SALE INVESTMENTS AS OF SEPTEMBER 30, 2012, AMOUNTED TO PS.3,196.8 MILLION.
 
SHARES OUTSTANDING
 
AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011, OUR SHARES OUTSTANDING AMOUNTED TO 334,112.9 MILLION AND 330,862.1 MILLION SHARES, RESPECTIVELY, AND OUR CPO EQUIVALENTS OUTSTANDING AMOUNTED TO 2,855.7 MILLION AND 2,827.9 MILLION CPO EQUIVALENTS, RESPECTIVELY. NOT ALL OF OUR SHARES ARE IN THE FORM OF CPOS. THE NUMBER OF CPO EQUIVALENTS IS CALCULATED BY DIVIDING THE NUMBER OF SHARES OUTSTANDING BY 117.
 
AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011, THE GDS (GLOBAL DEPOSITARY SHARES) EQUIVALENTS OUTSTANDING AMOUNTED TO 571.1 MILLION AND 565.6 MILLION GDS EQUIVALENTS, RESPECTIVELY. THE NUMBER OF GDS EQUIVALENTS IS CALCULATED BY DIVIDING THE NUMBER OF CPO EQUIVALENTS BY FIVE.
 
ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
 
IN THE THIRD QUARTER OF 2009, THE MEXICAN BANK AND SECURITIES COMMISSION ISSUED REGULATIONS FOR LISTED COMPANIES IN MEXICO REQUIRING THE ADOPTION OF IFRS AS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD (“IASB”) TO REPORT COMPARATIVE FINANCIAL INFORMATION FOR PERIODS BEGINNING NO LATER THAN JANUARY 1, 2012. ACCORDINGLY, BEGINNING ON JANUARY 1, 2012, WE DISCONTINUED USING MEXICAN FRS AND ADOPTED IFRS AS ISSUED BY THE IASB FOR FINANCIAL REPORTING PURPOSES. AS A RESULT, OUR CONSOLIDATED FINANCIAL INFORMATION FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012, IS PRESENTED ON A COMPARATIVE AND CONDENSED BASIS IN ACCORDANCE WITH IFRS, AND IS NOT DIRECTLY COMPARATIVE WITH OUR CONSOLIDATED FINANCIAL INFORMATION FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 PREVIOUSLY REPORTED.
THE IMPACT OF THE INITIAL ADOPTION OF IFRS AS MEASURED BY THE AGGREGATE AMOUNT OF ADJUSTMENTS MADE TO OUR PREVIOUSLY REPORTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AND INCOME AS OF DECEMBER 31, 2011 AND FOR THE YEAR ENDED ON THAT DATE, WAS LESS THAN 1% OF TOTAL CONSOLIDATED ASSETS AND STOCKHOLDERS’ EQUITY UNDER MEXICAN FRS, AND LESS THAN 3% OF CONSOLIDATED NET INCOME UNDER MEXICAN FRS.
 
ABOUT TELEVISA
 
GRUPO TELEVISA, S.A.B., IS THE LARGEST MEDIA COMPANY IN THE SPANISH-SPEAKING WORLD BASED ON ITS MARKET CAPITALIZATION AND A MAJOR PARTICIPANT IN THE INTERNATIONAL ENTERTAINMENT BUSINESS. IT HAS INTERESTS IN TELEVISION PRODUCTION AND BROADCASTING, PRODUCTION OF PAY-TELEVISION NETWORKS, INTERNATIONAL DISTRIBUTION OF TELEVISION PROGRAMMING, DIRECT-TO-HOME SATELLITE SERVICES, CABLE TELEVISION AND TELECOMMUNICATION SERVICES, MAGAZINE PUBLISHING AND DISTRIBUTION, RADIO PRODUCTION AND BROADCASTING, PROFESSIONAL SPORTS AND LIVE ENTERTAINMENT, FEATURE-FILM PRODUCTION AND DISTRIBUTION, THE OPERATION OF A HORIZONTAL INTERNET PORTAL, AND GAMING.
 
DISCLAIMER
 
THIS ANNEX CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE COMPANY’S RESULTS AND PROSPECTS. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS ANNEX SHOULD BE READ IN CONJUNCTION WITH THE FACTORS DESCRIBED IN “ITEM 3. KEY INFORMATION – FORWARD-LOOKING STATEMENTS” IN THE COMPANY’S ANNUAL REPORT ON FORM 20-F, WHICH, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN FORWARD-LOOKING STATEMENTS MADE IN THIS ANNEX AND IN ORAL STATEMENTS MADE BY AUTHORIZED OFFICERS OF THE COMPANY. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THEIR DATES. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
 
THE FINANCIAL INSTITUTIONS THAT PERFORM FINANCIAL ANALYSIS ON THE SECURITIES OF GRUPO TELEVISA, S.A.B. ARE AS FOLLOWS:
 
INSTITUTION:
JPMORGAN
MERRILL LYNCH
HSBC
MORGAN STANLEY
ITAÚ
CREDIT SUISSE
CITIGROUP
GOLDMAN SACHS
SCOTIA CAPITAL
BBVA BANCOMER
BARCLAYS
UBS
NEW STREET RESEARCH
MONEX
GBM
 
 
 
 

 
 
FINANCIAL STATEMENT NOTES
 
CONSOLIDATED
Final Printing 

 
GRUPO TELEVISA, S.A.B.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
(IN THOUSANDS OF MEXICAN PESOS, EXCEPT PER CPO AND PER SHARE AMOUNTS)

1.
ACCOUNTING POLICIES:

THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF GRUPO TELEVISA, S.A.B. (THE "COMPANY") AND ITS CONSOLIDATED SUBSIDIARIES (COLLECTIVELY, THE "GROUP"), FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 ARE UNAUDITED AND HAVE BEEN PREPARED IN ACCORDANCE WITH INTERNATIONAL ACCOUNTING STANDARD 34, INTERIM FINANCIAL REPORTING. IN THE OPINION OF MANAGEMENT, ALL ADJUSTMENTS (CONSISTING PRINCIPALLY OF NORMAL RECURRING ADJUSTMENTS) NECESSARY FOR A FAIR PRESENTATION OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN INCLUDED THEREIN.

THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE GROUP'S CONSOLIDATED AND AUDITED FINANCIAL STATEMENTS AND NOTES THERETO FOR THE YEAR ENDED DECEMBER 31, 2011, WHICH INCLUDE, AMONG OTHER DISCLOSURES, THE GROUP'S MOST SIGNIFICANT ACCOUNTING POLICIES, WHICH HAVE BEEN APPLIED ON A CONSISTENT BASIS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012, EXCEPT FOR THE MATTER DISCUSSED IN THE FOLLOWING PARAGRAPH.

AS REQUIRED BY REGULATIONS ISSUED BY THE MEXICAN BANK AND SECURITIES COMMISSION (“COMISIÓN NACIONAL BANCARIA Y DE VALORES”) FOR LISTED COMPANIES IN MEXICO, BEGINNING ON JANUARY 1, 2012, THE GROUP DISCONTINUED USING MEXICAN FINANCIAL REPORTING STANDARDS (“MEXICAN FRS”) AND ADOPTED INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) AS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD (“IASB”) FOR FINANCIAL REPORTING PURPOSES. ACCORDINGLY, THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP AS OF DECEMBER 31, 2012, AND FOR THE YEAR ENDING ON THAT DATE, WILL BE PRESENTED ON A COMPARATIVE BASIS IN ACCORDANCE WITH IFRS. INFORMATION RELATING TO THE NATURE AND EFFECT OF CERTAIN DIFFERENCES BETWEEN IFRS AND MEXICAN FRS AS THEY RELATE TO THE INITIAL ADOPTION OF IFRS IN THE GROUP’S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2011, SEPTEMBER 30, 2011 AND JANUARY 1, 2011, THE TRANSITION DATE, FOR THE YEAR ENDED DECEMBER 31, 2011, AND FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2011, IS PRESENTED IN NOTE 14 TO THESE CONDENSED  CONSOLIDATED FINANCIAL STATEMENTS.

2.
PROPERTY, PLANT AND EQUIPMENT:

PROPERTY, PLANT AND EQUIPMENT AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 CONSISTED OF:

   
2012
   
2011
 
BUILDINGS
  Ps. 7,530,538     Ps. 8,029,859  
BUILDING IMPROVEMENTS
    1,597,569       1,603,096  
TECHNICAL EQUIPMENT
    52,967,317       52,286,157  
SATELLITE TRANSPONDERS
    3,593,873       3,593,873  
FURNITURE AND FIXTURES
    709,255       884,408  
TRANSPORTATION EQUIPMENT
    2,202,987       2,164,073  
COMPUTER EQUIPMENT
    4,007,946       4,424,520  
LEASEHOLD IMPROVEMENTS
    1,444,600       1,397,760  
      74,054,085       74,383,746  
ACCUMULATED DEPRECIATION
    (41,214,328 )     (41,735,471 )
      32,839,757       32,648,275  
LAND
    4,618,397       4,609,895  
CONSTRUCTION AND PROJECTS IN PROGRESS
    4,625,992       3,616,716  
    Ps. 42,084,146     Ps. 40,874,886  
 
DEPRECIATION CHARGED TO INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND THE YEAR ENDED DECEMBER 31, 2011 WAS PS.5,510,192 AND PS.6,433,186, RESPECTIVELY.

DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2012, THE GROUP INVESTED PS.7,313,940 IN PROPERTY, PLANT AND EQUIPMENT AS CAPITAL EXPENDITURES.

3.
LONG-TERM DEBT SECURITIES:

AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011, THE GROUP'S CONSOLIDATED SHORT-TERM AND LONG-TERM DEBT SECURITIES OUTSTANDING WERE AS FOLLOWS:

   
2012
   
2011
 
 
 
LONG-TERM DEBT SECURITIES
 
THOUSANDS
OF
 U.S. DOLLARS
   
 
MEXICAN
PESOS
   
THOUSANDS
OF
 U.S. DOLLARS
   
 
MEXICAN
PESOS
 
6.0% SENIOR NOTES DUE 2018 (A)
  U.S.$ 500,000     Ps. 6,439,500     U.S.$  500,000     Ps. 6,989,250  
6.625% SENIOR NOTES DUE 2025 (A)
    600,000       7,727,400       600,000       8,387,100  
8.5% SENIOR NOTES DUE 2032 (A)
    300,000       3,863,700       300,000       4,193,550  
8.49% SENIOR NOTES DUE 2037 (A)
    -       4,500,000       -       4,500,000  
6.625% SENIOR NOTES DUE 2040 (A)
7.38%  NOTES DUE 2020 (B)
   
600,000
 -
     
7,727,400
10,000,000
     
600,000
 -
     
8,387,100
10,000,000
 
      2,000,000       40,258,000       2,000,000       42,457,000  
 FINANCE COSTS, NET
    -       (799,279 )     -       (844,981 )
    U.S.$ 2,000,000     Ps. 39,458,721     U.S.$  2,000,000     Ps. 41,612,019  
 
(A)  
THESE SENIOR NOTES ARE UNSECURED OBLIGATIONS OF THE COMPANY, RANK EQUALLY IN RIGHT OF PAYMENT WITH ALL EXISTING AND FUTURE UNSECURED AND UNSUBORDINATED INDEBTEDNESS OF THE COMPANY, AND ARE JUNIOR IN RIGHT OF PAYMENT TO ALL OF THE EXISTING AND FUTURE LIABILITIES OF THE COMPANY’S SUBSIDIARIES. INTEREST ON THE SENIOR NOTES DUE 2018, 2025, 2032, 2037 AND 2040, INCLUDING ADDITIONAL AMOUNTS PAYABLE IN RESPECT OF CERTAIN MEXICAN WITHHOLDING TAXES, IS 6.31%, 6.97%, 8.94%, 8.93% AND 6.97% PER ANNUM, RESPECTIVELY, AND IS PAYABLE SEMI-ANNUALLY. THESE SENIOR NOTES MAY NOT BE REDEEMED PRIOR TO MATURITY, EXCEPT (I) IN THE EVENT OF CERTAIN CHANGES IN LAW AFFECTING THE MEXICAN WITHHOLDING TAX TREATMENT OF CERTAIN PAYMENTS ON THE SECURITIES, IN WHICH CASE THE SECURITIES WILL BE REDEEMABLE, AS A WHOLE BUT NOT IN PART, AT THE OPTION OF THE COMPANY; AND (II) IN THE EVENT OF A CHANGE OF CONTROL, IN WHICH CASE THE COMPANY MAY BE REQUIRED TO REDEEM THE SECURITIES AT 101% OF THEIR PRINCIPAL AMOUNT. ALSO, THE COMPANY MAY, AT ITS OWN OPTION, REDEEM THE SENIOR NOTES DUE 2018, 2025, 2037 AND 2040, IN WHOLE OR IN PART, AT ANY TIME AT A REDEMPTION PRICE EQUAL TO THE GREATER OF THE PRINCIPAL AMOUNT OF THESE SENIOR NOTES OR THE PRESENT VALUE OF FUTURE CASH FLOWS, AT THE REDEMPTION DATE, OF PRINCIPAL AND INTEREST AMOUNTS OF THE SENIOR NOTES DISCOUNTED AT A FIXED RATE OF COMPARABLE U.S. OR MEXICAN SOVEREIGN BONDS. THE AGREEMENT OF THESE SENIOR NOTES CONTAINS COVENANTS THAT LIMIT THE ABILITY OF THE COMPANY AND CERTAIN RESTRICTED SUBSIDIARIES ENGAGED IN CONTENT  TO INCUR OR ASSUME LIENS, PERFORM SALE AND LEASEBACK TRANSACTIONS, AND CONSUMMATE CERTAIN MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS. THE SENIOR NOTES DUE 2018, 2025, 2032, 2037 AND 2040 ARE REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

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

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

5.       EQUITY:

THE EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 IS PRESENTED AS FOLLOWS:

   
2012
   
2011
 
NOMINAL
  Ps. 2,494,410     Ps.  2,525,818  
CUMULATIVE INFLATION ADJUSTMENT (A)
    2,483,716       2,514,990  
TOTAL CAPITAL STOCK
  Ps.  4,978,126     Ps.  5,040,808  
ADDITIONAL PAID-IN CAPITAL
    15,889,819       15,889,819  
RETAINED EARNINGS
    42,356,393       38,826,688  
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
    1,542,625       1,323,643  
SHARES REPURCHASED
    (13,303,444 )     (15,971,710 )
NET INCOME FOR THE PERIOD
    5,762,560       6,665,936  
EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY
  Ps.  57,226,079     Ps.  51,775,184  
  
            (A) ADJUSTMENT TO RECOGNIZE THE  EFFECTS OF INFLATION IN CAPITAL STOCK  THROUGH DECEMBER 31, 1997, IN ACCORDANCE WITH IFRS.

ON APRIL 27, 2012, THE COMPANY’S STOCKHOLDERS APPROVED (I)  THE PAYMENT OF A DIVIDEND FOR AN AGGREGATE AMOUNT OF UP TO PS.1,097,800, WHICH CONSISTED OF PS.0.35 PER CPO AND PS.0.002991452991 PER SHARE, NOT IN THE FORM OF A CPO, WHICH WAS PAID IN CASH IN MAY 2012 IN THE AGGREGATE AMOUNT OF PS.1,002,692; AND  (II) THE CANCELLATION OF 4,563.5 MILLION SHARES OF CAPITAL STOCK IN THE FORM OF 39 MILLION CPOS, WHICH WERE REPURCHASED BY THE COMPANY IN 2009, 2010 AND 2011.

AS OF SEPTEMBER 30, 2012, THE NUMBER OF SHARES ISSUED, REPURCHASED AND OUTSTANDING IS PRESENTED AS FOLLOWS:
        
   
 
 ISSUED
 
 
REPURCHASED
 
 
OUTSTANDING
 
SERIES “A” SHARES
 
123,273,961,425
 
9,670,694,183
 
113,603,267,242
 
SERIES “B” SHARES
 
58,982,873,976
 
6,252,274,099
 
52,730,599,877
 
SERIES “D” SHARES
 
90,086,525,865
 
6,196,993,374
 
83,889,532,491
 
SERIES “L” SHARES
 
90,086,525,865
 
6,196,993,374
 
83,889,532,491
 
   
362,429,887,131
 
28,316,955,030
 
334,112,932,101
 
 
AS OF SEPTEMBER 30, 2012, THE COMPANY’S SHARES REPURCHASED BY THE COMPANY AND THE COMPANY’S SHARES HELD BY A SPECIAL TRUST IN CONNECTION WITH THE COMPANY’S STOCK PURCHASE PLAN AND THE LONG-TERM RETENTION PLAN ARE PRESENTED AS A CHARGE TO THE EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY, AS FOLLOWS:

   
SERIES “A”, “B”, “D”, AND “L” SHARES
       
   
 
IN THE FORM
OF CPOS
   
NOT IN THE
FORM OF
CPOS
   
 
 
TOTAL
   
 
 
NET COST
 
REPURCHASE PROGRAM (1)
    -       -       -     Ps. -  
 
HELD BY A COMPANY TRUST  (2)
 
    20,715,663,384       7,601,291,646       28,316,955,030       11,683,102  
ADVANCES FOR ACQUISITION OF SHARES (3)
    -       -       -       1,620,342  
      20,715,663,384       7,601,291,646       28,316,955,030     Ps. 13,303,444  

(1)  
DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2012, THE COMPANY DID NOT REPURCHASE ANY SHARES OF THE COMPANY IN THE FORM OF CPOS.
(2)  
DURING THE FIRST HALF OF 2012, THE COMPANY RELEASED (I) 330,154,110 SHARES IN THE FORM OF 2,821,830 CPOS, IN THE AMOUNT OF PS.36,966, IN CONNECTION WITH THE STOCK PURCHASE PLAN; (II) 2,692,361,295 SHARES, IN THE FORM OF 23,011,635 CPOS, AND 380,394,027 SHARES SERIES “A”, IN THE AGGREGATE AMOUNT OF PS.656,146, IN CONNECTION WITH THE LONG-TERM RETENTION PLAN.  ADDITIONALLY, DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2012, THIS TRUST ACQUIRED 152,100,000 SHARES OF THE COMPANY, IN THE FORM OF 1,300,000 CPOS, IN THE AMOUNT OF PS.74,241.
(3)  
IN CONNECTION WITH THE COMPANY’S STOCK PURCHASE PLAN AND THE LONG-TERM RETENTION PLAN.

THE GROUP ACCRUED IN EQUITY ATTRIBUTABLE TO STOCKHOLDERS OF THE COMPANY A SHARE-BASED COMPENSATION EXPENSE OF PS.472,047 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012, WHICH AMOUNT WAS REFLECTED IN CONSOLIDATED OPERATING INCOME AS ADMINISTRATIVE EXPENSE.
 
6.         RESERVE FOR REPURCHASE OF SHARES:

NO RESERVE FOR REPURCHASE OF SHARES WAS OUTSTANDING AS OF SEPTEMBER 30, 2012.

IN ACCORDANCE WITH THE MEXICAN SECURITIES LAW, ANY AMOUNT OF SHARES REPURCHASED AND HELD BY THE COMPANY SHOULD BE RECOGNIZED AS A CHARGE TO STOCKHOLDERS' EQUITY, AND ANY CANCELLATION OF SHARES REPURCHASED SHOULD BE RECOGNIZED AS A REDUCTION OF THE COMPANY'S CAPITAL STOCK ISSUED FOR AN AMOUNT PROPORTIONATE TO THE SHARES CANCELLED.

7.         FINANCE EXPENSES, NET:

FINANCE EXPENSE, NET FOR THE NINE MONTHS ENDED SEPTEMBER 30 CONSISTED OF:

   
2012
   
2011
 
INTEREST EXPENSE
  Ps. 3,226,887     Ps. 3,027,154  
INTEREST INCOME
    (721,031 )     (724,952 )
FOREIGN EXCHANGE (GAIN) LOSS, NET
    (13,572 )     389,370  
OTHER FINANCE EXPENSE, NET (1)
    840,547       969,715  
    Ps. 3,332,831     Ps. 3,661,287  
                 
(1)  
OTHER FINANCE EXPENSE, NET, CONSISTED PRIMARILY OF (GAIN) OR LOSS FROM DERIVATIVE FINANCIAL INSTRUMENTS, INCLUDING A NON-CASH (GAIN) LOSS IN FAIR VALUE FROM AN EMBEDDED DERIVATIVE IN A HOST CONTRACT RELATED TO THE GROUP’S INVESTMENT IN CONVERTIBLE DEBENTURES OF BMP, THE PARENT COMPANY OF UNIVISION, IN THE AMOUNT OF PS.(194,480) AND PS.611,100 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011, RESPECTIVELY. ALSO, IN THE NINE MONTHS ENDED SEPTEMBER 30, 2012, OTHER FINANCE EXPENSE, NET, INCLUDED A NON-CASH CHARGE IN THE AMOUNT OF PS.933,000 RELATED TO THE RECYCLING FROM ACCUMULATED OTHER COMPREHENSIVE INCOME, NET, OF CUMULATIVE   CHANGES IN FAIR VALUE OF EQUITY FINANCIAL INSTRUMENTS AVAILABLE FOR SALE IN CONNECTION WITH THE GROUP’S CONVERSION OF CONVERTIBLE DEBENTURES ISSUED BY GSF TELECOM HOLDINGS, S.A.P.I. DE C.V. (“GSF”), THE PARENT COMPANY OF GRUPO IUSACELL, S.A. DE C.V.  (“IUSACELL”), INTO SHARES OF COMMON STOCK OF GSF.
 
8.         DEFERRED TAXES:
 
THE DEFERRED INCOME TAX ASSET AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 WAS DERIVED FROM:

   
2012
   
2011
 
ASSETS:
           
ACCRUED LIABILITIES
  Ps. 581,280     Ps. 647,415  
GOODWILL
    1,483,467       1,483,467  
TAX LOSS CARRYFORWARDS
    747,372       747,372  
ALLOWANCE FOR DOUBTFUL ACCOUNTS
    592,609       570,319  
CUSTOMER ADVANCES
    1,386,262       1,638,868  
OPTIONS
    987,459       741,331  
OTHER ITEMS
    353,767       178,679  
LIABILITIES:
               
INVENTORIES
    (127,152 )     (394,312 )
PROPERTY, PLANT AND EQUIPMENT, NET
    (452,188 )     (736,013 )
OTHER ITEMS
    (1,097,951 )     (1,352,327 )
DEFERRED INCOME TAX OF MEXICAN COMPANIES
    4,454,925       3,524,799  
DEFERRED TAX OF FOREIGN SUBSIDIARIES
    455,375       462,865  
ASSETS TAX
    1,054,789       1,088,485  
VALUATION ALLOWANCE
    (4,255,193 )     (4,288,889 )
FLAT RATE BUSINESS TAX
    (335,375 )     (335,375 )
DEFERRED TAX ASSET
  Ps. 1,374,521     Ps. 451,885  
 
THE EFECTS OF INCOME TAX PAYABLE AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011, IN CONNECTION WITH THE 2010 MEXICAN TAX REFORM, ARE AS FOLLOWS:

   
2012
   
2011
 
TAX LOSSES OF SUBSIDIARIES, NET
  Ps. 321,079     Ps. 188,246  
DIVIDENDS DISTRIBUTED AMONG THE GROUP´S ENTITIES
    -       278,557  
      321,079       466,803  
LESS: CURRENT PORTION
    82,960       167,724  
NON-CURRENT PORTION
  Ps. 238,119     Ps. 299,079  
 
9.         DISCONTINUED OPERATIONS:

NO DISCONTINUED OPERATIONS WERE RECOGNIZED IN INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011.
 
10.       SEASONALITY AND QUARTERLY NET RESULTS:

THE GROUP’S RESULTS OF OPERATIONS ARE SEASONAL. THE GROUP TYPICALLY RECOGNIZES A LARGE PERCENTAGE OF ITS OVERALL ADVERTISING NET SALES IN THE FOURTH QUARTER OF THE YEAR IN CONNECTION WITH THE HOLIDAY SHOPPING SEASON. IN 2010 AND 2011, THE GROUP RECOGNIZED 28.5% AND 29.2% OF ITS ADVERTISING NET SALES IN THE FOURTH QUARTER OF THE YEAR, RESPECTIVELY. THE GROUP’S COSTS, IN CONTRAST TO ITS REVENUES, ARE MORE EVENLY INCURRED THROUGHOUT THE YEAR AND GENERALLY DO NOT CORRELATE TO THE AMOUNT OF ADVERTISING SALES.
 
THE QUARTERLY NET RESULTS FOR THE FOUR QUARTERS ENDED SEPTEMBER 30, 2012 ARE AS FOLLOWS:
 
 
QUARTER
 
 
ACCUMULATED
   
 
QUARTER
   
4TH / 11
  Ps. 6,889,641     Ps. 2,170,133  
(A)
1ST / 12
    1,505,922       1,505,922  
(B)
2ND / 12
    2,902,199       1,396,277  
(B)
3RD / 12
    5,762,560       2,860,361  
(B)
 
(A)  
IN ACCORDANCE WITH MEXICAN FRS
(B)  
IN ACCORDANCE WITH IFRS
 
11.       INFORMATION BY SEGMENTS:
 
INFORMATION BY SEGMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011, IS PRESENTED AS FOLLOWS:
 
   
 
TOTAL REVENUES
   
 
INTERSEGMENT REVENUES
   
 
CONSOLIDATED REVENUES
   
SEGMENT PROFIT (LOSS)
       
2012:
                             
CONTENT
  Ps. 22,665,392     Ps. 528,009     Ps. 22,137,383     Ps. 10,603,377        
PUBLISHING
    2,452,643       46,089       2,406,554       312,080        
SKY
    10,654,866       56,737       10,598,129       4,953,625        
CABLE AND TELECOM
    11,533,410       45,165       11,488,245       4,233,643        
OTHER BUSINESSES
    3,150,853       283,211       2,867,642       168,564        
SEGMENT TOTALS
    50,457,164       959,211       49,497,953       20,271,289        
RECONCILIATION TO CONSOLIDATED
AMOUNTS:
                                     
ELIMINATIONS AND CORPORATE EXPENSES
    (959,211 )     (959,211 )     -       (847,459 )      
DEPRECIATION AND AMORTIZATION EXPENSE
    -       -       -       (6,174,626 )      
CONSOLIDATED TOTAL BEFORE OTHER EXPENSE
    49,497,953       -       49,497,953       13,249,204    (1)      
OTHER EXPENSE, NET
    -       -       -       (433,281 )        
CONSOLIDATED TOTAL
  Ps. 49,497,953     Ps. -     Ps. 49,497,953     Ps. 12,815,923    (2)      
                                         
2011:
                                       
CONTENT
  Ps. 20,946,987     Ps. 632,197     Ps. 20,314,790     Ps. 9,688,273          
PUBLISHING
    2,216,365       50,484       2,165,881       294,616          
SKY
    9,283,013       32,559       9,250,454       4,379,655          
CABLE AND TELECOM
    9,957,208       28,594       9,928,614       3,377,589          
OTHER BUSINESSES
    2,796,747       167,715       2,629,032       (44,405 )        
SEGMENT TOTALS
    45,200,320       911,549       44,288,771       17,695,728          
RECONCILIATION TO CONSOLIDATED
AMOUNTS:
                                       
ELIMINATIONS AND CORPORATE EXPENSES
    (911,549 )     (911,549 )     -       (803,636 )        
DEPRECIATION AND AMORTIZATION EXPENSE
    -       -       -       (5,388,008 )        
CONSOLIDATED TOTAL BEFORE OTHER EXPENSE
    44,288,771       -       44,288,771       11,504,084   (1)       
OTHER EXPENSE, NET
    -       -       -       (375,872 )        
CONSOLIDATED TOTAL
  Ps. 44,288,771     Ps. -     Ps. 44,288,771     Ps. 11,128,212    (2)      

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

12.       INVESTMENT IN A JOINTLY CONTROLLED ENTITY:
 
IN APRIL 2011, THE COMPANY AGREED TO MAKE, THROUGH A WHOLLY-OWNED SUBSIDIARY,  AN INVESTMENT INTENDED TO HOLD A 50% EQUITY STAKE IN GSF, THE PARENT COMPANY OF IUSACELL, WHICH CONSISTED OF (I) U.S.$37.5 MILLION (PS.442,001) IN 1.093875% OF THE OUTSTANDING SHARES OF COMMON STOCK OF GSF; AND (II) U.S.$1,565 MILLION (PS.19,229,056) IN UNSECURED  DEBENTURES ISSUED BY GSF THAT ARE MANDATORILY CONVERTIBLE INTO SHARES OF STOCK OF GSF, SUBJECT TO REGULATORY APPROVAL AND OTHER CUSTOMARY CLOSING CONDITIONS. IN CONNECTION WITH THIS INVESTMENT, THE GROUP MADE CASH PAYMENTS IN THE PERIOD FROM APRIL THROUGH OCTOBER 2011 IN THE AGGREGATE AMOUNT OF U.S.$1,602.5 MILLION (PS.19,671,057). IUSACELL IS A PROVIDER OF TELECOMMUNICATIONS SERVICES, PRIMARILY ENGAGED IN PROVIDING MOBILE SERVICES THROUGHOUT MEXICO.  IN ADDITION, THE COMPANY AGREED TO MAKE AN ADDITIONAL PAYMENT OF U.S.$400 MILLION TO GSF IF CUMULATIVE EBITDA, AS DEFINED, REACHES U.S.$3,472 MILLION AT ANY TIME BETWEEN 2011 AND 2015. IN JUNE 2012, (I) THE MEXICAN ANTITRUST COMMISSION APPROVED, SUBJECT TO THE ACCEPTANCE OF CERTAIN CONDITIONS, THE CONVERSION BY THE GROUP OF THE DEBENTURES ISSUED BY GSF INTO COMMON STOCK OF GFS; AND (II) THE GROUP  ACCEPTED THE CONDITIONS ESTABLISHED BY THE MEXICAN ANTITRUST COMMISSION AND CONVERTED THE DEBENTURES ISSUED BY GSF INTO COMMON STOCK OF GSF. UPON CONVERSION OF THE DEBENTURES, THE EQUITY PARTICIPATION OF THE GROUP IN GSF IS 50%, AND THE GROUP SHARES EQUAL GOVERNANCE RIGHTS WITH THE OTHER OWNER OF THIS JOINTLY CONTROLLED ENTITY.

AS OF JUNE 30, 2012, THE GROUP RECOGNIZED AT FAIR VALUE ITS 50% INTEREST IN GSF IN THE AMOUNT OF PS.18,738,057, AND BEGAN TO ACCOUNT FOR ITS INVESTMENT IN THIS JOINT VENTURE BY USING THE EQUITY METHOD.
 
13.       OTHER TRANSACTIONS:

IN MARCH 2010, SKY REACHED AN AGREEMENT WITH A SUBSIDIARY OF INTELSAT TO LEASE 24 TRANSPONDERS ON INTELSAT IS-21 SATELLITE, WHICH WILL BE MAINLY USED FOR SIGNAL RECEPTION AND RETRANSMISSION SERVICES OVER THE SATELLITE’S ESTIMATED 15-YEAR SERVICE LIFE. IS-21 INTENDS TO REPLACE INTELSAT IS-9 AS SKY’S PRIMARY TRANSMISSION SATELLITE AND IS CURRENTLY EXPECTED TO START SERVICE IN THE THIRD QUARTER OF 2012. THE LEASE AGREEMENT FOR 24 TRANSPONDERS ON IS-21 CONTEMPLATES A MONTHLY PAYMENT OF U.S.$3.0 MILLION TO BE PAID BY SKY BEGINNING IN THE LAST QUARTER OF 2012. IN OCTOBER 2012, THE GROUP RECOGNIZED THIS AGREEMENT AS A FINANCE LEASE OBLIGATION IN THE NET AMOUNT OF U.S.$326.3 MILLION.

IN THE NINE MONTHS ENDED SEPTEMBER 30, 2012, CERTAIN COMPANIES OF THE SKY, PUBLISHING AND OTHER BUSINESSES SEGMENTS PAID A DIVIDEND TO THEIR EQUITY OWNERS IN THE AGGREGATE AMOUNT OF PS.500,000, PS.35,227 AND PS.135,000, RESPECTIVELY, OF WHICH PS.206,667, PS.17,613 AND PS.67,500, RESPECTIVELY, WERE PAID TO THEIR NON-CONTROLLING EQUITY OWNERS.

IN APRIL 2012, THE COMPANY REPAID AT ITS MATURITY AN OUTSTANDING BANK LOAN IN THE PRINCIPAL AMOUNT OF PS.1,000,000.
 
IN THE NINE MONTHS ENDED SEPTEMBER 30, 2012, ROYALTY REVENUE FROM UNIVISION AND INTEREST INCOME FROM BMP AMOUNTED TO PS.2,382,231 AND PS.166,572, RESPECTIVELY.

14.      TRANSITION TO IFRS:
 
THE EFFECT OF THE GROUP’S TRANSITION TO IFRS IS SUMMARIZED BELOW. THE GROUP’S CONSOLIDATED ASSETS, LIABILITIES AND EQUITY UNDER MEXICAN FRS WERE FIRST ADJUSTED AT JANUARY 1, 2011, THE TRANSITION DATE, FOR THE PRINCIPAL DIFFERENCES BETWEEN MEXICAN FRS AND IFRS, AND THE ADJUSTED AMOUNTS BECAME THE IFRS ACCOUNTING BASIS FOR PERIODS BEGINNING ON JANUARY 1, 2011, AND FOR SUBSEQUENT PERIODS.

RECONCILIATION OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2011 AS PREVIOUSLY REPORTED UNDER MEXICAN FRS TO IFRS:

   
 
EXPLANATORY NOTES
   
AMOUNTS UNDER MEXICAN FRS AT DECEMBER 31, 2011
   
 
 
ADJUSTMENTS
   
AMOUNTS UNDER IFRS AT DECEMBER 31, 2011
 
ASSETS
                       
CURRENT ASSETS:
                       
CASH AND   CASH EQUIVALENTS
        Ps. 16,275,924     Ps.     Ps. 16,275,924  
TEMPORARY INVESTMENTS
          5,422,563             5,422,563  
TRADE NOTES AND ACCOUNTS RECEIVABLE, NET
          19,243,712             19,243,712  
OTHER ACCOUNTS AND NOTES RECEIVABLE, NET
          2,458,802             2,458,802  
DERIVATIVE FINANCIAL INSTRUMENTS
          99,737             99,737  
DUE FROM AFFILIATED COMPANIES
          450,064             450,064  
TRANSMISSION RIGHTS AND PROGRAMMING
          4,178,945             4,178,945  
INVENTORIES, NET
          1,383,822             1,383,822  
OTHER CURRENT ASSETS
          1,146,189             1,146,189  
TOTAL CURRENT ASSETS
          50,659,758             50,659,758  
NON-CURRENT ASSETS:
                           
NON-CURRENT ACCOUNTS RECEIVABLE
          253,795             253,795  
DERIVATIVE FINANCIAL INSTRUMENTS
          45,272             45,272  
TRANSMISSION RIGHTS AND PROGRAMMING
    A       6,832,527       (39,376 )     6,793,151  
INVESTMENTS
    B, C       43,407,790       612,715       44,020,505  
PROPERTY, PLANT AND EQUIPMENT, NET
    B, D, E       41,498,967       (624,081 )     40,874,886  
INTANGIBLE ASSETS, NET
    A, B, E, F       11,861,380       (1,187,449 )     10,673,931  
PLAN ASSETS IN EXCESS OF EMPLOYEE BENEFIT OBLIGATIONS
    I       -       105,090       105,090  
DEFERRED INCOME TAXES
    H       410,893       40,992       451,885  
OTHER ASSETS
            91,018               91,018  
TOTAL ASSETS
          Ps. 155,061,400     Ps. (1,092,109 )   Ps. 153,969,291  
LIABILITIES AND EQUITY
                               
CURRENT LIABILITIES:
                               
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT, NET
    F     Ps.  1,170,000     Ps. (128 )   Ps. 1,169,872  
CURRENT PORTION OF CAPITAL LEASE OBLIGATIONS
            381,891               381,891  
TRADE ACCOUNTS PAYABLE
            7,687,518               7,687,518  
CUSTOMER DEPOSITS AND ADVANCES
            20,926,324               20,926,324  
TAXES PAYABLE
            1,388,242               1,388,242  
ACCRUED INTEREST
            792,645               792,645  
EMPLOYEE BENEFITS
            252,492               252,492  
DUE AFFILIATED COMPANIES
            43,089               43,089  
OTHER ACCRUED LIABILITIES
            3,359,911               3,359,911  
TOTAL CURRENT LIABILITIES
            36,002,112       (128 )     36,001,984  
NON-CURRENT LIABILITIES:
                               
LONG-TERM DEBT, NET
    F       55,657,000       (862,086 )     54,794,914  
CAPITAL LEASE OBLIGATIONS
            201,844               201,844  
DERIVATIVE FINANCIAL INSTRUMENTS
            310,604               310,604  
CUSTOMER DEPOSITS AND ADVANCES
            460,000               460,000  
OTHER LONG-TERM LIABILITIES
    G       3,047,487       63,083       3,110,570  
RETIREMENT AND TERMINATION BENEFITS
    I       525,868       (525,868 )     -  
TOTAL LIABILITIES
            96,204,915       (1,324,999 )     94,879,916  
EQUITY
                               
CAPITAL STOCK ISSUED, NO PAR VALUE
    J       10,238,885       (5,198,077 )     5,040,808  
ADDITIONAL PAID-IN CAPITAL
    J       16,593,239       (703,420 )     15,889,819  
LEGAL RESERVE
            2,139,007               2,139,007  
UNAPPROPRIATED EARNINGS
 
A, B, D, H, I, J, K
      28,596,239       8,091,442       36,687,681  
NET INCOME FOR THE PERIOD
            6,889,641       (223,705 )     6,665,936  
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
    C, K       3,174,521       (1,850,878 )     1,323,643  
SHARE REPURCHASED
            (15,971,710 )             (15,971,710 )
TOTAL CONTROLLING INTEREST
            51,659,822       115,362       51,775,184  
NON-CONTROLLING INTEREST
    E       7,196,663       117,528       7,314,191  
TOTAL EQUITY
            58,856,485       232,890       59,089,375  
TOTAL LIABILITIES AND EQUITY
          Ps. 155,061,400     Ps. (1,092,109 )   Ps. 153,969,291  
 
RECONCILIATION OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF JANUARY 1, 2011, AS PREVIOUSLY REPORTED UNDER MEXICAN FRS TO IFRS:
 
   
 
EXPLANATORY NOTES
   
AMOUNTS UNDER MEXICAN FRS AT JANUARY 1, 2011
   
 
 
ADJUSTMENTS
   
AMOUNTS UNDER IFRS AT JANUARY 1, 2011
 
ASSETS
                       
CURRENT ASSETS:
                       
CASH AND CASH  EQUIVALENTS
        Ps. 20,942,531     Ps.     Ps. 20,942,531  
TEMPORARY INVESTMENTS
          10,446,840             10,446,840  
TRADE NOTES AND ACCOUNTS RECEIVABLE, NET
          17,701,125             17,701,125  
OTHER ACCOUNTS AND NOTES RECEIVABLE, NET
          4,112,470             4,112,470  
DUE FROM AFFILIATED COMPANIES
          196,310             196,310  
TRANSMISION RIGHTS AND PROGRAMMING
          4,004,415             4,004,415  
INVENTORIES, NET
          1,254,536             1,254,536  
OTHER CURRENT ASSETS
          1,117,740             1,117,740  
TOTAL CURRENT ASSETS
          59,775,967             59,775,967  
NON-CURRENT ASSETS:
                           
NON-CURRENT ACCOUNTS RECEIVABLE
          67,763             67,763  
DERIVATIVE FINANCIAL INSTRUMENTS
          189,400             189,400  
TRANSMISSION RIGHTS AND PROGRAMMING
    A       5,627,602       (48,105 )     5,579,497  
INVESTMENTS
    B, C       21,837,453       (79,635 )     21,757,818  
PROPERTY, PLANT AND EQUIPMENT, NET
    B, D, E       38,651,847       (1,019,469 )     37,632,378  
INTANGIBLE ASSETS, NET
    A, E, F       10,241,007       929,029       11,170,036  
PLAN ASSETS IN EXCESS OF EMPLOYEE BENEFIT OBLIGATIONS
    I       -       170,585       170,585  
OTHER ASSETS
            79,588               79,588  
TOTAL ASSETS
          Ps. 136,470,627     Ps. (47,595 )   Ps. 136,423,032  
LIABILITIES AND EQUITY
                               
CURRENT LIABILITIES:
                               
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT, NET
    F     Ps. 1,469,142     Ps. (652 )   Ps. 1,468,490  
CURRENT PORTION OF CAPITAL LEASE OBLIGATIONS
            280,137               280,137  
TRADE ACCOUNTS PAYABLE
            7,472,253               7,472,253  
CUSTOMER DEPOSITS AND ADVANCES
            18,587,871               18,587,871  
TAXES PAYABLE
            1,443,887               1,443,887  
ACCRUED INTEREST
            750,743               750,743  
EMPLOYEE BENEFITS
            199,638               199,638  
DUE AFFILIATED COMPANIES
            48,753               48,753  
 DERIVATIVE FINANCIAL INSTRUMENTS
            74,329               74,329  
OTHER ACCRUED LIABILITIES
            2,982,309               2,982,309  
TOTAL CURRENT LIABILITIES
            33,309,062       (652 )     33,308,410  
NON-CURRENT LIABILITIES:
                               
LONG-TERM DEBT, NET
    F       46,495,660       (915,987 )     45,579,673  
CAPITAL LEASE OBLIGATIONS
            349,674               349,674  
DERIVATIVE FINANCIAL INSTRUMENTS
            103,528               103,528  
CUSTOMER DEPOSITS AND ADVANCES
            495,508               495,508  
OTHER LONG-TERM LIABILITIES
    G       3,027,766       69,000       3,096,766  
DEFERRED INCOME TAXES
    H       401,525       (205,598 )     195,927  
RETIREMENT AND TERMINATION BENEFITS
    I       430,143       (430,143 )     -  
TOTAL LIABILITIES
            84,612,866       (1,483,380 )     83,129,486  
EQUITY
                               
CAPITAL STOCK ISSUED, NO PAR VALUE
    J       10,019,859       (5,136,077 )     4,883,782  
ADDITIONAL PAID-IN CAPITAL
    J       4,547,944       (703,420 )     3,844,524  
LEGAL RESERVE
            2,135,423               2,135,423  
UNAPPROPRIATED EARNINGS
 
A, B, D, H, I, J, K
      31,266,773       8,144,403       39,411,176  
NET INCOME FOR THE PERIOD
            -               -  
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
    C, K       3,251,109       (2,704,574 )     546,535  
SHARE REPURCHASED
            (6,156,625 )             (6,156,625 )
TOTAL CONTROLLING INTEREST
            45,064,483       (399,668 )     44,664,815  
NON-CONTROLLING INTEREST
    E       6,793,278       1,835,453       8,628,731  
TOTAL EQUITY
            51,857,761       1,435,785       53,293,546  
TOTAL LIABILITIES AND EQUITY
          Ps. 136,470,627     Ps. (47,595 )   Ps. 136,423,032  
 
 
RECONCILIATION OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2011, AS PREVIOUSLY REPORTED UNDER MEXICAN FRS TO IFRS:
 
   
 
EXPLANATORY NOTES
   
AMOUNTS UNDER MEXICAN FRS AT SEPTEMBER 30, 2011
   
 
 
ADJUSTMENTS
   
AMOUNTS UNDER IFRS AT SEPTEMBER 30, 2011
 
ASSETS
                       
CURRENT ASSETS:
                       
CASH AND CASH  EQUIVALENTS
        Ps. 17,154,163     Ps.     Ps. 17,154,163  
TEMPORARY INVESTMENTS
          6,017,038             6,017,038  
TRADE NOTES AND ACCOUNTS RECEIVABLE, NET
          10,664,266             10,664,266  
OTHER ACCOUNTS AND NOTES RECEIVABLE, NET
          3,962,002             3,962,002  
DERIVATIVE FINANCIAL INSTRUMENTS
          135,713             135,713  
DUE FROM AFFILIATED COMPANIES
          568,374             568,374  
TRANSMISION RIGHTS AND PROGRAMMING
          4,158,045             4,158,045  
INVENTORIES, NET
          1,303,688             1,303,688  
OTHER CURRENT ASSETS
          1,488,345             1,488,345  
TOTAL CURRENT ASSETS
          45,451,634             45,451,634  
NON-CURRENT ASSETS:
                           
NON-CURRENT ACCOUNTS RECEIVABLE
          71,424             71,424  
TRANSMISSION RIGHTS AND PROGRAMMING
    A       6,564,232       (41,260 )     6,522,972  
INVESTMENTS
    B, C       40,599,339       1,261,945       41,861,284  
PROPERTY, PLANT AND EQUIPMENT, NET
    B, D, E       39,730,360       (642,444 )     39,087,916  
INTANGIBLE ASSETS, NET
    A, B, E, F       11,970,045       (1,203,408 )     10,766,637  
PLAN ASSETS IN EXCESS OF EMPLOYEE BENEFIT OBLIGATIONS
    I       -       137,564       137,564  
DEFERRED INCOME TAXES
    H       -       276,273       276,273  
OTHER ASSETS
            86,350               86,350  
TOTAL ASSETS
          Ps. 144,473,384     Ps. (211,330 )   Ps. 144,262,054  
LIABILITIES AND EQUITY
                               
CURRENT LIABILITIES:
                               
SHORT-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT, NET
    F     Ps. 1,170,000     Ps. (252 )   Ps. 1,169,748  
CURRENT PORTION OF CAPITAL LEASE OBLIGATIONS
            403,045               403,045  
TRADE ACCOUNTS PAYABLE
            7,437,905               7,437,905  
CUSTOMER DEPOSITS AND ADVANCES
            9,306,723               9,306,723  
TAXES PAYABLE
            1,172,260               1,172,260  
ACCRUED INTEREST
            813,301               813,301  
EMPLOYEE BENEFITS
            489,292               489,292  
DUE AFFILIATED COMPANIES
            55,766               55,766  
OTHER ACCRUED LIABILITIES
            9,421,431               9,421,431  
TOTAL CURRENT LIABILITIES
            30,269,723       (252 )     30,269,471  
NON-CURRENT LIABILITIES:
                               
LONG-TERM DEBT, NET
    F       55,476,800       (891,156 )     54,585,644  
CAPITAL LEASE OBLIGATIONS
            236,728               236,728  
DERIVATIVE FINANCIAL INSTRUMENTS
            324,628               324,628  
CUSTOMER DEPOSITS AND ADVANCES
            563,508               563,508  
OTHER LONG-TERM LIABILITIES
    G       2,862,367       63,819       2,926,186  
DEFERRED INCOME TAXES
    H       168,501       (168,501 )     -  
RETIREMENT AND TERMINATION BENEFITS
    I       534,371       (534,371 )     -  
TOTAL LIABILITIES
            90,436,626       (1,530,461 )     88,906,165  
EQUITY
                               
CAPITAL STOCK ISSUED, NO PAR VALUE
    J       10,118,099       (5,198,077 )     4,920,022  
ADDITIONAL PAID-IN CAPITAL
    J       6,214,096       (703,420 )     5,510,676  
LEGAL RESERVE
            2,139,007               2,139,007  
UNAPPROPRIATED EARNINGS
 
A, B, D, H, I, J, K
      29,193,866       8,092,415       37,286,281  
NET INCOME FOR THE PERIOD
            4,719,508       (255,384 )     4,464,124  
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
    C, K       1,075,222       (734,668 )     340,554  
SHARE REPURCHASED
            (6,230,334 )             (6,230,334 )
TOTAL CONTROLLING INTEREST
            47,229,464       1,200,866       48,430,330  
NON-CONTROLLING INTEREST
    E       6,807,294       118,265       6,925,559  
TOTAL EQUITY
            54,036,758       1,319,131       55,355,889  
TOTAL LIABILITIES AND EQUITY
          Ps.  144,473,384     Ps. (211,330 )   Ps. 144,262,054  
 
RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2011, AS PREVIOUSLY REPORTED UNDER MEXICAN FRS TO IFRS:
 
   
 
 
EXPLANATORY NOTES
   
 
AMOUNTS UNDER MEXICAN FRS
   
 
 
ADJUSTMENTS AND RECLASSIFICATIONS
   
 
 
AMOUNTS UNDER IFRS
 
NET SALES
        Ps. 62,581,541     Ps.     Ps. 62,581,541  
COST OF SALES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       28,166,280       (33,571 )     28,132,709  
SELLING EXPENSES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       4,972,866       (57 )     4,972,809  
ADMINISTRATIVE EXPENSES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       5,190,621       56,513       5,247,134  
DEPRECIATION AND AMORTIZATION
    A, D       7,429,728       (68,176 )     7,361,552  
INCOME BEFORE OTHER EXPENSE
            16,822,046       45,291       16,867,337  
OTHER EXPENSE, NET
            (639,966 )     46,305       (593,661 )
OPERATING INCOME
            16,182,080       91,596       16,273,676  
FINANCE EXPENSE, NET
    C, K       (4,142,749 )     (498,227 )     (4,640,976 )
EQUITY IN (LOSSES) INCOME OF AFFILIATES, NET
            (449,439 )     121       (449,318 )
INCOME BEFORE INCOME TAXES
            11,589,892       (406,510 )     11,183,382  
INCOME TAXES
    C, H       3,409,751       (183,684 )     3,226,067  
NET INCOME
          Ps. 8,180,141     Ps. (222,826 )   Ps. 7,957,315  
                                 
                                 
NET INCOME ATTRIBUTABLE TO:
                               
CONTROLLING INTEREST
          Ps. 6,889,641     Ps. (223,705 )   Ps. 6,665,936  
NON-CONTROLLING INTEREST
            1,290,500       879       1,291,379  
            Ps. 8,180,141     Ps. (222,826 )   Ps. 7,957,315  
 
RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011, AS PREVIOUSLY REPORTED UNDER MEXICAN FRS TO IFRS:
 
   
 
 
EXPLANATORY NOTES
   
 
AMOUNTS UNDER MEXICAN FRS
   
 
 
ADJUSTMENTS AND RECLASSIFICATIONS
   
 
 
AMOUNTS UNDER IFRS
 
NET SALES
        Ps. 15,963,451     Ps.     Ps. 15,963,451  
COST OF SALES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       6,943,016       (33,534 )     6,909,482  
SELLING EXPENSES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       1,254,434       (239 )     1,254,195  
ADMINISTRATIVE EXPENSES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       1,286,682       5,288       1,291,970  
DEPRECIATION AND AMORTIZATION
    A, D       1,841,188       (11,413 )     1,829,775  
INCOME BEFORE OTHER EXPENSE
            4,638,131       39,898       4,678,029  
OTHER EXPENSE, NET
            (200,799 )     1,242       (199,557 )
OPERATING INCOME
            4,437,332       41,140       4,478,472  
FINANCE EXPENSE, NET
    C, K       (1,316,329 )     (69,816 )     (1,386,145 )
EQUITY IN (LOSSES) INCOME OF AFFILIATES, NET
            (86,529 )     (221 )     (86,750 )
INCOME BEFORE INCOME TAXES
            3,034,474       (28,897 )     3,005,577  
INCOME TAXES
    C, H       784,429       (6,146 )     778,283  
NET INCOME
          Ps. 2,250,045     Ps. (22,751 )   Ps. 2,227,294  
                                 
                                 
NET INCOME ATTRIBUTABLE TO:
                               
CONTROLLING INTEREST
          Ps. 2,045,148     Ps. (23,256 )   Ps. 2,021,892  
NON-CONTROLLING INTEREST
            204,897       505       205,402  
            Ps. 2,250,045     Ps. (22,751 )   Ps. 2,227,294  

RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011, AS PREVIOUSLY REPORTED UNDER MEXICAN FRS TO IFRS:
 
   
 
 
EXPLANATORY NOTES
   
 
AMOUNTS UNDER MEXICAN FRS
   
 
 
ADJUSTMENTS AND RECLASSIFICATIONS
   
 
 
AMOUNTS UNDER IFRS
 
NET SALES
        Ps. 44,288,771     Ps.     Ps. 44,288,771  
COST OF SALES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       20,123,037       (82,554 )     20,040,483  
SELLING EXPENSES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       3,564,742       (1,017 )     3,563,725  
ADMINISTRATIVE EXPENSES (EXCLUDING DEPRECIATION AND AMORTIZATION)
    I       3,777,198       15,273       3,792,471  
DEPRECIATION AND AMORTIZATION
    A, D       5,429,850       (41,842 )     5,388,008  
INCOME BEFORE OTHER EXPENSE
            11,393,944       110,140       11,504,084  
OTHER EXPENSE, NET
            (386,429 )     10,557       (375,872 )
OPERATING INCOME
            11,007,515       120,697       11,128,212  
FINANCE EXPENSE, NET
    C, K       (3,057,922 )     (603,365 )     (3,661,287 )
EQUITY IN (LOSSES) INCOME OF AFFILIATES, NET
            (318,155 )     369       (317,786 )
INCOME BEFORE INCOME TAXES
            7,631,438       (482,299 )     7,149,139  
INCOME TAXES
    C, H       2,006,528       (228,449 )     1,778,079  
NET INCOME
          Ps. 5,624,910     Ps. (253,850 )   Ps. 5,371,060  
                                 
                                 
NET INCOME ATTRIBUTABLE TO:
                               
CONTROLLING INTEREST
          Ps. 4,719,508     Ps. (255,384 )   Ps. 4,464,124  
NON-CONTROLLING INTEREST
            905,402       1,534       906,936  
            Ps. 5,624,910     Ps. (253,850 )   Ps. 5,371,060  
 
EXPLANATORY NOTES TO THE IFRS ADJUSTMENTS


(A) THE EFFECTS OF INFLATION RECOGNIZED BY THE GROUP IN INTANGIBLE ASSETS BETWEEN 1998 (THE FIRST YEAR OF TRANSITION FROM HYPERINFLATION TO INFLATION UNDER IFRS IN THE MEXICAN ECONOMY) AND 2007 (THE LAST YEAR THAT EFFECTS OF INFLATION WERE RECOGNIZED IN THE GROUP’S CONSOLIDATED FINANCIAL STATEMENTS UNDER MEXICAN FRS) AMOUNTED TO AN AGGREGATE OF PS.368,111 AT THE TRANSITION DATE. THIS AGGREGATE ADJUSTMENT WAS REFLECTED IN CONCESSIONS AND LICENSES, TRADEMARKS, TRANSMISSION RIGHTS AND PROGRAMMING, SUBSCRIBER LISTS AND OTHER INTANGIBLE ASSETS AND DEFERRED CHARGES (OTHER THAN GOODWILL). THE RESULTING DECREASED AMORTIZATION EXPENSE OF PS.623 FOR THE YEAR ENDED DECEMBER 31, 2011, AND PS.572 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011, WAS RECOGNIZED IN CONSOLIDATED INCOME. ADJUSTMENTS TO THE CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2011 ARE NET OF ACCUMULATED AMORTIZATION.

(B) THE EFFECTS OF INFLATION RECOGNIZED BY THE GROUP BETWEEN 1998 AND 2007 AS ADJUSTMENTS TO NON-MONETARY ITEMS IN FINANCIAL STATEMENTS OF FOREIGN SUBSIDIARIES AND ASSOCIATES UNDER MEXICAN FRS AMOUNTED TO PS.179,983 AND PS.160,673 AS OF DECEMBER 31 AND JANUARY 1, 2011, RESPECTIVELY.

(C) THE GROUP RECOGNIZED AND MEASURED AT FAIR VALUE AT DECEMBER 31 AND JANUARY 1, 2011 AN EMBEDDED DERIVATIVE IN A HOST CONTRACT RELATED TO ITS INVESTMENT IN BMP CONVERTIBLE DEBENTURES DUE 2025, WHICH WAS NOT SEPARATED UNDER MEXICAN FRS. CHANGES IN FAIR VALUE OF THIS EMBEDDED DERIVATIVE IN THE AMOUNT OF PS.503,200  AND PS.611,100 WERE RECOGNIZED IN THE CONDENSED CONSOLIDATED STATEMENT OF INCOME UNDER IFRS AS OTHER FINANCE EXPENSE, NET, FOR THE YEAR ENDED DECEMBER 31, 2011 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2011, RESPECTIVELY.

(D) IN ACCORDANCE WITH THE PROVISIONS OF IAS 16, PROPERTY, PLANT AND EQUIPMENT, AND THE EXEMPTION ALLOWED BY IFRS 1, FIRST-TIME ADOPTION OF IFRS, THE GROUP RECOGNIZED AS DEEMED COST THE FAIR VALUE OF CERTAIN REAL ESTATE PROPERTY AT JANUARY 1, 2011, AS PROVIDED BY INDEPENDENT APPRAISALS. ACCORDINGLY, THE AMOUNT OF PS.649,278, REFLECTS THE TOTAL ADJUSTMENTS MADE TO THE CARRYING VALUE OF SELECTED LAND AND BUILDINGS OWNED BY THE GROUP TO RECOGNIZE THEIR FAIR VALUE AT THE TRANSITION DATE. THE RESULTING DECREASED DEPRECIATION EXPENSE OF PS.67,553  FOR THE YEAR ENDED DECEMBER 31, 2011, AND PS.41,270  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011, WAS RECOGNIZED IN CONSOLIDATED INCOME. THE ADJUSTMENT TO THE CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2011 IS NET OF ACCUMULATED DEPRECIATION.

(E) IN ACCORDANCE WITH THE PROVISIONS OF IFRS 1, FIRST-TIME ADOPTION OF IFRS, THE GROUP ELECTED TO APPLY, BEGINNING ON JUNE 1, 2008, THE GUIDELINES OF IFRS 3 (AS REVISED IN 2008), BUSINESS COMBINATIONS, AND IAS 27 (AS AMENDED IN 2008), CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS. THE ADJUSTMENT AS OF JANUARY 1, 2011 REFLECTS THE RECOGNITION OF NON-CONTROLLING INTEREST IN ACCORDANCE WITH IFRS 3 (AS REVISED IN 2008). THIS NON-CONTROLLING INTEREST WAS ACQUIRED BY THE CONTROLLING INTEREST IN THE FIRST AND SECOND QUARTER OF 2011. AS A RESULT, NO RELATED ADJUSTMENT IS REFLECTED IN THE CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2011.

(F) DEFERRED FINANCING COSTS CONSISTING PRIMARILY OF FEES AND EXPENSES INCURRED IN CONNECTION WITH THE ISSUANCE OF DEBT IN THE AMOUNT OF PS.862,214, PS.916,639, AND PS.891,408 AS OF DECEMBER 31, JANUARY 1 AND SEPTEMBER 30, 2011, RESPECTIVELY, ARE CLASSIFIED AS PART OF DEBT UNDER IFRS. THESE ITEMS WERE CLASSIFED AS NON-CURRENT ASSETS UNDER MEXICAN FRS.

(G) A LONG-TERM LIABILITY FOR RETIREMENT OF CERTAIN LEASEHOLD IMPROVEMENTS CLASSIFIED IN PROPERTY, PLANT AND EQUIPMENT WAS RECOGNIZED UNDER IFRS IN THE AMOUNT OF PS.62,027, PS.69,000 AND PS.63,819 AS OF DECEMBER 31, JANUARY 1  AND SEPTEMBER 30, 2011, RESPECTIVELY.

(H) THE DEFERRED INCOME TAXES RELATED TO THOSE TEMPORARY DIFFERENCES ARISING FROM IFRS ADJUSTMENTS MADE BY THE GROUP AT DECEMBER 31, JANUARY 1 AND SEPTEMBER 30, 2011, AMOUNTED TO PS.40,992, PS.205,598 AND PS.444,774, RESPECTIVELY, AND ARE PRIMARILY RELATED TO PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS, BENEFITS TO EMPLOYEES AND AVAILABLE-FOR-SALE FINANCIAL ASSETS.

(I) THE AGGREGATE ADJUSTMENTS TO POST-EMPLOYMENT BENEFITS AMOUNTED TO PS.630,958, PS.600,728 AND PS.671,935 AT DECEMBER 31, JANUARY 1 AND SEPTEMBER 30, 2011, RESPECTIVELY. THESE ADJUSTMENTS TO NON-CURRENT EMPLOYEE BENEFITS WERE MADE IN ACCORDANCE WITH THE PROVISIONS OF IAS 19, EMPLOYEE BENEFITS, AND IFRS 1, FIRST-TIME ADOPTION OF IFRS, AND CONSIST PRIMARILY OF (I) THE RECLASSIFICATION TO CONSOLIDATED EQUITY OF THE OUTSTANDING BALANCE OF NET ACTUARIAL GAIN AND THE UNRECOGNIZED PRIOR SERVICE COST FOR TRANSITION LAIBILITY UNDER MEXICAN FRS; AND (II) THE WRITE-OFF OF SEVERANCE INDEMNITIES TO EMPLOYEES ACCRUED UNDER MEXICAN FRS AT JANUARY 1, 2011.

(J) THE ADJUSTMENTS MADE TO CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL OF THE COMPANY AS OF JANUARY 1, 2011, TO ELIMINATE THE EFFECTS OF INFLATION RECOGNIZED UNDER MEXICAN FRS, IN THE AGGREGATE AMOUNT OF PS.5,839,497.

(K) THE ADJUSTMENTS MADE TO ACCUMULATED OTHER COMPREHENSIVE INCOME IN CONSOLIDATED EQUITY AS OF JANUARY 1, 2011, IN CONNECTION WITH THE CUMULATIVE FOREIGN CURRENCY TRANSLATION LOSS IN THE AGGREGATE AMOUNT OF PS.1,370,181, WHICH WAS CLASSIFIED TO RETAINED EARNINGS AT THE TRANSITION DATE, AND THE CHANGES IN FAIR VALUE OF AN EMBEDDED DERIVATIVE IN A HOST CONTRACT, WHICH WERE ACCOUNTED FOR IN 2011 AS OTHER FINANCE EXPENSE, NET, IN THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME UNDER IFRS.

THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME UNDER IFRS INCLUDE   THE PRESENTATION OF OTHER EXPENSE, NET, AS PART OF OPERATING INCOME. UNDER MEXICAN FRS, OTHER EXPENSE, NET WAS PRESENTED AFTER OPERATING INCOME. THEREFORE, THE CONSOLIDATED OPERATING INCOME UNDER IFRS IS NOT DIRECTLY COMPARATIVE WITH CONSOLIDATED OPERATING INCOME PREVIOUSLY REPORTED UNDER MEXICAN FRS.

THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME UNDER IFRS INCLUDE THE PRESENTATION OF OTHER FINANCE EXPENSE, NET, WHICH INCLUDES PRIMARILY INCOME OR EXPENSE FROM DERIVATIVE FINANCIAL INSTRUMENTS. UNDER MEXICAN FRS, INCOME OR EXPENSE FROM DERIVATIVE FINANCIAL INSTRUMENTS WAS PRESENTED AS PART OF INTEREST EXPENSE, INTEREST INCOME OR FOREIGN EXCHANGE GAIN OR LOSS.

THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME UNDER IFRS INCLUDE THE CLASSIFICATION OF THE EMPLOYEES’ PROFIT SHARING AS PART OF OPERATING EXPENSES. UNDER MEXICAN FRS, THE EMPLOYEES’ PROFIT SHARING WAS CLASSIFIED AS PART OF OTHER EXPENSE, NET.

       THE TRANSITION FROM MEXICAN FRS TO IFRS HAD NO SIGNIFICANT IMPACT ON THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2011 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2011.
 
- - - - - - - - - - - -
 
 
 

 
 
INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
CONSOLIDATED
Final Printing
COMPANY NAME 
MAIN ACTIVITIES
NUMBER OF SHARES
% OWNERSHIP
TOTAL AMOUNT
(Thousands of Mexican Pesos)
ACQUISITION COST
BOOK VALUE
ARGOS COMUNICACION, S.A. DE C.V.
OPERATION AND/OR BROADCASTING OF T.V.
34,151,934
33.00
141,932
43,738
BROADCASTING MEDIA PARTNERS, INC
PROMOTION AND/OR DEVELOPMENT OF COMPANIES
842,850
7.99
2,578,376
2,534,072
3
GSF TELECOM HOLDING, S.A.P.I. DE C.V.
WIRELESS AND FIX TELEPHONY
150,000,000
50.00
18,738,057
18,503,007
4
COMUNICABLE, S.A. DE C.V.
CABLE TV TRANSMISSION
2,000
50.00
16,918
27,963
COMUNICABLE DE VALLE HERMOSO, S.A. DE C.V.
CABLE TV TRANSMISSION
2,000
50.00
4,019
3,146
DIBUJOS ANIMADOS MEXICANOSDIAMEX, S.A. DE C.V.
PRODUCTION AND DISTRIBUTION OF ANIMATED CARTOONS
1,735,560
49.00
4,384
843
EDITORIAL CLIO, LIBROS Y VIDEOS,S.A. DE C.V.
PUBLISHING AND PRINTING OF BOOKS AND MAGAZINES
3,227,050
30.00
32,270
9,045
ENDEMOL LATINO, N.A., LLC. 
COMMERCIALIZATION OF TELEVISION PROGRAMMING
1
49.00
6,335
6,311
ENDEMOL MEXICO, S.A. DE C.V. 
COMMERCIALIZATION OF TELEVISION PROGRAMMING
25,000
50.00
25
861
10 
GRUPO TELECOMUNICACIONES DEALTA CAPACIDAD, S.A.P.I.
TELECOM
54,666,667
33.33
427,000
-
11 
OCESA ENTRETENIMIENTO, S.A. DE C.V.
LIVE ENTERTAINMENT IN MEXICO
14,100,000
40.00
1,062,811
829,284
12
OLLIN VFX, S.A. DE C.V.
TELEVISION AND CINEMA PRODUCTION
34
25.30
13,333
13,333
13 
T&V S.A.S. 
COMMERCIALIZATION OF TELEVISION PROGRAMMING
1,849
50.00
312
312
 
TOTAL INVESTMENT IN ASSOCIATES
23,025,772
21,971,915
 
 
OBSERVATIONS:
 
 
 

 
 
CREDITS BREAKDOWN
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
         
AMORTIZATION OF CREDITS DENOMINATED IN PESOS
AMORTIZATION OF CREDITS IN FOREIGN CURRENCY
 
FOREIGN
DATE OF
AMORTIZATION
INTEREST
TIME INTERVAL
TIME INTERVAL
CREDIT TYPE / INSTITUTION
INSTITUTION
CONTRACT
DATE
RATE
CURRENT
UNTIL 1
UNTIL 2
UNTIL 3
UNTIL 4
UNTIL 5
CURRENT
UNTIL 1
UNTIL 2
UNTIL 3
UNTIL 4
UNTIL 5
 
(YES/NOT)
     
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
YEAR
BANKS
                               
FOREIGN TRADE
                               
SECURED
                               
COMMERCIAL BANKS
                               
BANCO NACIONAL DE MÉXICO, S.A.
NO
4/20/2006
4/20/2016
8.74
       
2,100,000
             
BANCO SANTANDER , S.A.
NO
4/21/2006
4/21/2016
TIIE+24
       
1,400,000
             
AF BANREGIO, S.A. DE C.V.
NO
8/23/2010
11/12/2012
7.79
20,000
                     
BANCO MERCANTIL DEL NORTE, S.A.
NO
2/24/2011
2/21/2016
TIIE+2.15
 
155,610
266,760
266,760
610,870
             
BANCO SANTANDER, S.A
NO
3/30/2011
3/30/2016
8.12
       
1,997,200
             
BBVA BANCOMER, S.A.
NO
3/30/2011
3/30/2016
8.095
       
2,496,500
             
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2021
9.40
         
399,150
           
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2021
9.06
       
320
797,980
           
BANCO NACIONAL DE MÉXICO, S.A.
NO
3/25/2011
3/23/2018
8.77
         
399,214
           
HSBC MÉXICO, S.A.
NO
3/28/2011
3/30/2018
TIIE+117.5
       
625,000
1,869,908
           
OTHER
                               
TOTAL BANKS
       
20,000
155,610
266,760
266,760
9,229,890
3,466,252
0
0
0
0
0
0
STOCK MARKET
                               
LISTED STOCK EXCHANGE
                               
UNSECURED
                               
SENIOR NOTES
YES
5/9/2007
5/11/2037
8.93
         
4,482,115
           
SENIOR NOTES
NO
10/14/2010
10/1/2020
7.38
         
9,942,987
           
SENIOR NOTES
YES
5/6/2008
5/15/2018
6.31
                     
6,401,458
SENIOR NOTES
YES
3/18/2005
3/18/2025
6.97
                     
7,248,532
SENIOR NOTES
YES
3/11/2002
3/11/2032
8.94
                     
3,829,259
SENIOR NOTES
YES
11/23/2009
1/15/2040
6.97
                     
7,554,370
SECURED
       
0
0
0
0
0
14,425,102
0
0
0
0
0
25,033,619
PRIVATE PLACEMENTS
                               
UNSECURED
                               
SECURED
                               
TOTAL STOCK MARKET
                               
OTHER CURRENT AND NON-CURRENT LIABILITIES WITH COST
                               
GE CAPITAL CEF MÉXICO, S.A. DE R.L.
NO
11/24/2009
1/1/2013
 
5,272
6,014
                   
CSI LEASING MÉXICO, S. DE R.L.
NO
6/1/2009
8/1/2013
 
3,872
9,964
                   
THE CAPITA CORPORATION DE MÉXICO
NO
12/1/2009
12/1/2012
 
406
                     
CSI LEASING MÉXICO, S. DE R.L.
NO
12/1/2011
12/1/2014
 
33,670
99,903
51,435
2,167
               
ACACIA FUND, S.A. DE C.V.
NO
7/6/2010
2/21/2013
   
150,000
                   
INTELSAT, LLC.
YES
9/1/2000
10/1/2012
             
21,686
         
IP MATRIX, S.A. DE C.V.
YES
11/1/2009
11/1/2015
             
3,340
10,275
14,311
15,045
644
 
TOTAL CURRENT AND NON-CURRENT LIABILITIES WITH COST
       
43,220
265,881
51,435
2,167
0
0
25,026
10,275
14,311
15,045
644
-
                                 
SUPPLIERS
                               
VARIOUS
NO
9/1/2012
9/30/2013
 
0
4,203,818
                   
VARIOUS
YES
9/1/2012
9/30/2013
               
4,045,094
       
TOTAL SUPPLIERS
       
0
4,203,818
0
0
0
0
0
4,045,094
0
0
0
0
                                 
OTHER CURRENT AND NON-CURRENT LIABILITIES
                               
VARIOUS
NO
       
14,376,846
103,990
103,074
89,194
347,590
           
2010 MEXICAN TAX REFORM
NO
         
14,324
74,203
35,279
114,313
           
DERIVATIVE FINANCIAL INSTRUMENTS
NO
             
149,095
234,125
           
CUSTOMER DEPOSITS AND ADVANCES
NO
         
679,795
                 
VARIOUS
YES
                   
692,333
     
93,210
TRANSMISION RIGHTS
YES
                     
638,516
520,884
293,441
607,017
OTHER CURRENT AND NON-CURRENT LIABILITIES
       
0
14,376,846
798,109
177,277
273,568
696,028
0
692,333
638,516
520,884
293,441
700,227
                                 
TOTAL
       
63,220
19,002,155
1,116,304
446,204
9,503,458
18,587,382
25,026
4,747,702
652,827
535,929
294,085
25,733,846
 
NOTES

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

 
$
12.8790
 
PESOS PER U.S. DOLLAR

DOES NOT INCLUDE LIABILITIES OF TAXES PAYABLE IN FOREIGN CURRENCY AND MEXICAN PESOS (REF. 21050000 TAXES PAYABLE) OF PS.70,459 AND PS.1,202,014, RESPECTIVELY, FOR EFFECTS OF VALIDATION OF THE SYSTEM.
 
 
 

 
 
MONETARY FOREIGN CURRENCY POSITION
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
 
TRADE BALANCE
(THOUSANDS OF PESOS)
DOLLARS
OTHER CURRENCIES
TOTAL THOUSANDS OF PESOS
THOUSANDS OF DOLLARS
THOUSANDS OF PESOS
THOUSANDS OF DOLLARS
THOUSANDS OF PESOS
           
MONETARY ASSETS
2,424,424
31,224,157
147,585
1,900,745
33,124,902
           
   CURRENT
969,280
12,483,358
147,585
1,900,745
14,384,103
           
   NON-CURRENT
1,455,144
18,740,799
-
-
18,740,799
           
LIABILITIES POSITION
2,490,111
31,345,759
55,448
714,115
32,059,874
           
   CURRENT
337,151
4,342,168
38,902
501,019
4,843,187
           
   NON-CURRENT
2,152,960
27,003,591
16,546
213,096
27,216,687
           
NET BALANCE
(65,687)
(121,602)
92,137
1,186,630
1,065,028
 
NOTES
 
THE NON-CURRENT ASSETS INCLUDE U.S.$208,113 THOUSANDS OF LONG-TERM AVAILABLE-FOR-SALE INVESTMENTS, OF WHICH FOREIGN EXCHANGE GAIN OR LOSS RELATED TO THE CHANGES IN FAIR VALUE OF THESE FINANCIAL INSTRUMENTS IS ACCOUNTED FOR AS OTHER COMPREHENSIVE INCOME.

(1)   THE EXCHANGE RATES USED FOR TRANSLATION WERE AS FOLLOWS :
 
 
PS.
12.8790
 
PESOS PER U.S. DOLLAR
   
16.5364
 
PESOS PER EURO
   
13.0767
 
PESOS PER CANADIAN DOLLAR
   
2.7466
 
PESOS PER ARGENTINEAN PESO
   
0.6095
 
PESOS PER URUGUAYAN PESO
   
0.0270
 
PESOS PER CHILEAN PESO
   
0.0071
 
PESOS PER COLOMBIAN PESO
   
4.9515
 
PESOS PER PERUVIAN NUEVO SOL
   
13.6836
 
PESOS PER SWISS FRANC
   
2.9951
 
PESOS PER STRONG BOLIVAR
   
6.3442
 
PESOS PER BRAZILIAN REAL
   
20.7620
 
PESOS PER STERLING LIBRA
   
2.0458
 
PESOS PER CHINESE YUAN
 
 
 

 
 
DEBT INSTRUMENTS
CONSOLIDATED
Final Printing

 
FINANCIAL RESTRICTIONS OF LONG - TERM DEBT SECURITIES

THE AGREEMENTS OF THE U.S.$500 MILLION, U.S.$600 MILLION, U.S.$300 MILLION, PS. 4,500 MILLION, AND U.S.$600 MILLION SENIOR NOTES ISSUED BY GRUPO TELEVISA, S.A.B. WITH MATURITY IN 2018, 2025, 2032, 2037 AND 2040, RESPECTIVELY, CONTAIN COVENANTS THAT LIMIT THE ABILITY OF THE COMPANY AND CERTAIN RESTRICTED SUBSIDIARIES TO INCUR OR ASSUME LIENS, PERFORM SALE AND LEASEBACK TRANSACTIONS, AND CONSUMMATE CERTAIN MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS.
 
THE AGREEMENT OF NOTES ("CERTIFICADOS BURSÁTILES") DUE 2020 IN THE AGGREGATE PRINCIPAL AMOUNT OF PS.10,000 MILLION, CONTAINS COVENANTS THAT LIMIT THE ABILITY OF THE COMPANY AND CERTAIN RESTRICTED SUBSIDIARIES TO INCUR OR ASSUME LIENS, PERFORM SALE AND LEASEBACK TRANSACTIONS, AND CONSUMMATE CERTAIN MERGERS, CONSOLIDATIONS AND SIMILAR TRANSACTIONS.
 

COMPLIANCE OF FINANCIAL RESTRICTIONS

AT SEPTEMBER 30, 2012, THE GROUP WAS IN COMPLIANCE WITH THE FINANCIAL RESTRICTIONS OF THE CONTRACTS RELATED TO THE LONG-TERM SENIOR NOTES DESCRIBED ABOVE.
 
 
 

 
 
SALES DISTRIBUTION BY PRODUCT
 
TOTAL SALES
(THOUSANDS OF MEXICAN PESOS)
CONSOLIDATED
Final Printing
 
NET SALES
MARKET
MAIN
MAIN PRODUCTS
VOLUME
AMOUNT
SHARE
TRADEMARKS
CUSTOMERS
     
(%)
   
DOMESTIC SALES
INTERSEGMENT ELIMINATIONS
 
(951,394)
     
           
CONTENT:
         
ADVERTISING
 
16,020,495
   
GENOMMA LAB INTERNACIONAL, S.A.B. DE C.V.
         
COMPAÑIA PROCTER & GAMBLE DE MÉXICO, S. DE R.L DE C.V.
         
MARKETING MODELO, S.A DE C.V.
         
SABRITAS, S. DE R.L. DE C.V.
         
UNILEVER DE MÉXICO, S. DE R.L. DE C.V.
         
THE COCA-COLA EXPORT CORPORATION SUCURSAL EN MÉXICO
         
BIMBO, S.A. DE C.V.
         
MARCAS NESTLÉ, S.A DE C.V.
         
DANONE DE MÉXICO, S.A. DE C.V.
         
FRABEL, S.A. DE C.V.
NETWORK SUBSCRIPTION REVENUE
 
1,941,328
   
MEGA CABLE, S.A. DE C.V.
         
TELECABLE DEL ESTADO DE MÉXICO, S.A. DE C.V.
         
TELEVICABLE DEL CENTRO, S.A. DE C.V.
LICENSING AND SYNDICATIONS
 
512,817
   
VARIOUS
           
PUBLISHING:
         
MAGAZINE CIRCULATION
25,176
424,058
 
TV Y NOVELAS MAGAZINE,
GENERAL PUBLIC (AUDIENCE)
       
MEN´S HEALTH MAGAZINE,
DEALERS
       
VANIDADES MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
COSMOPOLITAN MAGAZINE
 
       
NATIONAL GEOGRAPHIC MAGAZINE
 
       
AUTOMOVIL PANAMERICANO MAGAZINE
 
       
TU MAGAZINE
 
       
DIBUJIN DIBUJADO NIÑOS MAGAZINE
 
       
SKY VIEW MAGAZINE
 
       
MUY INTERESANTE MAGAZINE
 
       
DISNEY PRINCESAS MAGAZINE
 
       
DIBUJIN DIBUJADO NIÑAS MAGAZINE
 
       
COCINA FÁCIL MAGAZINE
 
ADVERTISING
 
500,646
   
FABRICAS DE CALZADO ANDREA, S.A. DE C.V.
         
FORD MOTOR COMPANY, S.A. DE C.V.
         
DILTEX, S.A. DE C.V.
         
FRABEL, S.A. DE C.V.
         
UNILEVER DE MÉXICO, S. DE R.L. DE C.V.
         
VOLKSWAGEN DE MÉXICO, S.A. DE C.V.
         
KIMBERLY CLARK DE MÉXICO, S.A.B. DE C.V.
         
DISTRIBUIDORA KROMA, S.A. DE C.V.
         
COMPAÑIA PROCTER & GAMBLE DE MÉXICO, S. DE R.L DE C.V.
OTHER INCOME
 
9,261
   
VARIOUS
SKY :
         
DTH BROADCAST SATELLITE
 
9,570,631
 
SKY
SUBSCRIBERS
PAY PER VIEW
 
167,259
     
CHANNEL COMMERCIALIZATION
 
177,155
   
SUAVE Y FÁCIL, S.A. DE C.V.
         
UNILEVER DE MÉXICO, S. DE R.L. DE C.V.
         
L.G. ELECTRONICS DE MÉXICO, S.A. DE C.V.
CABLE AND TELECOM:
         
DIGITAL SERVICE
 
5,167,528
 
CABLEVISIÓN, CABLEMÁS AND TVI
SUBSCRIBERS
INTERNET SERVICES
 
1,920,689
     
SERVICE INSTALLATION
 
55,994
     
PAY PER VIEW
 
39,975
     
CHANNEL COMMERCIALIZATION
 
312,065
   
MULTILMEDIOS S.A. DE C.V.
         
COMUNICACIÓN ESPECIALIZADA DEL SURESTE , S.A. DE C.V.
         
MEDIA SPORTS DE MÉXICO, S.A. DE C.V.
         
MARCAS DE RENOMBRE, S.A. DE C.V.
TELEPHONY
 
1,822,534
     
TELECOMMUNICATIONS
 
1,863,589
 
BESTEL
SUBSCRIBERS
OTHER
 
176,138
     
OTHER BUSINESSES:
         
DISTRIBUTION, RENTALS, AND SALE
         
OF MOVIE RIGHTS
 
235,516
   
OPERADORA COMERCIAL DE DESARROLLO, S.A. DE C.V.
         
OPERADORA DE CINEMAS, S.A. DE C.V.
         
CINEMARK DE MÉXICO, S.A. C.V.
         
QUALITY FILMS, S. DE R.L. DE C.V.
         
EN PANTALLA PRODUCCIONES INTERNACIONALES, S.A. DE C.V.
SPECIAL EVENTS AND SHOW PROMOTION
 
741,133
 
CLUB DE FÚTBOL AMÉRICA
GENERAL PUBLIC (AUDIENCE)
       
REAL SAN LUIS , F.C.
FEDERACIÓN MEXICANA DE FÚTBOL, A.C.
       
IMPULSORA DEL DEPORTIVO NECAXA
AFICIÓN FUTBOL, S.A. DE C.V.
       
ESTADIO AZTECA
 
GAMING
 
1,411,162
 
PLAY CITY
GENERAL PUBLIC (AUDIENCE)
       
MULTIJUEGOS
 
ADVERTISED TIME SOLD IN RADIO
 
385,574
   
PEGASO PCS, S.A. DE C.V.
         
CERVEZAS CUAUHTEMOC MOCTEZUMA, S.A. DE C.V.
         
PROPIMEX, S.A. DE C.V.
         
ARENA COMMUNICATIONS, S.A. DE C.V.
         
MEDIA PLANNING GROUP, S.A. DE C.V.
         
IPG MEDIA BRANDS COMMUNICATIONS, S.A. DE C.V.
         
TIENDAS COMERCIAL MEXICANA, S.A. DE C.V.
PUBLISHING DISTRIBUTION
9,110
121,096
 
HOLA MÉXICO MAGAZINE
VARIOUS
       
EL SOLITARIO MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
ENTREPRENEUR MAGAZINE
DEALERS
       
REVISTA DEL CONSUMIDOR MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
MINIREVISTA MINA MAGAZINE
 
       
GLAMOUR MÉXICO MAGAZINE
 
           
EXPORT SALES
CONTENT:
         
ADVERTISING
 
79,708
   
CC MEDIOS Y COMUNICACIONES, C.A.
NETWORK SUBSCRIPTION REVENUE
 
428,404
   
GALAXY ENTERTAINMENT DE VZLA, C.A. DIRECTV
         
DIRECTV ARGENTINA SOCIEDAD ANONIMA
         
AMNET CABLE COSTA RICA, S.A.
           
LICENSING AND SYNDICATIONS
 
3,563,093
 
TELEVISA
NETFLIX, INC
       
TELEVISA
TVSB 4 DE SAO PAULO, S.A.
       
TELEVISA
COMPAÑIA PERUANA DE RADIODIFUSIÓN, S.A.
       
TELEVISA
RADIO E TELEVISAO RECORD, S.A.
       
TELEVISA
RCN TELEVISION, S.A.
OTHER BUSINESSES:
         
SPECIAL EVENTS AND SHOW PROMOTION
 
78,180
 
REAL SAN LUIS, F.C., CLUB AMÉRICA
 
DISTRIBUTION, RENTALS, AND SALE
         
OF MOVIE RIGHTS
 
24,720
   
NETFLIX, INC
           
INTERSEGMENT ELIMINATIONS
 
(4,835)
     
           
SALES OF SUBSIDIARIES ABROAD
CONTENT:
         
ADVERTISING
 
119,547
   
INITIATIVE MEDIA, INC.
         
HORIZON MEDIA, INC.
         
GROUP M MATRIX
PUBLISHING:
         
MAGAZINE CIRCULATION
35,662
714,273
 
T.V. Y NOVELAS MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
GENTE MAGAZINE
DEALERS
       
PAPARAZZI MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
VANIDADES MAGAZINE
 
       
COSMOPOLITAN MAGAZINE
 
       
TÚ  MAGAZINE
 
       
BILINKEN MAGAZINE
 
       
PARA TI MAGAZINE
 
       
CONDORITO MAGAZINE
 
ADVERTISING
 
804,405
   
UNIVERSAL MCCANN SERVICIOS DE MEDIOS LTDA
         
GASEOSAS DE CORDOBA, S.A.
         
UNILEVER CHILE, S.A.
         
MEDIACOM MIAMI
SKY:
         
DTH BROADCAST SATELLITE
 
739,821
 
SKY
SUBSCRIBERS
CABLE AND TELECOM:
         
TELECOMMUNICATIONS
 
174,898
 
BESTEL
SUBSCRIBERS
OTHER BUSINESS:
         
PUBLISHING DISTRIBUTION:
6,996
134,330
 
SELECCIONES MAGAZINE
GENERAL PUBLIC (AUDIENCE)
       
MAGALY TV MAGAZINE
DEALERS
       
VOGUE MAGAZINE
COMMERCIAL CENTERS (MALLS)
       
15 MINUTOS MAGAZINE
 
       
HOLA MAGAZINE
 
       
EL FEDERAL MAGAZINE
 
       
COLECCIÓN MINIGOLS MAGAZINE
 
       
HELLO KITTY MAGAZINE
 
RENTALS OF MOVIES FILMS
 
19,142
   
LIONS GATE FILMS INC.
           
INTERSEGMENT ELIMINATIONS
 
(2,982)
     
           
TOTAL
76,944
49,497,953
     
 
 
 

 
 
ANALYSIS OF PAID CAPITAL STOCK CHARACTERISTIC OF THE SHARES
CONSOLIDATED
Final Printing
SERIES
NOMINAL VALUE (PS.)
VALID COUPON
NUMBER OF SHARES
CAPITAL STOCK
FIXED
VARIABLE
MEXICAN
FREE
FIXED
VARIABLE
PORTION
PORTION
SUBSCRIPTION
A
0.00000
0
113,603,267,242
0
113,603,267,242
0
848,428
0
B
0.00000
0
52,730,599,877
0
52,730,599,877
0
405,948
0
D
0.00000
0
83,889,532,491
0
83,889,532,491
0
620,017
0
L
0.00000
0
83,889,532,491
0
0
83,889,532,491
620,017
0
TOTAL
334,112,932,101
0
250,223,399,610
83,889,532,491
2,494,410
0
                 
TOTAL NUMBER OF SHARES REPRESENTING THE PAID CAPITAL STOCK ON THE DATE OF THE INFORMATION :
334,112,932,101
 
 
NOTES:

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

 
 
FINANCIAL STATEMENT NOTES
CONSOLIDATED
Final Printing

 
11060060: AS OF SEPTEMBER 30, 2012, DECEMBER 31 AND JANUARY 1, 2011, INCLUDES TRANSMISSION RIGHTS AND PROGRAMMING FOR PS.4,647,565, PS.4,178,945 AND PS.4,004,415, RESPECTIVELY.

12080050: AS OF SEPTEMBER 30, 2012, DECEMBER 31 AND JANUARY 1, 2011, INCLUDES TRANSMISSION RIGHTS AND PROGRAMMING FOR PS.7,972,035, PS.6,793,151 AND PS.5,579,497, RESPECTIVELY.

91000010: AT SEPTEMBER 2012 DOESN´T INCLUDES TAX LIABILITIES IN FOREIGN CURRENCY FOR PS.70,459 (SEE ATTACHED BREAKDOWN OF CREDITS).

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

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

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

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


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

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

III. QUALITATIVE AND QUANTITATIVE INFORMATION
 
i.           Management’s discussion of the policies concerning the use of financial derivative instruments, and explanation as to whether such policies permit the use of said instruments solely for hedging or also for trading or other purposes. The discussion must include a general description of the objectives sought in the execution of financial derivative transactions; the relevant instruments; the hedging or trading strategies implemented in connection therewith; the relevant trading markets; the eligible counterparties; the policies for the appointment of calculation or valuation agents; the principal terms and conditions of the relevant contracts; the policies as to margins, collateral and lines of credit; the authorization process and levels of authorization required by type of transaction (e.g., full hedging, partial hedging, speculation), stating whether the transactions were previously approved by the committee(s) responsible for the development of corporate and auditing practices; the internal control procedures applicable to the management of the market and liquidity risks associated with the positions; and the existence of an independent third party responsible for the review of such procedures and, as the case may be, the observations raised or deficiencies identified by such third party. If applicable, provide information concerning the composition of the overall risk management committee, its operating rules, and the existence of an overall risk management manual.
 
Management’s discussion of the policies concerning the use of financial derivative instruments, and explanation as to whether such policies permit the use of said instruments solely for hedging or also for trading or other purposes.
 
In accordance with the policies and procedures implemented by the Finance and Risk area and the Vice President and Corporate Controller, along with the Vice President of Internal Audit, the Company has entered into certain financial derivative transactions for hedging purposes in both the Mexican and international markets so as to manage its exposure to the market risks associated with the changes in interest and foreign exchange rates and inflation. In addition, the Company’s Investments Committee has established guidelines for the investment in structured notes or deposits associated with other derivatives, which by their nature may be considered as derivative transactions for trading purposes. It should be noted that in the third quarter of 2012, no such financial derivatives were outstanding. Pursuant to the provisions of Bulletin C-10 of the Financial Reporting Standards issued by the Mexican Financial Reporting Standards Board, certain financial derivative transactions originally intended to serve as a hedge and in effect until September 30th, 2012, are not within the scope of hedge accounting as specified in such Bulletin and, consequently, are recognized in the accounting based on the standards included in the aforementioned Bulletin.
 
General description of the objectives sought in the execution of financial derivative transactions; the relevant instruments; the hedging or trading strategies implemented in connection therewith; the relevant trading markets; the eligible counterparties; the policies for the appointment of calculation or valuation agents; the principal terms and conditions of the relevant contracts; the policies as to margins, collateral and lines of credit; the authorization process and levels of authorization required by type of transaction (e.g., full hedging, partial hedging, speculation), stating whether the transactions were previously approved by the committee(s) responsible for the development of corporate and auditing practices; the internal control procedures applicable to the management of the market and liquidity risks associated with the positions; and the existence of an independent third party responsible for the review of such procedures and, as the case may be, the observations raised or deficiencies identified by such third party.
 
The Company’s principal objective when entering into financial derivative transactions is to mitigate the effects of unforeseen changes in interest and foreign exchange rates and inflation, so as to reduce the volatility in its results and cash flows as a result of such changes.
 
The Company monitors its exposure to the interest rate risk by: (i) assessing the difference between the interest rates applicable to its debt and temporary investments, and the prevailing market rates for similar instruments; (ii) reviewing its cash flow requirements and financial ratios (interest coverage); (iii) assessing the actual and budgeted-for trends in the principal markets; and (iv) assessing the prevailing industry practices and other similar companies. This approach enables the Company to determine the optimum mix between fixed- and variable-rate interest for its debt.
 
Foreign exchange risk is monitored by assessing the Company’s monetary position in U.S. dollars and its budgeted cash flow requirements for investments anticipated to be denominated in U.S. dollars and the service of its U.S. dollar-denominated debt.
 
Financial derivative transactions are reported from time to time to the Audit and Corporate Practices Committee.
 
The Company has entered into master derivatives agreements with both domestic and foreign financial institutions, that are internationally recognized institutions with which the Company, from time to time, has entered into financial transactions involving corporate and investment banking, as well as treasury services. The form agreement used in connection with financial derivatives transactions with foreign financial institutions is the Master Agreement published by the International Swaps and Derivatives Association, Inc. (“ISDA”) and with local institutions is the Master Agreement published by ISDA and the form agreement recommended by Banco de México. In both cases, the main terms and conditions are standard for these types of transactions and include mechanisms for the appointment of calculation or valuation agents.
 
In addition, the Company enters into standard guaranty agreements that set forth the margins, collateral and lines of credit applicable in each instance. These agreements establish the credit limits granted by the financial institutions with whom the Company enters into master financial derivative agreements, which specify the margin implications in the case of potential negative changes in the market value of its open financial derivative positions. Pursuant to the agreements entered into by the Company, financial institutions are entitled to make margin calls if certain thresholds are exceeded. In the event of a change in the credit rating issued to the Company by a recognized credit rating agency, the credit limit granted by each counterparty would be modified.
 
As of the date hereof, the Company has never experienced a margin call with respect to its financial derivative transactions.
 
In compliance with its risk management objectives and hedging strategies, the Company generally utilizes the following financial derivative transactions:
 
 
1.
Cross-currency interest rate swaps (i.e., coupon swaps);
 
 
2.
Interest rate and inflation-indexed swaps;
 
 
3.
Cross-currency principal and interest rate swaps;
 
 
4.
Swaptions;
 
 
5.
Forward exchange rate contracts;
 
 
6.
FX options;
 
 
7.
Interest Rate Caps and Floors contracts;
 
 
8.
Fixed-price contracts for the acquisition of government securities (i.e., Treasury locks); and
 
 
9.
Credit Default Swaps.
 
The strategies for the acquisition of financial derivatives transactions are approved by the Risk Management Committee in accordance with the Policies and Objectives for the Use of Financial Derivatives.
 
During the quarter from July to September 2012, there were no defaults or margin calls under the aforementioned financial derivative transactions.
 
The Company monitors on a weekly basis the flows generated by the fair market value of and the potential for margin calls under its open financial derivative transactions. The calculation or valuation agent designated in the relevant Master Agreement, which is always the counterparty, issues monthly reports as to the fair market value of the Company’s open positions.
 
The Risk Management area is responsible for measuring, at least once a month, the Company’s exposure to the financial market risks associated with its financings and investments, and for submitting a report with respect to the Company’s risk position and the valuation of its financial derivatives to the Finance Committee on a monthly basis, and to the Risk Management Committee on a quarterly basis. The Company monitors the credit rating assigned to its counterparties in its outstanding financial derivative transactions on a regular basis.
 
The office of the Comptroller is responsible for the validation of the Company’s accounting records as related to its financial derivative transactions, based upon the confirmations received from the relevant financial intermediaries, and for obtaining from such intermediaries, on a monthly basis, confirmations or account statements supporting the market valuation of its open financial derivative positions.
 
As a part of the yearly audit on the Company, the aforementioned procedures are reviewed by the Company’s external auditors. As of the date hereof, the Company’s auditors have not raised any observation or identified any deficiency therein.
 
Information concerning the composition of the overall risk management committee, its operating rules, and the existence of an overall risk management manual.
 
The Company has a Risk Management Committee, which is responsible for monitoring the Company’s risk management activities and approving the hedging strategies used to mitigate the financial market risks to which the Company is exposed. The assessment and hedging of the financial market risks are subject to the policies and procedures applicable to the Company’s Risk Management Committee, the Finance and Risk Management areas and the Comptroller that form the Risk Management Manual of the Company. In general terms, the Risk Management Committee is comprised of members of the Corporate Management, Corporate Comptroller, Tax Control and Advice, Information to the Stock Exchange, Finance and Risk, Legal, Administration and Finance, Financial Planning and Corporate Finance areas.
 
ii.           General description of the valuation methods, indicating whether the instruments are valued at cost or at their fair value pursuant to the applicable accounting principles, the relevant reference valuation methods and techniques, and the events taken into consideration. Describe the policies for and frequency of the valuation, as well as the actions taken in light of the values obtained therefrom. Clarify whether the valuation is performed by an independent third party, and indicate if such third party is the structurer, seller or counterparty of the financial instrument. As with respect to financial derivative transactions for hedging purposes, explain the method used to determine the effectiveness thereof and indicate the level of coverage provided thereby.

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

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

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

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

 
1.
During the relevant quarter, three "Coupon Swap" agreements through which Grupo Televisa, S.A.B. ("Televisa") exchanged the payment of coupons denominated in U.S. Dollars for a notional amount of U.S.$ 1,500,000,000.00 (One Billion Five Hundred Million Dollars 00/100) of the Bonds maturing in 2025, 2032 and 2040 for coupons in Mexican pesos for such notional amount in pesos, expired. These instruments were entered in January and March 2012 and the flows were realized in July and September 2012, the dates which such instruments expired.
 
2.
Also, during the quarter, three “Knock-out Option Calls” agreements through which Grupo Televisa, S.A.B. (“Televisa”) hedged against severe Mexican Peso depreciation for a notional amount of U.S.$52,500,000.00 (Fifty Two Million Five Hundred Thousand Dollars 00/100) by paying premiums, expired. These options were entered in December 2011, and expired with “Televisa” not exercising them in July and September 2012.

Likewise there were no defaults or margin calls under financial derivative transactions.

v.           Quantitative Information. Attached hereto as Table 1 is a summary of the financial derivative instruments purchased by Televisa, Corporación Novavisión, S. de R.L. de C.V. and Televisión Internacional, S.A. de C.V., whose aggregate fair value represents or could represent one of the reference percentages set forth in Section III (v) of the Official Communication.
 
IV. SENSITIVITY ANALYSIS
 
Considering that the Company has entered into financial derivative transactions for hedging purposes, and given the low amount of the financial derivative instruments that proved ineffective as a hedge, the Company has determined that such transactions are not material and, accordingly, the sensitivity analysis referred to in Section IV of the Official Communication is not applicable.
 
In those cases where the derivative instruments of the Company are for hedging purposes, for a material amount and where the effectiveness measures were sufficient, the measures are justified when the standard deviation of the changes in cash flow as a result of changes in the variables of exchange rate and interest rates of the derivative instruments used jointly with the underlying position is lower than the standard deviation of the changes in cash flow of the underlying position valued in pesos and the effective measures are defined by the correlation coefficient between both positions for the effective measures to be sufficient.
 
TABLE 1
GRUPO TELEVISA, S.A.B.
Summary of Financial Derivative Instruments as of
September 30, 2012
(In thousands of pesos/dollars)
Type of Derivative, Securities or Contract
Purpose (e.g., hedging, trading or other)
Notional Amount/Face Value
Value of the Underlying Asset / Reference Variable
Fair Value
 
Collateral/
Lines of Credit/
Securities Pledged
Current Quarter
Previous Quarter(5)
Current Quarter D(H) (4)
Previous Quarter D(H) (5)
Maturing per Year
 
Coupon Swaps (1)
Hedging
Ps. 7,644,600 / USD 600,000
USD 600,000
6.625% / 6.5896%
USD 1,500,000
6.625% / 8.50%
2,343
24,022
Semiannual interest
2013
Does not exist (6)
Interest Rate Swap (2)
Hedging
Ps. 1,400,000
TIIE 28 days + 24bps / 8.415%
TIIE 28 days + 24bps / 8.415%
(149,036)
(159,356)
Monthly interest
2012-2016
Does not exist (6)
Interest Rate Swap (1)
Hedging
Ps. 2,500,000
TIIE 28 days / 7.4325%
TIIE 28 days / 7.4325%
(234,125)
(242,622)
Monthly interest
2012-2018
Does not exist (6)
FX Options (1)
Hedging
USD 285,000
USD 285,000
USD 337,500
6,066
35,998
2012 - 2014
Does not exist (6)
Interest Rate Swap (3)
Hedging
Ps.1,300,000
TIIE 28 days   /  5.032%
TIIE 28 days   /  5.032%
(59)
(3,167)
Monthly Interest
2012-2016
Does not exist (6)
Forward (3)
Hedging
USD 11,000 /
$145,851
USD 11,000 /
$145,851
-
(3,319)
-
2012 - 2013
Does not exist (6)
       
Total
(378,130)
(345,125)
   

(1)
Acquired by Grupo Televisa, S.A.B.
(2)
Acquired by Corporación Novavisión, S. de R.L. de C.V.
(3)
Acquired by Televisión Internacional, S.A. de C.V.
(4)
The aggregate amount of the derivatives reflected in the consolidated balance sheet of Grupo Televisa, S.A.B. as September 30, 2012,  included in the relevant SIFIC, is as follows:
 
 
11060020
FINANCIAL DERIVATIVE INSTRUMENTS
Ps.
 
3,372
 
 
12080010
FINANCIAL DERIVATIVE INSTRUMENTS
   
5,037
 
 
21060020
FINANCIAL DERIVATIVE INSTRUMENTS
   
(3,319)
 
 
22050010
FINANCIAL DERIVATIVE INSTRUMENTS
   
(383,220)
 
 
 
         
     
Ps.
 
(378,130)
 
 
The financial derivatives shown in the above table are those whose aggregate value could represent 5% of the consolidated assets, liabilities or capital, or 3% of the consolidated sales, of Grupo Televisa, S.A.B., for the most recent quarter.
 
(5)
Information for the second quarter of 2012.
(6)
Applies only to implicit financing in the ISDA ancillary agreements identified as “Credit Support Annex”.
 
 
 

 
 
STOCK EXCHANGE CODE: TLEVISA                                                                              QUARTER: 03              YEAR: 2012
GRUPO TELEVISA, S.A.B.






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

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

 

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

 


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

 

MÉXICO, D.F., OCTOBER 25, 2012
 
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
GRUPO TELEVISA, S.A.B.
 
(Registrant)
     
     
Dated: November 2, 2012
By:
/s/  Joaquín Balcárcel Santa Cruz
 
Name:
Joaquín Balcárcel Santa Cruz
 
Title:
General Counsel