innovation - Esmas
Transcription
innovation - Esmas
2000 2001 2002 nnovation 2004 elecommunications orefront largest media company in Spanish-speaking world www.televisa.com e coming years” TELEVISA SIGNS LANDMARK AGREEMENT WITH UNIVISION 2004 FOREFRONT year 2003 In 2000, Televisa nanced its debt, r ing costs, exten and replacing a dollar-denominat with inflation-ad ness. As a resul Televisa signific its capital structu its currency risk. Moody’s gave Te investment-grade 2008 decade 2007 Televisa 2009 www.televisair.com ANNUAL GRUPO TELEVISA 2010 ANNUAL REPORT 008 2007 2005 2001 As of today, Televisa has one of the largest telecom infrastructures in the country. Through its cable and telecom assets, it reaches several of the most important cities in Mexico with more than 6 million homes passed and has close to 50 thousand miles of fiber and coaxial cable around the country. 2009 2010 growing 2005 • Televisa launched Televisa Deportes Network (TDN) 2003 2002 television conte innovation FOREFRONT 01 In 2007 Televisa celebrated 50 years of producing its popular Telenovelas, captivating audiences throughout the Spanishspeaking world and beyond. 2000 a decade at the GRUPO TELEVISA 2010 ANNUAL REPORT a decade at the 2005 2006 year Today, Fundación Televisa (“Fundación”) reaches millions through Televisa’s media platforms and builds alliances with companies, non-governmental organizations, and Mexico’s government and people. Alliances play a key role in multiplying the social impact of Fundación’s work and base funding. Televisa will build on these milestones annual report decade 2006 a great year In 2006 Cablevisión completed the conversion of its network from analog to digital format. This milestone enabled the company to provide a host of new services and pay-TV offer- 2005 INVESTOR INFORMATION In the past decade, Televisa has achieved several milestones that have enabled the Company to create value through the production and distribution of its content and to strengthen its position as a leader in its industry. Today Televisa is well positioned to identify and quickly respond to opportunities and events in the rapidly growing and ever-changing global media and telecommunications market. In the coming years, Televisa will build on these milestones to continue benefiting its clients, shareholders, employees, and the communities in which it operates. FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30 / BOARD OF DIRECTORS 40 / FINANCIAL STATEMENTS 41 We ask that investors and analysts direct all inquiries to: SEC filings Design: signi.com.mx A DECADE AT THE FOREFRONT 08 / MANAGEMENT´S DISCUSSION AND ANALYSIS OF CPOs (Certificados de Participación Ordinarios) of Grupo Televisa, S.A.B., comprise 117 shares each (25 Series A Shares, 22 Series B Shares, 35 Series D Shares and 35 Series L Shares), and are listed and admitted for trading on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.), under the ticker symbol TLEVISA CPO. The GDRs (Global Depositary Receipts), each representing five CPOs, are listed on the New York Stock Exchange and trade under the ticker symbol TV. Decisions regarding the payment and amount of dividends are subject to approval by a majority of the Series A Shares and Series B Shares voting together, generally, by recommendation of the board of directors, as well as to the approval of a majority of the Series A Shares voting separately. On March 25, 2004, the Company’s board of directors approved a dividend payment policy pursuant to which the Company shall pay an annual ordinary dividend of Ps.0.35 per CPO. 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. TELEVISA AT A GLANCE 02 / LETTER TO SHAREHOLDERS 04 / FINANCIAL HIGHLIGHTS 06 Investor relations Dividend policy COMPANY PROFILE CONTENTS Common stock data Televisa files and submits annual reports to the US Securities and Exchange Commission. This annual report contains both historical information and forward-looking statements. These forward-looking statements, as well as other forward-looking statements made by the company, or its representatives from time to time, whether orally or in writing, involve risks and uncertainties relating to the company’s businesses, operations, and financial condition. A summary of these risks is included in the company’s filings with the US Securities and Exchange Commission, and this summary as well as the other filings with and submissions to the US Securities and Exchange Commission, are and will be available through the office of investor relations upon written request. Grupo Televisa, S.A.B. Av. Vasco de Quiroga 2000 C.P. 01210 México, D.F. (5255) 5261-2445 [email protected] www.televisa.com www.televisair.com Corporate headquarters Grupo Televisa, S.A.B. Av. Vasco de Quiroga 2000 C.P. 01210 México, D.F. (5255) 5261-2000 Legal counsel Mijares, Angoitia, Cortés y Fuentes, S.C. Montes Urales 505, 3er piso C.P. 11000 México, D.F. (5255) 5201-7400 Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 U.S.A. (212) 859-8000 Independent auditors PricewaterhouseCoopers, S.C. Mariano Escobedo 573 C.P. 11580 México, D.F. (5255) 5263-6000 Depositary The Bank of New York BNY Mellon Shareowner Services PO Box 358516 Pittsburgh, PA 15252-8516 (201) 680-6825 This annual report is available in both English and Spanish. April 2011. Este informe anual está disponible tanto en español como en inglés. Abril 2011. II 1 TELEVISA AT A GLANCE TELEVISION BROADCASTING PAY-TELEVISION NETWORKS PROGRAMMING EXPORTS SKY The world’s leading producer of Spanishlanguage television content, Televisa operates four broadcast channels—2, 4, 5, and 9—in Mexico through 258 affiliated stations throughout the country. Produces and distributes 18 pay-TV brands—15 owned and 3 represented. In the U.S., distributes its pay-TV channels through Univision. Mexico’s leading direct-to-home satellite television system; also operates in Central America and the Dominican Republic. Contribution to Sales: 5% Exports its programs and formats to television networks around the world. In the U.S., distributes its content through Univision under a recently renewed and extended Programming License Agreement (PLA). Contribution to Sales: Contribution to OSI:1 7% Contribution to Sales: 5% Produced approximately 16 thousand hours of content in 2010 for pay-TV channels Contribution to OSI:1 7% 39% Contribution to OSI:1 46% Produced approximately 59 thousand hours of content in 2010 for free-to-air television Average weekday primetime audience share 70.5% +26 million pay-TV subscribers The PLA, which was extended to at least 2025, increases the royalties Televisa receives. In addition, the PLA now includes Televisa programming for all of Univision’s audiovisual media platforms. Contribution to Sales: 19% Contribution to OSI:1 22% Demographic expansion through new packages: MiSky and VeTV. More than one million subscribers added in 2010. Subscriber base: 3 million 58 countries worldwide (approximate reach) 1 Operating segment income (OSI) is defined as operating income before corporate expenses, depreciation and amortization. For a reconciliation of operating segment income with operating income, see Note 22 to our year-end consolidated financial statements. 22 CABLE AND TELECOM PUBLISHING OTHER BUSINESSES UNCONSOLIDATED BUSINESSES Cablevisión, Cablemás, and TVI offer pay-TV, voice, and data services in Mexico City, Monterrey, and several cities in Mexico. Telecom company Bestel provides data and longdistance services in Mexico and the United States. The leading Spanishlanguage magazine publisher; produces 165 titles under 109 brands. TIM Complete digital entertainment through several web portals. Contribution to Sales: 5% Gaming Bingo parlors and online lottery business. La Sexta (40.8%) Free-to-air channel in Spain, which continues reporting sustained audience share of 6.6% and strong operating performance. Contribution to OSI:1 2% Soccer teams Three of Mexico’s professional soccer teams. Consolidated restructuring process and returned to doubledigit Operating Segment Income margin. Also, continued to expand the reach of its titles through digital platforms: Azteca stadium Mexico’s largest stadium. Contribution to Sales: 20% Contribution to OSI:1 17% Through its 20-year lease of dark fiber cable from the Mexican Federal Electricity Commission (CFE), the consortium formed by Telefónica, Televisa, and Megacable will offer alternative access to data transmission services. Radio Network of 117 owned and affiliated radio stations. Contribution to Sales: 7% •vanidades.com •muyinteresante.com.mx •tuenlinea.com.mx •esquirelat.com Cablevisión Video subscribers: 668,985 299,157 Voice subscribers: 190,441 Broadband subscribers: •Tvynovelas.com 20 Cablemás Video subscribers: 997,239 Broadband subscribers: 360,049 Voice subscribers: •caras.com.mx Ocesa Entretenimiento (40%) Live-entertainment company in Mexico. 2010 most popular event: Paul McCartney concert. 205,180 countries reached TVI Video subscribers: 301,698 Broadband subscribers: 147,268 Voice subscribers: 106,129 33 3 TO OUR SHAREHOLDERS: When I became CEO of Televisa in 1997, I found an incredibly successful broadcasting operation with decades of experience producing highly rated content. But at that time, Televisa was facing a very challenging financial situation. The company was highly leveraged and held some non-strategic assets. F rom 1997 to 2000, we worked hard to strengthen the competitive position of Televisa and, importantly, its financial position. We shed non-strategic assets, improved our share of the television audience, made our operations more efficient, and significantly reduced our debt. We continued along this path over the decade that followed. We further strengthened our financial position, diversified our business beyond broadcast television, and solidified our position as the leading producer of Spanish-language content in the world with a number of key strategic partnerships. Along the way, we made successful inroads into the growing telecommunications segment, in particular cable and satellite television. Some of the results of the past decade were: Strengthening our financial position • Revenue rose from Ps.19.7 billion1 in 2001 to Ps.57.9 billion in 2010, reflecting a ten-year compounded annual growth rate (CAGR) of 13 percent. • Consolidated operating income grew at a CAGR of 16 percent, from Ps.4.1 billion1 in 2001 to Ps.15.6 billion in 2010. • Our balance sheet strengthened. At the end of 2010, our net debt was only Ps.12.7 billion, and our net-debt-to-operating-income ratio was 0.8 times. In 2001, that number was 1.8 times. • Our market capitalization increased 2.3 times from US$5.5 billion in 20012 to US$14.4 billion in 20102. Over that same period we returned to our shareholders nearly US$2.2 billion in dividends. Diversification beyond broadcast television Over the past decade we have undertaken significant efforts to diversify the company beyond our legacy broadcast television business while building on and staying connected to the true cornerstone of our success: our content. The results are already apparent. In 2001, advertising revenue was 71 percent of our total revenue, while in 2010 it was 42 percent of revenue. Mexico’s advertising industry has yet to expand as a result of an improving economy and of people’s increasing purchasing power. But in the meantime, we 1 2 3 Mexican pesos in real terms as of December 31, 2001, as reported. As of December 31. Source: Pyramid Research 2010E. 44 have diversified beyond advertising and positioned Televisa as a relevant and growing participant in telecommunications, an industry that currently totals US$243 billion—five times the size of Mexico’s media industry. In the process of finding new and faster-growing sources of revenue, we have made many successful investments but also a few challenging ones. One is our gaming business, which has been confronted by legislative changes that have significantly increased taxes on gaming revenues. Nonetheless, we see value in our license and will continue to explore ways to profitably exploit it. And while La Sexta has succeeded operationally and delivers ratings above our initial expectations, it currently faces an economic crisis in Spain that has dampened its financial results. There is no doubt, however, that—throughout the entire process—we have taken important steps that have expanded the reach of our brand and our content, multiplying the value of both. In the pages that follow we mention ten key milestones, but these are only some of many milestones that have positioned Televisa to continue succeeding in the coming years. Building strong alliances While diversifying our businesses we worked hard to improve our operations. Our strategic alliances—in particular our partnerships with two of the most important media companies in the US Hispanic market—are a key component of our ability to grow our audience with exciting and enduring programming, and to maximize the value that we derive from it. In 2008, for example, we partnered with Telemundo for the exclusive rights to distribute its content in Mexico for ten years, and we have an option to extend this agreement for an additional five years. In 2010 we strengthened our relationship with Univision through an agreement that brings significant upside potential for both companies. We extended our program license agreement with Univision to at least 2025. The agreement increases the royalties from Univision and includes the purchase of a five percent equity interest and the issuance of debentures convertible into an additional 30 percent equity stake of Univision in the future, subject to existing laws and regulations. We also have the option to acquire an additional five percent equity stake in Univision. This agreement positions Televisa to participate in the most underutilized and fastest-growing media market in the United States. We will work with Univision in order for them to optimize the exploitation of our content in the United States. Cable and telecom: positioning for the long-term We continued to advance our cable and telecom strategy, which began in earnest with our acquisitions of Bestel and stakes in TVI and Cablemás over the past four years. In addition, as part of a consortium, in 2010 we won the auction to exploit dark fiber owned by the Mexican Federal Electricity Commission (CFE). This is a significant step in our effort to become a relevant participant in Mexico’s fast-growing telecom market. We are confident that our investments in these businesses are laying the groundwork for Televisa to benefit from a rapidly changing and growing industry. Together, our activities have laid a solid foundation for years of operational and financial success. Today, our operations, brands, and balance sheet are very strong. We are the primary producer of audiovisual content in the Spanish language and a very relevant producer of linear channels for pay-television platforms. Through our multiple investments, Televisa is an important pay-television provider in Mexico and has one of the largest telecom infrastructures in the country. We are a company known for using our reach to contribute to the health, education, and cultural development of the communities that we serve. And we consistently maintain relatively low levels of debt and long maturities on our indebtedness. Even as we look back on a very successful decade, our eyes are fixed firmly on the future. Ever mindful of both challenges and opportunities, our vision is to: • remain the world’s foremost producer of Spanish-language content; • increase the reach of our linear pay-television channels around the world; • continue to play a role in the consolidation of Mexico’s cable industry; • participate in the opportunities presented by the growing wireless data industry; and • continue to capitalize on the emergence of new platforms that, through audience segmentation, present a highly fragmented yet largely untapped advertising client base. We live in a multiplatform world, in which television content is viewed not only over televisions, but also on many other devices. Increasingly, people are viewing television content on the go. We are investing to ensure that our content reaches our audiences wherever they may be and on whatever device they prefer. We have made significant progress. For ex- We further strengthened our financial position, diversified our business beyond broadcast television, and solidified our position as the leading producer of Spanish-language content in the world with a number of key strategic partnerships. ample, since 2007, all of our content is produced with an eye toward the multiplatform opportunities for distribution. This, together with the digitalization of a large portion of our library of content, means that we now have more than 50 thousand hours of content available for digital audiovisual distribution. The media and telecom environment is rapidly changing. We are confident that the steps we have taken during the last decade leave us well positioned to capitalize on the changes that are sure to come. We never tire of highlighting that our biggest competitive edge is the fact that we produce the majority of the content that we transmit, the same content that has delivered close to 70 percent of the audience for many years now. We produce it and therefore have the ability to make it available in the platforms chosen by our audiences. I want to thank our dedicated employees, management team, and board of directors for their hard work and our audiences and customers for their continuing loyalty. To our shareholders I want to extend my appreciation for your continued confidence in our vision and our long-term prospects. We look forward to rewarding you well into the future. Emilio Azcárraga Jean Chairman of the Board and Chief Executive Officer 55 5 FINANCIAL HIGHLIGHTS In millions of Mexican pesos, except per-CPO amounts and shares outstanding. 2010 Var.% Ps. 57,857 10.5 Operating segment income 1 20,745 23,063 11.2 Segment margin 38.8% 39.0% Operating income 15,157 15,583 Margin 29.0% 26.9% Controlling interest net income 6,007 7,683 Earnings per CPO 2.14 2.75 Shares outstanding at year-end (in millions) 327,231 325,023 2009 Consolidated net sales Ps. 52,353 2.8 27.9 Ps. 20,943 (30.1) Temporary investments at year-end 8,902 10,447 17.4 Long-term investments at year-end 3,996 3,858 (3.5) Total debt at year-end 43,416 47,965 10.5 Net debt position at year-end 576 12,717 2,107.8 Cash and cash equivalents at year-end 1 Ps. 29,942 Operating segment income (OSI) is defined as operating income before corporate expenses, depreciationand amortization. For a reconciliation of operating segment income with operating income, see Note 22 to our year-end consolidated financial statements. 6 Cable and Telecom Sky Other Businesses Publishing Programming Exports Pay-Television Networks 39% 20% 19% 7% 5% 5% 5% Operating Segment Income Breakdown TV Broadcasting Sky Cable and Telecom Programming Exports Pay-Television Networks Publishing 46% 22% 17% 7% 7% 2% 09 57,857 10 (millions of pesos) 09 23,063 TV Broadcasting 52,353 Breakdown 20,745 Segment Net Sales 10 (millions of pesos) Other Businesses reported a negative contribution to OSI of Ps.184mm during the year 2010. 7 THE LAUNCH OF FUNDACIÓN TELEVISA The first Televisa foundation was established in 1975 as Fundación Cultural Televisa and focused primarily on cultural initiatives. It closed in the late 1990s while Televisa underwent financial restructuring. Toward the end of 2000, Emilio Azcarraga Jean, Televisa’s chairman and CEO, led an effort to reopen the foundation and to focus on social efforts, in particular education, nutrition, health, and housing, while continuing to promote Mexican culture. Today, Fundación Televisa (“Fundación”) reaches millions through Televisa’s media platforms and builds alliances with companies, nongovernmental organizations, and Mexico’s government and people. Alliances play a key role in multiplying the social impact of Fundación’s work and base funding. Through these alliances the effective dollarfor-dollar match for Fundación’s programs over the past ten years has been 8.39 to 1. In 2010 alone, the match was 17.7 to 1 —that’s US$17.70 for every dollar that the foundation contributes itself. Over the years Fundación has worked hard to reach its goals and can now share with pride many of its success stories. For example, in 2006 Fundación launched Bécalos, a scholarship program, in partnership with the Mexican Bank Association. By leveraging these alliances and Fundación’s access to media, Bécalos has raised more than US$110 million and provided more than 113,000 scholarships since 2005. These include 65,813 awards for teachers and school principals; 26,808 for high school students; and 21,011 bachelor awards, primarily for studies in engineering, science, and technology. Over the last decade, Fundación has improved the nutrition and health of more than 44,000 children in the poorest regions of Mexico. Access to housing has also been at the top of Fundación’s agenda. As of year-end 2010, Fundación had built 22,000 homes through an alliance structure similar to that of Bécalos. If compared with commercial homebuilders, Fundación and its allies would be the fifthlargest housing developer in Mexico. But its mission goes beyond education, health, and housing. Fundación’s relationship with Televisa enables it to raise awareness of social issues and expand the impact of its campaigns. Televisa contributes with advertising space for Fundación to promote and increase public action on health, such as breast cancer, and on environmental issues, such as energy and water conservation. 8 Growing number of beneficiaries The launch of Fundación in 2001 was only the beginning. The number of people directly benefiting from Fundación’s programs has risen each year, from 100,339 in 2001 to 633,403 in 2010. Fundación will continue to invest resources in education and health while maintaining its commitment to the promotion of Mexican culture at home and abroad. 9 Solid financial position Even after our recent US$1.2 billion investment in Univision, our balance sheet remains strong. As of December 31, 2010, our consolidated net-debt position was approximately Ps.12.7 billion, and the average maturity of our debt was 14.3 years. In the years to come, we will continue to focus on maintaining the health of our balance sheet. 10 TELEVISA ISSUES US$300 MILLION, 30-YEAR, INVESTMENT-GRADE BOND In the late 1990s Televisa initiated the arduous but necessary process of repairing its finances and strengthening its balance sheet. Later, in 2000, Televisa successfully refinanced its debt, reducing borrowing costs, extending maturities, and replacing a portion of its US-dollardenominated indebtedness with inflation-adjusted indebtedness. As a result of these steps, Televisa significantly improved its capital structure and reduced its currency risk. That same year, Moody’s gave Televisa’s debt an investment-grade rating. Because of the earlier work it had undertaken to refinance its debt and improve its financial structure, on March 11, 2002, Televisa was able to become the first Mexican company to issue a 30-year bond. The offering consisted of US$300 million in Senior Notes at a coupon of 8.50 percent. The proceeds were used to refinance a US$276 million bridge loan. Televisa was able to complete this transaction thanks to a strong credit profile and the market’s confidence in its long-term prospects. The bond received three awards, including one from Latin Finance. Shortly after the bond was issued, Fitch and Standard & Poor’s gave Televisa’s debt an investment-grade rating. These ratings made Televisa one of the first Mexican companies to receive investmentgrade ratings from all three agencies, even before Mexican sovereign debt was given an investment-grade rating. The bond offering was also significant because, up to its issuance, Mexican companies had no access to financing with maturities of this length. Since then, Televisa has continued to focus on improving the strength of its balance sheet. In November 2009, Televisa issued a US$600 million bond at a spread over U.S. Treasuries of only 245 basis points, the second-smallest spread of any Mexican issuer at the time. A year later, in October 2010, Televisa issued a Ps.10 billion bond with a coupon of 7.38 percent due in 2020 and a spread of only 135 basis points over Mexican Government Bonds. It was, at that time, the largest corporate fixed-rate debt issuance in the history of the Mexican market. 11 Solid and profitable growth As of December 31, 2010, Televisa reached a market capitalization of US$14.4 billion. As it looks forward to the next decade, Televisa will continue to focus on delivering solid, profitable growth and on maintaining a consistent and open channel of communication with the market in order to remain a relevant holding for the investor community. 12 TELEVISA CELEBRATES 10 YEARS ON THE NYSE Televisa was first traded on the Mexican stock exchange (BMV) in 1991. In June of 1993 the company’s GDS (Global Depositary Shares) began trading on the New York Stock Exchange (NYSE), and in 2003 the company celebrated the tenth anniversary of its listing. During the fourth quarter of 2003, Televisa was the fifth-largest Latin American GDS holding for institutional investors and the third most liquid among Mexican companies. Televisa’s average daily volume on the NYSE was more than 450,000 shares, and the average daily value traded was more than US$18 million. Since its listing, Televisa has focused on maintaining an ongoing dialogue with the investor community—one that distinguishes itself for being an honest, open, and straightforward channel of communication. Televisa has always taken very seriously its fiduciary duty to all company shareholders and recognizes the importance of understanding the expectations of the investor community. In 2010, Televisa was the third most-liquid GDS holding among Mexican companies listed on the NYSE and the sixth most-liquid on the Mexican stock exchange. During 2010, the average daily volume on the NYSE was more than 2 million shares, or approximately US$50 million, representing more than 70 percent of the Company’s total trading volume. Listing on the NYSE allowed Televisa to access capital in order to fuel growth while improving efficiency and management standards. Among other measures, Televisa took the necessary steps to strengthen corporate governance and meet the expectations of its shareholder base. 13 Quality and innovation Sky will continue to seek profitable growth by maintaining superior service and innovative offerings. Low pay-TV penetration in Mexico and Sky’s scale and nationwide distribution will continue to contribute to solid profit margins. Along the way, Sky will remain focused on upgrading systems and facilities, increasing satellite capacity, and expanding its high-definition (HD) offerings to subscribers. 14 SKY CONSOLIDATES ITS POSITION AS THE LEADING DTH PROVIDER IN MEXICO Sky began operations in 1997 and quickly became a very successful pay-TV provider in Mexico. From an early stage, it positioned itself as the pay-TV provider of choice for the same reasons that Sky is successful today: superior customer service, international sports content, and attractive pay-TV packages. In 2004, Sky’s competitor decided to exit the Mexican market and reached an agreement with Televisa to migrate its subscribers to Sky. That same year, Televisa began the consolidation of Sky into its financial statements. Since then, Sky’s subscriber base has grown at a compounded annual rate of 20 percent, from close to 600 thousand in 2000 to more than 3 million at year-end 2010. Much of the initial growth in Sky originated from a strategy that targeted the high-end and middle-market segments. Sky continues to serve this customer base with attractive premium packages and value-added services. Most recently, in the second quarter of 2010, Sky launched its successful HD package, further enhancing its premium pay-TV offerings. The profile of its customer base allows Sky to deliver one of the strongest ARPU, or average revenue per user, in Mexico. In 2009 Sky entered the lower-income market segment with packages such as MiSky and VeTV. This strategic move allowed Sky to deliver growth of one million subscribers in 2010 alone. Furthermore, Sky was able to expand into this new segment of the market while maintaining strong margins. During 2010, at 45 percent, its Operating Segment Income margin was among the highest in the industry. In addition to Sky’s recent successful inroads into other demographics in Mexico, Sky has developed a solid presence in other Latin American markets. In the aggregate for the Dominican Republic and Central America, Sky closed 2010 with 145 thousand subscribers. 15 INTERNATIONAL SUCCESS OF TELEVISA’S CONTENT In 2005 Rebelde (Rebel), a Telenovela that portrayed the life of teenagers at a private boarding school in Mexico, became an international sensation. The success of Rebelde demonstrated Televisa’s ability to produce content that has universal appeal and can deliver value to all of Televisa’s business segments. Televisa first aired Rebelde in October of 2004. The characters were also members of the band RBD, which, together with Rebelde, quickly captured the imagination of youth throughout Mexico, Latin America, the United States, and many other countries around the world. Rebelde aired on Channel 2 in Mexico for three seasons through July 2006 for a total of 750 half-hour episodes. The Telenovela’s tremendous success spurred the production of additional content that crossed all of Televisa’s platforms. These other platforms included DVDs, pay-TV content, music production, nearly 240 live concerts, RBD magazine, SMS, ring tones, and licensing agreements for merchandising. Rebelde, the Mexican adaptation of Cris Morena’s original script, was not only a multiplatform success; it was also a global phenomena. Eventually, Rebelde was successfully transmitted in 65 countries. The popularity of Rebelde has endured: the program was aired in 2009 and 2010 via pay-TV platforms and on Televisa’s all-Telenovela channel, TLnovela. Today, Rebelde continues to draw an important audience. During 2005, Rebelde was just one success of many for Televisa’s Programming Exports business. That same year, other international hits included the reality series Bailando por un Sueño, of which we sold the format in Italy, France, and Peru, among others. Also, the Telenovela Rubí was televised in the United States, 16 countries in Latin America, the Philippines, Malaysia, Israel, and Eastern Europe, among other countries. Beyond selling its content worldwide, in 2008 Televisa began exporting some of its most successful program formats through collaborative arrangements with producers in China, Brazil, and afterwards with France. These arrangements enabled Televisa to participate in high-potential advertising markets around the world. Televisa is successfully adapting its content to the languages and nuances particular to each culture and in formats new to those markets. 16 Maximizing the value of our content In the years to come, Televisa will continue to focus on finding creative ways to maximize the value of its content and expertise and will seek new markets, new formats, and new business models. 17 At the forefront of technology Today Cablevisión is one of several cable assets that, together, have transformed Televisa into a relevant player in Mexico’s cable and telecom industry. In 2010, Cablevisión served a total of 1.2 million revenue-generating units (RGUs) in Mexico City. Of that number 669 thousand were video, 299 thousand broadband, and 190 thousand voice subscribers. With this and other efforts Cablevisión is working to remain at the forefront of technology and to strengthen its competitive position in this fast-growing industry. 18 CABLEVISIÓN DIGITALIZES ITS NETWORK In 2006 Cablevisión completed the conversion of its network from analog to digital format. This milestone enabled the company to provide a host of new services and pay-TV offerings, tapping its full potential in Mexico City and laying the groundwork to become one of the most technologically advanced players in Mexico’s cable and telecom market. Two years earlier, Cablevisión had begun the process of converting its analog-format cable infrastructure to a fully digitalized network. The conversion positioned Cablevisión to combat what was then an intractable problem in Mexico: piracy. The conversion brought an immediate jump in the number of video subscribers, which grew on average 10 percent annually during the three-year digitalization period. More significant was the fact that the conversion, built with an investment of US$133 million, allowed the company to offer high-valueadded services such as HD TV and video-on-demand. During recent years, Cablevisión’s triple-play services have fueled the Company’s growth in Mexico’s cable and telecom market. In 2007, Cablevisión launched its first triple-play package, effectively transforming the company from a pay-TV provider into a telecommunications company. In 2009 Cablevisión began a US$240-million project to deploy “fiber to the curb,” and in doing so to bring more and better services to the home. These include higher capacity and download speeds for high-speed internet, video-programming such as digital video recording, and HD TV. 19 TELEVISA CELEBRATES 50 YEARS OF THE TELENOVELA In 2007 Televisa celebrated 50 years of producing its popular Telenovelas, captivating audiences throughout the Spanish-speaking world and beyond. The novela as a media format was first transmitted by radio in 1932. The first Telenovela produced in Mexico, Senda Prohibida, was broadcast in 1958. Since then, Televisa has produced more than 800 Telenovelas, and today the Telenovela remains one of our most successful formats. Unlike soap operas, which can run for decades, Telenovelas begin with a defined story line, are broadcast on a daily basis, and have an average run of 120 episodes. Televisa is able to produce approximately ten to 15 Telenovelas every year, aided by an extensive library of scripts and a tremendous pool of talent, most of which is developed in-house. The appeal of the Telenovela continues to grow in Mexico and abroad. As a matter of fact, three of the five most successful Telenovelas ever were launched in the past five years. During 2007, for example, Destilando Amor achieved an average audience share of 46.8 percent and, during its final episode, garnered an impressive 61.1 percent audience share. Televisa repeatedly replicates successes such as these in the United States. That same year, Destilando Amor reached an audience of 12.7 million viewers and powered Univision to the nation’s number-one ranking among all adults in the coveted 18–34 and 18–49 demographics. Additionally, the final episode of Destilando Amor, transmitted by Univision, was the most-watched finale of any Telenovela in Univision’s history1. Key to the success of Televisa is the consistency in the quality and appeal of the content that it produces. In 2006, the final episode of La Fea Más Bella garnered 43 rating points and an audience share of more than 62 percent. And last year, the final episode of Soy tu Dueña was the highest-rated show in Mexico, with 30.4 rating points. In all, during 2010, Televisa produced and transmitted all of the topten Telenovelas in Mexico, including the final episode of Hasta que el Dinero nos Separe, which garnered 28.4 rating points. The company’s skill in the production of Telenovelas has complemented Televisa’s success in the production of other popular formats, such as news and sports programs, reality shows, and series. 1 Among key demographics including all viewers 2 plus and adults 18 to 49. Source: Univision fourth-quarter 2007 earnings conference call transcript. 20 21 INVESTMENT IN CABLEMÁS ADVANCES TELEVISA’S CABLE AND TELECOM STRATEGY In 2006, Televisa invested US$258 million in long-term notes convertible into a 49 percent interest in Cablemás, the second-largest cable company in Mexico.1 In 2008 Televisa made an additional investment in Cablemás, and COFECO, Mexico’s competition commission, approved the conversion of those notes into equity. Televisa’s resulting 58.3 percent investment in Cablemás was a key step forward in the company’s strategy to become a relevant participant in Mexico’s cable and telecommunications industry. Televisa’s initial investment in Cablemás was one of the first in a series of steps to expand its presence in the rapidly growing cable and telecom industry. For example, in 2006, Televisa acquired a 50 percent interest in Televisión Internacional (TVI), which operates in Monterrey and other parts of northern Mexico. And in 2007 Televisa took a majority stake in Bestel, a fiber-optic network that provides voice, data, and managed services to domestic and international carriers both in Mexico and the United States. In 2009, Televisa’s cable assets Cablevisión, TVI, and Cablemás collaborated with Megacable to offer YOO, a nationally branded, lowcost triple-play offering. And in June 2010, the Mexican Communications and Transportation Ministry awarded to the consortium formed by Televisa, Telefónica, and Megacable a 20-year contract for the lease of a pair of dark-fiber wires held by the Mexican Federal Electricity Commission. As of today, Televisa has one of the largest telecom infrastructures in the country. Through its cable and telecom assets, it reaches several of the most important cities in Mexico with more than 6 million homes passed and has close to 50 thousand miles of fiber and coaxial cable around the country. In the aggregate, as of December 31, 2010, its three cable investments had more than 1.9 million video subscribers, 502 thousand voice subscribers, and 806 thousand data subscribers. Since the Cablemás investment in 2006, the total number of RGUs has been growing at an average rate of 22 percent per year. For the coming years, Televisa expects this business to remain an important source of growth. 1 Based on number of subscribers and homes passed. 22 Attractive growth potential As Televisa continues to explore opportunities to expand its presence in cable and telecom, it will seek to play a role in the consolidation of cable in Mexico. The Company expects to benefit from economies of scale and the growth potential of this industry, and it will continue to work to improve its offerings, the quality of its service, and the profitability of its business. 23 Continuous growth The ongoing growth in pay-TV penetration in Mexico and abroad, the appeal of Televisa’s pay-TV channels, and its extensive advertising inventory in this platform will continue to position Televisa Networks as one of the fastest-growing segments in Televisa. 24 TDN LAUNCH ENHANCES TELEVISA’S PAY-TV OFFERING Televisa launched Televisa Deportes Network (TDN), its all-sports payTV channel, in 2009. The addition of TDN rounded out Televisa’s portfolio of pay-TV channels with one of the most important genres in terms of ratings and commercial opportunities. Immediately upon its launch, TDN became one of the highest-rated sports channels in Mexico.1 TDN enabled Televisa to build an audience different from viewers of its general entertainment content, and one that is particularly attractive to advertising clients. The dedication put into making TDN a success is evidence of the importance that Televisa gives to this media platform. Through Televisa Networks, we distribute a total of 18 pay-TV brands (15 owned and 3 represented) in more than 50 countries. Pay television provides Televisa with an opportunity to monetize much of the content that has already been produced and amortized while accessing a revenue stream different from advertising, namely subscription revenue. In addition, through this platform Televisa is able to monetize more effectively its content abroad. Of the more than 26 million subscribers around the world, two thirds of them are outside Mexico. Today, Televisa’s pay-TV channels are top-ranked in many categories. In 2010, the channels Televisa transmitted over pay-TV platforms in Mexico included five of the top-ten general entertainment channels; three of the top-five music/lifestyle channels; and three of the top-five movie channels. Advertising in this platform is becoming an important source of revenue. Pay-TV channels attract demographics different from those of broadcast television. As such, Televisa is able to gain access to a special set of clients that otherwise would have not advertised in over-the-air television, such as those that seek certain demographics or that target specific geographies. In addition to benefiting from a recurring stream of affiliate revenue, the growth of this platform has effectively allowed Televisa to benefit from the fragmentation of advertisers, expanding its total client base. For Televisa Networks, advertising has grown at a CAGR of 43 percent2 since 2005. Today, it represents nearly 20 percent of the total revenues of this business segment. 1 As measured on platforms carrying both TDN and other sports channels. 2 Calculated with information as reported in each time period. 25 Increasing presence in the Hispanic market In 2010, Univision royalties accounted for US$156 million and constituted the majority of Televisa’s Programming Exports segment revenue. Under the new agreement, Televisa now benefits from the creation of value in Univision. Televisa invested US$1.2 billion in Univision for a five percent equity stake and debentures convertible into a 30 percent equity stake of Univision, subject to existing laws and regulations. The agreement also gives Televisa an option to acquire an additional five percent equity stake in Univision. In addition, the two companies signed a program license agreement for Mexico, under which Televisa received the right to broadcast Univision’s content in the country. The agreement expands and deepens the most important alliance in Spanish-language media today. It aligns the interests of both companies and empowers them to work together to enhance their presence and prospects in the growing U.S. Hispanic market. 26 TELEVISA SIGNS LANDMARK AGREEMENT WITH UNIVISION In December 2010 Televisa made a substantial investment in Univision and expanded and extended its long-term Program License Agreement. Since 1961, Televisa has successfully exported its content to the United States, initially through Spanish International Network, which in the 1980s changed its name to Univision. Televisa has also participated in the U.S. pay-TV market through TuTV, its joint venture with Univision, since 2002. This new agreement increases the exposure of Televisa’s content to the U.S. Hispanic market, giving Univision the right to carry it across all of its audiovisual platforms. The U.S. Hispanic market represents an important growth opportunity for Televisa, since a significant number of U.S. companies still do not advertise in this market—even though population is growing at four times the rate of the total U.S. population. In addition, nearly two-thirds of the country’s 50 million Hispanics are of Mexican heritage, and household consumption is 27 percent higher than consumption in Mexico. As a cultural demographic, U.S. Hispanics tend to retain cultural traditions and value systems, which partly explains why Televisa’s content travels naturally and successfully to the United States. This new agreement provides a mutually beneficial platform. For example, the agreement will enable them to capture the growth opportunity presented by offering new advertising alternatives to current and potential clients. The agreement will also extend the portfolio of pay-TV channels distributed in the United States and allow for the digital transmission of Televisa’s content. The agreement expands the royalty base and immediately increases the royalty payment to Televisa from 9.36 percent of television-only revenues to 11.91 percent of all audiovisual revenue. The agreement provides for a further increase, to 16.22 percent, beginning in 2018. 27 a decade at the FOREFRONT 2005 • International success of Televisa’s content • The DirecTV subscriber migration process is completed, increasing Sky’s base to more than 1.25 million. 2001 • The launch of Fundación Televisa • Pricing of US$300 million 10-year Senior Notes offering with an 8% coupon. • Salomé breaks rating records, delivering 25 rating points. 2003 • Televisa celebrates 10 years on the NYSE • Niña Amada Mía breaks rating records, delivering 26 rating points. 2004 2006 • Televisa issues US$300 million, 30-year, investment-grade bond • Sky consolidates its position as the leading DTH provider in Mexico • Cablevisión digitalizes its network • Agreement to launch five Pay-TV channels in the U.S.1 • The corporate restructuring concludes, and a dividend policy3 is approved. • Amor Real ranks as the mostwatched Telenovela of all time among US Hispanics. • Pay-TV Networks subscribers reach more than 10 million. 1 2 3 4 5 6 7 8 28 28 • A US$600 million dollar 20-year Senior Notes offering is priced.4 2002 • Cablevisión launches public offering on the Mexican stock exchange2. • Cablevisión begins to offer DVR and HD services. in partnership with Univision. 49% of its capital. Ps.0.35 per CPO annually. with a coupon rate of 6.625%. at 8.49% and due 2037. which represented an approximate 11.3% equity stake. US$500 million aggregate principal amount of Senior Notes due 2018. in Mexico and Latin America. 9 10 • La Fea Más Bella breaks rating records, delivering 29 rating points. • Pay-TV Network subscribers reach more than 15 million. • Televisa acquires a 50% equity stake in TVI. US$600 million aggregate principal amount due 2040. together with Megacable. 11 at 7.38% and due 2020. 12 formed by Telefónica, Televisa, and Megacable. 13 among Total Viewers 2+. 2007 2009 • Televisa celebrates 50 years of the Telenovela • TDN launch enhances Televisa’s Pay-TV offering • Pricing of Ps.4,500 million aggregate principal amount of Senior Notes,5 one of the few 30-year euro-peso deals. • Pricing of Senior Notes9 at 6.625%, a 245 bp spread over Mexican treasuries, the second smallest spread of any Mexican issuer. • Cablevisión launches telephony services and acquires Bestel. • Sky reaches 1.5 million subscribers and initiates operations in Central America and the Dominican Republic. • Televisa acquires Editorial Atlántida. • Televisa sells its shares and warrants 6 in Univision for US$1,094.37 million. • Our three cable investments10 launch YOO, a successful triple-play offering. • Cablevisión initiates “Grand Slam” project, taking fiberto-the-curb and increasing homes passed, among other objectives. 2010 • Investment in Cablemás advances Televisa’s cable and telecom strategy • Televisa signs landmark agreement with Univision • Televisa becomes exclusive distributor of Telemundo content in all audiovisual platforms.8 • Pay-TV Networks subscribers reach more than 20 million. • Telehit beats MTV in Mexico national ratings and maintains leadership in the years to follow. • Televisa expresses interest in participating in the mobile telecommunications market. • Sky launches VeTV and pays Ps.2.7 billion in dividends. 2008 • Pricing of Senior Notes7 at 6%, the lowest coupon ever paid for any bond issued by Televisa. • Television Broadcasting delivers revenue growth of 0.5%, while Mexican GDP decreases 6%. • Pricing of Ps.10,000 million aggregate principal amount of notes,11 the largest corporate issuance at a fixed rate in the local market, at a historically low interest rate. • Sky reaches 3 mm subscribers, of which 1 mm are added in 2010; launches IS-16 satellite; and starts to offer HD services. • Televisa launches ForoTV, a 24-hour news channel. • The consortium12 receives a contract for the lease of a pair of dark-fiber wires held by the Mexican Federal Electricity Commission. • Publishing concludes the restructuring of the business and extends the presence of six brands to digital platforms. • Televisa produces its 800th Telenovela. • Soy tu Dueña becomes the most-watched Spanishlanguage Telenovela in US television history13. • Pay-TV Networks subscribers reach more than 25 million. 29 29 MANAGEMENT´S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Set forth below are our consolidated results for the years ended December 31, 2009 and 2010. Results included have been prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”), and are presented in Mexican Pesos. The financial information set forth below should be read in conjunction with our audited consolidated financial statements as of and for the years ended December 31, 2009 and 2010 included in this Annual Report. The images shown along the MD&A section of this report are extracts of a campaign named “Estrellas del Bicentenario” (Bicentennial Stars), which was produced and transmitted by Televisa to celebrate the Bicentennial of Mexico’s independence by highlighting some of the country’s most beautiful locations. Year ended December 31, (In millions of Mexican Pesos)(1) Net sales Ps. Cost of sales(2) 2009 2010 52,352.5 Ps. 57,856.8 23,768.4 26,294.8 Selling expenses(2) 4,672.1 4,797.7 Administrative expenses(2) 3,825.5 4,602.4 Depreciation and amortization 4,929.6 6,579.3 Operating income 15,156.9 15,582.6 Other expense, net 1,764.9 567.2 Integral cost of financing, net 2,973.3 3,028.6 Equity in losses of affiliates, net 715.3 211.9 Income taxes 3,120.7 3,259.0 Non-controlling interest net income 575.6 832.5 Ps. 7,683.4 Controlling interest net income (1) Ps. 6,007.1 Certain data set forth in the table above may differ from data set forth in the consolidated statements of income for the years ended December 31, 2009 and 2010 included in this Annual Report due to differences in rounding. (2) Excluding depreciation and amortization. 30 Overview of Consolidated Results Net Sales Our net sales increased by Ps.5,504.3 million, or 10.5%, to Ps.57,856.8 million for the year ended December 31, 2010 from Ps.52,352.5 million for the year ended December 31, 2009. This increase was attributable to revenue growth across all our business segments with the exception of Publishing which underwent a restructuring process. Growth was especially strong in our Cable and Telecom and Sky segments. Cost of Sales Cost of sales increased by Ps.2,526.4 million, or 10.6%, to Ps.26,294.8 million for the year ended December 31, 2010 from Ps.23,768.4 million for the year ended December 31, 2009. This increase was due to higher costs in our Cable and Telecom, Television Broadcasting, Sky, Pay Television Networks and Programming Exports segments. These increases were partially offset by a decrease in the costs of our Publishing and Other Businesses segments. Selling Expenses Selling expenses increased by Ps.125.6 million, or 2.7%, to Ps.4,797.7 million for the year ended December 31, 2010 from Ps.4,672.1 million for the year ended December 31, 2009. This increase was attributable to higher selling expenses in our Cable and Telecom, Pay Television Networks, Programming Exports and Television Broadcasting segments. These increases were partially offset by a decrease in selling expenses in our Publishing, Sky and Other Businesses segments. Administrative Expenses Administrative expenses increased by Ps.776.9 million, or 20.3%, to Ps.4,602.4 million for the year ended December 31, 2010 from Ps.3,825.5 million for the year ended December 31, 2009. This increase reflects increased administrative expenses in all our segments, especially in our Cable and Telecom and Sky segments, as well as an increase in corporate expenses due to higher share-based compensation expense, which amounted to approximately Ps.560.6 million in 2010, compared with Ps.375.7 million in 2009. Palenque, Chiapas. Archaeological zone. 31 Overview of Operating Segment Results The following tables set forth the net sales and operating segment income (loss), for each of the Company’s business segments for the years ended December 31, 2009 and 2010. % Contribution to 2010 Total Segment Net Sales Year ended December 31, (In millions of Mexican Pesos) 2010 2009 Net Sales Ps. 22,750.1 Pay Television Networks 2,736.6 3,146.2 5.3 Programming Exports 2,845.9 3,074.8 5.2 Publishing 3,356.1 3,229.6 5.5 Sky 10,005.2 11,248.2 19.0 Television Broadcasting Ps. 21,561.6 38.5 % Cable and Telecom 9,241.8 11,814.2 20.0 Other Businesses 3,771.4 3,812.3 6.5 59,075.4 100.0 Intersegment Revenues (1) (1,166.1) (1,218.6) (2.1) Ps. 57,856.8 97.9 % Total Segment Net Sales Consolidated Net Sales (1) Ps. 53,518.6 52,352.5 For segment reporting purposes, intersegment revenues are included in each of the segment revenues. Year ended December 31, (In millions of Mexican Pesos) 2010 2009 Operating Segment Income (Loss) (1) Ps. 10,323.9 Ps. 10,714.3 Pay Television Networks 1,660.4 1,622.0 Programming Exports 1,437.2 1,503.6 Publishing 190.7 425.3 Sky 4,478.8 5,074.5 Cable and Telecom 2,971.9 3,907.2 Other Businesses (318.2) (184.0) Total Operating Segment Income 20,744.7 23,062.9 Corporate Expenses (658.2) (901.0) Depreciation and Amortization (4,929.6) (6,579.3) Consolidated Operating Income 15,156.9 Ps. 15,582.6 Television Broadcasting (1) Ps. The operating segment income (loss) set forth in this Annual Report does not reflect corporate expenses or depreciation and amortization in any period presented and is presented herein to facilitate the discussion of segment results. 32 Television Broadcasting Television Broadcasting net sales, representing 40.3% and 38.5% of our total segment net sales for the years ended December 31, 2009 and 2010, respectively, increased by Ps.1,188.5 million, or 5.5%, to Ps.22,750.1 million for the year ended December 31, 2010 from Ps.21,561.6 million for the year ended December 31, 2009. Our content continued to perform well. For example the final episode of the novela “Soy tu Dueña” was the highest rated program transmitted in Mexico through broadcast television during the year, and nine of the top-ten rated shows on over-the-air television in Mexico were transmitted by us. The sales of the broadcast and transmission of the 2010 Soccer World Cup in South Africa also contributed to the increase in net sales. Television Broadcasting operating segment income increased by Ps.390.4 million, or 3.8%, to Ps.10,714.3 million for the year ended December 31, 2010 from Ps.10,323.9 million for the year ended December 31, 2009. This increase was due to the increase in net sales and was partially offset by an increase in cost of sales related to the transmission during the year of programs produced in connection with the 2010 Soccer World Cup, including the soccer matches, and an increase in operating expenses, primarily in personnel expenses. Pay-Television Networks Pay Television Networks net sales, representing 5.1% and 5.3% of our total segment net sales for the years ended December 31, 2009 and 2010, respectively, increased by Ps.409.6 million, or 15.0%, to Ps.3,146.2 million for the year ended December 31, 2010 from Ps.2,736.6 million for the year ended December 31, 2009. This increase was achieved in spite of a negative translation effect of foreign-currency-denominated sales, and was driven by higher revenues from channels sold in Mexico as well as higher advertising sales, which represented 22.7% of segment revenue in 2010. Some of the most successful channels during the year included “Clásico TV” and the 2-hour delayed version of “Channel 2”. Additionally, during the year, we successfully added to our portfolio of highdefinition channels “Golden” and “American Network”, and launched the “TL Novela” channel in Brazil. Pay Television Networks operating segment income decreased by Ps.38.4 million, or 2.3%, to Ps.1,622.0 million for the year ended December 31, 2010, from Ps.1,660.4 million for the year ended December 31, 2009. This decrease reflects an increase in cost of sales and operating expenses, driven mainly by investments made in the production and launch of two new channels. In August 2009 we launched our sports pay-TV channel, “Televisa Deportes Network (TDN)”, which carried on an exclusive basis ten of the 64 games of the 2010 Soccer World Cup. Additionally, in February 2010 we launched “Foro TV”, our 24-hour news pay-TV channel, which from September 2010 is broadcast on our free-to-air Channel 4. Montebello lagoons, Chiapas. Pojoj lake. 33 Programming Exports Programming Exports net sales, representing 5.3% and 5.2% of our total segment net sales for the years ended December 31, 2009 and 2010, respectively, increased by Ps.228.9 million, or 8.0%, to Ps.3,074.8 million for the year ended December 31, 2010 from Ps.2,845.9 million for the year ended December 31, 2009. This increase was primarily due to an increase in royalties from Univision, from U.S.$143.0 million in 2009 to U.S.$156.1 million in 2010, as well as higher programming sales mainly in Europe and higher revenue from co-productions abroad. This increase was partially offset by a negative translation effect on foreign-currency-denominated sales. Programming Exports operating segment income increased by Ps.66.4 million, or 4.6%, to Ps.1,503.6 million for the year ended December 31, 2010 from Ps.1,437.2 million for the year ended December 31, 2009. This increase was primarily due to the increase in net sales, which was partially offset by an increase in cost of sales due to higher programming and coproduction costs and operating expenses, primarily due to an increase in personnel expenses and an increase in the provision for doubtful trade accounts. Publishing Publishing net sales, representing 6.3% and 5.5% of our total segment net sales for the years ended December 31, 2009 and 2010, respectively, decreased by Ps.126.5 million, or 3.8%, to Ps.3,229.6 million for the year ended December 31, 2010 from Ps.3,356.1 million for the year ended December 31, 2009. The annual decrease was driven by the negative impact of the translation effect on foreign-currency-denom- 34 34 inated sales; and from a restructuring of the business, which included taking some magazines off the market resulting in a decrease in magazine circulation in Mexico and consequently a decrease in advertising revenue. This decrease was partially offset by an increase in advertising sales abroad. Publishing operating segment income increased by Ps.234.6 million, or 123.0%, to Ps.425.3 million for the year ended December 31, 2010 from Ps.190.7 million for the year ended December 31, 2009. This increase reflects lower paper and printing costs in connection with the restructuring process and lower operating expenses due to non-recurrent charges such as a decrease in allowances and the provision for doubtful trade accounts. This increase in the operating segment income was partially offset by the decrease in net sales. Sky Sky net sales, representing 18.7% and 19.0% of our total segment net sales for the years ended December 31, 2009 and 2010, respectively, increased by Ps.1,243.0 million, or 12.4%, to Ps.11,248.2 million for the year ended December 31, 2010 from Ps.10,005.2 million for the year ended December 31, 2009. The annual increase was driven by solid growth in the subscriber base in Mexico, mainly attributable to the success of Sky’s new low-cost offerings. Additionally, Sky transmitted 24 matches of the 2010 Soccer World Cup on an exclusive basis and in some packages sold it as a pay-per-view event. The number of gross active subscribers increased to 3,044,000 (including 149,900 commercial subscribers) as of December 31, 2010 from 1,959,700 (including 144,300 commercial subscribers) as of December 31, 2009. Sky operating segment income increased by Ps.595.7 million or 13.3% to Ps.5,074.5 million for the year ended December 31, 2010 from Ps.4,478.8 million for the year ended December 31, 2009. This increase was due to the increase in net sales as well as a reduction in the amount of costs amortized related to the exclusive transmission of certain 2010 Soccer World Cup matches. This increase was partially offset by an increase in programming costs associated with the increase in our subscriber base, and operating expenses due to commissions paid and increase in the provision for doubtful trade accounts. Cable and Telecom Cable and Telecom net sales, representing 17.3% and 20.0% of our total segment net sales for the years ended December 31, 2009 and 2010, respectively, increased by Ps.2,572.4 million, or 27.8%, to Ps.11,814.2 million for the year ended December 31, 2010 from Ps.9,241.8 million for the year ended December 31, 2009. This increase was primarily due to the consolidation of Cablevisión Monterrey (“TVI”) effective October 1, 2009, which represented incremental sales of Ps.1,463.5 million as well as the addition of more than 356,000 revenue generating units (RGUs) in Cablevisión and Cablemás. Cable and Telecom operating segment income increased by Ps.935.3 million, or 31.5%, to Ps.3,907.2 million for the year ended December 31, 2010 from Ps.2,971.9 million for the year ended December 31, 2009. This increase was due to the continued growth in the cable platforms as well as a positive translation effect on foreign-currency-denominated costs, and was partially offset by the increase in costs resulting from the growth in the subscriber base and higher costs and expenses resulting from the consolidation of TVI. The following table sets forth the breakdown of RGUs as of December 31, 2010: CABLEVISIÓN CABLEMÁS TVI Video 668,985 997,239 301,698 Broadband 299,157 360,049 147,268 Voice 190,441 205,180 106,129 1,158,583 1,562,468 555,095 RGUs Other Businesses Other Businesses net sales, representing 7.0% and 6.5% of our total segment net sales for the years ended December 31, 2009 and 2010, respectively, increased by Ps.40.9 million, or 1.1%, to Ps.3,812.3 million for the year ended December 31, 2010 from Ps.3,771.4 million for the year ended December 31, 2009. This increase was primarily due to higher sales related to our gaming, sporting events production, radio and publishing distribution businesses. This increase was partially offset by lower sales in our feature-film distribution and internet businesses. Other Businesses operating segment loss decreased by Ps.134.2 million, or 42.2%, to Ps.184.0 million for the year ended December 31, 2010 from Ps.318.2 million for the year ended December 31, 2009. This decrease reflects a decrease in the losses attributable to our sporting events production, gaming and publishing distribution businesses as well as an increase in the operating segment income of our radio business. These favorable effects were partially offset by an increase in the losses attributable to our internet business and the losses attributable to our feature-film distribution business in 2010, as compared to 2009 when this business produced income. Depreciation and Amortization Depreciation and amortization expense increased by Ps.1,649.7 million, or 33.5%, to Ps.6,579.3 million for the year ended December 31, 2010 from Ps.4,929.6 million for the year ended December 31, 2009. This change primarily reflects an increase in such expense in our Cable and Telecom (due to the consolidation of TVI), Sky and Television Broadcasting segments. This increase was partially offset by a decrease in such expense in our Publishing segment. Ría Lagartos, Yucatán. Biosphere reserve. 35 35 Operating Income Operating income increased by Ps.425.7 million, or 2.8%, to Ps.15,582.6 million for the year ended December 31, 2010 from Ps.15,156.9 million for the year ended December 31, 2009. This increase reflects the increase in our total net sales, partially offset by the increases in cost of sales, operating expenses and depreciation and amortization expense. Non-operating Results Other Expense, Net Other expense, net, for the year ended December 31, 2010, included expenses related to financial advisory and professional services mainly associated with our investment in Univision transaction, loss on disposition of property and equipment, non-recurring expenses in connection with the refinancing of debt in our Cable and Telecom segment, and an impairment adjustment to the carrying value of goodwill of a business within our Publishing segment. These expenses were partially offset by a net gain on disposition of investments. Other expense, net, decreased by Ps.1,197.7 million, or 67.9%, to Ps.567.2 million for the year ended December 31, 2010, compared with Ps.1,764.9 million for the year ended December 31, 2009. This decrease reflected primarily i) a reduction in non-cash impairment adjustments to the carrying value of goodwill in our Cable and Telecom, Television Broadcasting and Publishing segments and ii) the gain on disposition of investments in shares. These favorable variances were partially offset by i) non-recurring expenses related to the refinancing of debt of Cablemás, and ii) increases in other expenses related to financial advisory and professional services and the disposition of equipment. Integral Cost of Financing, Net Integral cost of financing, net, significantly impacts our financial statements in periods of high inflation or currency fluctuations. Under Mexican FRS, integral cost of financing reflects: • interest expense, including gain or losses from derivative instruments; • interest income; and • foreign exchange gain or loss attributable to monetary assets and liabilities denominated in foreign currencies, including gains or losses from derivative instruments. Our foreign exchange position is affected by our assets or liabilities denominated in foreign currencies, primarily U.S. dollars. We record a foreign exchange gain or loss if the exchange rate of the Peso to the other currencies in which our monetary assets or liabilities are denominated varies. 36 The net expense attributable to integral cost of financing increased by Ps.55.3 million, or 1.9%, to Ps.3,028.6 million for the year ended December 31, 2010 from Ps.2,973.3 million for the year ended December 31, 2009. This increase primarily reflected i) a Ps.478.9 million increase in interest expense, due mainly to a higher average principal amount of long-term debt in 2010, and ii) a Ps.5.9 million decrease in interest income explained primarily by a reduction of interest rates applicable to cash equivalents and temporary investments in 2010. These unfavorable variances were partially offset by a Ps.429.5 million decrease in foreign exchange loss resulting primarily from the favorable effect of a 5.5% appreciation of the Mexican peso against the U.S. dollar in 2010 our average net U.S. dollar liability position in 2010, which changed from a net U.S. dollar asset position in 2009. Equity in Losses of Affiliates, Net This line item reflects our equity participation in the operating results and net assets of unconsolidated businesses in which we maintain an interest, but over which we have no control. We recognized equity in losses of affiliates up to the amount of our initial investment and subsequent capital contributions, or beyond that amount when guaranteed commitments have been made by us in respect of obligations incurred by affiliates. Equity in losses of affiliates, net, decreased by Ps.503.4 million, or 70.4%, to Ps.211.9 million in 2010 compared with Ps.715.3 million in 2009. This decrease mainly reflected a reduction in equity in loss of La Sexta, our 40.5% interest in a free-to-air television channel in Spain. This decrease was partially offset by the absence of equity in earnings of i) Volaris, as we disposed of this investment in the third quarter of 2010, and ii) TVI, as we began consolidating its assets, liabilities and results of operations in our consolidated financial statements effective in the fourth quarter of 2009. Equity in losses of affiliates, net, for the year ended December 31, 2010, mainly is comprised of the equity in loss of La Sexta, which was partially offset by the equity in earnings of other associates. Income Taxes Income taxes increased by Ps.138.3 million, or 4.4%, to Ps.3,259.0 million in 2010 from Ps.3,120.7 million in 2009. This increase primarily reflected a higher income tax base, which was partially offset by a lower effective income tax rate. We are authorized by the Mexican tax authorities to compute our income tax on a consolidated basis. Mexican controlling companies are allowed to consolidate, for income tax purposes, income or losses of their Mexican subsidiaries up to 100% of their share ownership in such subsidiaries. The Mexican corporate income tax rate in 2008, 2009 and 2010 was 28%, 28% and 30%, respectively. The Flat Rate Business Tax (“Impuesto Empresarial a Tasa Única” or “IETU”) became effective in Mexico as of January 1, 2008. This flat tax replaced Mexico´s asset tax and is applied along with Mexico´s regular income tax. In general, Mexican companies are subject to paying the greater of the flat tax or the income tax. The IETU is calculated by applying a tax rate of 16.5% in 2008, 17% in 2009, and 17.5% in 2010 and the thereafter. Although the IETU is defined as a minimum tax it has a wider taxable base as some of the tax deductions allowed for income tax purposes are not allowed for the flat tax. As of December 31, 2008, 2009 and 2010, this tax did not have an effect on the Group´s deferred tax position, and the Group does not expect to have to pay the IETU in the near future. In December 2009, the Mexican government enacted certain amendments and changes to the Mexican Income Tax Law that became effective as of January 1, 2010. The main provisions of these amendments and changes are as follows: i) the corporate income tax rate is increased from 28% to 30% for the years 2010 through 2012, and will be reduced to 29% and 28% in 2013 and 2014, respectively; ii) the deferred income tax benefit derived from tax consolidation of a parent company and its subsidiaries is limited to a period of five years; therefore, the resulting deferred income tax has to be paid starting in the sixth year following the fiscal year in which the deferred income tax benefit was received; iii) the payment of this income tax has to be made in installments: 25% in the first and second year, 20% in the third year, and 15% in the fourth and fifth year; and iv) this procedure applies for the deferred income tax resulting from the tax consolidation regime prior to and from 2010, so taxpayers paid in 2010 the first installment of the cumulative amount of the deferred tax benefits determined as of December 31, 2004. Uxmal, Yucatán. Archaeological zone. 37 Non-controlling Interest Net Income Non-controlling interest net income reflects that portion of operating results attributable to the interests held by third parties in the businesses which are not wholly-owned by us, including our Cable and Telecom and Sky segments, as well as our Radio business. Non-controlling interest net income increased by Ps.256.9 million, or 44.6%, to Ps.832.5 million in 2010, from Ps.575.6 million in 2009. This increase primarily reflected a higher portion of consolidated net income attributable to interests held by non-controlling stockholders in our Cable and Telecom and Sky segments. Controlling Interest Net Income We generated controlling interest net income in the amount of Ps.7,683.4 million in 2010, as compared to Ps.6,007.1 million in 2009. The net increase of Ps.1,676.3 million reflected: • a Ps.425.7 million increase in operating income; These changes were partially offset by: • a Ps.55.3 million increase in integral cost of financing, net; • a Ps.138.3 million increase in income taxes; and • a Ps.256.9 million increase in non-controlling interest net income. Capital Expenditures, Acquisitions and Investments During 2011, we expect to: • make aggregate capital expenditures for property, plant and equipment totaling U.S.$850 million, of which U.S.$435 million and U.S.$270 million are for the expansion and improvements of our Cable and Telecom and Sky segments, respectively, and the remaining U.S.$145 million are for our Television Broadcasting segment and other segments; • make investments related to our 33.3% interest in GTAC for an aggregate amount of Ps.159 million. • a Ps.1,197.7 million decrease in other expense, net; and During 2010, we: • a Ps.503.4 million decrease in equity in losses of affiliates, net. • made aggregate capital expenditures totaling U.S.$1,011 million, of which U.S.$438.5 million, U.S.$436.6 million and U.S.$12.5 million correspond to our Cable and Telecom, Sky and Gaming businesses, respectively, and U.S.$123.4 million to our Television Broadcasting and other businesses; Monte Albán, Oaxaca. Archaeological zone. 38 38 • made loans related to our 40.5% interest in La Sexta for an aggregate amount of €21.5 million; • made investments of U.S.$1,255 million in cash in Broadcasting Media Partners, Inc. (“BMP”), the controlling company of Univision, in exchange for a 5% equity stake of the outstanding common stock of BMP and U.S.$1,125 million principal amount debentures due 2025 bearing interest at an annual rate of 1.5%, that are initially convertible into a 30% equity stake in the common stock of BMP; and • made investments and long-term loans related to our 33.3% interest in Grupo de Telecomunicaciones de Alta Capacidad, S.A.P.I. de C.V. (“GTAC”) for an aggregate amount of Ps.426.7 million. During 2009, we: • made aggregate capital expenditures totaling U.S.$499.3 million, of which U.S.$239 million, U.S.$128.8 million and U.S.$17.5 million correspond to our Cable and Telecom, Sky and Gaming businesses, respectively, and U.S.$114 million to our Television Broadcasting and other businesses; • made investments related to our 40.5% interest in La Sexta for an aggregate amount of €35.7 million; and • made investments in Volaris, for U.S.$5 million, and in other associates for approximately U.S.$5.5 million. Indebtedness As of December 31, 2010, our consolidated long-term portion of debt amounted to Ps.46,495.7 million, and our consolidated current portion of debt was Ps.1,469.1 million. As of December 31, 2010, our total consolidated debt was denominated in U.S. dollars (59.18%) and Mexican pesos (40.82%). Additionally, as of December 31, 2010, our consolidated long-term portion of capital lease obligations amounted to Ps.280.1 million, and our consolidated current portion of capital lease obligations was Ps.349.7 million. The major components of our total consolidated indebtedness as of December 31, 2010 were as follows: • 8% Senior Notes due 2011 for an outstanding amount of U.S.$72 million; • 6% Senior Notes due 2018 for an amount of U.S.$500 million; • 6.625% Senior Notes due 2025 for an amount of U.S.$600 million; • 8.5% Senior Notes due 2032 for an amount of U.S.$300 million; • 8.49% Senior Notes due 2037 for an amount of Ps.4,500 million ; • 6.625% Senior Notes due 2040 for an amount of U.S.$600 million; • Long-term loan facility due 2012 for an amount of U.S.$225 million with an average annual interest of LIBOR + 0.525% (Empresas Cablevisión); • Long-term loan facility due 2012 for an amount of Ps.1,000 million with an average annual interest rate of 10.35%; • Long-term loan facility due 2016 for an amount of Ps.1,400 million with an average annual interest of TIIE + 24 basis points (Sky); • Long-term loan facility due 2016 for an amount of Ps.2,100 million with an average annual interest rate of 8.74% (Sky); • 7.38% Notes due 2020 for an amount of Ps.10,000 million; • Short-term loan facilities for an aggregate amount of Ps.510 million with annual interest rates in the range of TIIE plus 1.50% and TIIE plus 3.50% (TVI); • Short-Term loan facilities for an aggregate amount of Ps.70 million with annual interest rates in the range of 7.10% and 7.84% (TVI); • Satellite transponder lease obligation for an amount equivalent to U.S.$33.6 million; and • Other capital lease obligations for an amount equivalent to U.S.$17.4 million. For a further description of this indebtedness, see Note 8 to the Consolidated Financial Statements. 39 39
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