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, 2019
 


GRUPO TELEVISA, S.A.B.
(Translation of registrant’s name into English)
 

 
Av. Vasco de Quiroga No. 2000, Colonia Santa Fe 01210, Mexico City, Mexico
(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 ☒      Form 40-F ☐

(Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).)

Yes ☐      No ☒

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).)

Yes ☐      No ☒



 
 



 

TLEVISA

Consolidated

Ticker:       TLEVISA

Quarter:     3     Year:    2019



Quarterly Financial Information
 

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[105000] Management commentary
 

Management commentary



Mexico City, October 24, 2019 — Grupo Televisa, S.A.B. (NYSE:TV; BMV: TLEVISA CPO; “Televisa” or “the Company”), today announced results for third-quarter 2019. The results have been prepared in accordance with International Financial Reporting Standards (“IFRS”).

Last year, during third quarter, Content sales and operating segment income benefited by Ps.1,010.1 million and by Ps.593.3 million, respectively, from the non-recurring licensing of certain broadcast and digital rights of the World Cup in Latin America in 2018 (the “non-recurring licensing revenue”).

The following table sets forth consolidated Net Sales and Operating Segment Income for the quarters ended September 30, 2019 and 2018, in millions of Mexican pesos excluding the non-recurring licensing revenue:

Excluding non-recurring licensing revenue for 3Q’18
3Q’19
Margin %
3Q’18
Margin %
Change %
Net sales
25,786.1
100.0
24,023.1
100.0
7.3
Operating segment income1
10,764.4
39.6
9,714.8
38.4
10.8
1 The operating segment income margin is calculated as a percentage of segment net sales.
 
Net sales, excluding non-recurring licensing revenue, increased by 7.3% to Ps.25,786.1 million in third-quarter 2019 compared with Ps.24,023.1 million in third-quarter 2018. This increase was mainly attributable to revenue growth in the Cable segment. Operating segment income grew 10.8%, reaching Ps.10,764.4 million with a margin of 39.6%.

The following table sets forth condensed consolidated statements of income for the quarters ended September 30, 2019 and 2018, in millions of Mexican pesos. The table includes the abovementioned non-recurring licensing revenue and the results presented are not comparable year-over-year:

 
3Q’19
Margin %
3Q’18
Margin %
Change %
Net sales
25,786.1
100.0
25,033.2
100.0
3.0
Net income
1,158.6
4.5
1,479.6
5.9
(21.7)
Net income attributable to stockholders of the Company
755.2
2.9
978.0
3.9
(22.8)
Segment net sales
27,202.5
100.0
26,283.8
100.0
3.5
Operating segment income (1)
10,764.4
39.6
10,308.1
39.2
4.4
(1)  The operating segment income margin is calculated as a percentage of segment net sales.

Net income attributable to stockholders of the Company amounted to Ps.755.2 million in third-quarter 2019 compared with Ps.978.0 million in third-quarter 2018. The net decrease of Ps.222.8 million, or 22.8%, reflected (i) a Ps.380.9 million increase in finance expense, net; (ii) a Ps.283.5 million increase in depreciation and amortization; (iii) a Ps.166.7 million decrease in share of income of associates and joint ventures, net; and (iv) a Ps.27.3 million increase in income taxes. These unfavorable variances were partially offset by (i) a Ps.494.3 million increase in operating income before depreciation and amortization; (ii) a Ps.98.2 million decrease in net income attributable to non-controlling interests; and (iii) a Ps.43.1 million decrease in other expense, net.

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Disclosure of nature of business


Televisa is a leading media company in the Spanish-speaking world, an important cable operator in Mexico and an operator of a leading direct-to-home satellite pay television system in Mexico. Televisa distributes the content it produces through several broadcast channels in Mexico and in over 75 countries through 26 pay-tv brands, television networks, cable operators and over-the-top or “OTT” services. In the United States, Televisa’s audiovisual content is distributed through Univision Communications Inc. (“Univision”) the leading media company serving the Hispanic market. Univision broadcasts Televisa’s audiovisual content through multiple platforms in exchange for a royalty payment. In addition, Televisa has equity and warrants which upon their exercise would represent approximately 36% on a fully-diluted, as-converted basis of the equity capital in Univision Holdings, Inc., the controlling company of Univision. Televisa’s cable business offers integrated services, including video, high-speed data and voice services to residential and commercial customers as well as managed services to domestic and international carriers. Televisa owns a majority interest in Sky, a leading direct-to-home satellite pay television system and broadband provider in Mexico, operating also in the Dominican Republic and Central America. Televisa also has interests in magazine publishing and distribution, radio production and broadcasting, professional sports and live entertainment, feature- film production and distribution, and gaming.




Disclosure of management’s objectives and its strategies for meeting those objectives

 

We intend to leverage our position as a leading media company in the Spanish-speaking world to continue expanding our business while maintaining profitability and financial discipline. We intend to do so by maintaining our leading position in the Mexican television market, by continuing to produce high quality programming and by improving our sales and marketing efforts while maintaining high operating margins and expanding our cable business.

 

By leveraging all our business segments and capitalizing on their synergies to extract maximum value from our content and our distribution channels, we also intend to continue expanding our cable business, increasing our international programming sales worldwide and strengthening our position in the growing U.S.-Hispanic market. We also intend to continue developing and expanding Sky, our DTH platform, and our cable businesses. We will continue to strengthen our position and will continue making additional investments, which could be substantial in size, in the DTH and cable industry in accordance with the consolidation of the cable market in Mexico, and we will also continue developing our publishing business and maintain our efforts to become an important player in the gaming industry.

 

We intend to continue to expand our business by developing new business initiatives and/or through business acquisitions and investments in Mexico, the United States and elsewhere. However, we continue to evaluate our portfolio of assets, in order to determine whether to continue plans to dispose of select non-core operations.




Disclosure of entity’s most significant resources, risks and relationships

 
We expect to fund our operating cash needs during 2019, other than cash needs in connection with any potential investments and acquisitions, through a combination of cash from operations and cash on hand. We intend to finance our potential investments or acquisitions in 2019 through available cash from operations, cash on hand and/or borrowings. The amount of borrowings required to fund these cash needs in 2019 will depend upon the timing of such transactions and the timing of cash payments from advertisers under our advertising sales plan.
 
The investing public should consider the risks described as follows, as well as the risks described in “Key Information_Risk Factors” in the Company’s Annual Report 2018, which are not the only risks the Company faces  which will be posted on the of our investor relations website at televisair.com when filed with the Comisión Nacional Bancaria y de Valores. Risks and uncertainties unknown by the Company, as well as those that the Company currently considers as not relevant, could affect its operations and activities.
 

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Risk Factors Related with Political Developments:

Imposition of fines by regulators and other authorities could adversely affect our financial condition and results of operations
Social Security Law
Federal Labor Law
Mexican tax laws
Regulations of the General Health Law on advertising
Weaknesses in internal controls over financial reporting
Changes in U.S. tax law
Mexican Securities Market Law
Renewal or revocation of our concessions


Risk Factors Related to our Business:

Control of a stockholder
Measures for the prevention of the taking of control
Competition
Seasonal nature of our business
Loss of transmission or loss of the use of satellite transponders
Incidents affecting our network and information systems or other technologies
Results of operations of UHI
Uncertainty in global financial markets
Renegotiation of Trade Agreements or other changes in foreign policy by the presidential administration in the United States
Inflation Rates and High Interest Rates in Mexico
Political events in Mexico 

 

Radiopolis

In connection with the sale of Televisa’s 50% equity participation in Sistema Radiópolis, S.A. de C.V. announced on July 17, 2019, Corporativo Coral, S.A. de C.V. and Miguel Alemán Magnani (jointly, the “Obligors”) failed to make an initial payment for approximately U.S.$32 million dollars. According to the Obligors, they have experienced delays in securing the necessary financing. Access to financing was not agreed as a condition precedent to payment. The Company will commence the corresponding legal actions if the Obligors remain in breach of its payment obligations.



Disclosure of results of operations and prospects

 

The following table presents third-quarter consolidated results ended September 30, 2019 and 2018, for each of our business segments. Consolidated results for third-quarter 2019 and 2018 are presented in millions of Mexican pesos.


Net Sales
3Q’19
%
3Q’18
 %
Change %
Cable
10,572.1
38.9
9,219.9
35.1
14.7
Sky
5,338.3
19.6
5,407.3
20.6
(1.3)
Content1
8,659.0
31.8
8,700.0
33.1
(0.5)
Other Businesses
2,633.1
9.7
1,946.5
7.4
35.3
Segment Net Sales1
27,202.5
100.0
25,273.7
96.2
7.6
Intersegment Operations2
(1,416.4)
 
(1,250.6)
   
Net Sales1
25,786.1
 
24,023.1
 
7.3
Non-recurring licensing revenue
n/a
 
1,010.1
3.8
n/a
Net Sales
25,786.1
 
25,033.2
 
3.0

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Operating Segment Income3
3Q’19
Margin  %
3Q’18
Margin %
Change %
Cable
4,481.7
42.4
3,907.5
42.4
14.7
Sky
2,399.9
45.0
2,569.9
47.5
(6.6)
Content1
3,112.3
35.9
3,110.7
35.8
0.1
Other Businesses
770.5
29.3
126.7
6.5
508.1
Operating Segment Income1
10,764.4
39.6
9,714.8
38.4
10.8
Non-recurring licensing income
n/a
n/a
593.3
58.7
n/a
Operating Segment Income
10,764.4
39.6
10,308.1
39.2
4.4
Corporate Expenses
(436.3)
(1.6)
(496.0)
(1.9)
12.0
Depreciation and Amortization
(5,321.3)
(20.6)
(5,037.8)
(20.1)
(5.6)
Other (Expense) Income, net
(389.4)
(1.5)
(432.5)
(1.7)
10.0
Intersegment Operations4
(21.7)
(0.1)
n/a
n/a
n/a
Operating Income
4,595.7
17.8
4,341.8
17.3
5.8

1 Excludes the non-recurring licensing revenue.

2 For segment reporting purposes, intersegment operations are included in each of the segment operations.

3 Operating segment income is defined as operating income before depreciation and amortization, corporate expenses, and other expense, net.

4 As a result of IFRS 16 adoption, intersegment operations related to intercompany leases were not eliminated on the Operating Segment Income level as in prior years.


Cable

Third-quarter sales increased by 14.7% to Ps.10,572.1 million compared with Ps.9,219.9 million in third-quarter 2018 driven by our pricing strategy and the increase in our load factor.

Total revenue generating units reached 12.5 million. Quarterly growth was mainly driven by 18.5 thousand broadband net additions and 149.1 thousand voice net additions. Video RGUs decreased by 42.0 thousand. Total net additions for the quarter were approximately 125.6 thousand.

The following table sets forth the breakdown of RGUs per service type for our Cable segment as of September 30, 2019 and 2018.


RGUs
3Q’19
3Q’18
Video
4,345,020
4,281,125
Broadband
4,658,764
4,168,248
Voice
3,534,461
2,519,972
Total RGUs
12,538,245
10,969,345


Third-quarter operating segment income increased by 14.7% to Ps.4,481.7 million compared with Ps.3,907.5 million in third-quarter 2018. Margin stayed in line with same quarter last year.

The following tables set forth the breakdown of revenues and operating segment income, excluding consolidation adjustments, for our MSO and enterprise operations for third-quarter 2019 and 2018.

MSO Operations (1)
Millions of Mexican pesos
3Q’19
3Q’18
Change %
Revenue
9,603.8
8,220.9
16.8
Operating Segment Income
4,119.7
3,548.5
16.1
Margin (%)
42.9
43.2
 

Enterprise Operations (1)
Millions of Mexican pesos
3Q’19
3Q’18
Change %
Revenue
1,437.7
1,358.2
5.9
Operating Segment Income
504.0
492.3
2.4
Margin (%)
35.1
36.2
 
(1)These results do not include consolidation adjustments of Ps.469.4 million in revenues nor Ps.142.0 million in Operating Segment Income for third quarter 2019, neither the consolidation adjustments of Ps.359.2 million in revenues nor Ps.133.3 million in Operating Segment Income for third quarter 2018. Consolidation adjustments are considered in the consolidated results of the Cable segment.


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Third-quarter operating segment income in our MSO operations increased by 16.1%, reaching a margin of 42.9%. Consolidated Sales and Consolidated Operating Segment Income in our Enterprise Operations increased by 5.9% and 2.4%, respectively.

Sky

Third-quarter sales decreased by 1.3% to Ps.5,338.3 million compared with Ps.5,407.3 million in third-quarter 2018. This is mainly explained by a lower number video RGUs given the disconnections that followed Sky’s transmission of the Soccer World Cup in 2018.

During the quarter, Sky continued growing in video RGUs adding 19.0 thousand, and also kept on growing its broadband business after adding 80.6 thousand broadband RGUs. It reached a total of 319.0 thousand broadband RGUs.

Sky ended the quarter with 7.7 million video and broadband RGUs, of which 166,173 were video RGUs in Central America and the Dominican Republic.

The following table sets forth the breakdown of RGUs per service type for Sky as of September 30, 2019 and 2018.

RGUs
3Q’19
3Q’18
Video
7,412,728
7,835,657
Broadband
318,977
51,246
Voice
1,252
n/a
Total RGUs
7,732,957
7,886,903

Third-quarter operating segment income decreased 6.6% to Ps.2,399.9 million compared with Ps.2,569.9 million in third-quarter 2018. The margin was 45.0%.

Content

Excluding the non-recurring licensing revenue, third-quarter sales decreased by 0.5% to Ps.8,659.0 million compared with Ps.8,700.0 million in third-quarter 2018. Third-quarter sales, including 2018 non-recurring licensing revenue, declined 10.8%.

Millions of Mexican pesos
3Q’19
%
3Q’18
%
Change %
Advertising
4,786.6
55.3
5,051.2
58.1
(5.2)
Network Subscription
1,238.9
14.3
1,182.8
13.6
4.7
Licensing and Syndication
2,633.5
30.4
2,466.0
28.3
6.8
Net Sales
8,659.0
100.0
8,700.0
100.0
(0.5)
Non-recurring licensing revenue
n/a
 
1,010.1
 
n/a
Net Sales
8,659.0
 
9,710.1
 
(10.8)

Advertising

Third-quarter advertising sales decreased by 5.2% to Ps.4,786.6 million compared with Ps.5,051.2 million in third-quarter 2018. The decline was mostly driven by lower government advertising revenue. Private sector advertising grew 1.3%, including the transmission of the World Cup last year. Excluding the effect of the World Cup, core private sector advertising revenue was up by 5.1%.

Network Subscription

Third-quarter Network Subscription revenues increased by 4.7% to Ps.1,238.9 million compared with Ps.1,182.8 million in third-quarter 2018.

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Licensing and Syndication

Third-quarter Licensing and Syndication sales increased by 6.8% to Ps.2,633.5 million from Ps.2,466.0 million in third-quarter 2018. Royalties from Univision increased 2.7%, reaching U.S.$100.2 million dollars in third-quarter 2019 compared to U.S.$97.6 million dollars in third-quarter 2018.

Third-quarter operating segment income, excluding the non-recurring licensing revenue, increased by 0.1% to Ps.3,112.3 million compared with Ps.3,110.7 million in third-quarter 2018. The margin was 35.9%, in line with third-quarter 2018.

Other Businesses

Third-quarter sales increased by 35.3% to Ps.2,633.1 million compared with Ps.1,946.5 million in third-quarter 2018. The increase is mainly explained by non-recurring soccer revenue and by growth in our gaming business, partially compensated by the publishing business.

Third-quarter operating segment income increased by 508.1% to Ps.770.5 million compared with Ps.126.7 million in third-quarter 2018. The increase was mainly explained by the abovementioned non-recurrent soccer revenue and growth in our gaming business, mainly compensated by the publishing business.

Corporate Expense

Corporate expense decreased by Ps.59.7 million, or 12.0%, to Ps.436.3 million in third-quarter 2019, from Ps.496.0 million in third-quarter 2018. Corporate expense reflected primarily a share-based compensation expense.

Share-based compensation expense in third quarter 2019 and 2018 amounted to Ps.251.8 million and Ps.317.2 million, respectively, and was accounted for as corporate expense. Share-based compensation expense is measured at fair value at the time the equity benefits are conditionally sold to officers and employees and is recognized over the vesting period.

Some of our outstanding awards ("Awards") under Televisa's Long-Term Retention Plan (the "Plan") currently have purchase prices that greatly exceed the current market price of the underlying CPOs or CPO equivalents. In order to provide long-term incentives, align our officers' and employees' interests with those of our stockholders and retain officers and employees, the Board of Directors, with the favorable opinion of the Corporate Practices Committee, which oversees executive compensation, has authorized Televisa to terminate certain Awards, subject to the consent of their respective holders, and to substitute it with an award for half the number of CPOs or CPO equivalents that were terminated, with an initial price to be based on market price on the date hereof, subject to potential upward adjustments. This action could terminate Awards for up to 82 million CPO equivalents in the aggregate. This will represent a non-cash cost for the Company of up to the equivalent of approximately U.S.$30 million dollars in the aggregate over a period of three years.

Other Expense, Net

Other expense, net, decreased by Ps.43.1 million, or 10.0%, to Ps.389.4 million in third-quarter 2019, from Ps.432.5 million in third-quarter 2018. This decrease reflected primarily a lower non-recurrent severance expense in connection with dismissal of personnel in our Content segment, as well as the absence of a loss on disposition of investments, which was partially offset by an increase in other expense related to legal and financial advisory professional services, as well as a higher loss on disposition of property and equipment.

The following table sets forth the breakdown of cash and non-cash other expense, net, stated in millions of Mexican pesos, for the three months ended September 30, 2019 and 2018.

Other expense, net
3Q’19
3Q’18
Cash expenses, net
183.9
245.2
Non-cash expenses, net
205.5
187.3
Total
389.4
432.5


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Finance Expense, Net

The following table sets forth finance (expense) income, net, stated in millions of Mexican pesos for the quarters ended September 30, 2019 and 2018.

 
3Q’19
3Q’18
(Increase) Decrease
Interest expense
(2,861.5)
(2,395.1)
(466.4)
Interest income
565.4
419.3
146.1
Foreign exchange (loss) gain, net
(929.5)
17.0
(946.5)
Other finance income (expense), net
355.4
(530.5)
885.9
Finance expense, net
(2,870.2)
(2,489.3)
(380.9)

The finance expense, net, increased by Ps.380.9 million, or 15.3%, to Ps.2,870.2 million in third-quarter 2019 from Ps.2,489.3 million in third-quarter 2018.

This increase reflected


I.
a Ps.946.5 million unfavorable change in foreign exchange gain or loss, net, resulting primarily from a 2.9% depreciation of the Mexican peso against the U.S. dollar in comparison to a 5.7% appreciation in third-quarter 2018, on a higher average net U.S. dollar liability position in third-quarter 2019; and
 


II.
a Ps.466.4 million increase in interest expense, primarily due to a higher average principal amount of debt in third-quarter 2019, as well as a Ps.106.8 million interest expense related to lease liabilities recognized on January 1, 2019, in connection with the adoption of IFRS 16 Leases, which became effective on that date.
 

These unfavorable variances were partially offset by (i) a Ps.146.1 million increase in interest income explained primarily by a higher average amount of Mexican peso cash equivalents in third-quarter 2019, as well as higher interest rates applicable in such quarter; and (ii) a favorable change of Ps.885.9 million in other finance income or expense, net, resulting primarily from a net gain in fair value of our derivative contracts in third-quarter 2019.

Share of Income of Associates and Joint Ventures, Net

Share of income of associates and joint ventures, net, decreased by Ps.166.7 million, or 51.0%, to Ps.159.9 million in third-quarter 2019 from Ps.326.6 million in third-quarter 2018. This decrease reflected mainly:


I.
the absence of share of income of Ocesa Entretenimiento, S.A. de C.V. (“OCEN”), a live entertainment company with operations in Mexico, Central America and Colombia, where we maintain a 40% stake, as we classified this investment as held for sale as of July 31, 2019, and discontinued the recognition of share of income of OCEN beginning on August 1, 2019, in connection with an agreement to dispose of this associate, subject to certain customary closing conditions; and
 


II.
a lower share of income of Univision Holdings, Inc. (“UHI”), the controlling company of Univision Communications Inc.
 

Share of income of associates and joint ventures, net, for the third-quarter 2019, includes primarily our share of income of UHI.

Income Taxes

Income taxes increased by Ps.27.3 million, or 3.9%, to Ps.726.8 million in third-quarter 2019 compared with Ps.699.5 million in third-quarter 2018. This increase reflected primarily a higher effective income tax rate.

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests decreased by Ps.98.2 million, or 19.6%, to Ps.403.4 million in third-quarter 2019, compared with Ps.501.6 million in third-quarter 2018. This decrease reflected primarily a lower portion of net income attributable to non-controlling interests in our Cable and Sky segments.

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Financial position, liquidity and capital resources

 
Capital Expenditures

During third-quarter 2019, we invested approximately U.S.$250.9 million dollars in property, plant and equipment as capital expenditures. The following table sets forth the breakdown of capital expenditures for third-quarter 2019 and 2018.

Capital Expenditures
Millions of U.S. Dollars
3Q’19
3Q’18
Cable
178.1
207.6
Sky
50.5
45.3
Content and Other Businesses
22.3
36.7
Total
250.9
289.6

For the full year, we are maintaining our guidance of approximately one billion U.S. dollars of capital expenditures in property, plant and equipment.

Debt, Lease Liabilities and Other Notes Payable

The following table sets forth our total consolidated debt, lease liabilities and other notes payable as of September 30, 2019 and December 31, 2018. Amounts are stated in millions of Mexican pesos.

 
September 30, 2019
December 31, 2018
Increase (Decrease)
Current portion of long-term debt
10,484.4
988.4
9,496.0
Long-term debt, net of current portion
124,283.3
120,983.6
3,299.7
Total debt 1
134,767.7
121,972.0
12,795.7
Current portion of long-term lease liabilities
1,213.8
651.8
562.0
Long-term lease liabilities, net of current portion
8,442.8
4,666.1
3,776.7
Total lease liabilities
9,656.6
5,317.9
4,338.7
Current portion of other notes payable
1,315.2
1,288.4
26.8
Other notes payable, net of current portion
-
1,288.4
(1,288.4)
Total other notes payable2
1,315.2
2,576.8
(1,261.6)
Total debt, lease liabilities and other notes payable
145,739.5
129,866.7
15,872.8

1 As of September 30, 2019 and December 31, 2018, total debt is presented net of finance costs in the amount of Ps.1,478.6 million and Ps.1,152.7 million, respectively, and does not include related accrued interest payable in the amount of Ps. 2,240.2 million and Ps.1,120.0 million, respectively. On October 3, 2019, we prepaid all of the outstanding Notes due 2020, in the principal amount of Ps.10,000.0 million. Accordingly, we classified this debt as current as of September 30, 2019, net of related finance costs, in the amount of Ps.9,992.4 million.

2 Notes payable issued in 2016 in connection with the acquisition of a non-controlling interest in Televisión Internacional, S.A. de C.V., one of our Cable segment subsidiaries.


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In July 2019, we announced that we executed a credit agreement for a five-year term in the principal amount of Ps.10,000 million, which was funded by a syndicate of banks. This loan was primarily used for refinancing of existing indebtedness.

In July 2019, we prepaid all of the outstanding Notes (“Certificados Bursátiles”) due 2021 and 2022, in the aggregate principal amount of Ps.11,000 million. Also, in October 2019, we prepaid all of the outstanding Notes (“Certificados Bursátiles”) due 2020, in the aggregate principal amount of Ps.10,000 million.

As of September 30, 2019, our consolidated net debt position (total debt, lease liabilities and other notes payable less cash and cash equivalents, temporary investments, and certain non-current investments in financial instruments) was Ps.94,994.7 million. The aggregate amount of non-current investments in financial instruments included in our consolidated net debt position as of September 30, 2019, amounted to Ps.12,021.6 million.

Share Repurchase Program

In the context of the repurchase program previously approved by the Board of Directors, the Company repurchased, during the third quarter 2019, 8.3 million CPOs, equivalent to approximately Ps.291.7 million.

So far during 2019, the Company has repurchased 39.0 million CPOs for up to Ps.1,385.8 million in the open market. The Company has considered from time to time additional repurchases of its CPOs, and is considering additional repurchases by any available method, including open market purchases, block trades or tender offers pursuant and subject to applicable laws. Any repurchase would result in a reverse dilution for outstanding CPOs, including under Awards granted under the Long-Term Retention Plan, and could affect the trading price of CPOs.

Shares Outstanding

As of September 30, 2019 and December 31, 2018, our shares outstanding amounted to 337,244.3 million and 338,329.1 million shares, respectively, and our CPO equivalents outstanding amounted to 2,882.4 million and 2,891.7 million, 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, 2019 and December 31, 2018, the GDS (Global Depositary Shares) equivalents outstanding amounted to 576.5 million and 578.3 million, respectively. The number of GDS equivalents is calculated by dividing the number of CPO equivalents by five.




Internal control

 

 

Disclosure of critical performance measures and indicators that management uses to evaluate entity’s performance against stated objectives


 
3Q’19
Margin %
3Q’18
Margin %
Change %
Net sales
25,786.1
100.0
25,033.2
100.0
3.0
Net income
1,158.6
4.5
1,479.6
5.9
(21.7)
Net income attributable to stockholders of the Company
755.2
2.9
978.0
3.9
(22.8)
Segment net sales
27,202.5
100.0
26,283.8
100.0
3.5
Operating segment income (1)
10,764.4
39.6
10,308.1
39.2
4.4
(2) The operating segment income margin is calculated as a percentage of segment net sales.

10 of 98


Net Sales
3Q’19
%
3Q’18
 %
Change %
Cable
10,572.1
38.9
9,219.9
35.1
14.7
Sky
5,338.3
19.6
5,407.3
20.6
(1.3)
Content1
8,659.0
31.8
8,700.0
33.1
(0.5)
Other Businesses
2,633.1
9.7
1,946.5
7.4
35.3
Segment Net Sales1
27,202.5
100.0
25,273.7
96.2
7.6
Intersegment Operations2
(1,416.4)
 
(1,250.6)
   
Net Sales1
25,786.1
 
24,023.1
 
7.3
Non-recurring licensing revenue
n/a
 
1,010.1
3.8
n/a
Net Sales
25,786.1
 
25,033.2
 
3.0

 
Operating Segment Income3
3Q’19
Margin %
3Q’18
Margin %
Change %
Cable
4,481.7
42.4
3,907.5
42.4
14.7
Sky
2,399.9
45.0
2,569.9
47.5
(6.6)
Content1
3,112.3
35.9
3,110.7
35.8
0.1
Other Businesses
770.5
29.3
126.7
6.5
508.1
Operating Segment Income1
10,764.4
39.6
9,714.8
38.4
10.8
Non-recurring licensing income
n/a
n/a
593.3
58.7
n/a
Operating Segment Income
10,764.4
39.6
10,308.1
39.2
4.4
Corporate Expenses
(436.3)
(1.6)
(496.0)
(1.9)
12.0
Depreciation and Amortization
(5,321.3)
(20.6)
(5,037.8)
(20.1)
(5.6)
Other (Expense) Income, net
(389.4)
(1.5)
(432.5)
(1.7)
10.0
Intersegment Operations4
(21.7)
(0.1)
n/a
n/a
n/a
Operating Income
4,595.7
17.8
4,341.8
17.3
5.8
1 Excludes the non-recurring licensing revenue.
2 For segment reporting purposes, intersegment operations are included in each of the segment operations.
3 Operating segment income is defined as operating income before depreciation and amortization, corporate expenses, and other expense, net.
4 As a result of IFRS 16 adoption, intersegment operations related to intercompany leases were not eliminated on the Operating Segment Income level as in prior years.


Sustainability

In September, Televisa was selected as a member of the 2019 Dow Jones Sustainability MILA Pacific Alliance Index, which is comprised of sustainability leaders from Chile, Peru, Mexico, and Colombia. In addition, Televisa was selected as one of three Mexican companies to be included in the 2019 Dow Jones Sustainability Emerging Markets Index, which is comprised of sustainability leaders from Western Europe, India, China, South Africa, Central America, South America, and other countries. 
 

Additional Information Available on Website

The information in this press release should be read in conjunction with the financial statements and footnotes contained in the Company's Annual Report and on Form 20-F for the year ended December 31, 2018, which is posted on the “Reports and Filings” section of our investor relations website at televisair.com.
 
11 of 98



Disclaimer

This management commentary contains forward-looking statements regarding the Company’s results and prospects. Actual results could differ materially from these statements. The forward-looking statements in these management commentary 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 these management commentary 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.

12 of 98


 
[110000] General information about financial statements

Ticker:
TLEVISA
Period covered by financial statements:
2019-01-01 TO 2019-09-30
Date of end of reporting period:
2019-09-30
Name of reporting entity or other means of identification:
TLEVISA
Description of presentation currency:
MXN
Level of rounding used in financial statements:
THOUSANDS OF MEXICAN PESOS
Consolidated:
YES
Number of quarter:
3
Type of issuer:
ICS
Explanation of change in name of reporting entity or other means of identification from end of preceding reporting period:

Description of nature of financial statements:

 



Disclosure of general information about financial statements

 
Corporate Information
 
Grupo Televisa, S.A.B. (the “Company”) is a limited liability public stock corporation (“Sociedad Anónima Bursátil” or “S.A.B.”), incorporated under the laws of Mexico. Pursuant to the terms of the Company’s bylaws (“Estatutos Sociales”), its corporate existence continues through 2106. The shares of the Company are listed and traded in the form of “Certificados de Participación Ordinarios” or “CPOs” on the Mexican Stock Exchange (“Bolsa Mexicana de Valores”) under the ticker symbol TLEVISA CPO, and in the form of Global Depositary Shares or GDSs, on the New York Stock Exchange, or NYSE, under the ticker symbol TV. The Company’s principal executive offices are located at Avenida Vasco de Quiroga 2000, Colonia Santa Fe, 01210 Ciudad de México, México.
 
 
Basis of Preparation and Accounting Policies
 
The interim condensed consolidated financial statements of the Group, as of September 30, 2019 and December 31, 2018, and for the nine months ended September 30, 2019 and 2018, are unaudited, and have been prepared in accordance with the guidelines provided by the International Accounting Standard 34, Interim Financial Reporting. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included herein.
 
The interim unaudited condensed consolidated financial statements should be read in conjunction with the Group’s audited consolidated financial statements and notes thereto for the years ended December 31, 2018 and 2017, which have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board, and include, among other disclosures, the Group’s most significant accounting policies, which were applied on a consistent basis as of September 30, 2019, except for the guidelines provided by the IFRS 16 that became effective beginning on January 1, 2019. The adoption of the improvements and amendments to current IFRSs effective on January 1, 2019 did not have a significant impact in these interim un audited condensed consolidated financial statements.


13 of 98

 


Follow-up of analysis

 

The financial institutions that perform financial analysis on the securities of Grupo Televisa, S.A.B., are as follows:

Institution:
 
Barclays
Bradesco
Credit Suisse
Evercore
Goldman Sachs
HSBC
Itaú Securities
JPMorgan  
Merrill Lynch
Morgan Stanley
New Street
UBS
 

14 of 98


 
[210000] Statement of financial position, current/non-current
 

Concept
Close Current Quarter
2019-09-30
Close Previous Exercise
2018-12-31
Statement of financial position
   
Assets
   
Current assets
   
Cash and cash equivalents
38,710,917,000
32,068,291,000
Trade and other current receivables
28,440,722,000
27,693,929,000
Current tax assets, current
3,853,309,000
2,188,870,000
Other current financial assets
15,263,000
146,671,000
Current inventories
1,354,241,000
1,026,428,000
Current biological assets
0
0
Other current non-financial assets
[1] 8,112,193,000
8,928,679,000
Total current assets other than non-current assets or disposal groups classified as held for sale or as held for distribution to owners
80,486,645,000
72,052,868,000
Non-current assets or disposal groups classified as held for sale or as held for distribution to owners
1,094,596,000
0
Total current assets
81,581,241,000
72,052,868,000
Non-current assets
   
Trade and other non-current receivables
0
0
Current tax assets, non-current
0
0
Non-current inventories
0
0
Non-current biological assets
0
0
Other non-current financial assets
47,283,359,000
50,123,273,000
Investments accounted for using equity method
0
0
Investments in subsidiaries, joint ventures and associates
9,352,183,000
10,546,728,000
Property, plant and equipment
83,368,358,000
87,342,530,000
Investment property
0
0
Right-of-use assets that do not meet definition of investment property
7,676,159,000
0
Goodwill
14,113,626,000
14,113,626,000
Intangible assets other than goodwill
28,806,444,000
28,949,890,000
Deferred tax assets
24,293,376,000
22,181,779,000
Other non-current non-financial assets
[2] 12,164,968,000
11,859,899,000
Total non-current assets
227,058,473,000
225,117,725,000
Total assets
308,639,714,000
297,170,593,000
Equity and liabilities
   
Liabilities
   
Current liabilities
   
Trade and other current payables
39,705,067,000
41,278,310,000
Current tax liabilities, current
2,385,698,000
3,054,790,000
Other current financial liabilities
14,141,701,000
4,196,701,000
Current lease liabilities
1,213,763,000
0
Other current non-financial liabilities
0
0
Current provisions
   
Current provisions for employee benefits
0
0
Other current provisions
1,673,000
1,642,000
Total current provisions
1,673,000
1,642,000
Total current liabilities other than liabilities included in disposal groups classified as held for sale
57,447,902,000
48,531,443,000
Liabilities included in disposal groups classified as held for sale
0
0
Total current liabilities
57,447,902,000
48,531,443,000
 
15 of 98


Concept
Close Current Quarter
2019-09-30
Close Previous Exercise
2018-12-31
Non-current liabilities
   
Trade and other non-current payables
3,601,877,000
4,621,644,000
Current tax liabilities, non-current
1,736,553,000
3,141,394,000
Other non-current financial liabilities
124,675,890,000
126,938,164,000
Non-current lease liabilities
8,442,755,000
0
Other non-current non-financial liabilities
0
0
Non-current provisions
   
Non-current provisions for employee benefits
1,051,874,000
962,497,000
Other non-current provisions
900,624,000
54,238,000
Total non-current provisions
1,952,498,000
1,016,735,000
Deferred tax liabilities
7,885,540,000
8,390,522,000
Total non-current liabilities
148,295,113,000
144,108,459,000
Total liabilities
205,743,015,000
192,639,902,000
Equity
   
Issued capital
4,907,765,000
4,907,765,000
Share premium
15,889,819,000
15,889,819,000
Treasury shares
14,618,864,000
14,219,060,000
Retained earnings
79,923,779,000
78,510,909,000
Other reserves
2,270,489,000
4,427,487,000
Total equity attributable to owners of parent
88,372,988,000
89,516,920,000
Non-controlling interests
14,523,711,000
15,013,771,000
Total equity
102,896,699,000
104,530,691,000
Total equity and liabilities
308,639,714,000
297,170,593,000


16 of 98


 
[310000] Statement of comprehensive income, profit or loss, by function of expense
 

Concept
Accumulated Current Year
2019-01-01 - 2019-09-30
Accumulated Previous Year
2018-01-01 - 2018-09-30
Quarter Current Year
2019-07-01 - 2019-09-30
Quarter Previous Year
2018-07-01 - 2018-09-30
Profit or loss
       
Profit (loss)
       
Revenue
73,488,981,000
74,547,082,000
25,786,149,000
25,033,234,000
Cost of sales
42,025,942,000
42,348,862,000
14,946,510,000
14,208,501,000
Gross profit
31,463,039,000
32,198,220,000
10,839,639,000
10,824,733,000
Distribution costs
8,344,187,000
8,037,409,000
2,797,238,000
2,609,679,000
Administrative expenses
10,081,472,000
10,223,839,000
3,057,286,000
3,440,751,000
Other income
0
2,651,374,000
0
0
Other expense
861,266,000
0
389,362,000
432,463,000
Profit (loss) from operating activities
12,176,114,000
16,588,346,000
4,595,753,000
4,341,840,000
Finance income
1,210,822,000
1,685,154,000
920,723,000
436,195,000
Finance costs
8,623,588,000
8,150,386,000
3,790,923,000
2,925,538,000
Share of profit (loss) of associates and joint ventures accounted for using equity method
489,556,000
910,893,000
159,917,000
326,609,000
Profit (loss) before tax
5,252,904,000
11,034,007,000
1,885,470,000
2,179,106,000
Tax income (expense)
1,972,735,000
3,798,702,000
726,784,000
699,487,000
Profit (loss) from continuing operations
3,280,169,000
7,235,305,000
1,158,686,000
1,479,619,000
Profit (loss) from discontinued operations
0
0
0
0
Profit (loss)
3,280,169,000
7,235,305,000
1,158,686,000
1,479,619,000
Profit (loss), attributable to
       
Profit (loss), attributable to owners of parent
2,216,037,000
5,952,941,000
755,222,000
978,011,000
Profit (loss), attributable to non-controlling interests
1,064,132,000
1,282,364,000
403,464,000
501,608,000
Earnings per share
       
Earnings per share
       
Earnings per share
       
Basic earnings per share
       
Basic earnings (loss) per share from continuing operations
0.77
2.05
0.26
0.34
Basic earnings (loss) per share from discontinued operations
0
0
0
0
Total basic earnings (loss) per share
[3] 0.77
2.05
0.26
0.34
Diluted earnings per share
       
Diluted earnings (loss) per share from continuing operations
0.73
1.94
0.25
0.32
Diluted earnings (loss) per share from discontinued operations
0
0
0
0
Total diluted earnings (loss) per share
[4] 0.73
1.94
0.25
0.32


17 of 98


 
[410000] Statement of comprehensive income, OCI components presented net of tax
 

Concept
Accumulated Current Year
2019-01-01 - 2019-09-30
Accumulated Previous Year
2018-01-01 - 2018-09-30
Quarter Current Year
2019-07-01 - 2019-09-30
Quarter Previous Year
2018-07-01 - 2018-09-30
Statement of comprehensive income
       
Profit (loss)
3,280,169,000
7,235,305,000
1,158,686,000
1,479,619,000
Other comprehensive income
       
Components of other comprehensive income that will not be reclassified to profit or loss, net of tax
       
Other comprehensive income, net of tax, gains (losses) from investments in equity instruments
(1,045,805,000)
576,930,000
(796,155,000)
1,040,243,000
Other comprehensive income, net of tax, gains (losses) on revaluation
0
0
0
0
Other comprehensive income, net of tax, gains (losses) on remeasurements of defined benefit plans
0
0
0
0
Other comprehensive income, net of tax, change in fair value of financial liability attributable to change in credit risk of liability
0
0
0
0
Other comprehensive income, net of tax, gains (losses) on hedging instruments that hedge investments in equity instruments
0
0
0
0
Share of other comprehensive income of associates and joint ventures accounted for using equity method that will not be reclassified to profit or loss, net of tax
0
0
0
0
Total other comprehensive income that will not be reclassified to profit or loss, net of tax
(1,045,805,000)
576,930,000
(796,155,000)
1,040,243,000
Components of other comprehensive income that will be reclassified to profit or loss, net of tax
       
Exchange differences on translation
       
Gains (losses) on exchange differences on translation, net of tax
107,772,000
(1,135,041,000)
175,171,000
(479,229,000)
Reclassification adjustments on exchange differences on translation, net of tax
0
0
0
0
Other comprehensive income, net of tax, exchange differences on translation
107,772,000
(1,135,041,000)
175,171,000
(479,229,000)
Available-for-sale financial assets
       
Gains (losses) on remeasuring available-for-sale financial assets, net of tax
0
0
0
0
Reclassification adjustments on available-for-sale financial assets, net of tax
0
0
0
0
Other comprehensive income, net of tax, available-for-sale financial assets
0
0
0
0
Cash flow hedges
       
Gains (losses) on cash flow hedges, net of tax
(1,001,205,000)
(215,390,000)
(422,633,000)
(266,420,000)
Reclassification adjustments on cash flow hedges, net of tax
0
0
0
0
Amounts removed from equity and included in carrying amount of non-financial asset (liability) whose acquisition or incurrence was hedged highly probable forecast transaction, net of tax
0
0
0
0
Other comprehensive income, net of tax, cash flow hedges
(1,001,205,000)
(215,390,000)
(422,633,000)
(266,420,000)
Hedges of net investment in foreign operations
       
Gains (losses) on hedges of net investments in foreign operations, net of tax
0
0
0
0
Reclassification adjustments on hedges of net investments in foreign operations, net of tax
0
0
0
0
Other comprehensive income, net of tax, hedges of net investments in foreign operations
0
0
0
0

18 of 98

Concept
Accumulated Current Year
2019-01-01 - 2019-09-30
Accumulated Previous Year
2018-01-01 - 2018-09-30
Quarter Current Year
2019-07-01 - 2019-09-30
Quarter Previous Year
2018-07-01 - 2018-09-30
Change in value of time value of options
       
Gains (losses) on change in value of time value of options, net of tax
0
0
0
0
Reclassification adjustments on change in value of time value of options, net of tax
0
0
0
0
Other comprehensive income, net of tax, change in value of time value of options
0
0
0
0
Change in value of forward elements of forward contracts
       
Gains (losses) on change in value of forward elements of forward contracts, net of tax
0
0
0
0
Reclassification adjustments on change in value of forward elements of forward contracts, net of tax
0
0
0
0
Other comprehensive income, net of tax, change in value of forward elements of forward contracts
0
0
0
0
Change in value of foreign currency basis spreads
       
Gains (losses) on change in value of foreign currency basis spreads, net of tax
0
0
0
0
Reclassification adjustments on change in value of foreign currency basis spreads, net of tax
0
0
0
0
Other comprehensive income, net of tax, change in value of foreign currency basis spreads
0
0
0
0
Financial assets measured at fair value through other comprehensive income
       
Gains (losses) on financial assets measured at fair value through other comprehensive income, net of tax
(612,000)
(57,000)
(179,000)
(57,000)
Reclassification adjustments on financial assets measured at fair value through other comprehensive income, net of tax
0
0
0
0
Amounts removed from equity and adjusted against fair value of financial assets on reclassification out of fair value through other comprehensive income measurement category, net of tax
0
0
0
0
Other comprehensive income, net of tax, financial assets measured at fair value through other comprehensive income
(612,000)
(57,000)
(179,000)
(57,000)
Share of other comprehensive income of associates and joint ventures accounted for using equity method that will be reclassified to profit or loss, net of tax
(196,952,000)
64,068,000
(79,259,000)
20,215,000
Total other comprehensive income that will be reclassified to profit or loss, net of tax
(1,090,997,000)
(1,286,420,000)
(326,900,000)
(725,491,000)
Total other comprehensive income
(2,136,802,000)
(709,490,000)
(1,123,055,000)
314,752,000
Total comprehensive income
1,143,367,000
6,525,815,000
35,631,000
1,794,371,000
Comprehensive income attributable to
       
Comprehensive income, attributable to owners of parent
59,039,000
5,287,383,000
(387,832,000)
1,396,783,000
Comprehensive income, attributable to non-controlling interests
1,084,328,000
1,238,432,000
423,463,000
397,588,000

 
19 of 98


 
[520000] Statement of cash flows, indirect method
 

Concept
Accumulated Current Year
2019-01-01 - 2019-09-30
Accumulated Previous Year
2018-01-01 - 2018-09-30
Statement of cash flows
   
Cash flows from (used in) operating activities
   
Profit (loss)
3,280,169,000
7,235,305,000
Adjustments to reconcile profit (loss)
   
+ Discontinued operations
0
0
+ Adjustments for income tax expense
1,972,735,000
3,798,702,000
+ (-) Adjustments for finance costs
0
0
+ Adjustments for depreciation and amortisation expense
15,616,424,000
14,686,728,000
+ Adjustments for impairment loss (reversal of impairment loss) recognised in profit or loss
50,680,000
34,564,000
+ Adjustments for provisions
1,261,611,000
1,285,309,000
+ (-) Adjustments for unrealised foreign exchange losses (gains)
569,092,000
(1,585,924,000)
+ Adjustments for share-based payments
820,774,000
1,010,302,000
+ (-) Adjustments for fair value losses (gains)
313,625,000
1,113,426,000
- Adjustments for undistributed profits of associates
0
0
+ (-) Adjustments for losses (gains) on disposal of non-current assets
120,226,000
676,356,000
Share of income of associates and joint ventures
(489,556,000)
(910,893,000)
+ (-) Adjustments for decrease (increase) in inventories
230,961,000
(734,812,000)
+ (-) Adjustments for decrease (increase) in trade accounts receivable
1,444,993,000
8,270,566,000
+ (-) Adjustments for decrease (increase) in other operating receivables
(1,975,166,000)
(2,516,177,000)
+ (-) Adjustments for increase (decrease) in trade accounts payable
331,878,000
(248,312,000)
+ (-) Adjustments for increase (decrease) in other operating payables
(3,729,732,000)
(7,335,641,000)
+ Other adjustments for non-cash items
0
0
+ Other adjustments for which cash effects are investing or financing cash flow
(62,000)
(3,582,681,000)
+ Straight-line rent adjustment
0
0
+ Amortization of lease fees
0
0
+ Setting property values
0
0
+ (-) Other adjustments to reconcile profit (loss)
378,590,000
301,347,000
+ (-) Total adjustments to reconcile profit (loss)
16,917,073,000
14,262,860,000
Net cash flows from (used in) operations
20,197,242,000
21,498,165,000
- Dividends paid
0
0

0
0
- Interest paid
(7,844,528,000)
(7,036,960,000)
+ Interest received
(44,936,000)
(95,395,000)
+ (-) Income taxes refund (paid)
7,535,422,000
5,396,951,000
+ (-) Other inflows (outflows) of cash
0
0
Net cash flows from (used in) operating activities
20,461,412,000
23,042,779,000
Cash flows from (used in) investing activities
   
+ Cash flows from losing control of subsidiaries or other businesses
667,000
0
- Cash flows used in obtaining control of subsidiaries or other businesses
(107,883,000)
0
+ Other cash receipts from sales of equity or debt instruments of other entities
0
5,890,520,000
- Other cash payments to acquire equity or debt instruments of other entities
0
0
+ Other cash receipts from sales of interests in joint ventures
0
95,161,000
- Other cash payments to acquire interests in joint ventures
0
0
+ Proceeds from sales of property, plant and equipment
1,967,674,000
956,727,000
- Purchase of property, plant and equipment
13,736,986,000
12,740,872,000
+ Proceeds from sales of intangible assets
0
0
- Purchase of intangible assets
2,130,320,000
1,540,012,000
+ Proceeds from sales of other long-term assets
0
0


20 of 98



Concept
Accumulated Current Year
2019-01-01 - 2019-09-30
Accumulated Previous Year
2018-01-01 - 2018-09-30
- Purchase of other long-term assets
0
0
+ Proceeds from government grants
0
0
- Cash advances and loans made to other parties
0
0
+ Cash receipts from repayment of advances and loans made to other parties
0
0
- Cash payments for futures contracts, forward contracts, option contracts and swap contracts
0
0
+ Cash receipts from futures contracts, forward contracts, option contracts and swap contracts
0
0
+ Dividends received
452,400,000
0
- Interest paid
0
0
+ Interest received
0
0
 
0
0
+ (-) Other inflows (outflows) of cash
1,216,055,000
416,189,000
Net cash flows from (used in) investing activities
(12,122,627,000)
(6,922,287,000)
Cash flows from (used in) financing activities
   
+ Proceeds from changes in ownership interests in subsidiaries that do not result in loss of control
0
0
- Payments from changes in ownership interests in subsidiaries that do not result in loss of control
2,091,551,000
1,184,020,000
+ Proceeds from issuing shares
0
0
+ Proceeds from issuing other equity instruments
0
0
- Payments to acquire or redeem entity's shares
1,385,750,000
1,541,180,000
- Payments of other equity instruments
0
0
+ Proceeds from borrowings
24,006,712,000
0
- Repayments of borrowings
11,928,534,000
230,617,000
- Payments of finance lease liabilities
692,660,000
334,638,000
- Payments of lease liabilities
612,887,000
0
+ Proceeds from government grants
0
0
- Dividends paid
1,066,187,000
1,068,868,000
- Interest paid
5,991,238,000
7,014,365,000
+ (-) Income taxes refund (paid)
0
0
+ (-) Other inflows (outflows) of cash
(1,938,058,000)
(952,377,000)
Net cash flows from (used in) financing activities
(1,700,153,000)
(12,326,065,000)
Net increase (decrease) in cash and cash equivalents before effect of exchange rate changes
6,638,632,000
3,794,427,000
Effect of exchange rate changes on cash and cash equivalents
   
Effect of exchange rate changes on cash and cash equivalents
3,994,000
(102,619,000)
Net increase (decrease) in cash and cash equivalents
6,642,626,000
3,691,808,000
Cash and cash equivalents at beginning of period
32,068,291,000
38,734,949,000
Cash and cash equivalents at end of period
38,710,917,000
42,426,757,000
 

21 of 98


 
[610000] Statement of changes in equity - Accumulated Current
 
 
Components of equity
Sheet 1 of 3
Issued capital
 
Share premium
 
Treasury shares
 
Retained earnings
 
Revaluation surplus
 
Reserve of exchange differences on translation
 
Reserve of cash flow hedges
 
Reserve of gains and losses on hedging instruments that hedge investments in equity instruments
 
Reserve of change in value of time value of options
 
Statement of changes in equity
                 
Equity at beginning of period
4,907,765,000
15,889,819,000
14,219,060,000
78,510,909,000
0
1,461,495,000
683,585,000
0
0
Changes in equity
                 
Comprehensive income
                 
Profit (loss)
0
0
0
2,216,037,000
0
0
0
0
0
Other comprehensive income
0
0
0
0
0
87,576,000
(1,001,205,000)
0
0
Total comprehensive income
0
0
0
2,216,037,000
0
87,576,000
(1,001,205,000)
0
0
Issue of equity
0
0
0
0
0
0
0
0
0
Dividends recognised as distributions to owners
0
0
0
1,066,187,000
0
0
0
0
0
Increase through other contributions by owners, equity
0
0
0
0
0
0
0
0
0
Decrease through other distributions to owners, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through other changes, equity
0
0
0
443,589,000
0
0
0
0
0
Increase (decrease) through treasury share transactions, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity
0
0
0
766,000
0
0
0
0
0
Increase (decrease) through share-based payment transactions, equity
0
0
399,804,000
(181,335,000)
0
0
0
0
0
Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of time value of options and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of forward elements of forward contracts and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of foreign currency basis spreads and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Total increase (decrease) in equity
0
0
399,804,000
1,412,870,000
0
87,576,000
(1,001,205,000)
0
0
Equity at end of period
4,907,765,000
15,889,819,000
14,618,864,000
79,923,779,000
0
1,549,071,000
(317,620,000)
0
0

22 of 98

 

 
Components of equity
Sheet 2 of 3
Reserve of change in value of forward elements of forward contracts
 
Reserve of change in value of foreign currency basis spreads
 
Reserve of gains and losses on financial assets measured at fair value through other comprehensive income
 
Reserve of gains and losses on remeasuring available-for-sale financial assets
 
Reserve of share-based payments
 
Reserve of remeasurements of defined benefit plans
 
Amount recognised in other comprehensive income and accumulated in equity relating to non-current assets or disposal groups held for sale
 
Reserve of gains and losses from investments in equity instruments
 
Reserve of change in fair value of financial liability attributable to change in credit risk of liability
 
Statement of changes in equity
                 
Equity at beginning of period
0
0
2,654,866,000
0
0
(533,203,000)
0
0
0
Changes in equity
                 
Comprehensive income
                 
Profit (loss)
0
0
0
0
0
0
0
0
0
Other comprehensive income
0
0
(1,046,417,000)
0
0
0
0
0
0
Total comprehensive income
0
0
(1,046,417,000)
0
0
0
0
0
0
Issue of equity
0
0
0
0
0
0
0
0
0
Dividends recognised as distributions to owners
0
0
0
0
0
0
0
0
0
Increase through other contributions by owners, equity
0
0
0
0
0
0
0
0
0
Decrease through other distributions to owners, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through other changes, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through treasury share transactions, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through share-based payment transactions, equity
0
0
0
0
0
0
0
0
0
Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of time value of options and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of forward elements of forward contracts and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of foreign currency basis spreads and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Total increase (decrease) in equity
0
0
(1,046,417,000)
0
0
0
0
0
0
Equity at end of period
0
0
1,608,449,000
0
0
(533,203,000)
0
0
0

23 of 98

 

 
Components of equity
Sheet 3 of 3
Reserve for catastrophe
 
Reserve for equalisation
 
Reserve of discretionary participation features
 
Other comprehensive income
 
Other reserves
 
Equity attributable to owners of parent
 
Non-controlling interests
 
Equity
Statement of changes in equity
               
Equity at beginning of period
0
0
0
160,744,000
4,427,487,000
89,516,920,000
15,013,771,000
104,530,691,000
Changes in equity
               
Comprehensive income
               
Profit (loss)
0
0
0
0
0
2,216,037,000
1,064,132,000
3,280,169,000
Other comprehensive income
0
0
0
(196,952,000)
(2,156,998,000)
(2,156,998,000)
20,196,000
(2,136,802,000)
Total comprehensive income
0
0
0
(196,952,000)
(2,156,998,000)
59,039,000
1,084,328,000
1,143,367,000
Issue of equity
0
0
0
0
0
0
0
0
Dividends recognised as distributions to owners
0
0
0
0
0
1,066,187,000
1,573,622,000
2,639,809,000
Increase through other contributions by owners, equity
0
0
0
0
0
0
0
0
Decrease through other distributions to owners, equity
0
0
0
0
0
0
0
0
Increase (decrease) through other changes, equity
0
0
0
0
0
443,589,000
0
443,589,000
Increase (decrease) through treasury share transactions, equity
0
0
0
0
0
0
0
0
Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity
0
0
0
0
0
766,000
(766,000)
0
Increase (decrease) through share-based payment transactions, equity
0
0
0
0
0
(581,139,000)
0
(581,139,000)
Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of time value of options and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of forward elements of forward contracts and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of foreign currency basis spreads and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Total increase (decrease) in equity
0
0
0
(196,952,000)
(2,156,998,000)
(1,143,932,000)
(490,060,000)
(1,633,992,000)
Equity at end of period
0
0
0
(36,208,000)
2,270,489,000
88,372,988,000
14,523,711,000
102,896,699,000

24 of 98

 
[610000] Statement of changes in equity - Accumulated Previous
 
 
Components of equity
Sheet 1 of 3
Issued capital
 
Share premium
 
Treasury shares
 
Retained earnings
 
Revaluation surplus
 
Reserve of exchange differences on translation
 
Reserve of cash flow hedges
 
Reserve of gains and losses on hedging instruments that hedge investments in equity instruments
 
Reserve of change in value of time value of options
 
Statement of changes in equity
                 
Equity at beginning of period
4,978,126,000
15,889,819,000
14,788,984,000
74,155,724,000
0
2,298,822,000
561,412,000
0
0
Changes in equity
                 
Comprehensive income
                 
Profit (loss)
0
0
0
5,952,941,000
0
0
0
0
0
Other comprehensive income
0
0
0
0
0
(1,091,109,000)
(215,390,000)
0
0
Total comprehensive income
0
0
0
5,952,941,000
0
(1,091,109,000)
(215,390,000)
0
0
Issue of equity
0
0
0
0
0
0
0
0
0
Dividends recognised as distributions to owners
0
0
0
1,068,868,000
0
0
0
0
0
Increase through other contributions by owners, equity
0
0
0
0
0
0
0
0
0
Decrease through other distributions to owners, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through other changes, equity
0
0
0
1,480,774,000
0
0
0
0
0
Increase (decrease) through treasury share transactions, equity
(70,361,000)
0
(2,764,562,000)
(2,694,201,000)
0
0
0
0
0
Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through share-based payment transactions, equity
0
0
931,347,000
384,306,000
0
0
0
0
0
Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of time value of options and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of forward elements of forward contracts and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of foreign currency basis spreads and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Total increase (decrease) in equity
(70,361,000)
0
(1,833,215,000)
4,054,952,000
0
(1,091,109,000)
(215,390,000)
0
0
Equity at end of period
4,907,765,000
15,889,819,000
12,955,769,000
78,210,676,000
0
1,207,713,000
346,022,000
0
0

25 of 98

 

 
Components of equity
Sheet 2 of 3
Reserve of change in value of forward elements of forward contracts
 
Reserve of change in value of foreign currency basis spreads
 
Reserve of gains and losses on financial assets measured at fair value through other comprehensive income
 
Reserve of gains and losses on remeasuring available-for-sale financial assets
 
Reserve of share-based payments
 
Reserve of remeasurements of defined benefit plans
 
Amount recognised in other comprehensive income and accumulated in equity relating to non-current assets or disposal groups held for sale
 
Reserve of gains and losses from investments in equity instruments
 
Reserve of change in fair value of financial liability attributable to change in credit risk of liability
 
Statement of changes in equity
                 
Equity at beginning of period
0
0
3,024,527,000
0
0
(665,739,000)
0
0
0
Changes in equity
                 
Comprehensive income
                 
Profit (loss)
0
0
0
0
0
0
0
0
0
Other comprehensive income
0
0
576,873,000
0
0
0
0
0
0
Total comprehensive income
0
0
576,873,000
0
0
0
0
0
0
Issue of equity
0
0
0
0
0
0
0
0
0
Dividends recognised as distributions to owners
0
0
0
0
0
0
0
0
0
Increase through other contributions by owners, equity
0
0
0
0
0
0
0
0
0
Decrease through other distributions to owners, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through other changes, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through treasury share transactions, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity
0
0
0
0
0
0
0
0
0
Increase (decrease) through share-based payment transactions, equity
0
0
0
0
0
0
0
0
0
Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of time value of options and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of forward elements of forward contracts and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of foreign currency basis spreads and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
0
Total increase (decrease) in equity
0
0
576,873,000
0
0
0
0
0
0
Equity at end of period
0
0
3,601,400,000
0
0
(665,739,000)
0
0
0

26 of 98

 

 
Components of equity
Sheet 3 of 3
Reserve for catastrophe
 
Reserve for equalisation
 
Reserve of discretionary participation features
 
Other comprehensive income
 
Other reserves
 
Equity attributable to owners of parent
 
Non-controlling interests
 
Equity
 
Statement of changes in equity
               
Equity at beginning of period
0
0
0
208,057,000
5,427,079,000
85,661,764,000
13,995,150,000
99,656,914,000
Changes in equity
               
Comprehensive income
               
Profit (loss)
0
0
0
0
0
5,952,941,000
1,282,364,000
7,235,305,000
Other comprehensive income
0
0
0
64,068,000
(665,558,000)
(665,558,000)
(43,932,000)
(709,490,000)
Total comprehensive income
0
0
0
64,068,000
(665,558,000)
5,287,383,000
1,238,432,000
6,525,815,000
Issue of equity
0
0
0
0
0
0
0
0
Dividends recognised as distributions to owners
0
0
0
0
0
1,068,868,000
1,265,512,000
2,334,380,000
Increase through other contributions by owners, equity
0
0
0
0
0
0
0
0
Decrease through other distributions to owners, equity
0
0
0
0
0
0
0
0
Increase (decrease) through other changes, equity
0
0
0
0
0
1,480,774,000
783,832,000
2,264,606,000
Increase (decrease) through treasury share transactions, equity
0
0
0
0
0
0
0
0
Increase (decrease) through changes in ownership interests in subsidiaries that do not result in loss of control, equity
0
0
0
0
0
0
0
0
Increase (decrease) through share-based payment transactions, equity
0
0
0
0
0
(547,041,000)
0
(547,041,000)
Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of time value of options and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of forward elements of forward contracts and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Amount removed from reserve of change in value of foreign currency basis spreads and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied
0
0
0
0
0
0
0
0
Total increase (decrease) in equity
0
0
0
64,068,000
(665,558,000)
5,152,248,000
756,752,000
5,909,000,000
Equity at end of period
0
0
0
272,125,000
4,761,521,000
90,814,012,000
14,751,902,000
105,565,914,000


27 of 98


 
[700000] Informative data about the Statement of financial position
 
Concept
Close Current Quarter
2019-09-30
Close Previous Exercise
2018-12-31
Informative data of the Statement of Financial Position
   
Capital stock (nominal)
2,459,154,000
2,459,154,000
Restatement of capital stock
2,448,611,000
2,448,611,000
Plan assets for pensions and seniority premiums
1,374,496,000
1,461,902,000
Number of executives
68
67
Number of employees
42,009
39,098
Number of workers
0
0
Outstanding shares
337,244,259,846
338,329,119,531
Repurchased shares
20,063,011,956
18,978,152,271
Restricted cash
0
0
Guaranteed debt of associated companies
0
0

28 of 98


 
[700002] Informative data about the Income statement
 
Concept
Accumulated Current Year
2019-01-01 - 2019-09-30
Accumulated Previous Year
2018-01-01 - 2018-09-30
Quarter Current Year
2019-07-01 - 2019-09-30
Quarter Previous Year
2018-07-01 - 2018-09-30
Informative data of the Income Statement
       
Operating depreciation and amortization
15,616,424,000
14,686,728,000
5,321,251,000
5,037,803,000

29 of 98


 
[700003] Informative data - Income statement for 12 months
 
Concept
Current Year
2018-10-01 - 2019-09-30
Previous Year
2017-10-01 - 2018-09-30
Informative data - Income Statement for 12 months
   
Revenue
100,224,232,000
100,540,085,000
Profit (loss) from operating activities
15,840,326,000
20,218,068,000
Profit (loss)
3,660,134,000
8,145,381,000
Profit (loss), attributable to owners of parent
2,272,510,000
6,296,277,000
Operating depreciation and amortization
20,763,898,000
19,459,813,000

30 of 98


 
[800001] Breakdown of credits
 
 
Institution
Foreign institution (yes/no)
Contract signing date
Expiration date
Interest rate
Denomination
Domestic currency
Foreign currency
Time interval
Time interval
Current year
Until 1 year
Until 2 years
Until 3 years
Until 4 years
Until 5 years or more
Current year
Until 1 year
Until 2 years
Until 3 years
Until 4 years
Until 5 years or more
Banks
 
Foreign trade
 
TOTAL
       
0
0
0
0
0
0
0
0
0
0
0
0
Banks - secured
 
TOTAL
       
0
0
0
0
0
0
0
0
0
0
0
0
Commercial banks
 
BANORTE1
NO
2015-05-15
2022-04-30
TIIE+1.0
60,549,000
181,645,000
242,194,000
670,208,000
               
BANCO SANTANDER 2
NO
2015-03-12
2020-07-07
TIIE+1.25
 
249,863,000
                   
HSBC 3
NO
2016-03-08
2023-03-08
7.13
   
1,875,000,000
 
625,000,000
             
SCOTIABANK INVERLAT 4
NO
2016-03-08
2023-03-08
7
   
750,000,000
1,500,000,000
750,000,000
             
BANCO SANTANDER 5
NO
2017-11-23
2022-10-21
TIIE+1.25
       
1,494,300,000
             
HSBC6
NO
2017-11-23
2022-11-22
TIIE+1.30
       
1,992,474,000
             
SCOTIABANK INVERLAT7
NO
2017-12-07
2023-02-03
TIIE+1.30
       
2,490,081,000
             
SINDICADO8
NO
2019-06-05
2024-06-24
TIIE+1.05
         
9,900,004,000
           
TOTAL
       
60,549,000
431,508,000
2,867,194,000
2,170,208,000
7,351,855,000
9,900,004,000
0
0
0
0
0
0
Other banks
 
TOTAL
       
0
0
0
0
0
0
0
0
0
0
0
0
Total banks
 
TOTAL
       
60,549,000
431,508,000
2,867,194,000
2,170,208,000
7,351,855,000
9,900,004,000
0
0
0
0
0
0
Stock market
 
Listed on stock exchange - unsecured
 
SENIOR NOTES 1
YES
2007-05-09
2037-05-11
8.93
         
4,487,191,000
           
NOTES 2
NO
2010-10-14
2020-10-01
7.38
9,992,359,000
                     
SENIOR NOTES 3
YES
2013-05-14
2043-05-14
7.62
         
6,443,948,000
           
NOTES 4
NO
2017-10-09
2027-10-09
8.79
         
4,480,930,000
           
SENIOR NOTES 5
YES
2005-03-18
2025-03-18
6.97
                     
11,632,938,000
SENIOR NOTES 6
YES
2002-03-11
2032-03-11
8.94
                     
5,899,742,000
SENIOR NOTES 7
YES
2009-11-23
2040-01-15
6.97
                     
11,715,194,000
SENIOR NOTES 8
YES
2014-05-13
2045-05-13
5.26
                     
19,305,291,000
SENIOR NOTES 9
YES
2015-11-24
2026-01-30
4.86
                     
5,891,186,000
SENIOR NOTES 10
YES
2015-11-24
2046-01-31
6.44
                     
17,640,192,000
SENIOR NOTES 11
YES
2019-05-21
2049-05-24
5.52
                     
14,497,398,000
TOTAL
       
9,992,359,000
0
0
0
0
15,412,069,000
0
0
0
0
0
86,581,941,000
Listed on stock exchange - secured
 
TOTAL
       
0
0
0
0
0
0
0
0
0
0
0
0
Private placements - unsecured
 
TOTAL
       
0
0
0
0
0